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Jacquet Metals Interim / Quarterly Report 2017

Sep 6, 2017

1454_ir_2017-09-06_05c91fa1-de49-4266-8287-2ab114fd7f74.pdf

Interim / Quarterly Report

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Activity report

JUNE 30, 2017

A European leader in the distribution of specialty steels

— Euronext Paris Compartment B

Press release dated September 6, 2017 – First half 2017 results

> Sales €911 million (+8.5% vs H1 2016)
> EBITDA €60.7 million (6.7% of sales)
> Net income (Group share) €27.7 million

On September 6, 2017 the Board of Directors chaired by Éric Jacquet examined the consolidated financial statements for the period ended June 30, 2017, which were subject to a limited review by the Statutory Auditors.

€m Q2 2017 Q2 2016 H1 2017 H1 2016
Sales 445.7 417.0 910.7 839.5
Gross margin 114.2 101.5 236.0 195.6
% of sales 25.6% 24.3% 25.9% 23.3%
EBITDA1 29.5 15.4 60.7 24.2
% of sales 6.6% 3.7% 6.7% 2.9%
Operating income before non-recurring items 1 23.2 10.0 50.1 14.1
% of sales 5.2% 2.4% 5.5% 1.7%
Operating income 22.1 10.1 49.2 14.5
Net income (Group share) 12.4 3.4 27.7 2.3

1 Adjusted for non-recurring items. The business review includes a definition of non-IFRS financial indicators and explains the methods used to calculate them.

First half 2017 sales and earnings

Group sales amounted to €911 million, +8.5% compared to first half 2016, including the following effects:

  • Volumes sold -1.8% (Q2: -5.2%);

  • Price: +10.3% (Q2: +12.1%).

Gross margin amounted to €236 million or 25.9% of sales (Q2: 25.6%) compared to 23.3% in H1 2016.

EBITDA came to €60.7 million (Q2: €29.5 million), amounting to 6.7% of sales compared to 2.9% in H1 2016.

Operating income before non-recurring items amounted to €50.1 million (5.5% of sales) compared to €14.1 million (1.7% of sales) in H1 2016.

Net income (Group share) amounted to €27.7 million (3% of sales) compared to €2.3 million (0.3% of sales) in H1 2016.

Financial position

The Group generated operating cash flow of €48 million during H1 2017. As of June 30, 2017, operating working capital amounted to €389 million, including inventories of €387 million, and represented 23.4% of sales, stable compared to year end 2016.

As of June 30, 2017, Group net debt stood at €172 million, compared with shareholders' equity of €313 million, resulting in a net debt to equity ratio of 55% (69% as of December 31, 2016).

First half 2017 earnings by division

Stainless steel and wear
resistant quarto plates
Long stainless
steel products
Engineering
steels
€m Q2 2017 H1 2017 Q2 2017 H1 2017 Q2 2017 H1 2017
Sales 97.8 195.9 114.4 240.6 232.1 472.7
Change vs 2016 16.2% 15.9% 7.5% 11.0% 3.2% 4.2%
Price effect 13.3% 13.3% 18.2% 16.3% 8.8% 6.4%
Volume effect 2.8% 2.6% -10.7% -5.3% -5.6% -2.3%
EBITDA1 2 6.4 13.5 7.0 16.7 12.6 26.5
% of sales 6.6% 6.9% 6.1% 6.9% 5.4% 5.6%
Operating income before non-recurring items 2 3.9 8.9 6.3 15.8 10.1 22.6
% of sales 4.0% 4.5% 5.5% 6.6% 4.4% 4.8%

1 Non-division operations contributed €3.4 million to Q2 2017 EBITDA and €4.0 million to H1 2017 EBITDA.

2 Adjusted for non-recurring items. The business review includes a definition of non-IFRS financial indicators and explains the methods used to calculate them.

JACQUET – Abraservice This division specializes in the distribution of stainless steel and wear-resistant quarto plates. Jacquet and Abraservice have separate sales networks. The division generated 72% of its business in Europe and 18% in North America.

Sales amounted to €195.9 million, +15.9% from €169.1 million in H1 2016: volumes sold +2.6% (Q2: +2.8%), prices +13.3% (Q2: +13.3%).

The gross margin rate rose 1.4 percentage points to 30.9% of sales, while gross margin came to €60.5 million compared to €49.9 million in H1 2016.

EBITDA amounted to €13.5 million (Q2: €6.4 million), representing 6.9% of sales, compared to €4.6 million (2.7% of sales) in H1 2016.

STAPPERT This division specializes in the distribution of long stainless steel products in Europe. It generated 41% of its sales in Germany, the largest European market.

Sales amounted to €240.6 million, +11% from €216.7 million in H1 2016: volumes sold -5.3% (Q2: -10.7%), prices +16.3% (Q2: +18.2%).

The gross margin rate rose 3 percentage points to 23.3% of sales, while the gross margin came to €56.1 million compared to €44.1 million in H1 2016.

EBITDA amounted to €16.7 million (Q2: €7 million), representing 6.9% of sales, compared to €6.7 million (3.1% of sales) in H1 2016.

IMS group IMS group specializes in the distribution of engineering steels, mostly in the form of long products. The division generated 47% of its sales in Germany, the largest European market.

Sales amounted to €472.7 million, +4.2% from €453.8 million in H1 2016:volumes sold -2.3% (Q2: -5.6%), prices +6.4% (Q2: +8.8%).

The gross margin rate rose 2.8 percentage points to 24.7% of sales, while the gross margin came to €116.7 million compared to €99.3 million in H1 2016.

EBITDA amounted to €26.5 million (Q2: €12.6 million), representing 5.6% of sales, compared to €9.4 million (2.1% of sales) in H1 2016. S+B Distribution contributed €10.2 million (3.8% of sales) to EBITDA, compared to €1 million in H1 2016.

