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JOST Werke AG — Interim / Quarterly Report 2017
Aug 29, 2017
237_10-q_2017-08-29_ab8aabdc-0e34-4036-9cbb-f3d7b3d4843c.pdf
Interim / Quarterly Report
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HALF-YEAR REPORT FROM JANUARY 1 TO JUNE 30, 2017
Smart Systems for Trucks and Trailers
AT A GLANCE
KEY FIGURES
| in € million | H1 2017 | H1 2016 | % yoy |
|---|---|---|---|
| Sales Europe | 228.6 | 228.4 | 0% |
| Sales North America | 61.6 | 58.6 | 5% |
| Sales Asia, Pacific and Africa (APA) | 71.7 | 50.6 | 42% |
| Sales Group | 361.9 | 337.6 | 7% |
| Adj. EBIT1 | 44.3 | 37.4 | 18% |
| Adj. EBIT margin (%) | 12.2% | 11.1% | |
| Adj. net income2 | 27.1 | 20.0 | 36% |
| Adj. EPS (€)2 | 1.82 | 1.34 | 36% |
| Number of shares outstanding as of July 18, 2017 (million) | 14.9 | 14.9 | |
| Capex | 5.3 | 10.3 | -49% |
| ROCE3 | 17.9% | 17.3% | |
| Cash conversion rate (%)4 | 90.0% | 77.6% |
1 Adjustments for PPA effects and exceptionals
2 Net result adj. for exceptionals, PPA, shareholder loan effects and deferred taxes for adj. EPS: divided by 14.9m shares
3 LTM adj. EBIT /interest bearing capital employed; Interest-bearing capital: shareholders' equity + financial liabilities – liquid assets + provisions for pensions
4 (Adj. EBITDA – capex)/ adj. EBITDA
- Strong sales growth, driven by high activity levels in Asia, Pacific and Africa (APA) and good sales performance in North America despite weaker truck production
- Further margin improvement due to completed integration of axle business, general efficiency improvements, favorable mix effects and benefits of operating leverage from increased sales
- Strong cash generation supported by disciplined working capital and capex management
BASIC DATA FOR THE JOST SHARE
| Initial stock market quotation | July 20, 2017 |
|---|---|
| Share symbol | JST |
| ISIN | DE000JST4000 |
| WKN | JST400 |
| Market segments | Prime Standard (Frankfurt Stock Exchange ) Regulated Market |
| Sector | Industrial |
| Industry group | Products & Services |
| Designated sponsors | Deutsche Bank Commerzbank JP Morgan |
ABOUT US
JOST is a leading global producer and supplier of safety-critical systems to the truck and trailer industry.
JOST's global leadership position is driven by the strength of its brands, by its long-standing client relationships serviced through its global distribution network as well as by its efficient and asset-light business model.
JOST's core brands "JOST", "ROCKINGER", "TRIDEC" and "Edbro" are well-recognized in the industry and highly regarded for their quality and continuous innovation. With its global distribution network and production facilities in thirteen countries across five continents, JOST has direct access to all major truck and trailer manufacturers and relevant end customers.
JOST currently employs about 2,700 members of staff worldwide.
CONTENTS
| At a Glance | U2 |
|---|---|
| CEO's Introduction | 2 |
| The Executive Board | 4 |
| Our Strategy | 5 |
| Group Interim Management Report | 6 |
| Condensed Consolidated Interim | |
| Financial Statements | 12 |
| Notes | 18 |
| Other Information | 24 |
JOST provides its customers with smart systems for commercial vehicles, like this progressive comfort coupling system (KKS) which automates the coupling process by automatic plug-in connection and remote control – a crucial contribution to autonomous driving.
Find out more about our product portfolio on https:// www.jost-world.com/ en/products/portfolio
Dr. Ralf Eichler Chief Operating Officer (COO)
Lars Brorsen Chief Executive Officer (CEO)
Christoph Hobo Chief Financial Officer (CFO)
CEO'S INTRODUCTION
DEAR SHAREHOLDERS,
We are very pleased to report on an eventful first half of 2017. Not only did we see a continuing strong performance of our business in Q2 following a record Q1, but JOST also became a public listed company on July 20. We highly appreciate the investors' confidence that has been placed in JOST.
From an operating perspective, JOST was particularly able to continue the significant expansion in its Asia, Pacific and Africa segment driven by favorable market developments. Furthermore, we grew our sales and earnings in our North American segment, despite a weaker truck production in the US. Europe is following a stable activity level with sales on a par with the previous year.
Shares in JOST Werke AG began trading on the Frankfurt Stock Exchange on July 20 at €27.40. Within the first month of trading, our share price increased to €31.60 by August 18.
We continue to use our leading global market position, our product expertise and innovation capabilities to drive forward our business and continue our successful growth story as a listed company. Building on our long-term strategy, JOST strives to continue to outgrow its relevant markets, as we have done for many years. Based on a strong and globally widespread range of high-quality and safety-critical products, we established a globally renowned brand and entertain relationships with basically all relevant players in the heavyduty truck and trailer industry. These are the prerequisites to invest in future technologies and to contribute successfully in the increasing sophistication of commercial vehicles.
We highly appreciate the commitment and effort of all our employees around the globe to strive for customer's satisfaction and thus for the successful future development of JOST.
