MBB SE — Interim / Quarterly Report 2012

May 31, 2012

Quarterly Financial Report March 31, 2012 MBB Industries AG . Berlin

MBB Industries in figures

Three months	2011	2012	Δ 2012 /
(unaudited)			2011
	IFRS	IFRS
Earnings figures	€ thou	€ thou	%
Revenue	27,662	31,386	13.5%
Operating performance	27,746	30,971	11.6%
Total performance	28,709	33,486	16.6%
Cost of materials	-18,363	-20,321	10.7%
Staff costs	-5,297	-6,207	17.2%
EBITDA	2,694	4,673	73.5%
EBITDA margin	9.7%	15.1%	55.7%
EBIT	1,794	3,681	105.2%
EBIT margin	6.5%	11.9%	83.1%
EBT	1,626	3,537	117.5%
EBT margin	5.9%	11.4%	93.2%
Earnings from continuing operations	1,324	3,194	141.2%
Earnings from discontinued operations	36	0
Consolidated net profit after non-controlling interests	1,360	3,194	134.9%
Number of shares	6,600,000	6,600,000
eps in €	0.21	0,49*
Figures from the statement	31 Dec.	31 Mar.
of financial position	€ thou	€ thou	%
Non-current assets	37,743	46,580	23.4%
Current assets	48,565	104,447	115.1%
Of which cash and equivalents**	30,278	47,788	57.8%
Issued capital (share capital)	6,600	6,456	-2.2%
Other equity	39,611	43,557	10.0%
Total equity	46,211	50,013	8.2%
Equity ratio	53.5%	33.1%	-38.1%
Non-current liabilities	21,987	48,834	122.1%
Current liabilities	18,110	52,180	188.1%
Total assets	86,308	151,027	75.0%
Net debt (-) or
net cash (+) **	13,654	24,633	80.4%
Employees	31 Dec.	31 Mar.	%
	714	975	36.6%

* Based on the number of shares in circulation at the publication date.

** This figure includes physical gold stocks and securities.

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	5
Notes to the interim consolidated financial statements	11
Accounting	11
Accounting policies	11
Change in the scope of consolidation	11
Segment reporting	12
Changes in contingent liabilities	12
Related party transactions	12
Events after the end of the reporting period	13
Review	13
Responsibility statement	13
Financial Calendar	14
Contact	14
Imprint	14

Consolidated Interim Group Management Report

MBB Industries AG (hereinafter also "MBB-AG") is a family-owned, medium-sized investment company 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 are continuing to developing promisingly in the first 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

Our new wholly-owned subsidiary CLAAS Fertigungstechnik GmbH, the acquisition of which we already described in the 2011 Annual Report, was consolidated for the first time on 31 March 2012. This means that its revenue from the first three months is not included in the interim financial statements. However, the company's assets and liabilities were accounted for in the balance sheet, as was the income resulting from the first-time consolidation of € 1.7 million in the statement of comprehensive income. The contribution to consolidated revenue and consolidated net profit from the company trading in future as MBB Fertigungstechnik GmbH will become clear in the second quarter of the 2012 financial year.

The net assets and financial position remain positive. In the first three months of the financial year, the consolidated revenue of the MBB Group rose by 13.5% as against the same period of the previous year to €31.4 million (previous year: €27.7 million).

Other operating income was up slightly year-on-year at €0.8 million (€0.5 million) and included exchange gains, offsetting income from benefits in kind and income from securities. The income from the first-time consolidation of CLAAS Fertigungstechnik GmbH at €1.7 million is reported separately.

The ratio for cost of materials – in relation to total operating performance for the first three months of 2012 amounting to €31.0 million (previous year: €27.7 million) as the total of revenue and changes in inventories – is almost unchanged year-on-year at 65.6% after 66.2% in the first three months of the previous year.

