MBB SE — Interim / Quarterly Report 2013

May 31, 2013

Quarterly Financial Report March 31, 2013 MBB Industries AG . Berlin

MBB Industries in figures

Three months	2012	2013	Δ 2013 /
(unaudited)			2012
	IFRS	IFRS
Earnings figures	€ thou	€ thou	%
Revenue	31,386	55,502	76.8%
Operating performance	30,971	55,484	79.1%
Total performance	33,486	56,088	67.5%
Cost of materials	-20,321	-34,214	68.4%
Staff costs	-6,207	-12,739	105.2%
EBITDA	4,673	5,929	26.9%
EBITDA margin	15.1%	10.7%	-29.1%
EBIT	3,681	4,641	26.1%
EBIT margin	11.9%	8.4%	-29.4%
EBT	3,537	4,423	25.0%
EBT margin	11.4%	8.0%	-29.8%
Consolidated net profit after non-controlling interests	3,194	3,274	2.5%
Number of shares	6,600,000	6,600,000
eps in €*	0.49	0.51
Figures from the statement	31 Dec.	31 Mar.
of financial position	€ thou	€ thou	%
Non-current assets	46,573	47,512	2.0%
Current assets	102,079	114,895	12.6%
Of which cash and equivalents**	45,234	54,260	20.0%
Issued capital (share capital)	6,456	6,456	0.0%
Other equity	50,955	54,224	6.4%
Total equity	57,411	60,680	5.7%
Equity ratio	38.6%	37.4%	-3.1%
Non-current liabilities	37,733	44,889	19.0%
Current liabilities	53,508	56,838	6.2%
Total assets	148,652	162,407	9.3%
Net debt (-) or
net cash (+)**	31,464	27,526	-12.5%
Employees	31 Dec.	31 Mar.	%
	998	1,018	2.0%

* 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
Consolidated Interim Group Management Report	3
Business and economic conditions	3
Results of operations, financial position and net assets	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 2013	5
Notes to the Interim Consolidated Financial Statements	11
Accounting	11
Accounting policies	11
Segment reporting	11
Changes in contingent liabilities	12
Related party transactions	12
Events after the end of the reporting period	12
Review	12
Responsibility statement	12
Financial Calendar	13
Contact	13
Legal notice	13

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 first quarter of the year. Our portfolio companies are reporting steady growth in incoming orders and encouraging orders on hand. Rising commodity prices mean that individual portfolio companies are faced with the challenge of realising higher product prices on the market. To date, the impact of the euro zone debt crisis has been manageable for the MBB Group. Providing it does not intensify further, we do not expect the crisis to have a significant effect on our companies.

Results of operations, financial position and net assets

The Group's net assets and financial position are positive. In the first three months of the financial year, the consolidated revenue of the MBB Group increased by 76.8% year-on-year to €55.5 million (previous year: €31.4 million).

Other operating income declined slightly year-on-year to €0.6 million (previous year: €0.8 million) and related in particular to exchange gains, investment subsidies and income from securities.

The ratio of the cost of materials to operating performance, which is defined as the total of revenue and changes in inventories and which amounted to €55.5 million in the first three months of 2013 (previous year: €31.0 million), declined to 61.7% after 65.6% in the same period of the previous year.

EBITDA (earnings before interest, taxes, depreciation and amortisation) increased by 26.9% to €5.9 million (previous year: €4.7 million). After depreciation and amortisation of €1.3 million, EBIT (earnings before interest and taxes) for the MBB Group amounted to €4.6 million in the first three months of the year (previous year: €3.7 million). Taking into account a financial result of €-0.2 million, EBT (earnings before taxes) amounted to €4.4 million (previous year: €3.5 million). The consolidated net profit after non-controlling interests totalled €3.3 million (previous year: €3.2 million) or €0.51 per share (based on 6,455,799 shares in circulation). Adjusted for the non-recurring income of €1.7 million from the first-time consolidation of MBB Fertigungstechnik GmbH in the first quarter of 2012, consolidated net profit improved by 125%.

The consolidated statement of financial position as at 31 March 2013 reported equity of €60.7 million (31 December 2012: €57.4 million), the highest figure in the history of MBB Industries AG. Based on total assets of €162.4 million, the equity ratio declined slightly to 37.4% compared with 38.6% as of 31 December 2012.

