Barnes (B) 8-K/A Completion of Acquisition or Disposition of Assets

Page 1

Exhibit 99.2

OTTO MÄNNER HOLDING AG

Bahlingen a.K.

Reviewed Consolidated Financial Statements,

including a German GAAP to US GAAP reconciliation

note

for the six-month period ended

30 June 2013

Page 2

CONTENTS

REVIEW REPORT

LIST OF APPENDICES

CONSOLIDATED BALANCE SHEET AS AT 30 JUNE 2013                    Appendix 1

CONSOLIDATED PROFIT AND LOSS ACCOUNT

FOR THE PERIOD 1 JANUARY 2013 TO 30 JUNE 2013                    Appendix 2

CONSOLIDATED CASH FLOW STATEMENT

AS AT 30 JUNE 2013                                    Appendix 3

STATEMENT OF SHAREHOLDERS’ EQUITY

FOR THE PERIOD 1 JANUARY 2013 TO 30 JUNE 2013                    Appendix 4

NOTES ON THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS

AS AT 30 JUNE 2013                                    Appendix 5

RECONCILIATION FROM GERMAN GAAP TO US GAAP                    Appendix 6

GENERAL ENGAGEMENT TERMS                            Appendix 7

Page 3

INDEPENDENT ACCOUNTANTS' REVIEW REPORT

TO THE BOARD OF DIRECTORS AND STOCKHOLDERS OF

OTTO MÄNNER HOLDING AG, BAHLINGEN a. K., GERMANY

We have reviewed the accompanying consolidated balance sheet of Otto Männer Holding AG, Bahlingen a. K., Germany as of June 30, 2013, and the related consolidated statement of profit and loss, stockholders’ equity, cash flows prepared under accounting principles generally accepted in Germany, including a reconciliation to accounting principles generally accepted in the United States of America for net income for the six-month period ended June 30, 2013 and stockholders’ equity as of June 30, 2013 (collectively, the “reconciliations”) that has been included as an appendix to the accompanying consolidated financial statements, in accordance with the Statements on Standards for Accounting and Review Services issued by the American Institute of Certified Public Accountants. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to issue a report on these consolidated financial statements based on our review.

We conducted our interim review in accordance with the Statements on Standards for Accounting and Review Services issued by the American Institute of Certified Public Accountants. These Standards require that we plan and perform the review to obtain moderate assurance as to whether the financial statements are free of material misstatement. A review is limited primarily to inquiries of company personnel and analytical procedures applied to financial data and thus provides less assurance than an audit. We have not performed an audit and, accordingly, we do not express an audit opinion.

Based on our interim review, nothing has come to our attention that causes us to believe that the accompanying consolidated financial statements are not presented fairly, in all material respects in accordance with (i) accounting principles generally accepted in Germany and (ii) accounting principles generally accepted in the United States of America for the reconciliations.

The accompanying consolidated financial statements have been reissued with the reconciliations in adherence with SEC reporting requirements related to the anticipated sale of the Company’s subsidiaries to Barnes Group, Inc., a U.S. publicly-traded company

Freiburg, 28 October 2013

Bansbach Schübel Brösztl & Partner GmbH
Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft
Schell Wirtschaftsprüfer (German Public Auditor)	Eichin Wirtschaftsprüferin (German Public Auditor)

Page 4

							Appendix 1
CONSOLIDATED BALANCE SHEET AS AT 30 June 2013
OF OTTO MÄNNER HOLDING AG, BAHLINGEN A. K.
A S S E T S
							31 Dec. 2012
				EUR			KEUR
A.	FIXED ASSETS
	I.	Intangible Assets
		1.	Industrial property rights acquired against payment
			and similar rights and values as well as licences
			to such rights and values	584,115.26			675
		2.	Advance payments	21,700.00			20
					605,815.26		695
	II.	Tangible Assets
		1.	Property, rights equivalent to real property
			and buildings including buildings on
			third-party land	24,934,147.20			25,380
		2.	Plant and machinery	8,813,664.76			7,743
		3.	Other fixed assets and office equipment	1,453,392.89			1,511
		4.	Advance payments and assets under construction	1,490,925.81			931
					36,692,130.66		35,565
						37,297,945.92	36,260
B.	CURRENT ASSETS
	I.	Inventories
		1.	Raw, auxiliary and operating materials	2,286,914.22			1,826
		2.	Work in progress	7,760,880.40			7,558
		3.	Finished goods and merchandise	2,281,195.54			1,622
					12,328,990.16		11,006
	II.	Receivables and other
		assets
		1.	Trade receivables	15,075,931.98			12,615
		2.	Other assets	1,263,060.75			688
					16,338,992.73		13,303
	III.	Cash in hand and at credit institutions
		and cheques			45,827,921.29		37,126
						74,495,904.18	61,435
C.	PREPAID EXPENSES					659,094.14	983
D.	SURPLUS FROM OFFSETTING
						6,788.88	68
						112,459,733.12	98,746