Key financial information

Results

€m H1 2017 H1 2016
Sales 910.7 839.5
Gross margin 236.0 195.6
% of sales 25.9% 23.3%
EBITDA1 60.7 24.2
% of sales 6.7% 2.9%
Operating income before non-recurring items 1 50.1 14.1
% of sales 5.5% 1.7%
Operating income 49.2 14.5
Net income (Group share) 27.7 2.3

1 Adjusted for non-recurring items. The activity report includes a definition of non-IFRS financial indicators and explains the methods used to calculate them.

Balance sheet

€m 30.06.2017 31.12.2016
Goodwill 68.4 68.5
Net non-current assets 144.8 147.6
Net inventory 387.2 376.2
Net trade receivables 230.6 171.3
Other assets 92.4 91.7
Cash 66.4 73.0
Total assets 989.9 928.3
Shareholders' equity 312.7 296.5
Provisions (including provisions for employee benefit obligations) 105.6 112.3
Trade payables 229.1 176.4
Borrowings 242.2 281.2
Other liabilities 100.3 61.8
Total equity and liabilities 989.9 928.3

Cash flow

H1 2017 2016
49.2 45.3
(1.5) (2.2)
47.7 43.1
(8.0) (18.3)
0.6 1.2
(9.5)
(5.4) (9.6)
(2.2) 1.3
32.8 8.3
205.3 213.5
172.5 205.3

Activity report

JUNE 30, 2017

The Group _ 02
1 — A leading distributor of specialty steels _ 02
2 — Brand management _ 03
3 — Stock market information _ 04
4 — Shareholder structure at June 30, 2017 _ 04
5 — Financial communication schedule _ 05

Activity report - June 30, 2017

1 — Group sales and earnings _ 06
2 — Sales and earnings by division _ 08
3 — Consolidated financial position _ 10
4 — Summary interim consolidated financial statements _ 14
5 — Report of the Statutory Auditors _ 24
6 — Statement by the person responsible
for the half-year financial report
_ 26

_ 06

The Group

1 A leading distributor of specialty steels

  • Sales €911 million > Staff 3,317

  • Distribution centers 109

  • Countries of operation 26

Breakdown of sales*

Jacquet Metal Service is a European leader in the distribution of specialty steels, and is also active in Asia and North America.

A global player

2 Brand management

Jacquet Metal Service operates in high value-added niche markets and is a European leader in the distribution of specialty steels through its portfolio of four brands organized into three divisions, each of which targets specific customers and markets.

Each division is run by an operating manager, who is in charge of developing the relevant brand(s) in accordance with the strategic options and goals defined by the Group.

Central functions, the negotiation of purchasing terms, financial and legal affairs, information technology, credit insurance and communications are managed by Jacquet Metal Service SA, in close collaboration with the specialists from each division.

3 Stock market information

General features of shares and market capitalization

source: Jacquet Metal Service

> Main indices: CAC®
All Shares, CAC®
All-Tradable,
CAC®
Basic Materials, CAC®
Mid &
> Code or ticker: JCQ
Small, CAC® PME, CAC®
Small, Next 150
> ISIN code: FR0000033904
> Market: Euronext Paris - Compartment B > Reuters: JCQ.PA
> Listed on: Euronext Paris > Bloomberg: JCQ : FP
24,028,438 24,028,438
557,219 476,003
28,23 20,63
19,45 10,02
23,19 19,81
28,389 23,718

source : Euronext

As of June 30, 2017, the Jacquet Metal Service ("JCQ") share price was €23.19, +17% from the December 31, 2016 closing price. As of September 5, 2017, the share price stood at €25,34.

Jacquet Metal Service shares are tracked by Société Générale SGCIB and Oddo Securities.

  • Société Générale: Mr. Belanger

  • Oddo Securities: Mr. Garnier

4 Shareholder structure at June 30, 2017

Breakdown of share capital Breakdown of voting rights

Éric Jacquet and JSA (which he controls) held 40.32% of the share capital and 54.03% of the voting rights in the Company at June 30, 2017.

The Group did not sell or buy any treasury stock (outside the scope of the liquidity agreement) during H1 2017.

5 Financial communication schedule

Results for the nine months ended September 30, 2017: November 15, 2017

2017 Full year results: March 2018

Investors and shareholders may obtain complete financial information from the Company's website at: www.jacquetmetalservice.com

Investor relations

Jacquet Metal Service Thierry Philippe Chief Financial Officer [email protected] > NewCap Julien Perez +33 1 44 71 94 94 [email protected]

> Activity report JUNE 30, 2017

1 Group sales and earnings

Results for the six months ended June 30, 2017 are compared to the full-year results for 2016, which may be consulted in the 2016 Registration Document filed with the Autorité des Marchés Financiers (or AMF, French market regulator) on April 4, 2017 (filing No. D.17-0319).

€000 Q2 2017 Q2 2016 H1 2017 H1 2016
Sales 445,728 416,966 910,685 839,527
Gross margin 114,182 101,515 235,995 195,640
% of sales 25.6% 24.3% 25.9% 23.3%
Operating expenses (85,716) (87,870) (176,965) (175,340)
Net depreciation and amortization (5,840) (5,171) (10,970) (10,369)
Net provisions (565) 1,572 995 4,435
Gains/(losses) on disposals of non-current assets 72 78 162 143
Non-recurring income and expenses
Operating income 22,133 10,124 49,217 14,509
Net financial expense (3,613) (1,997) (6,212) (4,923)
Income before tax 18,520 8,127 43,005 9,586
Corporate income tax (5,393) (4,345) (13,585) (6,349)
Consolidated net income 13,127 3,782 29,420 3,237
Net income (Group share) 12,431 3,438 27,716 2,347
Earnings per share in circulation (€) 0.52 0.14 1.15 0.10
Operating income 22,133 10,124 49,217 14,509
Non-recurring items and gains /losses on disposals 1,067 (100) 839 (421)
Operating income before non-recurring items 23,200 10,024 50,056 14,088
% of sales 5.2% 2.4% 5.5% 1.7%
Net depreciation and amortization 5,840 5,171 10,970 10,369
Net provisions 565 (1,572) (995) (4,435)
Non-recurring items (139) 1,735 674 4,169
EBITDA 29,466 15,358 60,705 24,191
% of sales 6.6% 3.7% 6.7% 2.9%

Sales

Group first half sales amounted to €911 million, +8.5% from first half 2016, including:

  • Volumes sold -1.8% (Q2: -5.2%),

  • A price effect of +10,3 % (Q2: +12.1%).