As at 31 March 2013, the MBB Group had financial liabilities of €26.7 million (31 December 2012: €13.8 million) and cash and cash equivalents including securities and physical gold reserves of €54.3 million (31 December 2012: €45.2 million). Accordingly, the net cash from the aforementioned liabilities and cash positions of the MBB Group amounted to €27.5 million compared with €31.5 million as of 31 December 2012. The increase in financial liabilities is primarily attributable to the refinancing of the purchase of land and buildings of MBB Fertigungstechnik GmbH at the start of 2013.

Segment performance

The following segments are reported:

• Technical Applications
• Industrial Production
• Trade & Services

The Technical Applications segment saw significant revenue growth compared with the first three months of the previous year. This was due to the recognition in full of the revenue generated by MBB Fertigungstechnik GmbH, which was not the case in the prior-year period. In the first quarter of 2012, the Technical Applications segment consisted solely of Delignit AG. In the first three months of 2013, the Technical Applications segment recorded external revenue of €33.1 million (previous year: €8.9 million). Segment EBIT increased to €3.6 million after €2.5 million in the previous year; the prioryear figure also included income from the first-time consolidation of MBB Fertigungstechnik GmbH in the amount of €1.7 million.

The Industrial Production segment recorded moderate revenue growth. External revenue for the period from 1 January to 31 March 2013 amounted to €14.2 million after €13.9 million in the same period of the previous year. By contrast, EBIT decreased from €1.1 million in the previous year to €0.8 million in the period under review.

Revenue in the Trade & Services segment remained nearly unchanged year-on-year at €8.2 million (previous year: €8.3 million). Segment EBIT remained unchanged at €0.1 million (previous year: €0.1 million).

Employees

The number of people employed by the MBB Group increased slightly from 998 as of 31 December 2012 to 1,018 as of 31 March 2013.

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 2012 financial year, which is available on our website.

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 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

Providing that the economy continues on its current path, the Managing Board is forecasting rising revenue in its existing investment portfolio and positive earnings on the whole in the 2013 and 2014 financial years.

The Managing Board considers the Group's equity and liquidity situation to be important factors in allowing it to grow in the current market environment, both organically and by acquiring new portfolio companies, while ensuring that it is in a position to act at all times and even in the event of new global crises.

Berlin, 31 May 2013

The Managing Board

IFRS consolidated statement of comprehensive income	1 Jan. -	1 Jan. -
(unaudited)		31 Mar. 2013 31 Mar. 2012
	€ thou	€ thou
Revenue	55,502	31,386
Increase (+) /decrease (-) in finished goods
and work in progress	-18	-415
Operating performance	55,484	30,971
Gain from
a bargain purchase	0	1,737
Other operating income	604	778
Total performance	56,088	33,486
Cost of raw materials and supplies	-27,749	-15,295
Cost of purchased services	-6,465	-5,026
Cost of materials	-34,214	-20,321
Wages and salaries	-9,251	-4,827
Social security
and pension costs	-3,488	-1,380
Staff costs	-12,739	-6,207
Other operating expenses	-3,206	-2,285
Earnings before interest, taxes, depreciation,
and amortisation (EBITDA)	5,929	4,673
Amortisation and depreciation expense	-1,288	-992
Earnings before interest and taxes (EBIT)	4,641	3,681
Other interest and similar income	54	110
Interest and similar expenses	-272	-254
Net finance costs	-218	-144
Earnings before taxes (EBT)	4,423	3,537
Income tax expense	-1,034	-123
Other taxes	-45	-22
Profit or loss for the period	3,344	3,392
Non-controlling interests (continuing operations)	-70	-198
Consolidated net profit	3,274	3,194
Earnings per share (in €)	0.51	0.49

IFRS Interim Consolidated Financial Statements 2013

IFRS consolidated statement of comprehensive income	1 Jan. -	1 Jan. -
(unaudited)		31 Mar. 2013 31 Mar. 2012
	€ thou	€ thou
Consolidated net profit	3,274	3,194
Non-controlling interests	70	198
Profit or loss for the period	3,344	3,392
Currency translation changes
recognised in equity	-204	528
Net profit (+) / loss (-) from the revaluation
of financial assets
in the "available for sale" category	129	882
Other comprehensive income after taxes	-75	1,410
Comprehensive income for the reporting period	3,269	4,802
Of which attributable to:
- Shareholders of the parent company	3,176	4,664
- Non-controlling interests	93	138