Page 5

L I A B I L I T I E S
							31 Dec. 2012
					EUR		KEUR
A.	EQUITY
	I.	Subscribed capital			10,000,000.00		10,000
	II.	Retained earnings
		1.	Legal reserve	1,000,000.00			1,000
		2.	Other retained earnings	38,769,009.06			38,769
					39,769,009.06		39,769
	III.	Consolidated net profit			33,216,582.47		25,330
	IV.	Currency translation difference			2,897,054.29		3,166
						85,882,645.82	78,265
B.	PROVISIONS
	1.	Provisions for taxation			2,596,156.60		2,149
	2.	Other provisions			5,730,986.40		5,466
						8,327,143.00	7,615
C.	LIABILITIES
	1.	Amounts owed to credit institutions			2,878,968.63		3,329
	2.	Advance payments received on orders			11,392,398.47		6,944
	3.	Trade payables			2,893,389.07		1,898
	4.	Other liabilities			886,552.56		460
			thereof from taxes:
			EUR 232.591,20 Previous year: KEUR 270			18,051,308.73	12,631
D.	DEFERRED TAX LIABILITIES					198,635.57	235
						112,459,733.12	98,746

Page 6

							Appendix 2
CONSOLIDATED PROFIT AND LOSS ACCOUNT
FOR THE PERIOD FROM 1 JANUARY 2013 TO 30 JUNE 2013
OF OTTO MÄNNER HOLDING AG, BAHLINGEN A. K.
							1 January
							to
							June 30, 2012
				EUR			KEUR
1.	Sales			43,880,421.20			39,714
2.	Change in stock
	of finished goods and work in progress			318,818.22			(313	)
3.	Other operating income			826,177.37			983
		of which from currency translation:
		EUR 118.827,61 previous year: KEUR 431
					45,025,416.79		40,384
4.	Material costs
	a)	Costs for raw, auxiliary and
		operating materials and for purchased goods		9,320,904.98			7,787
	b)	Costs for purchased services		3,083,385.52			1,921
5.	Personnel costs
	a)	Wages and salaries		11,972,403.52			11,483
	b)	Social insurance contributions and contributions for
		old-age pensions and for support		2,067,358.58			2,034
			of which for pension provision:
			EUR 65.721,00 previous year: KEUR 135
6.	Depreciation and amortization			1,549,086.34			1,318
7.	Other operating expenses			6,429,251.05			6,684
		of which from currency translation:
		EUR 136.664,03 previous year: KEUR 423
					(34,422,389.99	)	(31,227	)
8.	Other interest and similar income			133,646.61			142
9.	Interest and similar expenses			23,408.29			47
					110,238.32		95
10.	Profit or loss from normal business activity				10,713,265.12		9,252

Page 7

11.	Tax on income and profit	2,714,028.38			3,051
12.	Other taxes	112,714.38			149
			(2,826,742.76	)	(3,200	)
13.	Consolidated balance sheet profit		7,886,522.36		6,052
14.	Profit carried forward from previous year	25,330,060.11			29,168
15.	Allocations to other revenue reserves	—			(5,603	)
			25,330,060.11		23,565
16.	Consolidated balance sheet profit		33,216,582.47		29,617