On the back of a strong first half year, we remain optimistic for 2017 to record mid-singledigit growth rate in terms of sales and accelerated EBIT growth rate on the back of margin expansion compared to last year.
Yours sincerely,
Lars Brorsen, Chief Executive Officer
Neu-Isenburg, August 2017
THE EXECUTIVE BOARD
Dr. Ralf Eichler Chief Operating Officer (COO)
Born
• 1964
Work experience
- COO of JOST since 2010
- Several managing director positions in European JOST subsidiaries, 2000 – 2010
- Head of profit center LUK Fahrzeughydraulik, 1998 – 2000
Key responsibilities
- Purchasing
- Production
- Logistics
Lars Brorsen Chief Executive Officer (CEO)
Born
• 1952
Work experience
- CEO of JOST since 2000
- Managing Director of Smart (Daimler Group), 1997 – 2000
- TRW, Vice President and Managing Director as well as various other positions, 1978 – 1996
Key responsibilities
- Marketing /Sales
- Quality / Environment
- Human Resources
- Research & Development
Christoph Hobo, Chief Financial Officer (CFO)
Born
• 1977
Work experience
- CFO of JOST since 2016
- Executive Board Member of Aktivoptik Service AG, 2013 – 2016
- Principal at Cinven, 2011 2013 and 2004 – 2010
- Managing Director of Rocket Internet Japan, 2010 – 2012
Key responsibilities
- Finance and Treasury
- Accounting and Reporting
- Controlling
- IT
- Legal and Compliance
OUR STRATEGY
We strive to grow our business sustainably and to achieve above-market revenue growth, as well as strong profitability and cash flows.
At JOST, we operate a system approach, categorizing our products into three systems: Vehicle Interface (focusing on the connection of truck and trailer), Handling Solutions (including container technology and hydraulic cylinders products) and Maneuvering (focusing on truck and trailer axles and forced steering).
We are a market leader for Vehicle Interface Systems globally, with a global market share of more than 50% in the largest product categories (fifth wheels and landing gears). This strong position is built on brands which stand for quality and safety-critical products.
With our large population of branded quality products in the field, we provide high access and availability of our products to customers and end-users around the world. On the back of high quality, robust and durable products and our deep understanding of transport applications, we strive to provide our customers with value-added features and enhanced solutions to our products. We believe that the technology shift towards more sophisticated and ultimately automated transportation vehicles will accelerate and thus create the need for more automated docking systems.
Furthermore, we see additional growth opportunities from expansion into adjacent products or markets, leveraging our existing sales channels and infrastructure.
We are confident that these factors will allow us to continue to outgrow our relevant markets going forward.
GROUP INTERIM MANAGE-MENT REPORT FOR THE FIRST SIX MONTHS OF 2017
as of June 30, 2017, JOST Werke AG (formerly Cintinori Holding GmbH) Neu-Isenburg, Germany
- Strong sales growth, driven by high activity levels in Asia, Pacific and Africa (APA) and good sales performance in North America despite weaker truck production
- Further margin improvement due to completed integration of axle business, general efficiency improvements, favorable mix effects and benefits of operating leverage from increased sales
- Strong cash generation supported by disciplined working capital and capex management
1. MACROECONOMIC AND SECTOR-SPECIFIC ENVIRONMENT
Global economy improves
Global economies are developing well. Stock markets stand at ten-year highs (MSCI World) and global industrial production has improved particularly during the course of 2017 (OECD). Accordingly, under the headline of "Gaining momentum?", the IMF's recent World Economic Outlook expects economic activity to pick up pace in 2017 and 2018. For 2017, the IMF forecast expects European GDP to grow 2% year-over-year, Asia more than 6% year-over-year respectively, a slight recovery in Latin America and more than 2% growth in the US.
In Western Europe, the business climate (OECD) proved stable despite Brexit uncertainty and backed by important elections which provided stability so far. Furthermore, several relevant regions, e.g. Brazil, China and North America, recorded an improving business climate compared to last year (OECD; truck and trailer componentsstudy by Roland Berger, hereinafter "Berger").
North America provides strong job figures (BLS) with unemployment rates coming in at the lowest levels since 2007. Manufacturers' new orders saw a turnaround, recording constant growth since Q4 2016 (US Census). Hence, general indicators like manufacturing orders as well as truck load freight prices turned around by the end of 2016 and recorded encouraging levels (US Census, FTR). We therefore expect a positive development of the transport industry for the 2017 calendar year.
Following a two-year slide, the OECD leading indicator for Chinese GDP edged up somewhat, as did Chinese import figures. Brazil, which suffered a massive downturn over the last years, is set for a stabilization and a slow return of positive growth rates (+0.2% and +1.7% year-over-year according to IMF in 2017 and 2018 respectively).
Commercial vehicles sector promising
Worldwide truck production grew by 6% year-over-year in 2016 (Berger). Europe recorded a solid increase of 4% year-over-year despite declining production figures in Eastern Europe. North America took a severe setback of 20% compared to previous year's production. Led by China, Asian production was up by 17% year-over-year while Brazilian truck production fell another 18% year-over-year in 2016.
In 2017, global truck production is expected to grow 5% year-overyear (Berger). While Q1 2017 was still in decline, North America is projected to see a turnaround of truck production resulting in growth (+6% year-over-year). Following an impressive year-end rally in 2016, Asian truck production is projected to increase another 5% yearover-year in 2017 driven among other factors by more stringent regulation around truck and trailers. With Eastern Europe picking up, the European market is expected to record a moderate increase of 2% year-over-year.