€m Q2 2017 Q2 2016 H1 2017 H1 2016
Sales 445.7 417.0 910.7 839.5
Change vs 2016 6.9% 8.5%
Price effect 12.1% 10.3%
Volume effect -5.2% -1.8%

The various effects are calculated as follows:

  • Volume effect = (Vn Vn-1) × Pn-1, where V = volumes and P = average sale price converted into euros at the average exchange rate;

  • Price effect = (Pn Pn-1) × Vn;

  • The exchange rate effect is included in the price effect. Changes in exchange rates did not have a material impact on first half 2017;

  • Change in consolidation/current year acquisitions and disposals

  • Acquisitions: change in consolidation corresponds to the contribution (volumes and sales) of the acquired entity since the acquisition date;

  • Disposals: change in consolidation corresponds to the contribution (volumes and sales) made by the sold entity in the year preceding disposal from the date falling one year before the disposal date until the end of the previous year;

  • Change in consolidation/previous year acquisitions and disposals

  • Acquisitions: change in consolidation corresponds to the contribution (volumes and sales) of the acquired entity in the current year from January 1 until the anniversary of the acquisition;

  • Disposals: change in consolidation corresponds to the contribution (volumes and sales) of the sold entity from January 1 the previous year until the date of disposal.

Gross margin

Gross margin amounted to €236 million or 25.9% of sales (Q2: 25.6%) versus 23.3% in H1 2016.

€m Q2 2017 Q2 2016 H1 2017 H1 2016
Sales 445.7 417.0 910.7 839.5
Cost of goods sold (331.5) (315.5) (674.7) (643.9)
Incl. purchases consumed (332.7) (315.9) (670.0) (644.3)
Incl. inventory impairment 1.2 0.5 (4.7) 0.4
Gross margin 114.2 101.5 236.0 195.6
Gross margin rate 25.6% 24.3% 25.9% 23.3%

Operating income

Operating expenses before non-recurring items (including net depreciation, amortization and provisions) in H1 2017 amounted to €185.9 million, up from €181.6 million in H1 2016. This €4.4 million change is mainly due to:

  • +€6.6 million on the scope of consolidation excluding S+B Distribution related to the increase in activity and profitability

  • -€2.2 million on the S+B Distribution scope of consolidation.

EBITDA came to €60.7 million (Q2: €29.5 million), amounting to 6.7% of sales versus 2.9% in H1 2016.

Operating income before non-recurring items amounted to €50.1 million (5.5% of sales) compared to €14.1 million (1.7% of sales) in H1 2016.

First half 2017 EBITDA is restated by an amount of €1.7 million mainly consisting of non-recurring expenses for which provisions were reversed for the period.

Net financial expense

First half 2017 net financial expense came to €6.2 million, compared to a €4.9 million net expense in H1 2016.

€m Q2 2017 Q2 2016 H1 2017 H1 2016
Net cost of debt (1.9) (1.7) (3.7) (3.4)
Other financial items (1.7) (0.3) (2.6) (1.5)
Net financial expense (3.6) (2.0) (6.2) (4.9)

Net income

Net income (Group share) amounted to €27.7 million (3% of sales) versus €2.3 million (0.3% of sales) in H1 2016.

€m Q2 2017 Q2 2016 H1 2017 H1 2016
Income before tax 18.5 8.1 43.0 9.6
Corporate income tax (5.4) (4.3) (13.6) (6.3)
Income tax rate 29.1% 53.5% 31.6% 66.2%
Consolidated net income 13.1 3.8 29.4 3.2
Minority interests (0.7) (0.3) (1.7) (0.9)
Net income (Group share) 12.4 3.4 27.7 2.3
% of sales 2.8% 0.8% 3.0% 0.3%

2 Sales and earnings by division

H1 2017 operations and brand development

JACQUET – Abraservice STAPPERT IMS group
Stainless steel and wear
resistant quarto plates
Stainless steel
long products
Engineering
steels
€m Q2 2017 H1 2017 Q2 2017 H1 2017 Q2 2017 H1 2017
Sales 97.8 195.9 114.4 240.6 232.1 472.7
Change vs 2016 16.2% 15.9% 7.5% 11.0% 3.2% 4.2%
Price effect 13.3% 13.3% 18.2% 16.3% 8.8% 6.4%
Volume effect 2.8% 2.6% -10.7% -5.3% -5.6% -2.3%
EBITDA1 2 6.4 13.5 7.0 16.7 12.6 26.5
% of sales 6.6% 6.9% 6.1% 6.9% 5.4% 5.6%
Operating income before non-recurring items 2 3.9 8.9 6.3 15.8 10.1 22.6
% of sales 4.0% 4.5% 5.5% 6.6% 4.4% 4.8%

1 Non-division operations contributed €3.4 million to Q2 2017 EBITDA and €4.0 million to H1 2017 EBITDA.

2 Adjusted for non-recurring items. The activity report includes a definition of non-IFRS financial indicators and explains the methods used to calculate them.

JACQUET – Abraservice — Stainless steel and wear-resistant quarto plates

This division specializes in the distribution of stainless steel and wear-resistant quarto plates. Jacquet and Abraservice have separate sales networks. The division generated 72% of its business in Europe and 18% in North America.

The gross margin rate rose 1.4 percentage points to 30.9%, while gross margin came to €60.5 million compared to €49.9 million in H1 2016.

Sales amounted to €195.9 million, +15.9% from €169.1 million in H1 2016: volumes sold +2.6% (Q2: +2.8%), prices +13.3% (Q2: +13.3%).

