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January - September 2017

Interim Report

LETTER TO OUR SHAREHOLDERS

Thomas Wolf, Chairman of the Administrative Board, CEO

DEAR SHAREHOLDERS, DEAR FRIENDS OF RIB SOFTWARE SE,

The RIB Group looks back on a successful Q3 2017 during

which the third Phase-III-contract of the current calendar

year could already be concluded with Implenia, the leading

Swiss construction and construction services company. In

addition, six Phase-II-contracts were reported. Strong

growth rates were also achieved for revenue and software

licenses. The RIB stock price reflects this positive develop-

ment.

In recent years, from 2011 to 2016, our iTWO community

and iTWO/YTWO brands have reached a high level. For the

new five year plan from 2017 to 2021, and the years there-

after until 2026, the outlook is positive throughout. Govern-

ments worldwide, the IT industry and clients are discovering

the benefits of integrating two (iTWO) worlds, the virtual into

the physical. iTWO stands for this MR (Mixed Reality) pro-

cess in the construction industry.

1. We are on a strong path to reach our 2021 – 2026 tar-

gets: building up a community of 1,000 iTWO 5D techno-

logy partners and iTWO key account clients as the engi-

ne to transform the traditional building and infrastructure

industry into one of the most advanced industries on the

planet, keeping a steady EBITDA margin of approx.

30% in the software business.

2. We are on a strong path to support with iTWO³ - New

Thinking, New Working, New IT Technology - and the

iTWO City Technology the development of the 21st cen-

tury City and Infrastructure, also known as “Smart Cities”.

3. We are on a strong path to support with iTWO 4.0 the

next generation of IT, the Internet of Things (IoT). With

the new iTWO 4.0 platform and YTWO platform, iTWO

SP (smart production) and the xTWO platform, we have

LETTER TO OuR ShAREhOLDERS

2 RIB SOFTWARE SE | INTERIM REPORT JANUARY - SEPTEMBER 2017

developed exactly those solutions that the market is de-

manding and requiring for the digitalization and industri-

alization.

The global building and construction industry has re-

ached a size of almost uSD 9 trillion and will grow to

uSD 15 trillion by 2025. The IT spending can grow

from around uSD 90 billion (1%) today to around uSD

500 billion (3.3%). To position ourselves as a lea-

ding supplier tapping into this USD 500 billion mar-

ket, we will work hard on our organizational foundation.

Following RIB’s philosophy, we consider ourselves an IT

partner and enabler, which creates value to our clients,

rather than just a software vendor. To achieve this goal, we

have trained world-leading experts in the areas of business

process management, technical enterprise resource plan-

ning & controlling. Our RIB top experts have deep practical

knowledge in the macro- and micro-economic dynamics in

the global made-to-order and process industry. Together

with our clients, we are determined to halve their current

and future risks and double their profits. We are deter-

mined to reduce up to 50% waste in different sectors and

to achieve 30% benefits for the whole iTWO community, as

well as a contribution to the greater society. We are also

determined to support our industry by developing the next

generation of talents together with the leading technology

universities in the world, such as Georgia Institute of Tech-

nology in Atlanta, uSA.

In 2016, we have completed the R&D work on the iTWO 4.0

Release 1.0, the next generation platform which will be the

main RIB technology in 2017 - 2021. Consequently we are

continuing the shift, which we started in the last year, from

a more R&D driven organization into a stronger marketing

driven organization. We are now able to offer standardized

IT solutions based on global “best practices”, which include

industry-specific content. In 2016, we have also positioned

YTWO in the market, the perfect IT platform and supply

chain solution for real estate developers and construction

materials suppliers.

In summary, with iTWO³, iTWO 4.0, YTWO Formative (SCM),

iTWO SP (PPS and smart production), iTWO PCI (project

cost insurance), iTWOtx (tender exchange platform), iTWO

FM (facility management), iTWO City (project developer plat-

form), iTWO World (communication platform), xTWOstore

(e-commerce platform for sanitaryware), iTWOscm, iTWOcx

(Collaboration Platform) and iTWO LAB (conceptual working

environment), we are working with maximum speed on

the end-to-end construction process.

The iTWO Technology development is done in close part-

nership and cooperation with our key iTWO Technology

Partners, such as clients, enablers and universities. here we

have formed together with our investors one of the stron-

gest IT teams in the world.

The world economy has slowed down in the last months

and some sectors like Oil & Gas and regions like China have

reduced their growth outlook for the next 12 months. But,

based on the 4.0 (IoT) and mass customization opportunity

for the process and made-to-order industry and on the infra-

structure needs of a 4 billion strong middle class of consu-

mers (today: 2 billion) in the next years, the fundamentals

are extremely supportive for a strong business development

in 2017 - 2026. Moreover, RIB also has a strong financial

foundation, which enables it to win a significant stake of the

expected uSD 500 billion market opportunity in the future.

Thanks for your trust and support. I can promise the RIB

team will not rest and work hard to reach the next record

level and reach a real break-through for our technology, for

our management and for our investors.