Global trailer production grew by 2% year-over-year last year (Berger) and is expected to record stable growth in 2017 as well (+3% yearover-year). Similar to Europe, North America is projected to face its cycle ending up at flat production figures in 2017. Asia on the other hand is expected to see a strong increase (+13% year-over-year) this year while South America is expected to experience a major rebound of 35% year-over-year from a very low level.
2. SALES DEVELOPMENT
| in € thousands | H1 2017 | H1 2016 | % yoy |
|---|---|---|---|
| Europe | 228,616 | 228,372 | 0.1% |
| North America | 61,560 | 58,592 | 5.1% |
| Asia, Pacific and Africa | 71,698 | 50,640 | 41.6% |
| Total | 361,874 | 337,604 | 7.2% |
Following a strong Q1 in Europe also driven by the higher number of working days, sales for the first half-year are in line with 2016.
Sales in North America increased despite weak truck production figures, driven by further market share gains and a favorable FX development.
Our APA segment grew significantly, driven by positive market development on the back of regulatory changes in China and positive contribution from other countries in the region.
| in € thousands | Q2 2017 | Q2 2016 | % yoy |
|---|---|---|---|
| Europe | 112,928 | 118,030 | -4.3% |
| North America | 31,547 | 27,988 | 12.7% |
| Asia, Pacific and Africa | 36,903 | 26,106 | 41.4% |
| Total | 181,378 | 172,124 | 5.4% |
3. RESULTS OF OPERATIONS
| in € thousands | H1 2017 | H1 2016 | % yoy |
|---|---|---|---|
| Sales revenues | 361,874 | 337,604 | 7.2% |
| Cost of sales | -260,707 | -247,201 | |
| Gross profit | 101,167 | 90,403 | 11.9% |
| Operating expenses | -69,923 | -67,376 | |
| Operating profit (EBIT) | 31,244 | 23,027 | 35.7% |
| Net finance result | -141,750 | -19,364 | |
| Income taxes | 28,630 | -7,193 | |
| Consolidated net loss (-) for the year |
-81,876 | -3,530 |
Compared to reporting period 2016, both the gross profit and adjusted EBIT margin increased by 1.2 percentage points to 28.0% and 12.2% respectively, mainly due to the finalization of the Axle business integration in 2016, the continued focus on efficiency measures and general cost management.
Net finance costs were impacted by revaluation of shareholder loans in the amount of €-117.2m (2016 reporting period: €0.0m). In connection with the stock listing in July 2017, the shareholder loans have been converted, hence finance costs going forward will be without such effects.
| in € thousands | H1 2017 | H1 2016 |
|---|---|---|
| EBIT | 31,244 | 23,027 |
| Other | -460 | -1,050 |
| Stock listing | 0 | -698 |
| D &A from PPA | -12,604 | -12,604 |
| Adjusted EBIT | 44,308 | 37,379 |
| Depreciation of property, plant and equipment |
-6,213 | -4,704 |
| Amortization of intangible assets | -2,806 | -3,675 |
| Adjusted EBITDA | 53,327 | 45,758 |
Operating profit is primarily adjusted for PPA effects.
The exceptional items of the reporting period decreased from €1.7m in the previous period to €0.5m mainly due to reduced exceptional expenses related to the integration of the Axle business and in connection with the stock listing. In the reporting period, the JOST Group capitalized costs related to the stock listing in an amount of €1.5m.
| in € thousands | Q2 2017 | Q2 2016 | % yoy |
|---|---|---|---|
| Sales revenues | 181,378 | 172,124 | 5.4% |
| Cost of sales | -130,875 | -125,095 | |
| Gross profit | 50,503 | 47,029 | 7.4% |
| Operating expenses | -35,178 | -33,849 | |
| Operating profit (EBIT) | 15,325 | 13,180 | 16.3% |
| Net finance result | -133,052 | -10,123 | |
| Income taxes | 32,873 | -4,932 | |
| Consolidated net loss (-) for the year |
-84,854 | -1,875 |
| in € thousands | Q2 2017 | Q2 2016 |
|---|---|---|
| EBIT | 15,325 | 13,180 |
| Other | -224 | -506 |
| Stock listing | 5 | -598 |
| D&A from PPA | -6,302 | -6,302 |
| Adjusted EBIT | 21,846 | 20,586 |
| Depreciation of property, plant and equipment |
-3,094 | -2,224 |
| Amortization of intangible assets | -1,375 | -2,151 |
| Adjusted EBITDA | 26,315 | 24,961 |
4. SEGMENTS
Segment reporting for the reporting period ended June 30, 2017:
| in € thousands | Asia, Pacific and Africa |
Europe | North America | Reconcilation | Consolidated financial statements |
|---|---|---|---|---|---|
| Sales revenues* | 86,622 | 375,236 | 61,746 | -161,730 | 361,874** |
| thereof: external sales revenues* | 71,698 | 228,616 | 61,560 | 0 | 361,874 |
| thereof: internal sales revenues* | 14,924 | 146,620 | 186 | -161,730 | 0 |
| Adjusted EBIT | 10,806 | 25,825 | 6,624 | 1,053 | 44,308 |
| thereof: depreciation and amortization | 691 | 7,190 | 1,138 | 0 | 9,019 |
| Adjusted EBIT margin | 15.1% | 11.3% | 10.8% | 12.2% | |
| Adjusted EBITDA | 11,497 | 33,015 | 7,762 | 1,053 | 53,327 |
| Adjusted EBITDA margin | 16.0% | 14.4% | 12.6% | 14.7% | |
* Sales revenues in the segments show the sales revenues by origin.
