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MBB SE Interim / Quarterly Report 2014

Aug 29, 2014

279_10-q_2014-08-29_57403cee-90ed-4544-88a8-81efec6ffac3.pdf

Interim / Quarterly Report

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MBB Industries in figures

Half year 2013 2014 Δ 2014 /
(unaudited) 2013
IFRS IFRS
Earnings figures € thou € thou %
Revenue 114,338 111,196 -2.7
Operating performance 114,477 111,357 -2.7
Total performance 115,537 114,047 -1.3
Cost of materials -72,329 -67,948 -6.1
Staff costs -25,391 -25,873 1.9
EBITDA 11,419 11,929 4.5
EBITDA margin 10.0% 10.7% 7.0
EBIT 8,885 8,872 -0.1
EBIT margin 7.8% 8.0% 2.6
EBT 8,502 8,523 0.2
EBT margin 7.4% 7.7% 4.1
Consolidated net profit after non-controlling interests 6,312 6,615 4.8
Number of shares 6,600,000 6,600,000
eps in €* 0.98 1.01 3.1
Figures from the statement 31 Dec 30 Jun
of financial position € thou € thou %
Non-current assets 59,354 63,811 7.5
Current assets 117,852 125,025 6.1
there of cash and equivalents** 54,930 57,573 4.8
Issued capital (share capital) 6,456 6,600 2.2
Other equity 61,333 71,524 16.6
Total equity 67,789 78,124 15.2
Equity ratio 38.3% 41.4% 8.1
Non-current liabilities 48,150 49,723 3.3
Current liabilities 61,267 60,989 -0.5
Total assets 177,206 188,836 6.6
Net debt (-) or
net cash (+)** 23,843 23,899 0.2
Employees 1,088 1,126 3.5

* Based on the average number of shares outstanding as at 30 June. At the previous year key date the company hold 144,201 treasury shares, which were sold to an investor on 27 March 2014.

** This figure includes physical gold stock and securities.

Contents

MBB Industries in figures 1
Contents 2
Welcome Note from the Managing Board 3
Interim Group Management Report 4
Business and economic conditions 4
Results of operations, financial position and net assets 4
Segment performance 5
Employees 5
Report on risks and opportunities 5
Changes under company law 5
Supplementary report 5
Report on expected developments 5
IFRS Consolidated Interim Financial Statements 2014 6
Notes to the Consolidated Interim Financial Statements 13
Accounting 13
Accounting policies 13
Acquisition of a business area 13
Segment reporting 14
Dividend 14
Changes in contingent liabilities 14
Related party transactions 14
Events after the end of the reporting period 14
Review 15
Responsibility statement 15
Financial Calendar 16
Contact 16
Legal notice 16

W Welcome Note from m the Ma anaging B Board

De ear Shareholde ers,

Dr ne su sh riven by consis ess performanc bsidiaries are are for the firs stently solid ov ce in the first gradually unfo st half of the ye verall econom half of 2014. olding and mad ear. ic demand, M In particular, de a good con BB Industries the effects of tribution to th AG continued the recent in e record earni its positive bu vestments in ings of €1.01 usiour per

Sin tio sh Ma nce the start o on to the good ares held by M arch of this yea of the year, eq operating per MBB Industries ar. quity has there rformance, this AG were sold efore increased s also reflects to an institutio d from €67.8 m s the sale of tr onal investor b million to €78.1 easury shares by way of a priv 1 million. In ad s. All the treas vate placemen ddiury t in

Th Ad pro e MBB portfo dvanced Mater oduct range an lio was expan ials by OBO-W nd is further ex ded as a resu Werke in April 2 xpanding its m ult of the acqu 2014. Since the arket position. uisition of the en, the MBB s .ace despite mo tooling activit ubsidiary has s ties of Huntsm supplemented man its

Th sh en An Eu gro Po is good develo ares. In addit njoyed a rise in nnual General M uropean stock owing internat oland by Hanke opment since t tion to the sh n dividends fo Meeting appro corporation m tionalisation o e and in the dev the start of the hare price per or the eighth t ved the propos oving ahead, a f our Group a velopment of p e year took pla rformance, sha ime in a row, sal of the Man and thereby to already include production cap areholders of this year to € naging Board to continue oper e investments pacity in China ore recent cons MBB Industrie €0.55 per shar o transform the rations as MBB in the new p by MBB Fertig solidation in M es AG have a re. Moreover, e company int B SE. Signs of paper machine gungstechnik. MBB also the o a the e in