EBITDA was €13.5 million (Q2: €6.4 million), representing 6.9% of sales, compared to €4.6 million (2.7% of sales) in H1 2016.

€m Q2 2017 Q2 2016 H1 2017 H1 2016
Sales 97.8 84.2 195.9 169.1
Change vs 2016 16.2% 15.9%
Price effect 13.3% 13.3%
Volume effect 2.8% 2.6%
Gross margin 29.4 25.5 60.5 49.9
% of sales 30.0% 30.3% 30.9% 29.5%
EBITDA 6.4 2.7 13.5 4.6
% of sales 6.6% 3.2% 6.9% 2.7%
Operating income before non-recurring items 3.9 0.8 8.9 0.8
% of sales 4.0% 1.0% 4.5% 0.4%

STAPPERT — Stainless steel long products

This division specializes in the distribution of long stainless steel products in Europe. It generated 41% of its sales in Germany, the largest European market.

Sales amounted to €240.6 million, +11% from €216.7 million in H1 2016: volumes sold -5.3% (Q2: -10.7%), prices +16.3% (Q2: +18.2%).

The gross margin rate rose 3 percentage points to 23.3%, while the gross margin came to €56.1 million versus €44.1 million in H1 2016.

EBITDA was €16.7 million (Q2: €7 million), representing 6.9% of sales, compared to €6.7 million (3.1% of sales) in H1 2016.

€m Q2 2017 Q2 2016 H1 2017 H1 2016
Sales 114.4 106.4 240.6 216.7
Change vs 2016 7.5% 11.0%
Price effect 18.2% 16.3%
Volume effect -10.7% -5.3%
Gross margin 25.7 22.6 56.1 44.1
% of sales 22.5% 21.2% 23.3% 20.4%
EBITDA 7.0 4.1 16.7 6.7
% of sales 6.1% 3.9% 6.9% 3.1%
Operating income before non-recurring items 6.3 3.5 15.8 5.7
% of sales 5.5% 3.3% 6.6% 2.7%

IMS group — Engineering steels

IMS group specializes in the distribution of engineering steels, mostly in the form of long products. The division generated 47% of its sales in Germany, the largest European market.

Sales amounted to €472.7 million, +4.2% from €453.8 million in H1 2016: volumes sold -2.3% (Q2: -5.6%), prices +6.4% (Q2: +8.8 %).

The gross margin rate rose 2.8 percentage points to 24.7%, while the gross margin came to €116.7 million versus €99.3 million in H1 2016.

EBITDA was €26.5 million (Q2: €12.6 million), representing 5.6% of sales, compared to €9.4 million (2.1% of sales) in H1 2016. S+B Distribution contributed €10.2 million (3.8% of sales) to EBITDA, compared to €1 million in H1 2016.

€m Q2 2017 Q2 2016 H1 2017 H1 2016
Sales 232.1 224.8 472.7 453.8
Change vs 2016 3.2% 4.2%
Price effect 8.8% 6.4%
Volume effect -5.6% -2.3%
Gross margin 56.7 52.2 116.7 99.3
% of sales 24.4% 23.2% 24.7% 21.9%
EBITDA 12.6 6.6 26.5 9.4
% of sales 5.4% 2.9% 5.6% 2.1%
Operating income before non-recurring items 10.1 4.4 22.6 5.4
% of sales 4.4% 2.0% 4.8% 1.2%

3 Consolidated financial position

Summary balance sheet

The summary balance sheet below sets out Jacquet Metal Service's consolidated financial position at June 30, 2017 and December 31, 2016.

Working capital 30.06.2017 31.12.2016
Goodwill 68,390 68,489
Net non-current assets 144,813 147,598
Net inventory 387,223 376,243
Net trade receivables 230,592 171,315
Other assets 92,440 91,707
Cash 66,427 72,951
Total assets 989,885 928,303
Shareholders' equity 312,702 296,522
Provisions (including provisions for employee benefit obligations) 105,609 112,274
Trade payables 229,072 176,429
Borrowings 242,204 281,231
Other liabilities 100,298 61,847
Total equity and liabilities 989,885 928,303

Working capital

As of June 30, 2017, operating working capital amounted to €389 million, including inventories of €387 million, and represented 23.4% of sales, stable compared to year end 2016.

€000 30.06.2017 31.12.2016 Variations
Net inventory 387,223 376,243
Days sales inventory 1 136 142
Net trade receivables 230,592 171,315
Days sales outstanding 47 47
Trade payables (229,072) (176,429)
Days payable outstanding 49 51
Net operating working capital 388,743 371,129 17,614
% of sales 1 23.4% 23.4%
Other receivables or payables excluding taxes and financial items (52,945) (24,059)
Working capital excluding taxes and financial items 335,798 347,070
Changes in consolidation and other (12,726)
Working capital before taxes and financial items and adjusted for other changes 335,798 334,344 1,454
% of sales 1 20.2% 21.1%

1 Rolling 12 months

Group inventories amounted to €387.2 million at June 30, 2017, compared to €376.2 million at December 31, 2016.

Inventory in tonnage represented 136 days of sales at June 30, 2017, compared to 142 days at December 31, 2016.

Trade receivables amounted to €230.6 million at June 30, 2017 with an average customer payment term that was broadly unchanged compared to December 31, 2016 (around 47 days' sales, excluding the impact of receivables assigned without recourse). The Group had assigned trade receivables amounting to €47.4 million at June 30, 2017 without recourse, compared to €31.8 million at December 31, 2016. This change is due to the €76 million increase in sales versus Q4 2016.

Trade payables amounted to €229.1 million at June 30, 2017, with an average supplier payment term of 49 days' purchases, compared to 51 days at December 31, 2016.

Net debt

As of June 30, 2017, Group net debt stood at €172 million, compared with shareholders' equity of €313 million, resulting in a net debt to equity ratio of 55.2% (69.2% as of December 31, 2016).