Page 8

					Appendix 3
CONSOLIDATED CASH FLOW STATEMENT
AS AT 30 JUNE 2013
OF OTTO MÄNNER HOLDING AG, BAHLINGEN A. K.
The following cash flow statement divides the cash flows of the financial year into cash flows from operating, investing and financing activities whereby the total flow of funds from these three areas corresponds to the change in cash and cash equivalents which is defined as the difference between liquid funds and bank liabilities repayable at any time.
The presentation of the cash flow statement is in accordance with the recommendations of the German Standardisiation Board according to DRS 2/cash flow statement. of the German Standardisiation Board according to DRS 2/cash flow statement.
	1 Jan to		1 Jan to
	June 30, 2013		June 30, 2012
	KEUR		KEUR
Consolidated result for the year	7,887		6,052
Write-downs on fixed assets - property, plant and
equipment	1,549		1,318
Cash flow for the year according to DVFA/SG	9,436		7,370
Profit from the disposal of fixed assets
	(43	)	(125	)
Increase/decrease in short-term provisions	708		1,160
Increase in inventories and trade receivables
as well as other assets which are not attributable to
investing and financing activities	(4,116	)	(534	)
Increase in trade payables,
as well as other liabilities
which are not attributable to investing and financing activities	5,818		2,809
Cash Flow from operating activities (1)	11,803		10,680
	1 Jan to		1 Jan to
	June 30, 2013		June 30, 2012
	KEUR		KEUR
Proceeds from disposals of tangible fixed assets -
property, plant	46		283
Payments for investments in
plant, property and equipment	(2,658	)	(2,062	)
Payments for investments in intangible fixed assets

Page 9

	(49	)	(123	)
Cash Flow from investing activities (2)	(2,661	)	(1,902	)
Payments for the redemption of loans
and credit facilities	(450	)	(437	)
Cash Flow from financing activities (3)	(450	)	(437	)
	June 30, 2013		June 30, 2012
	KEUR		KEUR
Net change in cash and
cash equivalents (1) + (2) + (3)	8,692		8,341
Exchange rate movements and valuation changes
in cash and cash receivables	10		165
Cash and cash receivables at the beginning of the period	37,126		32,649
Cash and cash receivables at the end of the period	45,828		41,155
Composition of cash and cash receivables
	June 30, 2013		June 30, 2012
	KEUR		KEUR
Liquid funds	45,828		41,155
Cash and cash receivables at the end of the period	45,828		41,155

Page 10

							Appendix 4
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
FOR THE PERIOD FROM 1 JANUARY TO 30 JUNE 2013
OF OTTO MÄNNER HOLDING AG, BAHLINGEN A.K.
			Parent company				Group equity
			Subscribed capital	Consolidated retained earnings	Adjusted item for currency conversion
			EUR	EUR	EUR		EUR
	Status as at 31.12.2012		10,000,000.00	65,099,069.17	3,165,945.02		78,265,014.19
		Other changes	—	—	(268,890.73	)	(268,890.73	)
		Consolidated net income	—	7,886,522.36	—		7,886,522.36
	Status as at 30.06.2013		10,000,000.00	72,985,591.53	2,897,054.29		85,882,645.82

Page 11

Appendix 5

Otto Männer Holding AG, Bahlingen a.K.

Notes to the consolidated interim financial statements

as at 30 June 2013

1. General remarks

These half-yearly consolidated financial statements were prepared in accordance with Sec. 290 et seq. HGB [“Handelsgesetzbuch”: German Commercial Code]. The half-yearly consolidated financial statements are presented in EUR.

The income statement was prepared using the nature of expense method.

The closing date of all of the entities included in the half-yearly consolidated financial statements is 30 June 2013. The period ended 31 December 2012 is included as the comparative period. Additionally, a reconciling note from German-GAAP to US-GAAP is added.

2. Basis of consolidation

Apart from Otto Männer Holding AG,(the "parent company"), the half-yearly consolidated financial statements include three entities with registered offices in Germany and four entities with registered offices abroad, all of which are consolidated in accordance with the full consolidation principles.

The following companies are consolidated in accordance with equity share.

Name	Registered office	Share in equiy
Otto Männer Holding AG	Bahlingen a.K.	100	%
Otto Männer GmbH	Bahlingen a.K.	100	%
Otto Männer Innovation GmbH	Bahlingen a.K.	100	%
Otto Männer Immobilien GmbH	Bahlingen a.K.
Shareholder: Otto Männer Innovation GmbH		100	%
Manner USA, Inc.	Norcross, GA (USA)	100	%
Otto Männer Präzisionsformenbau AG	Au (Switzerland)	100	%
Manner Hong Kong Ltd.	Hong Kong	100	%
männer Japan Ltd.	Mito, Japan	100	%

3. Consolidation principles, consolidation methods

Equity consolidation for all subsidiaries is performed using the book value method by offsetting the carrying amounts of the shares against the proportionate equity of the subsidiary as of the corresponding date of incorporation. All differences from equity consolidation stem from exchange differences and are reported in the item “Equity differences from currency translation”.