EBITDA (earnings before interest, taxes, depreciation and amortisation) increased 73.5% to €4.7 million (previous year: €2.7 million). After depreciation and amortisation of €1.0 million, EBIT (earnings before interest and taxes) for the MBB Group in the three-month period was €3.7 million (previous year: €1.8 million). Taking into account a financial result of €-0.2 million, EBT (earnings before taxes) amounted to €3.5 million (previous year: €1.6 million). The consolidated net profit after non-controlling interests totalled €3.2 million (previous year: €1.4 million) or €0.49 per share (based on 6,455,799 shares in circulation).

The consolidated statement of financial position as at 31 March 2012 reported equity of €50.0 million (31 December 2011: €46.2 million). Based on total consolidated assets of €151.0 million, the equity ratio thus equals 33.1%. As at 31 December 2011, the equity ratio was 53.5%. The reduction of the equity ratio resulted from the first-time consolidation of CLAAS Fertigungstechnik GmbH and the accompanying balance sheet expansion. The share buy-back programme implemented from January to February 2012, by 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 reducing the equity ratio.

As at 31 March 2012, the MBB Group had financial liabilities of €23.2 million (31 December 2011: €16.6 million) and cash and cash equivalents including short-term securities and physical gold reserves of €47.8 million (31 December 2011: €30.3 million). The MBB Group's net figure for the above liabilities and cash positions (net debt / net cash) was therefore €24.6 million net cash, which is not only a considerable increase compared to 31 December 2011, when net cash amounted to €13.7 million, but also the highest level in MBB's history.

Segment performance

The following segments are reported:

• Technical Applications
• Industrial Production
• Trade & Services

In the first three months, the Technical Applications segment saw an increase of revenue 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 €8.9 million (previous year: €6.8 million) in the first three months; at €2.5 million, EBIT was up significantly on the previous year's figure of €0.3 million. This is also due to the income from the first-time consolidation of CLAAS Fertigungstechnik GmbH, in future MBB Fertigungstechnik GmbH. This company will also contribute to revenue and EBIT in this segment in the future.

There is a slight decline in revenue to be posted in the Industrial Production segment. The segment's external revenue for 1 January to 31 March 2012 was €13.9 million after €14.7 million in the same period of 2011. However, EBIT was €1.1 million, up on the previous year's figure of €0.6 million.

In the Trade & Services segment, revenue rose by €8.3 million as against the previous year (€5.9 million). However, at €0.1 million the segment's EBIT fell from the previous year's figure of €0.8 million, which still included the income from the deconsolidation of Huchtemeier amounting to €0.4 million.

Employees

At 975, the number of employees in the MBB Group as at 31 March 2012 increased considerably compared to 677 employees as at 30 December 2011, particularly because the Group has been strengthened by the 270 employees of CLAAS Fertigungstechnik GmbH, in future MBB Fertigungstechnik GmbH, since the acquisition of that company.

Report on risks and opportunities

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

There have been no significant changes in the risks and opportunities presented since 31 December 2012. The risk management system of MBB Industries AG is appropriate for detecting risks early on and taking direct measures.

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 a rapidly increasing level of revenue and earnings compared with 2011.

Berlin, 31 May 2012

The Managing Board

IFRS consolidated statement of comprehensive income	1 Jan. -	1 Jan. -
(unaudited)	31 Mar.	31 Mar.
	2012	2011
	€ thou	€ thou
Revenue	31,386	27,662
Increase (+)/decrease (-) in finished goods
and work in progress	-415	84
Operating performance	30,971	27,746
Elimination of negative difference
from capital consolidation	1,737	0
Income from deconsolidation	0	449
Other operating income	778	514
Total performance	33,486	28,709
Cost of raw materials and supplies	-15,295	-15,816
Cost of purchased services	-5,026	-2,547
Cost of materials	-20,321	-18,363
Wages and salaries	-4,827	-4,296
Social security
and pension costs	-1,380	-1,001
Staff costs	-6,207	-5,297
Other operating expenses	-2,285	-2,355
Earnings before interest, taxes, depreciation,
and amortisation (EBITDA)	4,673	2,694
Amortisation and depreciation expense	-992	-900
Earnings before interest and taxes (EBIT)	3,681	1,794
Other interest and similar income	110	85
Interest and similar expenses	-254	-253
Net finance costs	-144	-168
Earnings before taxes (EBT)	3,537	1,626
Income tax expense	-123	-193
Other taxes	-22	-23
Profit or loss for the period	3,392	1,410
Non-controlling interests (continuing operations)	-198	-86
Profit or loss from continuing operations	3,194	1,324
Profit or loss from discontinued operations	0	36
Consolidated net profit	3,194	1,360
Earnings per share (in €)	0.49	0.21