€000 30.06.2017 31.12.2016
Borrowings 242,204 281,231
Cash, cash equivalents and other 69,725 75,969
Net debt 172,479 205,262
Debt to equity ratio 55.2% 69.2%

Financing

The Group had €565 million in lines of credit at June 30, 2017, 43% of which had been used:

€m Authorized at June 30, 2017 Used at June 30, 2017 % used
Jacquet Metal Service SA 340.9 136.8 40%
Syndicated revolving loan 125.0 0.0 0%
Schuldscheindarlehen (private placement of debt instruments under German law) 88.0 88.0 100%
Lines of credit and asset financing 127.9 48.8 38%
Subsidiaries 224.4 105.4 47%
Lines of credit 149.0 58.2 39%
Factoring 27.9 1.9 7%
Asset financing (term/revolving loans and leasing) 47.5 45.2 95%
Total 565.3 242.2 43%

In addition to the financing shown in the above table, the Group also had €65 million in without-recourse receivable assignment facilities, €47 million of which had been used at June 30, 2017.

Financing covenants mainly apply to the syndicated revolving loan and the German private placement (Schuldscheindarlehen). These covenants mainly correspond to commitments that must be complied with at Group level.

The syndicated revolving loan was renegotiated during second quarter 2017.

The main terms of the syndicated revolving loan are as follows:

  • Date of signature: June 2017

  • Maturity: July 16, 2020

  • Amount €125 million (unused)

  • Security: none

  • Change of control clause: JSA must hold at least 40% of Jacquet Metal Service SA's share capital and voting rights.

> Main covenant:

  • Compliance with one of the following ratios:

  • Debt to equity ratio less than 1

  • or
  • Leverage less than 2

The main terms of the Schuldscheindarlehen are as follows:

  • Date of signature: October 2015

  • Maturity: October 30, 2020

  • Amount €88 million (fully used)

  • Security: none

  • Change of control clause: JSA must hold at least 40% of Jacquet Metal Service SA's share capital and voting rights. > Main covenant:

  • Debt to equity ratio less than 1.

All of these financing covenants were in compliance at June 30, 2017.

Cash flow

€000 30.06.2017 31.12.2016
Operating cash flow before change in working capital 49,186 45,353
Change in working capital (1,454) (2,234)
Cash flow from operating activities 47,732 43,119
Capital expenditure (7,961) (18,262)
Asset disposals 621 1,166
Dividends paid to shareholders of Jacquet Metal Service SA (9,460)
Interest paid (5,415) (9,616)
Other movements (2,194) 1,321
Change in net debt 32,783 8,268
Net debt brought forward 205,262 213,530
Net debt carried forward 172,479 205,262

The Group generated operating cash flow of €48 million during H1 2017. As of June 30, 2017, operating working capital amounted to €389 million, including inventories of €387 million, and represented 23.4% of sales, equivalent to the 2016 year-end ratio.

First half capital expenditure amounted to €8 million, mainly relating to new finishing capacity.

Risk factor

The general risk factors did not change during the first half. They are set out in the 2016 Annual report on pages 30-34.

Post balance sheet events

None.

> Summary interim consolidated financial statements

Consolidated statement of comprehensive income

€000 Notes 30.06.2017 30.06.2016
Sales 2.1 910,685 839,527
Cost of goods sold (674,690) (643,887)
Gross margin 2.1 235,995 195,640
Operating expenses (83,312) (85,860)
Personnel expenses (93,367) (90,347)
Miscellaneous taxes (2,110) (2,230)
Other net income 1,824 3,097
Net depreciation and amortization (10,970) (10,369)
Net provisions 995 4,435
Non-recurring income and expenses 162 143
Operating income 2.1 49,217 14,509
% of sales 5.4% 1.7%
Cost of debt (3,652) (3,415)
Income from investments
Net cost of debt (3 652) (3 415)
Other financial income 29 197
Other financial expenses (2,589) (1,705)
Net financial expense (6,212) (4,923)
Income before tax 43,005 9,586
Corporate income tax 1.2 (13,585) (6,349)
Total consolidated net income 29,420 3,237
% of sales 3.2% 0.4%
Minority interests (1,704) (890)
Net income (Group share) 27,716 2,347
% of sales 3.0% 0.3%
Items that may be reclassified to profit or loss
Exchange differences (414) (1,306)
Other (355) (22)
Items not reclassified to profit or loss
Actuarial gains /(losses) 1,463 (3,091)
Total comprehensive income/(loss) (Group share) 28,410 (2,072)
Minority interests 1,695 799
Total comprehensive income/(loss) 30,105 (1,273)
Earnings per share in circulation (€) 1.15 0.10
Diluted earnings per share (€) 2.3 1.17 0.10

The Notes are an integral part of the summary interim consolidated financial statements.

Consolidated statement of financial position

30.06.2017 31.12.2016
€000
Notes
Gross Dep. amort.
prov.
Net Net
Assets
Goodwill
2.4
68,390 68,390 68,489
Intangible assets
2.5
26,688 22,046 4,642 4,794
Property, plant and equipment
2.5
425,029 284,858 140,171 142,804
Other financial assets
11,949 1,509 10,440 9,875
Deferred tax
2.12
53,153 53,153 56,641
Non-current assets
585,209 308,413 276,796 282,603
Inventory and work-in-progress
2.1, 2.6
459,478 72,255 387,223 376,243
Trade receivables
2.1, 2.7
239,777 9,185 230,592 171,315
Tax assets receivable
3,153 3,153 2,707
Other assets
25,720 30 25,690 22,065
Derivatives
4 4 419
Cash and cash equivalents
2.8
66,427 66,427 72,951
Current assets 794,559 81,470 713,089 645,700
Assets held for sale
Total Assets
1,379,768 389,883 989,885 928,303
Equity & liabilities
Share capital
36,631 36,631
Consolidated reserves
263,749 249,615
Shareholders' equity (Group share)
300,380 286,246
Minority interests
12,322 10,276
Shareholders' equity
2.9
312,702 296,522
Deferred tax
2.12
5,672 6,583
Non-current provisions
2.10
6,150 6,085
Provisions for employee benefit obligations
2.11
65,356 68,121
Other non-current liabilities
4,477 4,356
Long-term borrowings
2.8
136,939 144,365
Non-current liabilities
218,594 229,510
Short-term borrowings
2.8
105,265 136,866
Trade payables
2.1
229,072 176,429
Current tax liabilities
10,726 4,417
Current provisions
2.10
34,103 38,068
Derivatives
788 367
Other liabilities
78,635 46,124
Total current liabilities
458,589 402,271
Liabilities held for sale
Total equity and liabilities
989,885 928,303

The Notes are an integral part of the summary interim consolidated financial statements.