Kind regards

Thomas Wolf

LETTER TO OuR ShAREhOLDERS

3INTERIM REPORT JANUARY - SEPTEMBER 2017 | RIB SOFTWARE SE

RIB OVERVIEW

HIGHLIGHTS JANUARY - SEPTEMBER 2017

CONSOLIDATED FIGURES - OVERVIEW

€ million unless otherwise indicated3rd quarter

20173rd quarter

2016 change9 months

20179 months

2016 change

Revenue 28.4 20.9 35.9% 81.7 70.8 15.4%

Software licenses 10.8 4.4 145.5% 26.6 19.2 38.5%

Software as a Service / Cloud 3.0 2.8 7.1% 10.4 9.7 7.2%

Maintenance 8.1 7.0 15.7% 24.0 20.5 17.1%

Consulting 4.6 5.2 -11.5% 15.2 16.2 -6.2%

e-Commerce 1.9 1.4 35.7% 5.4 5.2 3.8%

Operating EBITDA* 11.2 4.2 166.7% 35.9 17.9 100.6%

as % of revenue 39.4% 20.1 % 43.9% 25.3%

Operating EBT* 7.2 1.9 278.9% 25.0 10.9 129.4%

as % of revenue 25.4% 9.1 % 30.6% 15.4 %

Expenses from purchase price

allocations (PPA amortisation) 0.9 1.0 -10.0% 2.7 3.1 -12.9%

Net cash flows from operating

activities . - , 25.3 13.3 90.2%

Cash incl. available-for-sale

securities** . - , 148.3 135.4 9.5%

Equity ratio** . - ,, 81.1% 82.1% .

Average number of employees . - , 815 762 7.0%

* EBITDA and EBT adjusted for currency effects (9M 2017: € -0.2 million; 9M 2016: € -0.9 million) and one-off / special effects (9M 2017: € +0.4 million; 9M 2016: € 0.0 million)

** Previous year as of 31 December 2016

9M 2016 9M 20169M 2017 9M 2017

CASH FLOWS FROM OP. ACTIVITIES

in € million

SOFTWARE LICENSE REVENUES

in € million26.6 25.3

13.3

19.2

38.5% 90.2%

9M 2016 9M 2017 9M 2016 9M 2017

REVENUEin € million

70.881.7

35.9

17.9

15.4% 100.6%

OPERATING EBITDA*in € million

RIB OvERvIEW


RIB ON THE CAPITAL MARKET

RIB SHARE PRICE PERFORMANCE JANUARY - SEPTEMBER 2017

EVALUATION OF THE ANALYSTS

RIB Software SE TecDax

90%

100%

110%

120%

130%

140%

€ 16.12

€ 14.88

€ 13.64

€ 12.40

€ 11.16

JAN FEB MAR APR MAY JUN JUL AUG SEP

€ 17.36

SHARE PRICE GAINJAN-SEP 2017

>44%

SHARE PRICE GAININ Q3 2017

>21%

MARKET CAPITALIZATION END OF Q3

>€ 840 million

KEPLER CHEUVREUX

BUY | € 22.00

EQUINET

BUY | € 16.50

HAUCK & AUFHÄUSER

BUY | € 16.00

UBS

Neutral | € 15.10

WARBURG

BUY | € 18.50

BERENBERG

BUY | € 17.00

RIB ON ThE CAPITAL MARKET


INTERIM GROUP MANAGEMENT REPORTREPORT ON EARNINGS, FINANCIAL POSITION AND NET WORTH

REVENUE INCREASES BY 15.4% TO € 81.7 MILLION SOFTWARE LICENCE REVENUE INCREASES BY 38.5% TO € 26.6 MILLION The RIB Group maintained its positive business performance of the first half-year of 2017 and continued to achieve strong

growth rates for revenue and profit. During the first nine months, Group revenue increased by 15.4% to € 81.7 million (previ-

ous year: € 70.8 million). International revenue increased by 31.5% to € 43.4 million (previous year: € 33.0 million). Revenue

in the iTWO key account segment increased by 108.2% to € 12.7 million (previous year: € 6.1 million). The sale of software

licenses also witnessed significant growth of 38.5% to € 26.6 million (previous year: € 19.2 million).

Deferred maintenance rates increased by 17.1% from € 20.5 million to € 24.0 million and continue to form a large share of re-

curring revenue. In sum, recurring revenue (Maintenance and SaaS) increased by 13.9% to € 34.4 million (previous year: € 30.2

million). Revenue in the iTWO mass market segment increased by 14.5% to € 9.5 million (previous year: € 8.3 million).

OPERATING EBITDA* INCREASES BY 100.6% TO € 35.9 MILLIONOperating earnings before interest, taxes, depreciation and amortization of property and intangible assets (operating EBITDA*)

increased by 100.6% to € 35.9 million compared to the previous year (previous year: € 17.9 million) which corresponds to

an operating EBITDA margin of 43.9% (previous year: 25.3%). Operating earnings before taxes (operating EBT*) increased

significantly by 129.4% to € 25.0 million (previous year: € 10.9 million) during the reporting period. This includes the sale of

software licences to the joint venture YTWO in the first quarter of 2017. The resulting effect of € 7.6 million was stated under

other operating income (cf. Note 5 of Annex to the RIB Software SE Interim Report). Expenses from purchase price allocations

(PPA amortisation) reduced markedly by 12.9% to € 2.7 million (previous year: € 3.1 million). The tax rate was 36.1% (previ-

ous year: 43.0%). Due to the revenue growth in the high-margin business segments, the Group‘s gross margin increased by

approximately 7 percentage points to 61.1% (previous year: 54.2%).