IFRS interim consolidated financial statements

IFRS consolidated statement of comprehensive income	1 Jan. -	1 Jan. -
(unaudited)	31 Mar.	31 Mar.
	2012	2011
	€ thou	€ thou
Consolidated net profit	3,194	1,360
Non-controlling interests	198	86
Profit or loss for the period	3,392	1,446
Currency translation changes
reconised in equity	528	-192
Net profit (+) / loss (-) from the revaluation
of financial assets
in the "available for sale" category	882	-5
Other comprehensive income after taxes	1,410	-197
Comprehensive income for the reporting period	4,802	1,249
Of which attributable to:
- Shareholders of the parent company	4,664	1,161
- Non-controlling interests	138	88

Statement of financial position	31 Mar.2012	31 Dec.2011
Assets (IFRS)	unaudited	audited
	€ thou	€ thou
Non-current assets
Concessions, industrial property rights
and similar rights	2,793	2,209
Goodwill	1,816	1,816
Advance payments	288	242
Intangible assets	4,897	4,267
Land and buildings
including buildings on third-party land	22,847	14,700
Technical equipment and machinery	8,447	8,581
Other equipment, operating and office equipment	3,309	2,394
Advance payments and assets under development	851	482
Property, plant and equipment	35,454	26,157
Investments in associates	0	0
Investment securities	4,552	5,477
Other loans	241	275
Financial assets	4,793	5,752
Deferred tax assets	1,436	1,567
	46,580	37,743
Current assets
Raw materials and supplies	5,470	4,052
Work in progress	2,659	2,178
Finished goods	6,272	7,106
Inventories	16,970	13,336
Trade receivables	17,232	7,751
Receivables from construction contracts	23,142	0
Receivables associates	130	90
Other current assets	3,737	2,587
Trade receivables
and other current assets	44,241	10,428
Gold and commodities Securities	2,177 5,900	2,121 7,037
	8,077	9,158
Available-for-sale financial assets Cash in hand	11	8
Bank balances	35,148	15,635
Cash in hand, bank balances	35,159	15,643
	104,447	48,565

Statement of financial position	31	31
	Mar.2012	Dec.2011
Equity and liabilities (IHRS)	unaudited	audited
	€ thou	€ thou
Equity
Issued capital	6,456	6,600
Capital reserves	14,395	15,251
Legal reserve	61	61
Retained earnings	26,917	22,253
Non-controlling interests	2,184	2,046
	50,013	46,211
Non-current liabilities
Financial Liabilities	18,943	13,050
Other liabilities	3,526	829
Pension provisions	15,578	4,836
Other provisions	6,621	581
Deferred tax liabilities	4,166	2,691
	48,834	21,987
Current liabilities
Financial Liabilities	3,846	3,574
Advance payments received	14,412	20
Trade payables	10,720	7,972
Other liabilities	7,708	3,734
Provisions with the nature of a liability	10,780	2,148
Tax provisions	623	362
Other provisions	4,091	300
	52,180	18,110
Total equity and liabilities	151,027	86,308