Page 12

Intercompany receivables and liabilities as well as expenses and income are eliminated. Any offsetting differences stem from exchange differences.

Any intercompany profits from intercompany transactions were eliminated.

Deferred taxes originating from consolidation entries affecting income were recognized based on a tax rate of 27%.

4. Accounting and valuation principles

The assets and liabilities in the half-yearly consolidated financial statements are reported pursuant to the provisions of Sec. 290 et seq. HGB. The accounting and valuation methods are unchanged from the prior year.

The valuation methods applied in the parent company’s interims financial statements are decisive for the valuation of the assets and liabilities taken into the consolidated financial statements. If the accounting principles of the companies included in the consolidated financial statements differ substantially from the accounting and valuation principles of the parent company, the parent company performs an accounting and valuation correction by means of the transitional stage of a German commercial code balance sheet II [“Handelsbilanz II”]

Fixed assets are valued at acquisition or production cost less depreciation and amortization. Amortization of intangible assets is based on useful lives of three to five years, depreciation of buildings is based on useful lives ranging between 25 and 50 years and other moveable assets are depreciated over useful lives from 2 to 15 years.

If ownership over leased movable assets is assumed at the end of the lease term, any residual value capitalized is depreciated over a period of three years using the straight-line method.

Raw materials, consumables and supplies as well as merchandise are carried at the lower of acquisition cost or market. Adequate write-downs are recognized for slow-moving goods.

Finished goods and work in process are valued at production cost on the basis of individual product costings. In addition to the direct cost of materials and direct labor, production costs include production and material overhead costs. General and administrative expenses were capitalized.

In all cases, valuation is based on net realizable value, i.e., the estimated cost to complete are deducted from the expected sales price and an additional allowance is set up for items for which estimated costs to complete the product exceed the replacement cost. Adequate allowances provide for all identifiable inventory valuation risks resulting from slow-moving stock, reduced salability and lower replacement costs.

Receivables and other assets are stated at their nominal value. Appropriate specific bad debt allowances were recognized to account for default risks related to trade payables. The general credit risk is adequately considered with the general bad debt allowance.

Prepaid expenses comprise payments made prior to the balance sheet date that relate to expenses that will be incurred after the balance sheet date.

Provisions for pensions are valued according to actuarial principles using an interest rate of 4.94%. Expected salary increases were taken into account at 2%. The calculation was based on the modified “Teilwertverfahren” (a method comparable to the entry age normal method) using the mortality tables of Prof. Dr. Klaus Heubeck.

The assets, which serve exclusively to fulfill the pension obligations and which are protected against claims asserted by all other creditors (employer’s pension liability insurance), were offset at their fair value against the pension provisions.

Tax provisions and other provisions were recognized in the amount of expected utilization and account for all identifiable risks, uncertain liabilities, potential losses from pending transactions and warranties without legal obligation. They are valued at the settlement amount. Necessary cost increases are taken into account. Provisions with a residual term of more than one year are discounted at the market interest rate of the last seven fiscal years for their respective residual term.

Page 13

Liabilitiesare recorded at the settlement amount. For liabilities whose settlement amount exceeds the amount paid out, the debt discount is reported under prepaid expenses.

Receivables, bank balances and liabilities denominated in foreign currency due within one year are translated at the mean spot rate on the balance sheet date. If the residual term is less than one year, they are valued at the historical rate or the lower (foreign currency receivables) or higher (foreign currency liabilities) closing rate.

Deferred taxes were calculated on all temporary differences between the tax base of the assets and liabilities and their book values in the consolidated financial statements. There were no tax loss carryforwards and tax credits as of 30 June 2013. Deferred taxes were valued using company-specific tax rates and tax legislation enacted or substantively enacted as of the balance sheet date and expected to apply when the timing differences reverse.The tax rates ranged between 16.5% and 40.0%.Deferred taxes are reported on a net basis. The net assets resulting in the separate financial statements of consolidated entities are not capitalized.