R&D COSTS INCREASES BY 33.8% TO € 9.9 MILLIONR&D costs increased by 33.8% to € 9.9 million (previous year: € 7.4 million) during the reporting period. This increase was

primarily due to the strengthening of our iTWO 4.0 development team. At € 7.7 million, administrative costs remained at the

previous year‘s level (previous year: € 7.7 million). Marketing and distribution costs increased by 7.9% to € 13.7 million (previ-

ous year: € 12.7 million). The average number of employees increased by 7.0% to 815 (previous year: 762).

OPERATING CASH FLOW AT € 25.3 MILLION (+90.2%)Net cash flow from operating activities reached € 25.3 million during the reporting period and exceeded the previous year‘s

value by 90.2% (previous year: € 13.3 million). This development was driven primarily by successful business develop-

ment. In addition, the remaining payment of software sales to YTWO in the first quarter of 2017 led to inflows of funds

totaling € 4.6 million.

Net cash flow from investments was € -3.5 million compared to € -4.6 million in the previous year. The reporting period inclu-

des payments of € 2.9 million from the sale of MAC International to the joint venture YTWO.

*) EBITDA, EBT adjusted for currency effects (9M 2017: € -0.2 million; 9M 2016: € -0.9 million) and one-off / special effects (9M 2017: € 0.4 million; 9M 2016:

€ 0.0 million)


INTERIM GROuP MANAGEMENT REPORT | REPORT ON EARNINGS, FINANCIAL POSITION AND NET WORTh

Net cash flow from financing activities of € -1.5 million (previous year: € -15.9 million) primarily includes payments of bank

liabilities for the acquisition of the business property in Stuttgart (€ 6.0 million) and the dividend payments (€ -7.2 million).

In the previous year, this included dividend payments (€ -7.3 million), payments for the acquisition of treasury shares (€ -5.8

million) and payments for the settlement of other financial liabilities (€ -2.6 million).

On 30 September 2017, the Group possessed liquid funds, including securities available for sale, of € 148.3 million (31 Decem-

ber 2016: € 135.4 million). Equities amounted to € 288.0 million (31 December 2016: € 291.8 million). The equity ratio was

slightly reduced to 81.1% (31 December 2016: 82.1%).

Trade payables reduced slightly to € 1.5 million (31 December 2016: € 2.5 million). Trade receivables increased by € 8.0 million

to € 26.4 million (31 December 2016: € 18.4 million).

OPPORTUNITY AND RISK REPORTBased on the very positive YTWO development in 2017, Flex, as the joint venture partner of YTWO, has agreed to a shift of

the exercise period of the option right from 01.02.2018 to 01.09.2018. See also note 19 to the consolidated financial state-

ments for the 2016 financial year.

With regard to further important opportunities and risks of the expected development of the RIB Group, please refer to the

opportunities and risks described in the management report of 31 December 2016.

FORECAST REPORTIn view of the sustainable trend towards the digital transformation of the construction industry, we continue to see good

growth opportunities for the RIB Group, which are reflected in the successful development in the third quarter of 2017. In the

first nine months of 2017, the RIB Group‘s revenue and EBITDA are significantly above the previous year‘s figures. Based

on a promising deal pipeline, we are currently assuming further Phase-II-deals in 2017, but with the uncertainty that these

deals may shift to future periods in 2018. Due to the positive business development in the first nine months of 2017, the RIB

Group concretises the revenue forecast for fiscal year 2017 to the upper third of the published guidance (€ 98 million to € 108

million) and increases the EBITDA forecast for fiscal year 2017 to a range from € 38 million to € 41 million (previous forecast:

€ 28 million to € 38 million).


REPORT ON EARNINGS, FINANCIAL POSITION AND NET WORTh | INTERIM GROuP MANAGEMENT REPORT

CONSOLIDATED INCOME STATEMENT

For the period: 01.01.2017 to 30.09.2017

figures in € thousand, unless otherwise indicated Note3rd quarter

20173rd quarter

20169 months

20179 months

2016

Revenue (4) 28,372 20,924 81,681 70,798

Cost of sales -10,337 -10,082 -31,831 -32,365

Gross profit 18,035 10,842 49,850 38,433

Other operating income (5) 868 294 10,155 696

Marketing and distribution costs -4,669 -3,804 -13,691 -12,722

General administrative expenses -2,277 -2,750 -7,740 -7,720

Research and development expenses -3,238 -2,371 -9,923 -7,405

Other operating expenses (6) -134 -280 -461 -1,217

Financial income 65 57 123 275

Finance costs -43 -39 -136 -369

Profit shares from investments accounted for

using the equity method -1,345 -45 -2,989 -3

Profit before tax 7,262 1,904 25,188 9,968

Income taxes -3,323 -793 -9,079 -4,253

Profit after tax 3,939 1,111 16,109 5,715

Loss attributable to non-controlling interests -13 -10 -40 -120

Profit attributable to owners of the parent

company 3,952 1,121 16,149 5,835

Result per share on the basis of the share ear-

nings of the shareholders of RIB Software SE:

- -

basic (8) 0.09 € 0.02 € 0.36 € 0.13 €

diluted (8) 0.09 € 0.02 € 0.35 € 0.13 €

CONSOLIDATED INTERIM FINANCIAL STATEMENTS


CONSOLIDATED INTERIM FINANCIAL STATEMENTS | CONSOLIDATED INCOME STATEMENT

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the period: 01.01.2017 to 30.09.2017

