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MBB SE Interim / Quarterly Report 2017

Nov 30, 2017

279_10-q_2017-11-30_a05bf14f-0264-485c-9c3e-68ac58812f87.pdf

Interim / Quarterly Report

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QUARTERLY FINANCIAL REPORT SEPTEMBER 30, 2017

MBB SE, Berlin

MBB in figures

Nine months 2017 2016 Δ 2017 /
(unaudited) 2016
IFRS IFRS
Earnings figures €k €k %
Revenue 282,368 242,741 16.3
Operating performance 284,868 243,999 16.7
Total performance 290,009 245,601 18.1
Cost of materials -185,973 -156,006 19.2
Staff costs -61,321 -52,329 17.2
EBITDA 27,553 23,690 16.3
EBITDA margin 9.7% 9.7%
EBIT 20,711 18,080 14.6
EBIT margin 7.3% 7.4%
EBT 19,508 17,241 13.1
EBT margin 6.8% 7.1%
Consolidated net profit after
non-controlling interests 9,964 11,114 -10.3
Number of shares in circulation 6,587 6,587
eps in € 1.51 1.69 -10.3
Dividend in €k 4,018 3,866 3.9
Extra dividend in €k 4,018 0 100.0
Dividend per share in € 1.22 0.59 106.8
Figures from the statement 30 Sep 31 Dec
of financial position €k €k %
Non-current assets 142,054 112,267 26.5
Current assets 350,426 154,206 127.2
thereof cash and equivalents* 247,614 77,449 219.7
Issued capital (share capital) 6,587 6,587 0.0
Other equity 293,459 91,812 219.6
Total equity 300,046 98,399 204.9
Equity ratio 60.9% 36.9%
Non-current liabilities 74,320 69,889 6.3
Current liabilities 118,114 98,185 20.3
Total assets 492,480 266,473 84.8
Net debt (-) or
net cash (+)* 182,863 22,157 725.3
Employees 1,652 1,477 11.8

* This figure includes physical gold reserves and securities.

Contents

MBB in figures 1
Contents 2
Welcome note from the Executive Management 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
Supplementary report 5
Report on expected developments 6
IFRS interim consolidated financial statements for 2017 7
Notes to the interim consolidated financial statements 14
Accounting 14
Accounting policies 14
Segment reporting 14
Dividend 15
Changes in contingent liabilities 15
Related party transactions 15
Review 15
Responsibility statement 15
Financial calendar 16
Contact 16
Legal notice 16

Welcome note from the Executive Management

Dear Shareholders,

After nine months of the financial year, MBB shows organic growth in revenue and EBITDA of 16.3% year-on-year, thus continuing the rapid growth of the previous years. However, net earnings per share were down year-on-year by €0.18. This was firstly due to the weaker than expected third quarter at our biggest subsidiary Aumann, and secondly to the fact that we reduced our share in this company in the context of the IPO but have not yet invested the cash inflow generated. We have accordingly lowered our earnings forecast for the full year from €2.16 per share to €2.00, while the revenue forecast remains unchanged at €390 million.

In the fourth quarter, we acquired USK, another first-class German Mittelstand company, for Aumann, leading to an increase in the MBB Group's annualised revenue to €450 million and to an increase in its workforce to more than 2,000 employees. Compared to the figure of €332 million from 2016, MBB has thus rapidly increased its annualised revenue by more than 35%.

MBB does not consider Aumann's unexpectedly weak third quarter to be representative. Rather, the dynamics of automotive industry investments in e-mobility already exceed the assessment we had at the IPO in March this year. Almost on a daily basis, headlines confirm that automotive manufacturers are raising their investment budgets for this megatrend. Aumann is also seeing this growing wave of investment reflected in enquiries. We therefore regard the acquisition of USK for Aumann as all the more important, since we hereby gained more than 370 highly qualified technical employees who will directly contribute to a significant expansion of our technologically leading position in terms of capacity, too. Barely a year after the Aumann Group went public with revenue of €156 million, it thus already has annualised revenue of more than €260 million. Its workforce has now exceeded the threshold of 1,100 employees and trainees compared to 604 as at 31 December 2016. In our view, a rapid increase in qualified employees is the main key to expanding our market leadership, so we are very pleased about this development.

New qualified employees are also the key to success at the other MBB subsidiaries, which all display fully utilised capacity, high order intake and increasing order backlogs, and thus show impressive organic growth.