Consolidated statement of cash flows	1 Jan. -	1 Jan. -
(unaudited)	31 Mar.	31 Mar.
	2012 € thou	2011 € thou
1. Cash flow from operating activities
Earnings before interest and taxes (EBIT)	3,681	1,794
Adjustments for non-cash transactions
Write-downs on non-current assets	992	900
Increase (+)/decrease (-) in provisions	-3,321	477
Income (-)/loss (+) from deconsolidation	0	-449
Negative difference from capital consolidation	-1,737	0
Other non-cash expenses/income	-273	-227
	-4,339	701
Change in working capital:
Increase (-)/decrease (+) in inventories, trade receivables
and other assets	-2,872	-3,359
Decrease (-)/increase (+) in trade payables
and other liabilities	4,485	1,570
	1,613	-1,789
Income taxes paid	-103	-77
Interest received	110	85
	7	8
Cash flow from operating activities	962	714
2. Cash flow from investing activities
Investments (-)/ divestments (+) intangible assets	-49	-35
Investments(-)/ divestments(+) property, plant and equipment	-611	-274
Investments (-)/ divestments (+) financial assets	34	26
Investments (-)/ divestments (+) of available-for-sale financial
assets and securities	2,888	-2,620
Disposal (+)/ acquisition (-) of consolidated companies	-10,028	513
Cash flow from investing activities	-7,766	-2,390
3. Cash flow from financing activities
Reacquired rights	-1,000	0
Repayments of financial loans	-1,535	-977
Interest payments	-254	-253
Cash flow from financing activities	-2,789	-1,230
Cash and cash equivalents at end of period
Change in cash and cash equivalents
(Subtotal 1-3)	-9,593	-2,906
Effects of changes in foreign exchange rates (non-cash)	39	-5
Changes in consolidated companies	29,070	0
Cash and cash equivalents at start of reporting period	15,643	17,644
Cash and cash equivalents at end of period	35,159	14,733
Composition of cash and cash equivalents
Cash in hand	11	7
Bank balances	35,148	14,726
Reconciliation to liquidity reserve on 31 Mar.	2012	2011
Cash and cash equivalents at end of period	35,159	14,733
Gold	2,177	1,767
Securities	10,452	16,353
Liquidity reserve on 31 Mar.	47,788	32,853

Sta f c in i ity ( ite ) ha l da d e d d tem t o te en ng es co nso q u un au
	Re ine d e ing ta arn s
	Iss d ue ita l ca p	Ca ita l p res erv es	Leg l a res erv es	Cu rre ncy lat ion tra ns d i f fer en ce	Av i la b le a for le sa f ina ia l nc ets ass	Ge d rat ne e l i da d te co nso ity eq u	S ha f re o ha ho l de s re rs f M B B A G o	No n l l i lng ntr co o int sts ere	Co l i da d te nso ity eq u
	€ t ho u	€ t ho u	€ t ho u	€ t ho u	€ t ho u	€ t ho u	€ t ho u	€ t ho u	€ t ho u
1 Ja 20 11 n.	6, 60 0	15, 25 1	61	21 8	60 5	22 33 0 ,	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 nsl atio n d iffe tra rre ncy ren ce	0	0	0	-1, 03 5	0	0	-1, 03 5	23 9	-79 6
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	-2, 00 0
Tot al c he nsi inc om pre ve om e	0	0	0	-1, 03 5	-48	2, 36 1	1, 27 8	-62 0	65 8
No n-C rol ling Int DS IT AG ont sts ere	0	0	0	0	0	0	0	44 0	44 0
Ch e fr de sol ida tio ang om con n	0	0	0	0	0	0	0	-14 2	-14 2
31 De c. 2 01 1	6, 60 0	15, 25 1	61	-81 7	55 7	22 51 3 ,	44 165 ,	2, 04 6	46 21 1 ,
Div ide id nds pa	0	0	0	0	0	0	0	0	0
Su bto tal	6, 60 0	15, 25 1	61	-81 7	55 7	22 51 3 ,	44 165 ,	2, 04 6	46 21 1 ,
Am ise d in her reh ive inc ts r ot oun eco gn co mp ens om e	0	0	0	0	88 2	0	88 2	0	88 2
Cu nsl atio n d iffe tra rre ncy ren ce	0	0	0	58 8	0	0	58 8	-60	52 8
Co lida ted rof it t p nso ne	0	0	0	0	0	3, 194	3, 194	198	3, 39 2
Tot al c he nsi inc om pre ve om e	0	0	0	58 8	88 2	3, 194	4, 66 4	138	4, 80 2
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
31 M 20 12 ar.	6, 45 6	14, 39 5	61	-22 9	1, 43 9	25 70 7 ,	47 82 9 ,	2, 184	50 01 3 ,

Notes to the interim consolidated financial statements

Accounting

The quarterly financial report of the MBB Group for the period 1 January 2012 to 31 March 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.