Figures in € thousand3rd quarter

20173rd quarter

20169 months

20179 months

2016

Profit after tax 3,939 1,111 16,109 5,715

Components reclassified with no effect on profit and loss: , . -

Revaluations -46 8 -137 24

Other consolidated comprehensive income after taxes for components reclassified with no effect on profit and loss -46 8 -137 24

Components reclassified in subsequent periods with an effect on profit and loss:

-

Exchange differences -3,765 -194 -13,386 -1,318

Changes in value of available-for-sale securities 0 0 0 0

Other consolidated comprehensive income after taxes for components reclassified with an effect on profit and loss -3,765 -194 -13,386 -1,318

Other consolidated comprehensive income after taxes -3,811 -186 -13,523 -1,294

Total consolidated comprehensive income 128 925 2,586 4,421

of which attributable to non-controlling interests -13 -10 -40 -120

of which attributable to owners of the parent company 141 935 2,626 4,541


CONSOLIDATED STATEMENT OF COMPREhENSIvE INCOME | CONSOLIDATED INTERIM FINANCIAL STATEMENTS

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS OF 30.09.2017 AND 31.12.2016

Figures in € thousand Note 30.09.2017 31.12.2016

Goodwill (9) 65,113 67,166

Other intangible assets 48,719 50,005

Property, plant and equipment 15,478 16,185

Investment properties 4,822 5,272

Investments accounted for using the equity method (10) 35,559 52,166

Prepaid land use lease payments 924 1,006

Other assets 16 16

Deferred tax assets 2,349 1,541

Total non-current assets 172,980 193,358

Inventories 1,937 1,432

Trade receivables 26,429 18,420

Gross amounts due from customers for contract

work 377 136

Available-for-sale securities 92 98

Other assets 5,020 6,650

Cash and cash equivalents 148,204 135,323

Total current assets 182,059 162,059

Total assets 355,039 355,417


CONSOLIDATED INTERIM FINANCIAL STATEMENTS | CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS OF 30.09.2017 AND 31.12.2016

Figures in € thousand Note 30.09.2017 31.12.2016

Subscribed capital 46,846 46,846

Treasury shares -10,597 -10,597

Capital reserves 183,309 182,284

Legal reserves 95 95

Other retained reserves - 144 0

Accumulated other consolidated comprehensive income -2,171 11,352

Retained earnings 70,575 61,926

Equity attributable to owners of the parent company 288,201 291,906

Non-controlling interests (11) -163 -123

Total equity 288,038 291,783

Pension provisions 3,970 3,840

Bank loans 5,300 0

Other provisions 323 286

Other finance liabilities 2,039 1,882

Deferred tax liabilities 11,210 12,116

Total non-current liabilities 22,842 18,124

Bank loans 400 0

Trade payables 1,496 2,456

Provisions for income taxes 8,812 4,337

Other provisions 1,142 1,153

Accruals 4,938 4,496

Deferred revenue 23,709 12,817

Other financial liabilities 50 579

Other liabilities 3,612 19,672

Total current liabilities 44,159 45,510

Total liabilities 67,001 63,634

Total equity and liabilities 355,039 355,417


CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS OF 30.09.2017 AND 31.12.2016 | CONSOLIDATED INTERIM FINANCIAL STATEMENTS

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the period: 01.01.2017 to 30.09.2017

Accumulated other comprehensive income

Figures in € thousand

Issued

capital

Capital

reserves

Legal

reserves

Other

retained

reserves

Changes in

value of avai-

lable-for-sale

securities

Foreign

currency

translation

reserve

Revalua-

tions

Treasury

shares

Retained

earnings

Equity attributa-

ble to owners of

parent

Non-con-

trolling

interests

Total equity

according to

consolidated

statement

of financial

position

As of 1 January 2016 46,846 181,396 95 0 1 8,332 -390 -4,828 54,657 286,109 -167 285,942

Profit after tax - - - - - - - - 5,835 5,835 -120 5,715

Other comprehensive income - - - - - -1,318 24 - - -1,294 - -1,294

Total comprehensive income 0 0 0 0 - 0 -1,318 24 0 5,835 4,541 -120 4,421

Purchase of treasury shares - - - - - - - -5,769 - -5,769 - -5,769

Dividend payment - - - - - - - - -7,291 -7,291 - -7,291

Capital increase - - - - - - - - - 0 - 0

Other changes - - - - - - - - - 0 - 0

Share-based remuneration - 807 - - - - - - - 807 - 807

As of 30 September 2016 46,846 182,203 95 0 1 7,014 -366 -10,597 53,201 278,397 -287 278,110

As of 1 January 2017 46,846 182,284 95 0 0 11,925 -573 -10,597 61,926 291,906 -123 291,783

Profit after tax - - - - - - - - 16,149 16,149 -40 16,109

Other comprehensive income - - - - 0 -13,386 -137 - - -13,523 - -13,523

Total comprehensive income 0 0 0 0 0 -13,386 -137 0 16,149 2,626 -40 2,586

Purchase of treasury shares - - - - - - - - - - - 0


Capital increase - - - - - - - - - - - 0

Other changes - - - 144 - - - - -304 -160 - -160

Share-based remuneration - 1,025 - - - - - - - 1,025 - 1,025

As of 30 September 2017 46,846 183,309 95 144 0 -1,461 -710 -10,597 70,575 288,201 -163 288,038