We are still continuing to hold many talks on the acquisition of potential new investments. Thanks to MBB's successful history over more than twenty years as a solid, family-managed owner, we regularly manage to come into contact with potential sellers who would not consider a financial investor or a foreign buyer. The most recent example is the acquisition of USK, in which we negotiated exclusively with the family shareholders and particularly impressed them with our integrity, reliability and long-term orientation. Even after this acquisition, we still have significant financial leeway for further investments and acquisitions. We therefore expect to be able to continue our strong growth. As such, we believe that MBB is still well on the way to being included in the SDAX and Aumann in the TecDax.

We want to continue achieving an extraordinary increase in value in the future as well and hope that you will accompany us on this journey as MBB shareholders.

Yours,

The Executive Management of MBB SE

Interim Group management report

MBB SE is a medium-sized, family-owned company that forms the MBB Group together with its subsidiaries.

Business and economic conditions

Supported by the continued loose monetary policy of the European Central Bank, the Eurozone economies grew strongly again in nine months of 2017. According to initial estimates by Eurostat, growth in the third quarter amounted to 0.6% as against the previous quarter and was thus up around 2.5% on the third quarter of the previous year. The USA grew by 0.7% in the third quarter, somewhat less strongly than in the second quarter. In China, year-on-year growth in the third quarter came to 6.8%.

The sub-markets relevant to MBB saw positive development for the most part. In nine months of 2017, 3.7% more new vehicles were registered in the European Union compared to the same period of the previous year. Due to the positive development of the automotive sector, the German Association of the Automotive Industry (VDA) recently raised its forecast for the sales volume on the German market over the full year to 3.5 million vehicles, which would represent year-on-year growth of 4%. In addition, the increase in electric and hybrid vehicles is particularly relevant, with new registrations more than doubling year-on-year in nine months of 2017.

Figures from the European Automobile Manufacturers' Association (ACEA) show that the number of new registrations for light commercial vehicles in Europe increased by 3.3% year-on-year in nine months. With regard to the main European markets, growth of 2.2% was observed in Germany, 6.5% in France and 14.4% in Spain, while registration figures in the UK decreased by 3.3%.

According to figures from the German Association for Information Technology, Telecommunications and New Media (bitkom), the German IT market is still displaying strong growth. While the market volume grew by 2.6% to €83.0 billion in 2016, bitkom is forecasting further growth of 3.4% to €85.8 billion for 2017 (as of October 2017). The main segment driving this growth is software (+6.3%), while an increase of 2.6% is expected for the hardware segment.

All of MBB's subsidiaries continue to have high order backlogs and reported constant order intake.

Results of operations, financial position and net assets

The Group's results of operations, financial position and net assets are still very positive. In nine months of the 2017 financial year, the MBB Group's consolidated revenue was up 16.3% year-on-year at €282.4 million (previous year: €242.7 million). Other operating income of €5.1 million (previous year: €1.6 million) includes income from capitalized development costs of €2.4 million, income from securities of €1.6 million and other income of €1.1 million. The ratio of cost of materials to the total operating performance of €284.9 million in nine months of the year (previous year: €244.0 million) increased from 63.9% in the same period of the previous year to 65.3%, which is attributable mainly to the growthrelated rise in external services received.

EBITDA (earnings before interest, taxes, depreciation and amortisation) increased by 16.3% to €27.6 million (previous year: €23.7 million). After depreciation and amortisation of €6.8 million (previous year: €5.6 million), EBIT (earnings before interest and taxes) amounted to €20.7 million (previous year: €18.1 million). Adjusted for net finance costs of minus €1.2 million, EBT (earnings before taxes) amounted to €19.5 million (previous year: €17.2 million). As a result of the increased share of noncontrolling interests at Aumann AG, consolidated net profit after non-controlling interests declined to €10.0 million or €1.51 per share in the first nine months (previous year: €11.1 million or €1.69 per share).

In the third quarter of 2017, the MBB Group's revenue increased by 6.1% to €88.5 million as against the third quarter of the previous year (€83.4 million). Due to capacity constraints at Aumann AG which led to delays in the completion of orders, third-quarter earnings at Aumann AG fell short of expectations. As a result, EBITDA in the MBB Group as a whole declined by 19.4% to €6.5 million as against €8.1 million in the same quarter of the previous year. After taking into account depreciation and amortisation of €2.2 million (previous year: €1.9 million), EBIT amounted to €4.3 million in the third quarter of the year as against €6.2 million in the previous year, which correspondents to a decrease of 31.0%. Consolidated net profit for the quarter amounted to €1.7 million as against €3.9 million in the same quarter of the previous year. This 57.9% decrease is also attributable to the rise in non-controlling interests, which was due in particular to the IPO of Aumann AG (increase in the share of non-controlling interests in Aumann AG's earnings from 6.5% to 46.4%). Earnings per share amounted to €0.25 as against €0.60 in the same quarter of the previous year.