Statement of financial position		31 Mar. 2013 31 Dec. 2012
Assets (IFRS)	unaudited	audited
	€ thou	€ thou
Non-current assets
Concessions, industrial property rights
and similar rights	2,968	3,038
Goodwill	1,816	1,816
Advance payments	89	84
Intangible assets	4,873	4,938
Land and buildings
including buildings on third-party land	21,989	22,275
Technical equipment and machinery	7,057	7,644
Other equipment, operating and office equipment	3,310	3,297
Advance payments and assets under development	4,373	2,392
Property, plant and equipment	36,729	35,608
Investments in associates	0	0
Investment securities	4,833	4,932
Other loans	144	162
Financial assets	4,977	5,094
Deferred tax assets	933	933
	47,512	46,573
Current assets
Raw materials and supplies	5,533	4,907
Work in progress	2,949	2,905
Finished goods	6,836	7,082
Advance payments	4,372	3,468
Inventories	19,690	18,362
Trade receivables	15,939	17,588
Receivables from construction contracts	25,188	22,721
Receivables associates	92	115
Other current assets	4,559	2,991
Trade receivables
and other current assets	45,778	43,415
Gold and commodities	2,195	2,245
Securities	9,564	8,188
Available-for-sale financial assets	11,759	10,433
Cash in hand	11	10
Bank balances	37,657	29,859
Cash in hand, bank balances	37,668	29,869
	114,895	102,079
Total assets	162,407	148,652

Statement of financial position		31 Mar. 2013 31 Dec. 2012
Equity and liabilities (IFRS)	unaudited	audited
	€ thou	€ thou
Equity
Issued capital	6,456	6,456
Capital reserves	14,395	14,395
Legal reserve	61	61
Retained earnings	37,340	34,164
Non-controlling interests	2,428	2,335
	60,680	57,411
Non-current liabilities
Financial liabilities	17,828	11,224
Other liabilities	539	732
Pension provisions	18,299	18,173
Other provisions	4,067	4,153
Deferred tax liabilities	4,156	3,451
	44,889	37,733
Current liabilities
Financial liabilities	8,418	2,116
Advance payments received	9,733	12,305
Trade payables	10,006	10,957
Other liabilities	4,805	4,864
Provisions with the nature of a liability	11,653	11,225
Tax provisions	3,443	3,421
Other provisions	8,780	8,620
	56,838	53,508
Total equity and liabilities	162,407	148,652

Consolidated statement of cash flows	1 Jan. -	1 Jan. -
(unaudited)		31 Mar. 2013 31 Mar. 2012
	€ thou	€ thou
1. Cash flow from operating activities
Earnings before interest and taxes (EBIT)	4,641	3,681
Adjustments for non-cash transactions
Write-downs on non-current assets	1,288	992
Increase (+) / decrease (-) in provisions	201	-3,321
Bargain purchase	0	-1,737
Loss (+) / gain (-) from the disposal of PPA	-10	0
Other non-cash expenses / income	213	-273
	1,692	-4,339
Change in working capital:
Increase (-) / decrease (+) in inventories, trade receivables
and other assets	-3,691	-2,872
Decrease (-) / increase (+) in trade payables
and other liabilities	-3,348	4,485
	-7,039	1,613
Income taxes paid	-853	-103
Interest received	54	110
	-799	7
Cash flow from operating activities	-1,505	962
2. Cash flow from investing activities
Investments (-) / divestments (+) intangible assets	-3	-49
Investments (-) / divestments (+) property, plant and equipment	-2,282	-611
Investments (-) / divestments (+) financial assets	18	34
Investments (-) / divestments (+) of available-for-sale financial
assets and securities	-1,097	2,888
Disposal (+) / acquisition (-) of consolidated companies	0	-10,028
Cash flow from investing activities	-3,364	-7,766
3. Cash flow from financing activities
Reacquired rights	0	-1,000
Proceeds from borrowing financial loans	13,501	0
Repayments of financial loans	-595	-1,535
Interest payments	-223	-254
Cash flow from financing activities	12,683	-2,789
Cash and cash equivalents at end of period
Change in cash and cash equivalents
(Subtotal 1-3)	7,814	-9,593
Effects of changes in foreign exchange rates (non-cash)	-15	39
Changes in consolidated companies	0	29,070
Cash and cash equivalents at start of reporting period	29,869	15,643
Cash and cash equivalents at end of period	37,668	35,159
Composition of cash and cash equivalents
Cash in hand	11	11
Bank balances	37,657	35,148
Reconciliation to liquidity reserve on 31 Mar.	2013	2012
Cash and cash equivalents at end of period	37,668	35,159
Gold	2,195	2,177
Securities	14,397	10,452
Liquidity reserve on 31 Mar.	54,260	47,788