CONSOLIDATED INTERIM FINANCIAL STATEMENTS | CONSOLIDATED STATEMENT OF ChANGES IN EQuITY

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the period: 01.01.2017 to 30.09.2017

Accumulated other comprehensive income


Issued

capital

Capital

reserves

Legal

reserves

Other

retained

reserves

Changes in

value of avai-

lable-for-sale

securities

Foreign

currency

translation

reserve

Revalua-

tions

Treasury

shares

Retained

earnings

Equity attributa-

ble to owners of

parent

Non-con-

trolling

interests

Total equity

according to

consolidated

statement

of financial

position

As of 1 January 2016 46,846 181,396 95 0 1 8,332 -390 -4,828 54,657 286,109 -167 285,942

Profit after tax - - - - - - - - 5,835 5,835 -120 5,715

Other comprehensive income - - - - - -1,318 24 - - -1,294 - -1,294

Total comprehensive income 0 0 0 0 - 0 -1,318 24 0 5,835 4,541 -120 4,421

Purchase of treasury shares - - - - - - - -5,769 - -5,769 - -5,769


Capital increase - - - - - - - - - 0 - 0

Other changes - - - - - - - - - 0 - 0

Share-based remuneration - 807 - - - - - - - 807 - 807

As of 30 September 2016 46,846 182,203 95 0 1 7,014 -366 -10,597 53,201 278,397 -287 278,110

As of 1 January 2017 46,846 182,284 95 0 0 11,925 -573 -10,597 61,926 291,906 -123 291,783

Profit after tax - - - - - - - - 16,149 16,149 -40 16,109

Other comprehensive income - - - - 0 -13,386 -137 - - -13,523 - -13,523

Total comprehensive income 0 0 0 0 0 -13,386 -137 0 16,149 2,626 -40 2,586

Purchase of treasury shares - - - - - - - - - - - 0


Capital increase - - - - - - - - - - - 0

Other changes - - - 144 - - - - -304 -160 - -160

Share-based remuneration - 1,025 - - - - - - - 1,025 - 1,025

As of 30 September 2017 46,846 183,309 95 144 0 -1,461 -710 -10,597 70,575 288,201 -163 288,038


CONSOLIDATED STATEMENT OF ChANGES IN EQuITY | CONSOLIDATED INTERIM FINANCIAL STATEMENTS

CONSOLIDATED STATEMENT OF CASH FLOWS

For the period: 01.01.2017 to 30.09.2017

Figures in € thousand9 months

20179 months

2016

Cash flows from operating activities:

Profit before tax 25,188 9,968

Adjustments for:

Depreciation of property, plant and equipment 766 563

Amortisation of intangible assets 6,958 6,124

Depreciation of investment property 102 102

Changes in valuation allowances for trade receivables 37 114

Other non-cash items 12,589 1,122

Interest expense and other finance cost 136 369

Financial income -123 -275

45,653 18,087

Working capital adjustments:

Increase/decrease(-) in provisions and deferred liabilities -60 19

Increase(-)/decrease in receivables and other assets -9,970 2,015

Increase/decrease(-) in received payments -15,584 -476

Increase/decrease(-) in liabilities from trade payables and other liabilities 9,470 3,269

Cash generated from operations 29,509 22,914

Interest paid -68 -30

Interest received 53 181

Income taxes paid -4,180 -9,736

Net cash flows from operating activities 25,314 13,329

Proceeds from the disposal of non-current assets 4 0

Purchase of property, plant and equipment -476 -586

Purchase/production of intangible assets -5,922 -6,569

Disposal of consolidated companies less cash disposed 2,878 0

Purchase(-)/sale of available-for-sale securities 6 2,578

Net cash flows from investing activities -3,510 -4,577

Dividends paid -7,196 -7,291

Payments to non-controlling interests 0 -200

Payments made for the acquisition of treasury shares 0 -5,769

Payments made for redeeming other financial liabilities -150 -2,602

Dividend received from investments accounted for using the equity method 97 0

Cash received from bank loans 6,000 0

Repayment of bank loans -300 0

Net cash flows used in financing activities -1,549 -15,862

Change in cash and cash equivalents impacting cash flow 20,255 -7,110

Cash and cash equivalents at the beginning of the period 135,323 174,335

Currency-related change in cash and cash equivalents -7,374 -1,185

Cash and cash equivalents at the end of the period 148,204 166,040

Composition of cash and cash equivalents:

Liquid funds, unrestricted 145,065 164,266

Liquid funds, restricted 3,139 1,774

Total 148,204 166,040


CONSOLIDATED INTERIM FINANCIAL STATEMENTS | CONSOLIDATED STATEMENT OF CASh FLOWS

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS

1. CORPORATE INFORMATION

RIB Software AG has entered into a European Stock Company (Societas Europaea / SE) and is now trading as

RIB Software SE. The new legal form has been registered in the commercial register on 3 April 2017.

This condensed consolidated interim financial statement of RIB Software SE (the “Company”) and its subsidia-

ries (collectively the “Group”) was drawn up according to the regulations of the International Financial Repor-

ting Standards (IFRS). It complies in particular with the IAS 34 regulations “Interim reporting”.

The condensed consolidated interim financial statement has not been subjected to auditing inspection or a

general audit.

Our business activity is in some respects subject to seasonal fluctuations. In the past the revenue in the fourth

quarter tended to be higher than in the individual preceding quarters. The interim results can therefore only be

regarded as an indicator for the results of the entire financial year.