** Sales by destination in the reporting period: • Americas: €64,733 thousand • Asia, Pacific and Africa: €93,681 thousand • Europe: €203,460 thousand
Segment reporting for the reporting period ended June 30, 2016:
| in € thousands | Asia, Pacific and Africa |
Europe | North America | Reconcilation | Consolidated financial statements |
|---|---|---|---|---|---|
| Sales revenues* | 65,377 | 371,601 | 58,699 | -158,073 | 337,604** |
| thereof: external sales revenues* | 50,640 | 228,372 | 58,592 | 0 | 337,604 |
| thereof: internal sales revenues* | 14,737 | 143,229 | 107 | -158,073 | 0 |
| Adjusted EBIT | 8,098 | 23,629 | 4,981 | 671 | 37,379 |
| thereof: depreciation and amortization | 614 | 6,736 | 1,029 | 0 | 8,379 |
| Adjusted EBIT margin | 16.0% | 10.3% | 8.5% | 11.1% | |
| Adjusted EBITDA | 8,712 | 30,365 | 6,010 | 671 | 45,758 |
| Adjusted EBITDA margin | 17.2% | 13.3% | 10.3% | 13.6% |
* Sales revenues in the segments show the sales revenues by origin.
** Sales by destination in the reporting period: • Americas: €61,466 thousand • Asia, Pacific and Africa: €73,189 thousand • Europe: €202,949 thousand
Despite a cyclically weak truck market, our North American segment recorded an increase of sales due to further market share gains. Mainly driven by successfully implemented efficiency measures and a favorable customer mix, operating profit grew stronger than sales.
In Europe sales for the first half-year are in line with 2016. Within a stable top line environment, the adjusted EBIT margin was improved due to efficiency measures and the completed integration of axle business.
Asia, Pacific and Africa contributed the largest portion to the Group's top line growth in H1. Supported by regulatory changes in China, which came into effect in fall 2016, sales continued to grow strongly at good margins.
Segment reporting for the period from April 1 to June 30, 2017:
| in € thousands | Asia, Pacific and Africa |
Europe | North America | Reconcilation | Consolidated financial statements |
|---|---|---|---|---|---|
| Sales revenues* | 45,018 | 183,970 | 31,625 | -79,235 | 181,378** |
| thereof: external sales revenues* | 36,903 | 112,928 | 31,547 | 0 | 181,378 |
| thereof: internal sales revenues* | 8,115 | 71,042 | 78 | -79,235 | 0 |
| Adjusted EBIT | 4,995 | 12,771 | 3,519 | 561 | 21,846 |
| thereof: depreciation and amortization | 336 | 3,570 | 563 | 0 | 4,469 |
| Adjusted EBIT margin | 13.5% | 11.3% | 11.2% | 12.0% | |
| Adjusted EBITDA | 5,331 | 16,341 | 4,082 | 561 | 26,315 |
| Adjusted EBITDA margin | 14.4% | 14.5% | 12.9% | 14.5% | |
* Sales revenues in the segments show the sales revenues by origin.
** Sales by destination in the reporting period: • Americas: € 33,249 thousand • Asia, Pacific and Africa: € 49,091 thousand • Europe: € 99,038 thousand
Segment reporting for the period from April 1 to June 30, 2016:
| in € thousands | Asia, Pacific and Africa |
Europe | North America | Reconcilation | Consolidated financial statements |
|---|---|---|---|---|---|
| Sales revenues* | 33,226 | 190,901 | 28,025 | -80,028 | 172,124** |
| thereof: external sales revenues* | 26,106 | 118,030 | 27,988 | 0 | 172,124 |
| thereof: internal sales revenues* | 7,120 | 72,871 | 37 | -80,028 | 0 |
| Adjusted EBIT | 4,146 | 13,133 | 2,966 | 341 | 20,586 |
| thereof: depreciation and amortization | 308 | 3,569 | 498 | 0 | 4,375 |
| Adjusted EBIT margin | 15.9% | 11.1% | 10.6% | 12.0% | |
| Adjusted EBITDA | 4,454 | 16,702 | 3,464 | 341 | 24,961 |
| Adjusted EBITDA margin | 17.1% | 14.2% | 12.4% | 14.5% | |
* Sales revenues in the segments show the sales revenues by origin.
** Sales by destination in the reporting period: • Americas: € 29,058 thousand • Asia, Pacific and Africa: € 34,754 thousand • Europe: € 108,312 thousand
5. NET ASSETS AND FINANCIAL POSITION
ASSETS
| in € thousands | 06/30/2017 | 12/31/2016 |
|---|---|---|
| Noncurrent assets | 345,880 | 365,857 |
| Current assets | 280,824 | 238,511 |
| Total assets | 626,704 | 604,368 |
Equity position was mainly strengthened by a significant conversion of €107.5 million of shareholder loans into equity in June 2017, reducing noncurrent liabilities in the same amount and also by a decrease of deferred tax liabilities due to that conversion. By end of June, a remainder of €25.0 million of the shareholder loans became current liability between the major conversion and the stock listing. This amount was also converted into equity as of the stock listing date.