Ag €2 ye we gain we have s 250 million in ar in the histo ell. set ourselves a 2014 needs a ry of our comp ambitious obje strong second pany. We want ectives for our d half-year. Th t to keep on no r further devel his will be follo ot just preserv opment. The r owed in 2015 ing value, but revenue target by the twenti creating value t of eth e as

On go n the basis of o oal through org our financial so ganic growth an olidity and the nd by buying sm freedom this mall and mediu has given us, w um-sized enter we can continu rprises. ue to achieve t this

I h ho hope that you olders of MBB. will continue to support our r positive busi iness and shar re price perfor rmance as sha are-

Yo ours,

Dr Ch r Christof Nese hief Executive O emeier Officer

Be erlin, 29 Augus t 2014

Interim Group Management Report

MBB Industries 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

The development of the economic environment in Europe is currently moderately positive. The eurozone is slowly moving out of recession. Growth of 1.1% is now expected for 2014 according to the latest IMF forecast. The high unemployment in parts of Europe, exacerbated by capacity underutilisation, remains problematic. The growth forecast for Germany in 2014 is 1.9% and therefore higher than the eurozone average. Asia is still seen as the growth engine for the world economy. China is expected to grow by around 7.4% this year, making a key contribution to the global economy, for which growth of 3.4% is projected. There is no end in sight to the low-interest policy.

However, geopolitical risks in the Middle East and the crisis in Ukraine, which has harmed relationships between Russia and the west, could continue to escalate and lead to negative consequences for the markets relevant to MBB.

These risks have barely influenced the incoming orders or orders on hand for our equity investments to date. In isolated cases, however, MBB companies are facing margin challenges due to price pressure on sales markets combined with moderate increases in commodity prices.

Results of operations, financial position and net assets

The Group's results of operations, net assets and financial position are positive. In the first six months of the financial year, the consolidated revenue of the MBB Group decreased slightly by 2.7% year-onyear to €111.2 million (previous year: 114.3 million). The slight reduction in revenue is due in particular to project business, with the uneven distribution of revenue over the year at the biggest equity investment MBB Fertigungstechnik.

In addition to the income of €1.3 million from the first-time consolidation following the acquisition of a Huntsman division for OBO-Werke, other operating income includes income of €1.4 million. This is up slightly as against the previous year (€1.1 million) and relates to the derecognition of liabilities, income from sales of securities, other income from securities and income from investment subsidies.

The ratio of cost of materials to total operating performance of €111.4 million in the first six months of 2014 (previous year: €114.5 million) declined to 61.0% after 63.2% in the same period of the previous year.

EBITDA (earnings before interest, taxes, depreciation and amortisation) increased by 4.5% to €11.9 million (previous year: €11.4 million). After depreciation and amortisation of €3.1 million, EBIT (earnings before interest and taxes) for the MBB Group in the first half of the year was €8.9 million (previous year: €8.9 million). Adjusted for net finance costs of €0.3 million, EBT (earnings before taxes) amounted to €8.5 million (previous year: €8.5 million). The consolidated net profit after non-controlling interests was €6.6 million (previous year: €6.3 million) or €1.01 per share (based on an average of 6,532,406 shares outstanding) in the first six months.

The consolidated statement of financial position as at 30 June 2014 reported equity of €78.1 million (31 December 2013: €67.8 million). On 27 March 2014, MBB Industries AG sold 144,201 treasury shares to an institutional investor by way of a private placement, which contributed to the significant increase in equity along with the result for the first half of the year. Based on total consolidated assets of €188.8 million, the equity ratio climbed to 41.4% as against 38.3% as at 31 December 2013.

As at 30 June 2014, the MBB Group had financial liabilities of €33.7 million (31 December 2013: €31.1 million) and cash and cash equivalents including securities and physical gold reserves of €57.6 million (31 December 2013: €54.9 million). Accordingly, net cash from the above liabilities and cash positions of the MBB Group amounted to €23.9 million compared to €23.8 million as at 31 December 2013. The rise in financial liabilities is essentially due to the investments carried out at Delignit AG and the Polish subsidiary Hanke Tissue Sp. z o.o..

Segment performance

The following segments are reported:

  • Technical Applications
  • Industrial Production
  • Trade & Services

There was a decline in revenue in the Technical Applications segment. In the first six months of 2014, external revenue in this segment amounted to €65.7 million (previous year: €70.9 million). Segment EBIT was down on the previous year's level at €6.8 million (previous year: €7.4 million).