As a result of the successful IPO of Aumann AG in March, which led to an increase in equity attributable to MBB SE shareholders of €24.56 per share, equity of €300.0 million was reported in the consolidated statement of financial position as at 30 September 2017 (€98.4 million as at 31 December 2016). Based on total consolidated assets of €492.5 million, the equity ratio is now 60.9% after 36.9% as at 31 December 2016.

Aumann AG's accelerated growth has resulted in a significant increase in working capital, resulting in negative operating cash flow of €15.5 million in nine months of 2017. In addition investments of €28.2 million were made in intangible assets, property, plant and equipment and financial assets up until September 2017. By contrast, there was a cash inflow from financing activities of €202.7 million, which was essentially due to the IPO of Aumann AG. This resulted in positive cash flow of €159.1 million in the first nine months of 2017.

As at 30 September 2017, the MBB Group had cash and cash equivalents of €247.6 million (including securities and physical gold reserves) against €77.4 million as at 31 December 2016. After deducting financial liabilities of €64.7 million (€55.3 million as at 31 December 2016), this resulted in a net cash position of €182.9 million for the MBB Group as against €22.2 million on 31 December 2016. Of this amount, €167.1 million is attributable to MBB SE.

Segment performance

The following segments are reported:

  • Technical Applications
  • Industrial Production
  • Trade & Services

Revenue and EBIT in the Technical Applications segment increased substantially. After nine months of 2017, external revenue in this segment amounted to €179.8 million (previous year: €148.7 million) and segment EBIT amounted to €17.1 million (previous year: €12.7 million).

Particularly due to increased sales volumes, revenue in the Industrial Production segment climbed to €70.0 million in the period from 1 January to 30 September 2017 as against €63.5 million in the same period of 2016. Increased commodity prices and higher depreciation and amortisation as a result of the previous year's high investments led to lower EBIT of €2.7 million as against €3.1 million in the previous year. By contrast, EBITDA in this segment amounted to €5.6 million, slightly exceeding the prior-year figure of €5.4 million.

External revenue in the Trade & Services segment increased significantly year-on-year to €32.6 million (previous year: €30.6 million). This was particularly the result of growth in the attractive area of services, which is characterised by a high share of recurring revenue. At €1.6 million, segment EBIT was higher than the already very strong level of the previous year, when EBIT amounted to €1.2 million.

Employees

The number of people employed by the MBB Group increased by 11.8%, from 1,477 as at 31 December 2016 to 1,652 as at 30 September 2017. The MBB Group is also training 95 apprentices at the moment.

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 2016 financial year, which is available on our website. There have been no significant changes in the risks and opportunities presented since 31 December 2016. The risk management system of MBB SE is appropriate for detecting risks at an early stage and taking immediate countermeasures.

Supplementary report

On 18 October 2017, Aumann AG, in which MBB SE holds a 53.6% stake, acquired 100% of the shares in USK Karl Utz Sondermaschinen GmbH ("USK"), Limbach–Oberfrohna, from the family shareholders. USK is a specialist in automation solutions and will support Aumann AG's growth with its development, design and assembly capacity. As a result of the acquisition of USK, the MBB Group's annualized revenue increases to more than €450 million.

Report on expected developments

Owing to the weaker third quarter, the Executive Management now forecasts earnings per share of €2.00 and unchanged total revenue of €390 million in the 2017 financial year.

The Executive Management considers the Group's equity and liquidity situation an excellent premise for a further positive development in the current market environment, both through organic growth and through the acquisition of new companies, while ensuring that it remains in a position to act at all times and even in the event of new global crises.

Berlin, 30 November 2017

The Executive Management of MBB SE

IFRS consolidated statement of comprehensive income 1 Jan - 1 Jan -
(unaudited) 30 Sep 2017 30 Sep 2016
€k €k
Revenue 282,368 242,741
Increase (+) / decrease (-) in finished goods
and work in progress 2,500 1,258
Operating performance 284,868 243,999
Other operating income 5,141 1,602
Total performance 290,009 245,601
Cost of raw materials and supplies -148,251 -124,116
Cost of purchased services -37,722 -31,890
Cost of materials -185,973 -156,006
Wages and salaries -48,373 -41,042
Social security
and pension costs -12,948 -11,287
Staff costs -61,321 -52,329
Other operating expenses -15,162 -13,576
Earnings before interest, taxes, depreciation,
and amortisation (EBITDA) 27,553 23,690
Amortisation and depreciation expense -6,842 -5,610
Earnings before interest and taxes (EBIT) 20,711 18,080
Other interest and similar income 216 501
Interest and similar expenses -1,419 -1,340
Net finance costs -1,203 -839
Earnings before taxes (EBT) 19,508 17,241
Income tax expense -5,644 -4,850
Other taxes -336 -208
Profit or loss for the period 13,528 12,183
Non-controlling interests -3,564 -1,069
Consolidated net profit 9,964 11,114
Earnings per share (in €) 1.51 1.69