EQUITY AND LIABILITIES
| in € thousands | 06/30/2017 | 12/31/2016 |
|---|---|---|
| Equity | 42,426 | -137,368 |
| Noncurrent liabilities | 434,532 | 641,360 |
| Current liabilities | 149,746 | 100,376 |
| Total equity and liabilities | 626,704 | 604,368 |
Trade payables to third parties increased to €71.0m (2016: €57.7m), mainly influenced by the increase of sales seasonality. Inventories decreased to €88.8m (2016: €90.4m) while trade receivables from customers increased to €119.8m (2016: €90.1 m).
The decrease in noncurrent assets was mainly due to amortization.
6. CASH FLOWS
| in € thousands | H1 2017 | H1 2016 |
|---|---|---|
| Cash flow from operating activities | 29,797 | 10,521 |
| thereof change in working capital | -14,958 | -33,624 |
| Cash flow from investing activities | -3,944 | -9,679 |
| Cash flow from financing activities | -16,038 | -4,342 |
| Net change in cash and cash equivalents | 9,815 | -3,500 |
| Change in cash and cash equivalents | ||
| due to exchange rate movements | -1,523 | -1,014 |
| Cash and cash equivalents at January 1 | 47,189 | 40,410 |
| Cash and cash equivalents at June 30 | 55,481 | 35,896 |
Our business continues to be highly cash generative, resulting in an increased cash balance of €55.5m, an increase of €19.6m despite a €26.1m debt repayment since July 2016. Operating cash flow was supported by successful working capital management measures. In the first half year of 2017, investments in property, plant and equipment were at €4.6m (2016 reporting period: €8.1m), while interest payments amounted to €8.2m (2016 reporting period: €6.4m).
7. RESEARCH AND DEVELOPMENT
Our central Research and Development department is responsible for the development of new systems which we believe to become important factors in the trend of higher sophistication and automation of transportation vehicles. The R&D department is also continuously involved in advancing our existing products with the development of value-added features and additional functionalities and preparation for roll out in new markets.
Expenses in this area totaled €5.3 million in the first six months of 2017 (2016 reporting period: €5.3 million).
8. OPPORTUNITIES AND RISKS
Opportunities and risks are a natural result of all business activity. Sufficient provisions have been recognized for all known companyspecific risks. From today's perspective, there are no risks that would jeopardize the continued existence of the JOST Group. To facilitate the management of these risks, we have categorized them as follows:
1. Risks related to our markets
We are exposed to substantial risks associated with the performance of the global economy. Political, social or economic conditions and changes in countries in which we and our customers operate could have an adverse impact on our business, financial position and results of operations. We operate in a cyclical industry and our business could be adversely impacted by periodic downturns in target markets, in particular within the commercial vehicle industry, and our production capacities may not meet the actual demand for our products. The industry in which we operate is characterized by intense competition, which could reduce our sales or put continued pressure on our sales prices. Consolidation of our competitors or an oversupply in the market may adversely affect our business, financial position and results of operations.
2. Risks related to our business
We depend on a limited number of large OEM customers. Shifts in market share among vehicles or vehicle segments or shifts away from vehicles for which we supply significant parts could have a material adverse effect on our profitability. We depend on energy prices as well as on a limited number of key suppliers for certain products, manufacturing equipment and raw materials and could suffer shortages if these suppliers were to interrupt their supply or increase their prices. We do not control our joint venture. Products that do not meet customer specifications or that contain, or are perceived to contain, defects or errors or that are otherwise incompatible with the intended end use could impose significant costs on us. Our business could suffer if the reputation of our brands is damaged. Our future business success depends on our ability to maintain the high quality of our products and processes. We may be unable to anticipate, respond to, or utilize changing technologies. We may be unable to successfully integrate or achieve the expected benefits from current or future acquisitions or joint ventures as well as plant openings or relocations. There is a risk that we may infringe upon intellectual property rights of third parties. We are exposed to the risk of product-related crime and industrial espionage. We are subject to export controls that could subject us to liability or impair our ability to compete in international markets. We face environmental risks associated with soil, water or groundwater contamination and risks related to hazardous materials. Our results of operations and financial position may be adversely impacted by movements in exchange rates. Work stoppages or other labor issues at our facilities or at the facilities of our customers or those in our supply chain could have a material adverse effect on our business, especially if we were urged to adopt or negotiate a collective bargaining agreement providing for higher wages than currently applied or additional benefits or employment protection, or as a result of relocations or closures of production facilities.
3. Legal, regulatory and tax risks
Governmental regulations or taxes could increase our costs and could adversely affect our business and results of operations. We are exposed to warranty and product liability claims. We may be subject to antitrust investigations, the outcome of which could lead to fines and related damage claims. We are subject to risks from legal, administrative and arbitration proceedings. We could be required to pay additional taxes following tax audits of our Group companies. We may not be able to rely on favorable tax regimes or subsidies.