This condensed and unaudited consolidated interim financial statement should be read with the audited IFRS

consolidated financial statements of RIB Software SE as of 31 December 2016. Due to the representation of

the numbers in € thousands, rounding differences may arise in individual items.

2. ACCOUNTING POLICIES

In drawing up the consolidated interim financial report the same accounting policies and calculation methods

were used as in the consolidated financial statements as of 31 December 2016.

3. CONSOLIDATED GROUP

i-PBS Production Business Solutions Gmbh, vienna/Austria, and RIB Software (Americas) Inc., Wilmington/

uSA, were deconsolidated in the reporting period and deleted from the relevant company register.

Compared to the consolidated financial statements as of 31 December 2016, the scope of consolidation as of

30 September 2017 also includes RIB COE Europe Gmbh, Stuttgart. The company was founded on 19 April

2017. The sole shareholder is RIB Software SE.

4. REVENUE

Revenue breaks down as follows:

Figures in € thousand 9 months 2017 9 months 2016

Software licences 26,649 19,207

Software as a service / cloud 10,404 9,742

Total software licences and software as a service / cloud 37,053 28,949

Maintenance 24,016 20,471

Consulting 15,249 16,193

e-Commmerce 5,363 5,185

Total revenue 81,681 70,798


NOTES TO ThE CONSOLIDATED INTERIM FINANCIAL STATEMENTS | CONSOLIDATED INTERIM FINANCIAL STATEMENTS

The total software licence revenue is subdivided as follows:


iTWO Key Account 12,746 6,062

iTWO Mass Market 9,543 8,267

SaaS / Cloud 10,404 9,742

Legacy Products 4,360 4,878

Total software licences and software as a service / cloud 37,053 28,949

5. OTHER OPERATING INCOME

Other operating income primarily include income from the software delivery to YTWO of € 7,601 thousand, in-

come from purchase price liabilities adjustments of € 380 thousand and income from receivables written down

of € 294 thousand. In the reporting period, rental income from investment property was in the amount of € 577

thousand and was included in other operating income.

6. OTHER OPERATING EXPENSES

Other operating expenses include foreign exchange expenses arising from cash and cash equivalents amoun-

ting to around € 219 thousand.

7. EXPENSES FOR EMPLOYEE BENEFITS AND NUMBER OF EMPLOYEES

Expenses for employee benefitsFigures in € thousand 9 months 2017 9 months 2016

Wages and salaries 31,870 29,476

Social security and pension costs 5,455 5,201

Total 37,325 34,677

Average number of employees 9 months 2017 9 months 2016

General administration 108 98

Research & development 331 299

Sales & marketing 154 138

Support & consulting 222 227

Total 815 762


CONSOLIDATED INTERIM FINANCIAL STATEMENTS | NOTES TO ThE CONSOLIDATED INTERIM FINANCIAL STATEMENTS

8. EARNINGS PER SHARE – BASIC AND DILUTED

Earnings per share are calculated on the basis of the profit share of the shareholders in RIB Software SE as

shown in the following table:

figures in € thousand 9 months 2017 9 months 2016

Profit share of the shareholders of RIB Software SE – basic and diluted 16,149 5,835

figures in thousand shares 9 months 2017 9 months 2016

Weighted average of shares in circulation - basic 44,985 45,351

Dilution effect 705 471

Weighted average of shares in circulation - diluted 45,690 45,822

The average commercial value of the Company’s shares used to calculate the dilution effect of existing share

options is based on the quoted market prices for the period in which the options were in circulation.

9. GOODWILLFigures in € thousand 30.09.2017 31.12.2016

Licence/software business segment 42,513 43,730

SaaS/Cloud business segment 12,380 12,770

Consulting business segment 5,591 5,815

iTWO reporting segment 60,484 62,315

xTWO (e-Commerce) business segment 689 689

xTWO reporting segment 689 689

GZ TWO development entity 3,046 3,268

Arriba Finance 894 894

Total 65,113 67,166

The change in carrying amounts by € -2,053 thousand was attributable to currency translation effects of good-

will held in local currency, which were recognised outside profit or loss.

10. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD

Figures in € thousand YTWO Exactal Others Total

Carrying amounts as of 31.12.2016 49,170 2,892 104 52,166

Additions 0 0 39 39

Elimination of unrealized profits from “downstream sales” -7,601 0 0 -7,601

Dividend paid to the group 0 -97 0 -97

Profit/loss attributable to the group recognized in the consolidated income statement -3,199 210 0 -2,989

Profit/loss attributable to the group recognized in the consolidated comprehensive income -5,836 -123 0 -5,959

Carrying amounts as of 30.09.2017 32,534 2,882 143 35,559



11. NON-CONTROLLING INTERESTS

The non-controlling interests relates to 25% of the shares of xTWOmarket Gmbh.

12. SEGMENT INFORMATION

Please refer to section (7) of our consolidated financial statements for the 2016 financial year for information on

the basis of our segment reporting and notes on the segments.