IFRS interim consolidated financial statements for 2017

IFRS consolidated statement of comprehensive income 1 Jan - 1 Jan -
(unaudited) 30 Sep 2017 30 Sep 2016
€k €k
Consolidated net profit 9,964 11,114
Non-controlling interests 3,564 1,069
Profit or loss for the period 13,528 12,183
Items that may be subsequently reclassified
to profit and loss
Currency translation differences 451 -231
Available for sale financial assets 583 1,550
Other comprehensive income after taxes 1,034 1,319
Comprehensive income for the reporting period 14,562 13,502
thereof attributable to:
- Shareholders of the parent company 11,001 12,441
- Non-controlling interests 3,561 1,061
IFRS consolidated statement of comprehensive income 1 July - 1 July -
(unaudited) 30 Sep 2017 30 Sep 2016
€k €k
Revenue 88,508 83,386
Increase (+) / decrease (-) in finished goods
and work in progress 1,490 -6
Operating performance 89,998 83,380
Other operating income 1,028 476
Total performance 91,026 83,856
Cost of raw materials and supplies -46,611 -42,598
Cost of purchased services -11,678 -11,415
Cost of materials -58,289 -54,013
Wages and salaries -16,178 -13,703
Social security
and pension costs -4,367 -3,805
Staff costs -20,545 -17,508
Other operating expenses -5,660 -4,228
Earnings before interest, taxes, depreciation,
and amortisation (EBITDA) 6,532 8,107
Amortisation and depreciation expense -2,247 -1,893
Earnings before interest and taxes (EBIT) 4,285 6,214
Other interest and similar income 84 90
Interest and similar expenses -476 -493
Net finance costs -392 -403
Earnings before taxes (EBT) 3,893 5,811
Income tax expense -1,120 -1,315
Other taxes -164 -68
Profit or loss for the period 2,609 4,428
Non-controlling interests -953 -499
Consolidated net profit 1,656 3,929
Earnings per share (in €) 0.25 0.60
Statement of financial position 30 Sep 2017 31 Dec 2016
Assets (IFRS) unaudited audited
€k €k
Non-current assets
Concessions, industrial property rights and similar rights 7,178 4,919
Goodwill 11,874 11,874
Intangible assets 19,052 16,793
Land and buildings
including buildings on third-party land 36,356 34,555
Technical equipment and machinery 19,507 19,540
Other equipment, operating and office equipment 5,995 5,510
Advance payments and assets under development 11,853 4,806
Property, plant and equipment 73,711 64,411
Investment securities 35,898 21,925
Other loans 902 902
Financial assets 36,800 22,827
Deferred tax assets 12,491 8,236
142,054 112,267
Current assets
Raw materials and supplies 11,812 8,505
Work in progress 5,116 4,078
Finished goods 12,580 11,051
Advance payments 2,995 2,137
Inventories 32,503 25,771
Trade receivables 27,175 25,519
Receivables from construction contracts 72,285 39,660
Other current assets 6,747 7,732
Trade receivables
and other current assets 106,207 72,911
Gold and commodities 1,920 1,946
Securities 6,009 8,679
Available-for-sale financial assets 7,929 10,625
Cash in hand 25 14
Bank balances 203,762 44,885
Cash in hand, bank balances 203,787 44,899
350,426 154,206
Total assets 492,480 266,473
Statement of financial position 30 Sep 2017 31 Dec 2016
Equity and liabilities (IFRS) unaudited audited
€k €k
Equity
Issued capital 6,587 6,587
Capital reserve 178,167 17,480
Legal reserve 61 61
Retained earnings 70,944 67,979
Non-controlling interests 44,287 6,292
300,046 98,399
Non-current liabilities
Liabilities to banks 35,666 32,940
Other interest bearing liabilities 2,656 2,505
Trade payables 29 165
Other liabilities 197 375
Pension provisions 24,372 24,403
Other provisions 5,737 5,838
Deferred tax liabilities 5,663 3,663
74,320 69,889
Current liabilities
Liabilities to banks 25,352 18,904
Other interest bearing liabilities 1,077 943
Advance payments received 14,145 14,740
Trade payables 25,966 28,352
Other liabilities 6,991 5,895
Provisions with the nature of a liability 27,548 14,539
Tax provisions 2,351 2,851
Other provisions 14,684 11,961
118,114 98,185
Total equity and liabilities 492,480 266,473
Consolidated statement of cash flows 1 Jan - 1 Jan -
(unaudited) 30 Sep 2017 30 Sep 2016
€k €k
1. Cash flow from operating activities
Earnings before interest and taxes (EBIT) 20,711 18,080
Adjustments for non-cash transactions
Write-downs on non-current assets 6,842 5,610
Increase (+) / decrease (-) in provisions -132 3,548
Gains (+) / losses (-) from disposal of PPE -201 -9
Other non-cash expenses / income 216 -204
6,725 8,945
Change in working capital:
Increase (-) / decrease (+) in inventories, trade receivables
and other assets -40,411 -17,211
Decrease (-) / increase (+) in trade payables
and other liabilities 945 2,422
-39,466 -14,789
Income taxes paid -3,655 -3,461
Interest received 216 501
-3,439 -2,960
Cash flow from operating activities -15,469 9,276
2. Cash flow from investing activities
Investments (-) / divestments (+) intangible assets -2,803 178
Investments (-) / divestments (+) property, plant and equipment -15,290 -8,580
Investments (-) / divestments (+) financial assets 0 12
Investments (-) / divestments (+) of available-for-sale financial
assets and securities -10,694 598
Cash from disposal of assets 599 9
Cash flow from investing activities -28,188 -7,783
3. Cash flow from financing activities
IPO Aumann AG (less IPO cost) 203,363 0
Profit distribution to shareholders -8,036 -3,886
Payments to Non-Controlling Interests -351 -107
Proceeds from borrowing financial loans 10,161 12,336
Repayments of financial loans -987 -5,132
Finance lease payments -23 0
Interest payments -1,419 -1,205
Cash flow from financing activities 202,708 2,006
Cash and cash equivalents at end of period
Change in cash and cash equivalents
(Subtotal 1-3) 159,051 3,499
Effects of changes in foreign exchange rates (non-cash) -163 -28
Cash and cash equivalents at start of reporting period 44,899 23,591
Cash and cash equivalents at end of period 203,787 27,062
Composition of cash and cash equivalents
Cash in hand 25 17
Bank balances 203,762 27,045
Reconciliation to liquidity reserve on 30 Sep 2017 2016
Cash and cash equivalents at end of period 203,787 27,062
Gold 1,920 2,098
Securities 41,907 29,239
Liquidity reserve on 30 Sep 247,614 58,399
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Notes to the interim consolidated financial statements