The Industrial Production segment posted slight growth in revenue. External revenue for the period from 1 January to 30 June 2014 amounted to €29.1 million after €27.4 million in the same period of 2013, while EBIT was up at €2.5 million after €1.3 million in the previous year.

Revenue in the Trade & Services segment climbed slightly year-on-year to €16.4 million (previous year: €16.1 million). The segment's EBIT was down slightly on the previous year's figure of €0.1 million at minus €0.01 million.

Employees

The number of people employed by the MBB Group increased from 1,088 as at 31 December 2013 to 1,126 as at 30 June 2014.

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 2013 financial year, which is available on our website. There have been no significant changes in the risks and opportunities presented since 31 December 2013. The risk management system of MBB Industries AG is appropriate for detecting risks at an early stage and taking immediate countermeasures.

Changes under company law

On 30 June 2014, the Annual General Meeting accepted the proposal from the Managing Board and the Supervisory Board to transform the company into a European stock corporation (Societas Europaea, SE) with a one-tier management structure. The company will operate under the name MBB SE in future. The transformation will take effect on entry in the commercial register, which the Managing Board expects to happen in early 2015.

Supplementary report

On 15 August 2014, the MBB subsidiary CT Formpolster acquired the land and buildings it has been using for several years for €1.8 million. This transaction was financed by the house banks.

Report on expected developments

The Managing Board is planning revenue of €250 million and earnings on par with the previous year for the 2014 financial year. A further increase in revenue and a positive earnings level are forecast for the 2015 financial year. This forecast presumes that the economic performance on the sales markets relevant to MBB remains positive and that the political crises do not impair the business activities of the MBB Group more severely than has been the case to date.

The management considers the Group's equity and liquidity situation to be important factors in enabling it to grow in the current market environment, both organically and through the acquisition of new equity investments, while ensuring that it is in a position to act at all times and even in the event of new global crises.

Berlin, 29 August 2014

Dr Christof Nesemeier

Chief Executive Officer

IFRS consolidated statement of comprehensive income 1 Jan - 1 Jan -
(unaudited) 30 Jun 2014 30 Jun 2013
€ thou € thou
Revenue 111,196 114,338
Increase (+) / decrease (-) in finished goods
and work in progress 161 139
Operating performance 111,357 114,477
Bargain purchase 1,301 0
Other operating income 1,389 1,060
Total performance 114,047 115,537
Cost of raw materials and supplies -54,418 -58,910
Cost of purchased services -13,530 -13,419
Cost of materials -67,948 -72,329
Wages and salaries -19,320 -18,482
Social security and pension costs -6,553 -6,909
Staff costs -25,873 -25,391
Other operating expenses -8,297 -6,398
Earnings before interest, taxes, depreciation,
and amortisation (EBITDA) 11,929 11,419
Amortisation and depreciation expense -3,057 -2,534
Earnings before interest and taxes (EBIT) 8,872 8,885
Other interest and similar income 286 187
Interest and similar expenses -635 -570
Net finance costs -349 -383
Earnings before taxes (EBT) 8,523 8,502
Income tax expense -1,653 -1,955
Other taxes -92 -83
Profit or loss for the period 6,778 6,464
Non-controlling interests -163 -152
Consolidated net profit 6,615 6,312
Earnings per share (in €) 1.01 0.98