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
	ine ing Re d e 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 12 n.	6, 60 0	25 15, 1	61	-81 7	55 7	22 00 2 ,	43 65 4 ,	2, 04 6	70 0 45 ,
Div ide nds id pa	0	0	0	0	0	-2, 84 1	-2, 84 1	0	-2, 84 1
Su bto tal	6, 60 0	15, 25 1	61	-81 7	55 7	19, 16 1	40 81 3 ,	2, 04 6	42 85 9 ,
Am ise d in her reh ive inc ts r ot oun eco gn co mp ens om e	0	0	0	0	1, 04 5	0	1, 04 5	0	1, 04 5
Cu nsl atio n d iffe tra rre ncy ren ce	0	0	0	77 9	0	0	77 9	-12 1	65 8
Co lida ted rof it t p nso ne	0	0	0	0	0	13, 43 9	13, 43 9	41 0	13, 84 9
Tot al c he nsi inc om pre ve om e	0	0	0	77 9	1, 04 5	13, 43 9	15, 26 3	28 9	15, 55 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 De c. 2 01 2	6, 45 6	14, 39 5	61	-38	1, 60 2	32 60 0 ,	55 07 6 ,	2, 33 5	57 41 1 ,
Div ide nds id pa	0	0	0	0	0	0	0	0	0
Su bto tal	6, 6 45	39 14, 5	61	-38	60 2 1,	32 60 0 ,	07 6 55 ,	2, 33 5	57 41 1 ,
Am ise d in her reh ive inc ts r ot oun eco gn co mp ens om e	0	0	0	0	129	0	129	0	129
Cu nsl atio n d iffe tra rre ncy ren ce	0	0	0	-22 7	0	0	-22 7	23	-20 4
Co lida ted rof it t p nso ne	0	0	0	0	0	3, 274	3, 274	70	3, 344
nsi inc Tot al c he om pre ve om e	0	0	0	-22 7	129	3, 27 4	3, 176	93	3, 26 9
31 M 20 13 ar.	6, 45 6	14, 39 5	61	-26 5	1, 73 1	35 87 4 ,	58 25 2 ,	2, 42 8	60 68 0 ,

Notes to the Interim Consolidated Financial Statements

Accounting

The interim financial report of the MBB Group for the period 1 January to 31 March 2013 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 2012. 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.

Segment reporting

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

1 Jan. - 31 Mar. 2013	Technical	Industrial	Trade &	Recon-	Group
	Applications	Production	Services	ciliation
(unaudited)
	€ thou	€ thou	€ thou	€ thou	€ thou
Revenue from third parties	33,075	14,179	8,248	0	55,502
Other segments	14	49	39	-102	0
Total revenue	33,089	14,228	8,287	-102	55,502
Earnings (EBIT)	3,638	785	129	89	4,641
Amortisation and depreciation	434	599	244	11	1,288
Investments	210	1,909	242
Investments in
associates*	0	0	0
Segment assets	61,251	33,685	8,355
Segment liabilities	54,248	8,806	3,674

1 Jan. - 31 Mar. 2012	Technical Applications	Industrial Production	Trade & Services	Recon- ciliation	Group
(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	8,987	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

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

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

Changes in contingent liabilities

There were no changes in contingent liabilities as against 31 December 2012.

Related party transactions

Business transactions between fully consolidated Group companies and unconsolidated Group companies 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 4 of the interim Group management report.

Review

The condensed interim consolidated financial statements as at 31 March 2013 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, 31 May 2013

Dr. Christof Nesemeier Gert-Maria Freimuth

Chairman of the Managing Board Member of the Managing Board

Financial Calendar

Annual General Meeting 2013

17 June 2013, 10:00 a.m. at Ludwig Erhard Haus, Fasanenstraße 85, 10623 Berlin, Germany

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

End of the financial year

31 December 2013

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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 anfrage@mbb.com

Legal notice

© MBB Industries AG Joachimstaler Straße 34 10719 Berlin, Germany

Cover photo: Andreas Rose

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