Accounting

The interim financial report of the MBB Group for the period from 1 January to 30 September 2017 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 preparing the consolidated financial statements as at 31 December 2016. 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.

Segment reporting

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

1 Jan - 30 Sep 2017
(unaudited)
Technical
Applications
Industrial
Production
Trade &
Services
Recon-
ciliation
Group
€k €k €k €k €k
Revenue from third parties 179,784 69,987 32,597 0 282,368
Other segments 6 88 453 -547 0
Total revenue 179,790 70,075 33,050 -547 282,368
Earnings (EBIT) 17,091 2,676 1,597 -653 20,711
Amortisation and depreciation 2,332 2,912 1,565 33 6,842
Investments 8,997 5,086 2,103
Segment assets 155,207 62,596 11,717
Segment liabilities 78,948 18,491 4,224
1 Jan - 30 Sep 2016 Technical Industrial Trade & Recon- Group
Applications Production Services ciliation
(unaudited)
€k €k €k €k €k
Revenue from third parties 148,729 63,460 30,552 0 242,741
Other segments 17 88 257 -362 0
Total revenue 148,746 63,548 30,809 -362 242,741
Earnings (EBIT) 12,698 3,106 1,202 1,074 18,080
Amortisation and depreciation 2,182 2,328 1,067 33 5,610
Investments 3,686 3,209 1,507
Segment assets 116,073 52,813 10,274
Segment liabilities 68,553 14,856 6,168

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

Dividend

On 28 June 2017, the Annual General Meeting of MBB SE resolved the distribution of a dividend of €4.0 million (€0.61 per entitled share) plus a special dividend of €4.0 million (€0.61 per entitled share) for the 2016 financial year. The dividend was paid out on 3 July 2017.

Changes in contingent liabilities

There were no changes in contingent liabilities as against 31 December 2016.

Related party transactions

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

Review

The condensed interim consolidated financial statements as at 30 September 2017 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 net assets, financial position and results of operations 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, 30 November 2017

The Executive Management of MBB SE

Financial calendar

End of financial year

31 December 2017

Annual General Meeting 2018 28 June 2018e

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