The tables below show the segment revenue, segment results and reconciliations with the revenue shown in

the consolidated income statement:

9 months 2017

Figures in € thousand iTWO xTWO Total

Revenue, external 76,318 5,363 81,681

License / Software 50,665 - 50,665

SaaS / Cloud 10,404 - 10,404

Consulting 15,249 - 15,249

xTWO (e-Commerce) - 5,363 5,363

Production costs -27,197 -4,634 -31,831

License / Software -13,161 - -13,161

SaaS / Cloud -1,994 - -1,994

Consulting -12,042 - -12,042

xTWO (e-Commerce) - -4,634 -4,634

Research and development expenses -9,915 -8 -9,923


SaaS / Cloud -2,673 - -2,673

Consulting - - 0

xTWO (e-Commerce) - -8 -8

Distribution and marketing costs -12,824 -867 -13,691

General administrative expenses -7,220 -520 -7,740

Other operating income and expenses 9,671 23 9,694

EBIT Segment 28,833 -643 28,190

Financial result -3,002

thereof profit shares from investments accoun-

ted for using the equity method 210 -3,199 -2,989

Income taxes -9,079

Consolidated net profit 16,109

EBITDA Segment 36,623 -543 36,080

EBITDA-margin 48.0% -10.1% 44.2%

Other segment information:

Segment amortisation and adjustments 7,790 100 7,890

Carrying amount of participation in the joint ven-

ture YTWO accounted for using the equity method - 32,534 32,534



9 months 2016

Figures in € thousand iTWO xTWO Total

Revenue, external 65,613 5,185 70,798

License / Software 39,678 - 39,678

SaaS / Cloud 9,742 - 9,742

Consulting 16,193 - 16,193

xTWO (e-Commerce) - 5,185 5,185

Production costs -27,442 -4,923 -32,365


SaaS / Cloud -1,329 - -1,329

Consulting -12,797 - -12,797

xTWO (e-Commerce) - -4,923 -4,923

Research and development expenses -7,373 -32 -7,405


SaaS / Cloud -1,721 - -1,721

Consulting - - 0

xTWO (e-Commerce) - -32 -32

Distribution and marketing costs -11,610 -1,112 -12,722

General administrative expenses -7,052 -668 -7,720

Other operating income and expenses -626 105 -521

EBIT Segment 11,510 -1,445 10,065

Financial result -97

thereof profit shares from investments accounted

for using the equity method 0 0 0

Income taxes -4,253

Consolidated net profit 5,715

EBITDA Segment 18,345 -1,364 16,981

EBITDA-margin 28.0% -26.3% 24.0%

Other segment information:

Segment amortisation and adjustments 6,835 81 6,916

Carrying amount of participation in the joint ven-

ture YTWO accounted for using the equity method - - 0

The Managing Directors as the chief operating decision-makers do not request submission of any regular de-

tails of segment assets and segment liabilities.



Geographic informationRevenue by geographic area (based on the location of customers) breaks down as follows:


EMEA (Europe, Middle East and Africa) 64,706 57,040

APAC (Asia Pacific) 6,646 3,133

North America 10,329 10,625

Total revenue 81,681 70,798

13. FINANCIAL INSTRUMENTS - FAIR VALUE

Classifications and fair valuesThe following table shows the book values and fair values of financial assets and financial liabilities, including

their levels in the fair value hierarchy. It does not contain any information on the fair value of financial assets

and financial debts that are not assessed at fair value if the book value is an appropriate approximation of the

fair value.



Carrying amount Fair value

Figures in € thousandAvailable

for saleLoans and

receivablesLevel

1Level

2Level

3 Total

As of 30 September 2017

Financial assets at fair value

Cash market and investment funds 86 - 86 - - 86

Corporate Bonds 6 - 6 - - 6

Total 92 - 92 - - 92

Financial assets not mea-sured at fair value

Accounts receivable trade - 26,429 - - - -

Other Assets* 844

Cash and cash equivalents - 148,204 - - - -

Total - 175,477 - - - -

Held for trading

Other finan-cial liabilities

Level 1

Level 2

Level 3 Total

Financial liabilities at fair value

Derivates 2,027 - - - 2,027 2,027

Financial liabilities not measured at fair value

Bank liabilities 5,700

Accounts payable trade - 1,496 - - - -

Other financial liabilities - 62 - - - -

Other liabilities** - 850 - - - -

Total 2,027 8,108 - - 2,027 2,027

* This item does not include other assets in the amount of € 4,192 thousand, which are not financial assets.

** This item does not include other liabilities in the amount of € 2,762 thousand, which are not financial

liabilities.



Carrying amount Fair value

Figures in € thousandAvailable

for saleLoans and

receivablesLevel

1Level

2Level

3 Total

As of 31 December 2016

Financial assets at fair value . .

Cash market and invest-ment funds 86 - 86 - - 86

Corporate Bonds 12 - 12 - - 12

Total 98 - 98 - - 98

Financial assets not mea-sured at fair value

Accounts receivable trade - 18,420 - - - -

Other Assets* 4,594

Cash and cash equivalents - 135,323 - - - -

Total - 158,337 - - - -

Held for trading

Other finan-cial liabilities

Level 1

Level 2

Level 3 Total

Financial liabilities at fair value

Derivates 2,239 - - 379 1,860 2,239

Financial liabilities not measured at fair value

Accounts payable trade - 2,456 - - - -

Other financial liabilities - 222 - - - -

Other liabilities** - 1,455 - - - -

Total 2,239 4,133 - 379 1,860 2,239

* This item does not include other assets in the amount of € 2,072 thousand, which are not financial assets.

** This item does not include other liabilities in the amount of € 18,217 thousand, which are not financial

liabilities.