IFRS Consolidated Interim Financial Statements 2014

IFRS consolidated statement of comprehensive income 1 Apr - 1 Apr -
(unaudited) 30 Jun 2014 30 Jun 2013
€ thou € thou
Revenue 55,578 58,836
Increase (+) / decrease (-) in finished goods
and work in progress -104 157
Operating performance 55,474 58,993
Bargain purchase 1,301 0
Other operating income 1,023 456
Total performance 57,798 59,449
Cost of raw materials and supplies -27,309 -31,161
Cost of purchased services -6,880 -6,954
Cost of materials -34,189 -38,115
Wages and salaries -9,649 -9,231
Social security and pension costs -3,101 -3,421
Staff costs -12,750 -12,652
Other operating expenses -4,462 -3,192
Earnings before interest, taxes, depreciation,
and amortisation (EBITDA) 6,397 5,490
Amortisation and depreciation expense -1,540 -1,246
Earnings before interest and taxes (EBIT) 4,857 4,244
Other interest and similar income 179 133
Interest and similar expenses -333 -298
Net finance costs -154 -165
Earnings before taxes (EBT) 4,703 4,079
Income tax expense -1,156 -921
Other taxes -48 -38
Profit or loss for the period 3,499 3,120
Non-controlling interests -95 -82
Consolidated net profit 3,404 3,038
Earnings per share (in €) 0.51 0.47
IFRS consolidated statement of comprehensive income 1 Jan - 1 Jan -
(unaudited) 30 Jun 2014 30 Jun 2013
€ thou € thou
Consolidated net profit 6,615 6,312
Non-controlling interests 163 152
Profit or loss for the period 6,778 6,464
Currency translation changes
recognised in equity -73 -587
Net profit (+) / loss (-) from the revaluation
of financial assets in the available-for-sale category 102 -933
Other comprehensive income after taxes 29 -1,520
Comprehensive income for the reporting period 6,807 4,944
there of attributable to:
- Shareholders of the parent company 6,643 4,793
- Non-controlling interests 164 151
Statement of financial position 30 Jun 2014 31 Dec 2013
Assets (IFRS) unaudited audited
€ thou € thou
Non-current assets
Concessions, industrial property rights and similar rights 5,939 4,230
Goodwill 1,816 1,816
Advance payments 65 33
Intangible assets 7,820 6,079
Land and buildings including buildings on third-party land 24,197 21,378
Technical equipment and machinery 17,769 9,291
Other equipment, operating and office equipment 3,424 3,420
Advance payments and assets under development 821 10,736
Property, plant and equipment 46,211 44,825
Investment securities 8,243 6,556
Other loans 69 501
Financial assets 8,312 7,057
Deferred tax assets 1,468 1,393
63,811 59,354
Current assets
Raw materials and supplies 7,011 5,791
Work in progress 2,806 2,903
Finished goods 7,418 7,502
Advance payments 860 1,754
Inventories 18,095 17,950
Trade receivables 21,396 22,502
Receivables from construction contracts 30,339 22,988
Other current assets 5,865 6,038
Trade receivables
and other current assets 57,600 51,528
Gold and commodities 1,716 1,572
Securities 10,274 10,099
Available-for-sale financial assets 11,990 11,671
Cash in hand 22 19
Bank balances 37,318 36,684
Cash in hand, bank balances 37,340 36,703
125,025 117,852
Total assets 188,836 177,206
Statement of financial position 30 Jun 2014 31 Dec 2013
Equity and liabilities (IFRS) unaudited audited
€ thou € thou
Equity
Issued capital 6,600 6,456
Capital reserve 17,779 14,395
Legal reserve 61 61
Retained earnings 50,499 44,024
Non-controlling interests 3,185 2,853
78,124 67,789
Non-current liabilities
Liabilities to banks 24,535 24,401
Other liabilities 1,319 1,352
Pension provisions 18,481 18,286
Other provisions 1,081 1,286
Deferred tax liabilities 4,307 2,825
49,723 48,150
Current liabilities
Due to banks 7,675 5,373
Advance payments received 8,718 2,535
Trade payables 12,685 16,824
Other liabilities 4,821 5,844
Provisions with the nature of a liability 11,969 8,037
Tax provisions 3,298 7,300
Other provisions 11,823 15,354
60,989 61,267
Total equity and liabilities 188,836 177,206
Consolidated statement of cash flows 1 Jan - 1 Jan -
30 Jun 2014 30 Jun 2013
€ thou € thou
1. Cash flow from operating activities
Earnings before interest and taxes (EBIT) 8,872 8,885
Adjustments for non-cash transactions
Write-downs on non-current assets 3,057 2,534
Increase (+) /decrease (-) in provisions -3,541 -1,390
Bargain purchase -1,301 0
Gains (+) / Losses (-) from disposal of PPE 0 -20
Other non-cash expenses / income 74 -617
-1,711 507
Change in working capital:
Increase (-) / decrease (+) in inventories, trade receivables
and other assets -6,217 -6,786
Decrease (-) / increase (+) in trade payables
and other liabilities 4,920 -4,993
-1,297 -11,779
Income taxes paid -4,340 -896
Interest received 286 187
-4,054 -709
Cash flow from operating activities 1,810 -3,096
2. Cash flow from investing activities
Investments (-) / divestments (+) intangible assets -689 -124
Investments (-) / divestments (+) property, plant and equipment -4,195 -4,087
Investments (-) / divestments (+) financial assets 432 36
Investments (-) / divestments (+) of available-for-sale financial
assets and securities -2,123 -2,621
Cash flow from investing activities -6,575 -6,796
3. Cash flow from financing activities
Profit distribution to shareholders 0 -3,228
Sale of treasury shares 3,528 0
Proceeds from borrowing financial loans 2,436 13,664
Repayments of financial loans 0 -678
Interest payments -557 -570
Cash flow from financing activities 5,407 9,188
Cash and cash equivalents at end of period
Change in cash and cash equivalents
(Subtotal 1-3) 642 -704
Effects of changes in foreign exchange rates (non-cash) -5 -46
Cash and cash equivalents at start of reporting period 36,703 29,869
Cash and cash equivalents at end of period 37,340 29,119
Composition of cash and cash equivalents
Cash in hand 22 18
Bank balances 37,318 29,101
Reconciliation to liquidity reserve on 30 Jun 2014 2014
Cash and cash equivalents at end of period 37,340 29,119
Gold 1,716 1,620
Securities 18,517 15,433
Liquidity reserve on 30 Jun 57,573 46,172
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Notes to the Consolidated Interim Financial Statements