4. Risks related to our capital structure
Our leverage and debt-service obligations could limit the cash we have available for acquisition financing, dividend payments and other measures, and a significant increase in our indebtedness could restrict our access to credit or change the terms on which it is extended to us. Existing debt obligations contain, and future debt obligations are likely to contain, financial and other covenants as well as change of control provisions. Our consolidated balance sheet includes significant intangible assets, which could become impaired.
5. Risks related to the Company's shares, the listing and the shareholder structure
Our share price and trading volume of our shares could fluctuate significantly and investors could lose all or part of their investment. Following the listing, our principal shareholder will retain a significant interest in the Company, and its interests may conflict with those of our other shareholders. Our ability to pay dividends depends, among other things, on our financial position and results of operations. The Company will incur additional costs as a listed company.
Report on opportunities: Quality and flexibility as a success factor
The JOST Group's strategy of positioning itself as a supplier of branded products with quick response times, innovations and an extensive service for customer demands on the global market offers the opportunity to achieve long-term, above-market profitable growth. We aim to support the Group's earnings profile through product quality, coupled with the high productivity and flexibility of our production facilities. In particular, increasing customer sophistication will result in additional business opportunities and features on the existing product range, as we are highly competitive in the quality segment and set standards for our customers in many areas.
Key opportunities in the supply chain area
We see significant opportunities to support the JOST Group's business in our procurement operations by further aiming for a high-standard international supplier base, which should not only ensure flexibility, but also increase competitiveness and balance out cost and currency differences between countries and regions.
In production, the internationalization policy pursued in recent years will enable cost-effective and flexible production while maintaining existing quality standards, and therefore have a positive influence on the JOST Group's earnings.
9. OUTLOOK
Assuming no major changes to market projections and constant exchange rates, we continue to expect a mid-single-digit %-increase in Group sales in 2017 as compared to 2016. For Europe, we expect a stable to moderate growth pattern due to solid overall market demand. For our North American segment, on the back of an anticipated truck market recovery we project mid-single-digit sales growth rate compared to 2016. On the back of a very strong first half in APA, we expect growth rates in the second half to be lower, resulting in moderate double-digit growth rate compared to 2016. New regulations in China which came into effect in fall 2016 are expected to further drive demand for new vehicles in general and a shift towards articulated trucks.
We expect our adjusted EBIT to increase by high single-digit growth rate through the expansion of margins on a consolidated basis driven by an operating leverage but also by improved operating efficiencies and favorable customer mix, amongst other factors.
Capital expenditure, excluding acquisition-related expenditures, is projected to decrease as a percentage of sales, and we expect net working capital to remain relatively stable in relation to sales.
Events after the reporting period
JOST Werke AG shares have been trading on the Frankfurt Stock Exchange since July 20, 2017.
The Executive Board
Neu-Isenburg, August 29, 2017
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
of JOST Werke AG for the first six months ended June 30, 2017
CONDENSED CONSOLIDATED INCOME STATEMENT –
BY FUNCTION OF EXPENSES
for the six months ended June 30, 2017
| in € thousands | Notes | H1 2017 | H1 2016 |
|---|---|---|---|
| Sales revenues | (4) | 361,874 | 337,604 |
| Cost of sales | -260,707 | -247,201 | |
| Gross profit | 101,167 | 90,403 | |
| Selling expenses | -42,405 | -40,314 | |
| thereof: depreciation and amortization of assets | -13,033 | -12,899 | |
| Research and development expenses | -5,277 | -5,269 | |
| Administrative expenses | -23,126 | -23,206 | |
| Other income | (5) | 2,425 | 3,121 |
| Other expenses | (5) | -2,593 | -2,379 |
| Share of profit or loss of equity method investments | 1,053 | 671 | |
| Operating profit (EBIT) | 31,244 | 23,027 | |
| Financial income | (6) | 1,194 | 340 |
| Financial expense | (6) | -142,944 | -19,704 |
| Net finance result | -141,750 | -19,364 | |
| Loss (-)/ Profit before tax | -110,506 | 3,663 | |