Cash flow statement

€000 Notes 30.06.2017 31.12.2016 30.06.2016
Cash and cash equivalents at beginning of period 2.8 72,951 90,588 90,588
Operating activities
Net income 29,420 17,778 3,237
Depreciation, amortization and provisions 2.5, 2.10 6,792 21,964 8,510
Capital gains on asset disposals and other (162) (115) (143)
Change in deferred taxes 2,071 2,592 1,144
Other non-cash income and expenses (6,417)
Free cash flow after tax and cost of borrowings 38,121 35,802 12,748
Cost of borrowings 5,196 9,724 4,947
Current income tax 10,799 10,995 5,00,
Taxes paid (4,930) (11,168) (5,437)
Operating cash flow before change in working capital 49,186 45,353 17,262
Change in inventory and work-in-progress (11,441) 13,485 28,730
Change in trade receivables (59,806) 3,034 (47,076)
Change in trade payables 52,539 (15,913) 20,562
Other changes 17,254 (2,840) 8,480
Total change in working capital (1,454) (2,234) 10,696
Cash flow from operating activities 47,732 43,119 27,958
Investing activities
Acquisitions of fixed assets 2.5 (7,961) (18,262) (9,471)
Acquisitions of subsidiaries (233) (75) (2)
Disposal of assets 621 1,166 760
Other changes (257) (365) (181)
Cash flow from investing activities (7,830) (17,536) (8,894)
Financing activities
Dividends paid to parent company shareholders 2.9 (9,460)
Dividends paid to minority shareholders of consolidated companies 2.9 (1,533) (1,315) (597)
New borrowings 2.8 11,075 10,389
Change in borrowings 2.8 (39,101) (34,748) (20,071)
Interest paid (5,415) (9,616) (4,978)
Other changes (230) 1,230 2
Cash flow from financing activities (46,279) (42,834) (15,255)
Change in cash and cash equivalents (6,377) (17,251) 3,809
Exchange differences (147) (386) (361)
Net cash at end of period 2.8 66,427 72,951 94,036

The Notes are an integral part of the summary interim consolidated financial statements.

Changes are shown at the net book value.

Bank overdrafts are used to finance both short and medium-term loans.

Accordingly, they are analyzed as financing and classified as such in the cash flow statement.

Change in consolidated shareholders' equity

€000 Number of
shares
Share
capital
Reserves Exchange
differences
(Group
share)
Share
holders'
equity
(Group
share)
Minority
interests
Sharehol
ders' equity
At 31.12.2015 24,028,438 36,631 246,236 2,797 285,664 9,763 295,427
Net income 2,347 2,347 890 3,237
Exchange differences (1,306) (1,306) (91) (1,397)
Actuarial gains/(losses) (3,091) (3,091) (3,091)
Other (22) (22) (22)
Total comprehensive income/(loss) (766) (1,306) (2,072) 799 (1,273)
Changes in consolidation scope 259 259 (79) 180
Dividend payments (9,459) (9,459) (1,299) (10,758)
Other 37 37 (4) 33
At 30.06.2016 24,028,438 36,631 236,307 1,491 274,429 9,180 283,609
At 31.12.2016 24,028,438 36,631 248,234 1,381 286,246 10,276 296,522
Net income 27,716 27,716 1,704 29,420
Exchange differences (414) (414) (9) (423)
Actuarial gains/(losses) 1,463 1,463 1,463
Other (355) (355) (355)
Total comprehensive income/(loss) 28,824 (414) 28,410 1,695 30,105
Changes in consolidation scope (2,062) (2,062) 1,882 (180)
Dividend payments (11,847) (11,847) (1,533) (13,380)
Other (367) (367) 2 (365)
At 30.06.2017 24,028,438 36,631 262,782 967 300,380 12,322 312,702

The Notes are an integral part of the summary interim consolidated financial statements.

Notes to the summary interim consolidated financial statements

The summary interim consolidated financial statements of Jacquet Metal Service Group for the 6 months ended June 30, 2017 were reviewed by the Board of Directors on September 6, 2017.

All figures are reported in thousands or millions. Some totals may display differences in rounding.

1 Consolidation principles and methods

In accordance with European regulation 1606/2002 dated July 19, 2002 on international financial reporting standards, the summary interim consolidated financial statements of Jacquet Metal Service Group for the 6 months ended June 30, 2017 and the 2016 comparative financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) in force as of June 30, 2017, as approved by the European Union.

The standards and interpretations applied are those published in the Official Journal of the European Union (OJEU) before June 30, 2017 for compulsory application as from this date.

These accounting principles cover all standards approved by the International Accounting Standards Board (IASB), i.e. IFRS, International Accounting Standards (IAS) and interpretations issued by the IFRS Interpretations Committee (IFRIC) or the former Standing Interpretations Committee (SIC). These accounting standards can be consulted on the European Commission website at: http://ec.europa.eu/finance/ company-reporting/index_en.htm.

The summary interim consolidated financial statements have been prepared in accordance with IAS 34 - Interim Financial Reporting, which allows a condensed presentation of the Notes to the financial statements. The financial statements should therefore be read with reference to the consolidated financial statements for the year ended December 31, 2016 and, in particular, Note 1 "Consolidation principles and methods" and Note 2 "Valuation methods" as contained in the Registration Document filed with the Autorité des Marchés Financiers (AMF) on April 4, 2017 under number D.17- 0319 and available for consultation on the company website at www.jacquetmetalservice.com.