5. Currency translation

All assets and liabilities in the financial statements of the foreign entities outside the eurozone included in the consolidated financial statements are translated to the reporting currency at the official mean rate (between the buying and selling rates) as of the balance sheet date. The items of the income statement are translated at the average exchange rates in the first half of the year and equity at historical rates. Translation differences in the income statement are reported directly in equity in the item “Equity differences from currency translation” below revenue reserves.

Differences from the translation of opening balances at closing rates as well as deviations from the translation of movements during the current year at mean rates are reported in a separate column of the consolidated statement of changes in fixed assets.

6. Notes to the consolidated balance sheet

Fixed assets

The development of individual fixed asset items in the first half of 2013 is shown in the “Consolidated statement of changes in fixed assets” attached to these consolidated financial statements.

Receivables and other assets

Receivables with a remaining term of more than one year amounted to EUR 7k as of the balance sheet date (31.12.2012: EUR 68k). We refer to our comments on pension provisions.

Deferred taxes

Deferred tax assets of EUR 807k (31.12.2012: EUR 571k) were recognized on temporary differences affecting income between the amounts in the tax accounts and the book values in the consolidated balance sheet. Of this amount, EUR 163k (31.12.2012: EUR 390k) is attributable to differences between the amounts in the tax accounts and the book values in the statutory balance sheet prepared in accordance with uniform group principles (HB II - reporting package), which for the most part stem from temporary differences with respect to inventories, pension provisions and other provisions. An amount of EUR 204k (31.12.2012: EUR 181k) is attributable to deferred taxes on consolidation entries affecting income.

In addition, deferred tax liabilities of EUR 756k (31.12.2012: EUR 555k) were determined on differences between the amounts in the tax accounts and the book values in the reporting package. These mainly result from temporary differences in property, plant and equipment and inventories as a result of differences in book values and methods for recognizing amortization, depreciation and write-downs.

Exercising an accounting option, net assets in the separate financial statements amounting to EUR 476k (31.12.2012: EUR 251k) were not capitalized. Net liabilities amounting to EUR 403k (31.12.2012: EUR 416k) were recognized. Net liabilities are offset against the deferred taxes from consolidation entries.

Page 14

Equity

The issued capital of Otto Männer Holding AG, Bahlingen a.K., is valued at EUR 10,000,000, divided into 10,000,000 ordinary shares with a nominal value of EUR 1.00 per share. The ordinary shares are registered shares.

With regard to the development of the Group’s equity, we refer to the consolidated statement of changes in equity as of 30 June 2013 presented in Appendix 4.

Offsetting assets against liabilities in accordance with § 246 Subs. 2 of the German Commercial Code [HGB]

Assets and liabilities from pension obligations were offset in the balance sheet in accordance with § 246 Subs. 2 of the German Commercial Code [HGB].

Pension commitments are secured by employer’s liability insurance. The claims from the employer’s liability insurance serve exclusively to fulfill the pension commitments and are protected against claims asserted by other creditors. They were offset against the pension provisions. The fair value of the employer’s liability insurance, which was calculated using actuarial methods, came to EUR 1,409k as of the balance sheet date; the settlement amount of the pension commitment stands at EUR 1,402k. The difference of EUR 7k is included in other assets. The acquisition cost of the employer’s liability insurance claims amounted to EUR 1,178k.

Other provisions

Other provisions mainly concern personnel, warranty risks and customer bonuses.

Liabilities

			Due in		Due in		Due in
	Total		less than one year		two to five  years		more than five years
	EUR k		EUR k		EUR k		EUR k
Liabilities to banks	2,879		884		1,995		—
(31.12.2012:)	(3,329	)	(884	)	(2,445	)	—
Prepayments received on account of orders	11,392		11,392		—		—
(31.12.2012:)	(6,944	)	(6,944	)	—		—
Trade payables	2,893		2,893		—		—
(31.12.2012:)	(1,899	)	(1,899	)	—		—
Other liabilities	887		887		—		—
(31.12.2012:)	(460	)	(460	)	—		—

Trade payables pertaining to the delivery of raw materials, consumables and supplies are subject to the customary retention of title.

Liabilities to banks are secured by a land charge on the Company’s grounds (EUR 2,472k) and mortgages (EUR 414k).

Guarantees (performance guarantees) from Commerzbank AG of EUR 2,981k (31.12.2012: EUR 555k) were drawn for prepayments received. No collateral had to be pledged to obtain the guarantee facility.