| Income taxes | (7) | 28,630 | -7,193 |
| Consolidated net loss (-) for the year | -81,876 | -3,530 | |
| Loss (-) attributable to owners of the parent | -81,876 | -3,530 | |
| Weighted average number of shares | 411,740 | 25,000 | |
| Basic and diluted earnings per share (in €) | (8) | -198.85 | -141.20 |
| Number of shares as of July 18, 2017 | 14,900,000 | 14,900,000 | |
| Pro forma earnings per share (in €) | (8) | -5.50 | -0.24 |
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
for the six months ended June 30, 2017
| in € thousands | H1 2017 | H1 2016 |
|---|---|---|
| Consolidated net loss for the year | -81,876 | -3,530 |
| Items that will be reclassified to profit or loss | ||
| Exchange differences on translating foreign operations | -6,520 | -3,760 |
| Items that will not be reclassified to profit or loss | ||
| Remeasurements from defined benefit plans | 2,170 | -9,929 |
| Deferred taxes relating to other comprehensive income | -651 | 2,979 |
| Other comprehensive income | -5,001 | -10,710 |
| Total comprehensive income | -86,877 | -14,240 |
| Total comprehensive income attributable to owners of the parent | -86,877 | -14,240 |
CONDENSED CONSOLIDATED BALANCE SHEET
as of June 30, 2017
ASSETS
| in € thousands | Notes | 06/30/2017 | 12/31/2016 |
|---|---|---|---|
| Noncurrent assets | |||
| Intangible assets | 246,226 | 261,543 | |
| Property, plant, and equipment | 76,273 | 80,139 | |
| Investments accounted for using the equity method | 12,399 | 13,778 | |
| Deferred tax assets | 10,863 | 10,265 | |
| Other noncurrent financial assets | (9) (10) | 39 | 52 |
| Other noncurrent assets | 80 | 80 | |
| 345,880 | 365,857 | ||
| Current assets | |||
| Inventories | 88,837 | 90,415 | |
| Trade receivables | 119,823 | 90,050 | |
| Receivables from income taxes | 3,629 | 3,460 | |
| Other current financial assets | (9) (10) | 1,130 | 1,085 |
| Receivables from shareholders | 398 | 0 | |
| Other current assets | 11,526 | 6,312 | |
| Cash and cash equivalents | 55,481 | 47,189 | |
| 280,824 | 238,511 | ||
| Total assets | 626,704 | 604,368 |
EQUITY AND LIABILITIES
| in € thousands | Notes | 06/30/2017 | 12/31/2016 |
|---|---|---|---|
| Equity | |||
| Subscribed capital | 10,025 | 25 | |
| Capital reserves | 397,069 | 79,728 | |
| Other reserves | -27,546 | -22,545 | |
| Retained earnings | -337,122 | -194,576 | |
| Equity attributable to owners of the parent | 42,426 | -137,368 | |
| (11) | 42,426 | -137,368 | |
| Noncurrent liabilities | |||
| Liabilities to shareholders | (13) | 0 | 132,474 |
| Pension obligations | (12) | 58,324 | 60,655 |
| Other provisions | 2,996 | 2,992 | |
| Interest-bearing loans and borrowings | (14) | 305,208 | 314,023 |
| Deferred tax liabilities | (7) | 62,955 | 126,206 |
| Other noncurrent liabilities | 5,049 | 5,010 | |
| 434,532 | 641,360 | ||
| Current liabilities | |||
| Liabilities to shareholders | (13) | 25,041 | 0 |
| Pension obligations | (12) | 1,744 | 1,744 |
| Other provisions | 16,638 | 14,958 | |
| Interest-bearing loans and borrowings | (14) | 6,908 | 6,002 |
| Trade payables | 70,951 | 57,714 | |
| Liabilities from income taxes | 4,684 | 3,080 | |
| Other current financial liabilities | (9) (15) | 377 | 489 |
| Other current liabilities | 23,403 | 16,389 | |
| 149,746 | 100,376 | ||
| Total equity and liabilities | 626,704 | 604,368 |
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the six months ended June 30, 2016
| in € thousands | Subscribed capital | Capital reserves | Retained earnings | |
|---|---|---|---|---|
| Balance at January 1, 2016 | 25 | 79,728 | -179,402 | |
| Consolidated net loss for the year | 0 | 0 | -3,530 | |
| Reclassifications | 0 | 0 | 0 | |
| Other comprehensive income | 0 | 0 | 0 | |
| Deferred taxes relating to other comprehensive income | 0 | 0 | 0 | |
| Total comprehensive income | 0 | 0 | -3,530 | |
| Balance at June 30, 2016 | 25 | 79,728 | -182,932 | |
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the six months ended June 30, 2017
| Subscribed capital | Capital reserves | Retained earnings |
|---|---|---|
| 25 | 79,728 | -194,576 |
| 0 | 0 | -81,876 |
| 0 | 0 | 0 |
| 0 | 0 | 0 |
| 0 | 0 | 0 |
| 0 | 0 | -81,876 |
| 10,000 | 317,341 | -60,670 |
| 10,025 | 397,069 | -337,122 |
| Other reserves | ||||
|---|---|---|---|---|
| Total consolidated equity |
Equity attributable to owners of the parent |
Other reserves | Remeasurements from defined benefit plans |
Exchange differences on translating foreign operations |
| -120,470 | -120,470 | -103 | -17,816 | -2,902 |
| -3,530 | -3,530 | 0 | 0 | 0 |
| 0 | 0 | 0 | 0 | 0 |
| -13,689 | -13,689 | 0 | -9,929 | -3,760 |
| 2,979 | 2,979 | 0 | 2,979 | 0 |
| -14,240 | -14,240 | 0 | -6,950 | -3,760 |
| -134,710 | -134,710 | -103 | -24,766 | -6,662 |
| Other reserves | ||||
|---|---|---|---|---|
| Total consolidated equity |
Equity attributable to owners of the parent |
Other reserves | Remeasurements from defined benefit plans |