With the exception of the points described in the paragraph below, the accounting principles applied are identical to those used in the audited consolidated financial statements for the year ended December 31, 2016.

New standards or amendments for compulsory application as from January 1, 2017 are as follows:

  • Amendment to IAS 12: Recognition of deferred tax assets arising from unrealized losses,

  • Amendment to IAS 7: Statement of cash flows,

  • Annual improvements to IFRS (2014-2016 cycle).

These new standards and amendments for compulsory application as from January 1, 2017 have not yet been adopted by the European Union and have therefore not been applied by the Group to the period ended June 30, 2017.

The Group has chosen not to apply in advance standards and interpretations adopted by the European Union before the balance sheet date but applicable after said date.

  • IFRS 15 Revenue from Contracts with Customers (applicable as of January 1, 2018);

  • IFRS 9 Financial Instruments (applicable as of January 1, 2018),

  • IFRS 16 Leases (applicable as of January 1, 2019).

The Group is currently assessing the impact of IFRS 15 and IFRS 9. The Group does not expect IFRS 15 to have a material impact on the financial statements.

The Group has not applied any accounting principles for compulsory or optional application in 2017 that have not yet been adopted by the European Union. Group management does not expect the standards and interpretations issued by the IASB but not yet adopted by the European Union to have a material impact on the Group financial statements.

Use of estimates

The consolidated half-year financial statements have been established on the basis of rules applied for the 2016 annual financial statements. In this regard, it is appropriate to clarify the treatment of income taxes: for interim financial statements, the current and deferred tax charge is calculated by applying the estimated annual average tax rate for the current financial year to the six-month taxable income for each legal entity or tax group, as adjusted for non-recurring items allocated to the period.

In accordance with IAS 10, management's estimates are based on the information available at the balance sheet date, taking post balance sheet events into account.

The main estimates at June 30, 2017 involved:

Estimating the realizable value of deferred tax assets: the method is based on 5-year business plans and takes local legislation into account;

1.1 Change in consolidation

The value of goodwill is tested for impairment at least once a year for the annual financial statements, and whenever an indication of loss of value arises;

  • Inventory valuation: the method followed to determine the net realizable value of inventory is based on the best estimate, as of the date of the preparation of the financial statements, of the future sale price in the normal course of business less any estimated selling costs;

  • Impairment of receivables is reviewed on a case-bycase basis to take account of the specific situation of particular customers;

  • Employee benefit liabilities are measured based on actuarial assumptions;

  • Current and non-current provisions are estimated to reflect the best estimate of the risks as of the balance sheet date.

During first half 2017 the business of Schmolz+Bickenbach Distributions GmbH was transferred to the following companies:

  • IMS Deutschland GmbH;

  • IMS TecPro GmbH;

  • IMS Trade GmbH;

  • SBES Werkstofftechnik GmbH.

2 Notes on the financial position at June 30, 2017 and the first half 2017 consolidated statement of comprehensive income

2.1 Operating segments

The key indicators for each operating segment at June 30, 2017 were as follows:

30.06.2017
€m Sales Gross margin Operating income
before non
recurring items
Operating
working capital
Operating wor
king capital as a
% of sales 2
JACQUET / Abraservice 195.9 60.5 8.9 103.6 29.6%
STAPPERT 240.6 56.1 15.8 91.7 20.9%
IMS Group 472.7 116.7 22.6 183.0 21.1 %
Other 1 10.8 2.7 2.8 10.3 n.a
Inter-brand eliminations (9.3) n.a
Total 910.7 236.0 50.1 388.7 23.4%

30.06.2016

Operating income
before non
Operating Operating wor
king capital as a
€m Sales Gross margin recurring items working capital % of sales 2
JACQUET / Abraservice 169.1 49.9 0.8 87.2 26.9%
STAPPERT 216.7 44.1 5.7 81.6 19.4%
IMS Group 453.8 99.3 5.4 190.4 22.4%
Other 1 8.5 2.3 2.2 10.1 n.a
Inter-brand eliminations (8.6) n.a
Total 839.5 195.6 14.1 369.3 23.2%

Non-brand activities (including Jacquet Metal Service SA)

Rolling 12 months sales

n.a: Not applicable.

2.2 Corporate income tax

Net income includes a €13.6 million tax charge representing 32% of income before tax, given that tax loss carryforwards are generally not recognized for reasons of prudence.

2.3 Earnings per share

30.06.2017 30.06.2016
Net income, Group share (€000) 27,716 2,347
Total number of shares from January 1 to period end 24,028,438 24,028,438
Treasury shares 334,941 379,866
Total number of shares excluding treasury shares 23,693,497 23,648,572
Basic earnings per share (€) 1.17 0.10
Bonus shares 1
Total diluted number of shares, excluding treasury shares 23,693,497 23,648,572
Diluted earnings per share (€) 1.17 0.10

Average number of shares during the period

2.4 Goodwill

Goodwill amounted to €68.4 million as of June 30, 2017 and did not change during the first half of 2017.

The Group analyzed the results of the various cash-generating units (CGU), which did not reveal any indication of impairment.

2.5 Change in PP&E and intangible assets

€m
Net book value at December 31, 2016 147.6
Acquisitions 8.9
Net disposals and scrap (0.4)
Net depreciation/impairment (11.0)
Exchange differences (0.3)
Net book value at June 30, 2016 144.8

2.6 Inventories and WIP

€m 30.06.2017 31.12.2016
Gross value 459.5 443.9
Impairment (72.3) (67.7)
Net book value 387.2 376.2

Net inventories have been restated at net realizable value after a provision representing 15.7% of the gross value at June 30, 2017, compared to 15.2% at December 31, 2016.

2.7 Trade receivables

€m 30.06.2017 31.12.2016
Gross value 239.8 180.6
Impairment of receivables (9.2) (9.3)
Net book value 230.6 171.3

The value of receivables does not include receivables assigned without recourse under factoring agreements and canceled in the accounts, mainly in France, Germany and Belgium, amounting to €47.4 million at June 30, 2017 as against €31.8 million at December 31, 2016.