Accounting

The half-year financial report of the MBB Group for the period 1 January to 30 June 2014 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 2013. The preparation of the financial statements is influenced by accounting policies and 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.

Acquisition of a business area

On 29 April 2014, the MBB subsidiary OBO-Werke GmbH & Co. KG acquired the European tooling division from its long-term partner Huntsman Advanced Materials. OBO acquired production materials to manufacture block and paste materials, exclusive rights of sale to liquid products on the main European markets and licences for all products used in modelling, toolmaking and mould production. The sale has allowed Huntsman to focus more strongly on its core business.

For OBO-Werke the acquired business area supplements its product range and strengthens its market position. As a result of the acquisition, the revenue in the Industrial Production segment will increase further from the third quarter of 2014.

According to provisional calculations, the following assets and liabilities were assumed by 30 June 2014:

Assets and liabilities
Huntsman business € thou
Non-current asstes
Licences 1,142
Customer base 716
Liabilities
Deferred tax liabilities 557
Total assets 1,301

No purchase price was paid for the assets assumed by 30 June 2014. Passage of risk had not occurred for other acquired assets assumed by 30 June.

Segment reporting

The management of the MBB Group classifies the segments as reported in the interim Group management report.

1 Jan - 30 Jun 2014
(unaudited)
Technical
applications
Industrial
production
Trade &
services
Recon-
ciliation
Group
€ thou € thou € thou € thou € thou
Revenue from third parties 65,659 29,102 16,435 0 111,196
Other segments 61 90 144 -295 0
Total revenue 65,720 29,192 16,579 -295 111,196
Earnings (EBIT) 6,801 2,524 -88 -365 8,872
Amortisation and depreciation 1,189 1,296 550 22 3,057
Investments 924 2,371 554
Segment assets 74,852 44,352 7,398
Segment liabilities 56,279 9,864 2,817
1 Jan - 30 Jun 2013
(unaudited)
Technical
applications
Industrial
production
Trade &
services
Recon-
ciliation
Group
€ thou € thou € thou € thou € thou
Revenue from third parties 70,852 27,409 16,077 0 114,338
Other segments 35 100 85 -220 0
Total revenue 70,887 27,509 16,162 -220 114,338
Earnings (EBIT) 7,396 1,332 127 30 8,885
Amortisation and depreciation 846 1,173 493 22 2,534
Investments 368 3,626 520
Segment assets 65,131 33,963 8,772
Segment liabilities 50,092 9,062 4,456

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

Dividend

On 30 June 2014, the Annual General Meeting of MBB Industries AG resolved the distribution of a dividend of €3.63 million (55 cents per share) for the 2013 financial year. The dividend was paid on 1 July 2014.

Changes in contingent liabilities

There were no changes in contingent liabilities as against 31 December 2013.

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, please see the supplementary report on page 5 of the interim Group management report.

Review

The condensed consolidated interim financial statements as at 30 June 2014 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 consolidated interim 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, 29 August 2014

Dr Christof Nesemeier CEO

Financial Calendar

Analyst Conference German Equity Forum Frankfurt/Main 24 – 26 November 2014

Quarterly Report Q3/2014 28 November 2014

End of the financial year 31 December 2014

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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]

Legal notice

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