7. Notes to the consolidated income statement

Page 15

Revenue

Consolidated revenue is detailed as follows:

	30 Jun 2013	30 Jun 2012
	EUR k	EUR k
Germany	12,253	13,014
Other EU countries	15,652	14,558
Rest of world	15,975	12,142
	43,880	39,714

Other operating income and expenses

Other operating income contains income relating to other periods of EUR 351k (half year 2012: EUR 695k). This mainly stems from the reversal of provisions and specific bad debt allowances of EUR 189k (half year 2012: EUR 230k), from exchange rate gains EUR 119k (half year 2012: EUR 431k) and from the disposal of items of fixed assets EUR 43k (half year 2012: EUR 134k).

Other operating expenses include expenses relating to other periods of EUR 158k (half year 2012: EUR 432k), mainly attributable to exchange rate losses.

Employees

	30 Jun 2013	30 Jun 2012
Management board	1	1
Wage earners	215	208
Salaried employees	130	127
Trainees	35	31
	381	367

8. Additional notes to the consolidated cash flow statement

Cash and cash equivalents solely contain the cash and bank balances reported in the balance sheet. With respect to further analyses we refer to the disclosures in the group management report.

9. Other notes

Other financial obligations

Other financial obligations contain long term rental obligations of EUR 3,625k and lease obligations of EUR 10,277k for a total of EUR 13,902k.

10.Audit fees

The total fees charged by the group auditor pursuant to Sec. 314 (1) No. 9 HGB are EUR 31k for other services for the first half year 2013.

11. Management of Otto Männer Holding AG and disclosure of total remuneration

Management board

Page 16

Mr. Hans-Peter Männer, Dipl.-Ing. (FH) was appointed to the management board in the reporting year. He has sole signing authority without restriction to represent the Company in legal transactions as a self-contracting agent or as an agent of a third party. In accordance with Sec. 286 (4) HGB, the Company has elected not to disclose total management board remuneration.

Supervisory board

The following persons were members of the supervisory board in the reporting year:

• Otto Männer, business man, Bahlingen a.K., chairman

•Karl-Heinz Niggemann, lawyer, Rottweil, deputy chairman

•Dr. Bertram Layer, public auditor, tax advisor, Stuttgart, deputy chairman

The remuneration of the supervisory board amounted to EUR 6,000 in the reporting year.

12. Subsequent Events

On October 31, 2013, the Company was sold to Barnes Group, Inc. ("Barnes Group").  Pursuant to the terms of the Share Purchase Agreement dated September 30, 2013, Barnes Group acquired all the shares of capital stock of the the Company for an aggregate purchase price of EUR 281,200k which was paid through a combination of EUR 253,726k in cash and 1,032,493 shares of the Company's common stock (valued at €27,500 pursuant to the Share Purchase Agreement). 

Bahlingen, 23 October 2013

……………………………………………

Hans-Peter Männer

Management board

Page 17

DEVELOPMENT OF FIXED ASSETS
OF OTTO MÄNNER HOLDING AG, BAHLINGEN A.K.
			Acquisition/production costs									Book values
				Currency								Currency
			1/1/2013	differences		Additions	Transfers		Disposals	30/6/2013	1/1/2013	differences		Additions	Disposals	30/6/2013	30/6/2013	31/12/2012
			EUR	EUR		EUR	EUR		EUR	EUR	EUR	EUR		EUR	EUR	EUR	EUR	EUR
I.	Intangible assets
	1.	Licenses, industrial property rights acquired against
		payment and similar rights and values as well as
		licenses to such rights and values	4,246,359	(1,707	)	48,851	—		1,571	4,291,932	3,571,446	(1,547	)	137,918	—	3,707,817	584,115	674,912
	2.	Advance payments	20,500	—		1,200	—		—	21,700	—	—		—	—	—	21,700	20,500
			4,266,859	(1,707	)	50,051	—		1,571	4,313,632	3,571,446	(1,547	)	137,918	—	3,707,817	605,815	695,412
II.	Tangible assets
	1.	Property, rights equivalent to real property
		and buildings including buildings
		on third-party land	33,282,550	(113,156	)	73,884	—		—	33,243,278	7,902,010	(35,212	)	442,333	—	8,309,131	24,934,147	25,380,540
	2.	Plant and machinery	34,621,646	(152,801	)	1,049,459	800,349		36,350	36,282,303	26,878,213	(146,419	)	773,192	36,348	27,468,638	8,813,665	7,743,432
	3.	Other fixed assets
		and office equipment	6,990,165	(35,342	)	155,383	—		23,765	7,086,441	5,479,148	(21,361	)	195,644	20,383	5,633,048	1,453,393	1,511,017
	4.	Advance payments and assets under construction	930,501	(17,516	)	1,378,290	(800,349	)	—	1,490,926	—	—		—	—	—	1,490,926	930,501
			75,824,862	(318,815	)	2,657,017	—		60,115	78,102,948	40,259,371	(202,992	)	1,411,169	56,731	41,410,817	36,692,131	35,565,491
			80,091,721	(320,522	)	2,707,067	—		61,686	82,416,580	43,830,818	(204,539	)	1,549,086	56,731	45,118,634	37,297,946	36,260,903