2.8 Net cash and borrowings

€m 30.06.2017 31.12.2016
Cash 59.1 58.8
Cash equivalents 7.3 14.2
Cash and cash equivalents 66.4 73.0

"Cash equivalents" largely comprise interest-bearing term deposits.

Borrowings break down as follows:

€m 30.06.2017 31.12.2016
Borrowings at fixed rates 45.1 49.6
Borrowings at floating rates 119.7 131.7
Bank overdrafts, factoring, discounting 76.7 99.0
Accrued interest 0.7 1.0
Borrowings 242.2 281.2
Long-term loans (3.3) (3.0)
Cash and cash equivalents (66.4) (73.0)
Net borrowings 172.5 205.3

2.9 Shareholders' equity

In accordance with a resolution of the June 30, 2017 General Meeting, on July 7, 2017 the Group paid out a dividend of €0.5 per share amounting to €11.8 million in total. This amount is recognized under "Other liabilities" on the balance sheet.

2.10 Provisions

€m 31.12.16 Charges Reversals
(unused)
Reversals (used)1 June 30, 2017
Non-current provisions 6.1 1.6 (1.6) 6.1
Current provisions 38.1 1.7 (5.7) 34.1
Total 44.2 3.3 (7.3) 40.2

1 including €3.6 million reversals of provisions used, classified under personnel expenses in the consolidated statement of comprehensive income

2.11 Provisions for employee benefit obligations

In accordance with IAS 34 - Interim Financial Reporting, the change in employee benefit obligations is based on the annual actuarial projection for December 31, 2017 as estimated at December 31, 2016. The impact on income is accrued straight line over time.

The discount rate applied was increased by 0.25 percentage points, leading to a €2.1 million decrease in the provision and a €1.5 million increase in shareholders' equity after tax.

2.12 Deferred tax

The origin of deferred tax is as follows:

€m 30.06.17 31.12.16
Tax losses carried forward 10.4 14.9
Temporary differences 21.5 21.7
Other IFRS restatements 15.5 13.4
Net deferred tax 47.5 50.0

3 Undertakings related to financing

Financing covenants mainly apply to the syndicated revolving loan and the German private placement (Schuldscheindarlehen). These covenants mainly correspond to commitments that must be complied with at Group level.

The syndicated revolving loan was renegotiated during second quarter 2017.

The main terms of the syndicated revolving loan are as follows:

  • Date of signature: June 2017

  • Maturity: July 16, 2020

  • Amount €125 million (unused)

  • Security: none

  • Change of control clause: JSA must hold at least 40% of Jacquet Metal Service SA's share capital and voting rights.

  • Main covenant:

  • Compliance with one of the following ratios:

  • Debt to equity ratio less than 1

  • or
  • Leverage less than 2

The main terms of the Schuldscheindarlehen are as follows:

  • Date of signature: October 2015

  • Maturity: October 30, 2020

  • Amount €88 million (fully used)

  • Security: none

  • Change of control clause: JSA must hold at least 40% of Jacquet Metal Service SA's share capital and voting rights.

  • Main covenant: > Debt to equity ratio less than 1.

All of these financing covenants were in compliance at June 30, 2017.

4 Post balance sheet events

None.

Statutory auditors' report on the half-year financial reporting

GRANT THORNTON

Membre français de Grant Thornton International Cité internationale 44, quai Charles de Gaulle CS 60095 69463 Lyon Cedex 06 S.A. au capital de € 2.297.184

Commissaire aux Comptes Membre de la compagnie régionale de Versailles

ERNST & YOUNG et Autres

Tour Oxygène 10-12, boulevard Marius Vivier Merle 69393 Lyon Cedex 03 S.A.S. à capital variable

Commissaire aux Comptes Membre de la compagnie régionale de Versailles

Jacquet Metal Service For the period from January 1 to June, 30, 2017

Statutory Auditors' Review Report on the Half-yearly Financial Information

To the Shareholders,

In compliance with the assignment entrusted to us by your Annual General Meeting and in accordance with the requirements of article L.451-1-2 III of the French monetary and financial code ("code monétaire et financier"), we hereby report to you on:

  • the review of the accompanying condensed half-yearly consolidated financial statements of Jacquet Metal Service, for the period from January 1, 2017 to June 30, 2017,
  • the verification of the information presented in the half-yearly management report.

These condensed half-yearly consolidated financial statements are the responsibility of the board of directors. Our role is to express a conclusion on these financial statements based on our review.

1. Conclusion on the financial statements

We conducted our review in accordance with professional standards applicable in France. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with professional standards applicable in France and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Based on our review, nothing has come to our attention that causes us to believe that the accompanying condensed halfyearly consolidated financial statements are not prepared, in all material respects, in accordance with IAS 34 – standard of the IFRSs as adopted by the European Union applicable to interim financial information.

2. Specific verification

We have also verified the information presented in the half-yearly management report on the condensed half-yearly consolidated financial statements subject to our review.

We have no matters to report as to its fair presentation and consistency with the condensed half-yearly consolidated financial statements.

Lyon, September 6, 2017

The Statutory Auditors

GRANT THORNTON

French Member of Grant Thornton International

ERNST & YOUNG et Autres

Françoise Mechin

Nicolas Perlier

Statement by the person responsible for The half-year financial report

I hereby certify that, to my knowledge, Jacquet Metal Service's summary interim consolidated financial statements for the first half of 2017 have been prepared in accordance with applicable accounting standards and give a true and fair view of the assets, liabilities, financial position and earnings of the company and all companies included in the consolidation scope, and that the activity report for the first half of 2017 gives a true and fair account of the important events that took place in the first six months of the year, their impact on the financial statements and the main transactions between related parties and includes a description of the main risks and uncertainties for the remaining six months of the year.

Saint-Priest, September 6, 2017

Éric Jacquet Chairman and CEO, Jacquet Metal Service