Determination of the fair valuesThe Group uses the following hierarchy for determining and disclosing the fair value of financial instruments:

Level 1:

fair values measured based on quoted prices (unadjusted) in active markets for identical assets or liabilities

Level 2:

fair values measured based on valuation techniques for which any inputs which have a significant effect on

the recorded fair value are not observable, either directly or indirectly

Level 3:

fair values measured based on valuation techniques for which any inputs which have a significant effect on

the recorded fair value are not observable, either directly or indirectly

In determining the time when re-groupings are to be deemed to have occurred between different levels, we

refer to the date of the event or the change in the circumstances that caused the regrouping.

The financial liabilities measured at fair value are derivative financial liabilities from company acquisitions.

The derivatives classified as level 2 as of 31 December 2016 were liabilities from the acquisition of the sub-

sidiary RIB US Cost whose amount depends in particular on the future share price development of the RIB

Software SE. As of 31 March 2017 it was clear that the share price targets were no longer reached within the

agreed period, the liability of € 380 thousand was charged to the income statement as of 31 March 2017.

The derivatives assigned to level 3 are the liability under the option agreement in connection with the acquisi-

tion of the company RIB SAA.

In the 2015 financial year, the group acquired 75% of the shares in RIB SAA. At the same time, purchase and

sale options for the transfer of outstanding shares of 25% were concluded with the sellers. From the holding

position within the scope of the sale option agreement, the group has a financial liability for which an amortized

fair value of € 2,632 thousand was calculated. Of this, a partial amount of € 1,582 thousand was assigned to

the company acquisition and a partial amount in the amount of € 1,050 thousand in a separate transaction in

the form of a pay agreement.

The financial liability attributable to the acquisition of companies was estimated in full in the context of the

accounting for the acquisition of the company. The financial liability assigned to the separate transaction is

accrued over a period of 66 months at the charge of personnel expenses and is recognized as of the balance

sheet date with an amount of € 408 thousand in the financial liabilities. The personnel expenses attributable

to the reporting period amount to € 143 thousand. The interest on financial liabilities resulted in an interest

expense of € 25 thousand.



For a description of the techniques used in the assessment of this liability as well as the input factors used in

the calculation of the fair value, please refer to our explanations in section (38) in the consolidated financial

statement as of 31 December 2016.

In the reporting period, there were no transfers between levels one and two and no transfers into or out of level

three.

The financial liabilities valued at fair value developed as follows in the reporting period:

Figures in € thousand 2017

As of 1 January 2,239

Changes without effect on profits

0

Changes with effect on profits

Income from the subsequent valuation of purchase price liabilities (other operating income) -380

Personnel expenses from the accumulation of purchase price liabilities (production costs) 143

Expenses from the interest accrued on purchase price liabilities (finance expenses) 25

-212

As of 30 September 2,027

Material valuation parameters were subjected to a sensitivity analysis for measuring the financial liabilities

on level three. The calculations carried out for this purpose by the Group were undertaken separately for the

valuation parameters classified as material. An increase or decrease in the material assumptions would have

had the following effects on the carrying amounts of the financial liabilities on level three of € 2,027 thousand:


Sensitivity Carrying amount

Discounting interest rate used for the discounting period + 1 %-point 1,903

Discounting interest rate used for the discounting period - 1 %-point 2,060

Growth rate in the budgeted revenues in the budget period + 10.0 % 2,217

Growth rate in the budgeted revenues in the budget period - 10.0 % 1,678

Stuttgart, 30 October 2017

RIB Software SE

The Managing Directors

Thomas Wolf Michael Sauer helmut Schmid Mads Bording Rasmussen



IMPRINT

Published by:RIB Software SE

vaihinger Straße 151

70567 Stuttgart

Responsible for content:RIB Software SE, Stuttgart

Photos:Page 2: Andreas Dalferth

Design and realisation:RIB Software SE, Stuttgart.

All rights and technical alterations reserved.

Copyright 2017RIB Software SE

October 2017

Trademarks:RIB, RIB iTWO, ARRIBA, the RIB logo and the iTWO logo are registered Trademarks of RIB Software SE in Ger-

many und optionally in other countries. All other trademarks and product names is property of the respective

owners. After deadline changes may have occurred. RIB does not guarantee its accuracy.

Translation of the original German version:The English version of the Interim Report is a translation of the original German version; in the event of varian-

ces, the German version shall take precedence over the English translation.

FURTHER INFORMATION

FuRThER INFORMATION


RIB Software SEvaihinger Straße 151

70567 Stuttgart

Investor RelationsPhone: +49 (0) 711 7873-191

Fax: +49 (0) 711 7873-311

E-Mail: [email protected]

Internet: group.rib-software.com

CareersInternet: group.rib-software.com/en/careers

Product information and References

www.rib-software.com/itwo-references

www.rib-software.com/itwo-broschuere

CONTACT

FINANCIAL CALENDAR 2017

28 April 2017

Interim Report

(January - March 2017)

Analyst Conference Call

30 May 2017

Annual General Meeting

31 March 2017

Annual Report 2016


31 July 2017

Interim Report

(January - June 2017)


30 October 2017

Interim Report

(January - September 2017)


FuRThER INFORMATION


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January - September 2017

Interim Report

RIB Software SE

Investor Relations Vaihinger Straße 151 70567 Stuttgart

Phone: +49 711 7873-191 Fax: +49 711 7873-311

E-Mail: [email protected] Internet: group.rib-software.com

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