Change in the scope of consolidation

On 9 March 2012, MBB Industries AG, via Jade 1014.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 condition precedents. Following fulfilment of the conditions precedent named in the purchase agreement, the legal transfer and the transfer of control occurred on 31 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, will trade as MBB Fertigungstechnik GmbH in future and strengthen the Technical Applications segment.

€10.0 million of the purchase price is paid and €3.3 million is outstanding as contingent consideration. The payment will be made in 2014 subject to certain conditions, which MBB expects to be met.

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	31,683
Inventories	2,741
Non-current asstes
Intangibles	645
Property, plant and equipment	1,026
Current liabilities
Trade payables	1,673
Other liabilities	8,317
Advanced payments received	14,394
Provisions	7,768
Non-current liabilities
Pension provisions	10,798
Deferred tay liabilities	1,547
Provisions	5,606
Total assets	15,037

Of the financial resources reported, €8.7 million have been pledged as collateral for guarantee credits.

On 9 March 2012, Jade 1044.GmbH, renamed MBB Fertigungstechnik Beelen 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 with an interest rate of 4% and offset by monthly annuities beginning from the economic transfer. The buyer is entitled to special redemption payments. The purchase price is collateralised by a land register debt.

Segment reporting

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

1 Jan. - 31 Mar. 2012	Technical	Industrial	Trade &	Recon-	Group
	applications	production	services	ciliation
(unaudited)
	€ thou	€ thou	€ thou	€ thou	€ thou
Revenue from third parties	8,888	13,931	8,267	300	31,386
Other segments	99	68	5	-172	0
Total revenue	8,986	13,999	8,272	128	31,386
Earnings (EBIT)	2,455	1,093	53	80	3,681
Amortisation and depreciation	170	592	222	8	992
Investments	252	252	153
Investments in
associates*	0	0	0
Segment assets	59,560	30,461	8,544
Segment liabilities	58,374	9,448	3,991

1 Jan. - 31 Mar. 2011	Technical	Industrial	Trade &	Recon-	Group
	applications	production	services	ciliation
(unaudited)
	€ thou	€ thou	€ thou	€ thou	€ thou
Revenue from third parties	6,798	14,657	5,907	300	27,662
Other segments	187	42	8	-237	0
Total revenue	6,985	14,699	5,915	63	27,662
Earnings (EBIT)	323	621	754	97	1,795
Amortisation and depreciation	189	538	167	6	900
Investments	0	220	121
Investments in
associates*	0	0	0
Segment assets	16,129	33,715	5,918
Segment liabilities	5,246	11,038	2,800

* The shares in the Romanian companies are reported in the Technical Applications segment.

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 2011.

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.

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 condensed interim financial statements as at 31 March 12 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, 31 May 2012

Dr. Christof Nesemeier Gert-Maria Freimuth Chairman of the Managing Board Managing Board

Financial Calendar

Annual General Meeting 2012

18 June 2012, 10:00 am at Ludwig-Erhard-Haus, Fasanenstraße 85, 10623 Berlin

Half-Yearly Report 2012

31 August 2012

Zurich Capital Market Conference

26 September 2012

Analysts' Conference German Equity Forum Frankfurt/Main

12 -14 November 2012

Quarterly Report Q3/2012

28 November12

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.mbbindustries.com anfrage@mbbindustries.com

Imprint

© MBB Industries AG Joachimstaler Strasse 34 10719 Berlin, Germany

Cover photo: Andreas Rose

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