Page 18

Appendix 6

Reconciliation from German GAAP to US GAAP (30/06/13)

The consolidated statements of Otto Männer Holding AG are prepared in accordance with German GAAP. The following table is a reconciliation of differences relating to the Profit and Loss account and Shareholders’ Equity reported according to German GAAP and US GAAP.

Reconciliation of profit or loss statement (P&L) for the year and reconciliation of shareholders’ equity (equity)

All amounts in EUR k	Notes	30/06/2013				31/12/2012
		P&L		Equity		P&L		Equity
Results and shareholders’ equity under German GAAP: Profit for the year Shareholders’ equity		7,887		85,883		16,765		78,265
US GAAP reporting adjustments:
Opening adjustment	(a)			(1,742	)			(2,309	)
Leasing	(b)	(169	)	(169	)	(164	)	(164	)
Allowance for doubtful accounts	(c)	21		21		18		18
Pensions1	(d)	(131	)	(131	)	(301	)	(301	)
Revenue recognition Inventory allowance	(e) (f)	697 441		697 441		1,246 -22		1,246 -22
Income taxes	(g)	(233	)	(233	)	(210	)	(210	)
Results under US GAAP		8,513		84,767		17,332		76,523

Explanation of notes:

(a) Opening adjustment to shareholders’ equity

The line item opening adjustments represents the accumulative effect on retained earnings as of 1 January 2013. In order to properly present the shareholders’ equity reported under US GAAP adjustments to opening retained earnings are required. The adjustments made are identical to those that are represented below.

(b) Leasing - Capital leases

Otto Männer Holding AG entered into several lease agreements for machinery and equipment which according to German GAAP were classified as operating leases. For US GAAP purposes however, some of these agreements are to be classified as capital leases. The net income effect (yearly expense for operating lease vs. interest expense and depreciation) are represented in the table above.

(c) Allowance for doubtful accounts

According to German GAAP a lump sum general allowance on the basis of 1% is allowed to be accounted for. For US GAAP purposes however, the allowance for doubtful accounts is based on historical experience. Therefore, the lump sum allowance has been reversed in the table above.

¹ US GAAP adjustments include the German plan which is not subject to the acquisition by BGI.

Page 19

(d) Pensions - Defined benefit plans

The pension related reserves under German GAAP need to be restated in order to comply with ASC 715-30. According to German GAAP, the Otto Männer group entered into one defined benefit plan in Switzerland while the remaining three German plans are classified as defined contribution plans. However, two of the defined contribution plans are to be classified as defined benefit plans for US GAAP purposes. The impact on equity and the income statement reflects the different treatment of the plans under German GAAP. For defined benefit plans the values are based on actuary reports.

(e) Revenue recognition - Bill and hold transactions

The company enters into bill and hold transactions for specific high precision molds. According to German GAAP revenue can already be recognized as soon as the contract is signed. For US GAAP purposes however, revenue recognition criteria are not yet fulfilled. Revenue is recognized at a later point of time and therefore the adjustment represents a timing difference in recognizing the revenue.

(f) Inventory provision

Under German GAAP an additional provision was set up for items for which costs estimated to complete the product exceed the replacement cost. Such provision is not allowed under US GAAP since the costs not yet incurred are not allowed to be recognized considering the matching principle.

(g) Income taxes - Impact on US GAAP adjustments

This adjustment reflects the impact on the Company’s provision for income taxes which the US GAAP adjustments described above have on the income statement and on Shareholders’ equity.

Page 20

Appendix 7

Page 21