Exchange differences on translating foreign operations |
| -137,368 | -137,368 | -103 | -22,567 | 125 |
| -81,876 | -81,876 | 0 | 0 | 0 |
| 0 | 0 | 0 | 0 | 0 |
| -4,350 | -4,350 | 0 | 2,170 | -6,520 |
| -651 | -651 | 0 | -651 | 0 |
| -86,877 | -86,877 | 0 | 1,519 | -6,520 |
| 266,671 | 266,671 | 0 | 0 | 0 |
| 42,426 | 42,426 | -103 | -21,048 | -6,395 |
CONDENSED CONSOLIDATED CASH FLOW STATEMENT
for the six months ended June 30, 2017
| in € thousands | H1 2017 | H1 2016 |
|---|---|---|
| Loss (-)/ Profit before tax | -110,506 | 3,663 |
| Depreciation and amortization | 21,623 | 20,983 |
| Other noncash income and expenses | 133,901 | 9,806 |
| thereof: shareholder loan effects | 133,935 | 9,703 |
| Change in inventories | 1,578 | 616 |
| Change in trade receivables | -29,773 | -24,885 |
| Change in trade payables | 13,237 | -9,355 |
| Change in other assets and liabilities | 6,922 | 18,939 |
| Income tax payments | -7,185 | -9,246 |
| Cash flow from operating activities | 29,797 | 10,521 |
| Proceeds from sales of intangible assets | 3 | 0 |
| Payments to acquire intangible assets | -823 | -2,484 |
| Proceeds from sales of property, plant and equipment | 100 | 295 |
| Payments to acquire property, plant and equipment | -4,619 | -8,079 |
| Dividends received | 713 | 196 |
| Interests received | 682 | 393 |
| Cash flow from investing activities | -3,944 | -9,679 |
| Interest payments | -8,193 | -6,363 |
| Proceeds from short-term borrowings | 0 | 8,800 |
| Refinancing costs | 0 | -3,823 |
| Repayment of short-term borrowings | -7,145 | 0 |
| Repayment of long-term liabilities to shareholders | -700 | 0 |
| Interest payments to shareholders | 0 | -2,956 |
| Cash flow from financing activities | -16,038 | -4,342 |
| Net change in cash and cash equivalents | 9,815 | -3,500 |
| Change in cash and cash equivalents due to exchange rate movements | -1,523 | -1,014 |
| Cash and cash equivalents at January 1 | 47,189 | 40,410 |
| Cash and cash equivalents at June 30 | 55,481 | 35,896 |
SEGMENT REPORTING
for the six months ended June 30, 2017
| in € thousands | Asia, Pacific and Africa |
Europe | North America | Reconcilation | Consolidated financial statements |
|---|---|---|---|---|---|
| Sales revenues* | 86,622 | 375,236 | 61,746 | -161,730 | 361,874** |
| thereof: external sales revenues* | 71,698 | 228,616 | 61,560 | 0 | 361,874 |
| thereof: internal sales revenues* | 14,924 | 146,620 | 186 | -161,730 | 0 |
| Adjusted EBIT | 10,806 | 25,825 | 6,624 | 1,053 | 44,308 |
| thereof: depreciation and amortization | 691 | 7,190 | 1,138 | 0 | 9,019 |
| Adjusted EBIT margin | 15.1% | 11.3% | 10.8% | 12.2% | |
| Adjusted EBITDA | 11,497 | 33,015 | 7,762 | 1,053 | 53,327 |
| Adjusted EBITDA margin | 16.0% | 14.4% | 12.6% | 14.7% |
* Sales revenues in the segments show the sales revenues by origin.
** Sales by destination in the reporting period: • Americas: €64,733 thousand • Asia, Pacific and Africa: €93,681 thousand • Europe: €203,460 thousand
SEGMENT REPORTING
for the six months ended June 30, 2016
| in € thousands | Asia, Pacific and Africa |
Europe | North America | Reconcilation | Consolidated financial statements |
|---|---|---|---|---|---|
| Sales revenues* | 65,377 | 371,601 | 58,699 | -158,073 | 337,604** |
| thereof: external sales revenues* | 50,640 | 228,372 | 58,592 | 0 | 337,604 |
| thereof: internal sales revenues* | 14,737 | 143,229 | 107 | -158,073 | 0 |
| Adjusted EBIT | 8,098 | 23,629 | 4,981 | 671 | 37,379 |
| thereof: depreciation and amortization | 614 | 6,736 | 1,029 | 0 | 8,379 |
| Adjusted EBIT margin | 16.0% | 10.3% | 8.5% | 11.1% | |
| Adjusted EBITDA | 8,712 | 30,365 | 6,010 | 671 | 45,758 |
| Adjusted EBITDA margin | 17.2% | 13.3% | 10.3% | 13.6% | |
* Sales revenues in the segments show the sales revenues by origin.
** Sales by destination in the reporting period: • Americas: €61,466 thousand • Asia, Pacific and Africa: €73,189 thousand • Europe: €202,949 thousand
RECONCILIATION OF ADJUSTED EARNINGS FIGURES
for the six months ended June 30
| in € thousands | H1 2017 | H1 2016 |
|---|---|---|
| EBIT | 31,244 | 23,027 |
| Other | -460 | -1,050 |
| Stock listing | 0 | -698 |
| D &A from PPA | -12,604 | -12,604 |
| Adjusted EBIT | 44,308 | 37,379 |
| Depreciation of property, plant and equipment | -6,213 | -4,704 |
| Amortization of intangible assets | -2,806 | -3,675 |
| Adjusted EBITDA | 53,327 | 45,758 |
NOTES
to the condensed consolidated interim financial statements for the period from January 1 to June 30, 2017
1. GENERAL INFORMATION
JOST Werke AG (hereinafter also the "Group", or "Company", or the "JOST Group") was founded as Cintinori Holding GmbH on February 27, 2008. On June 23, 2017, the Cintinori Holding GmbH was converted from a private limited company (GmbH) into a public limited company (AG) and renamed JOST Werke AG. The respective entry in the Commercial Register was made on July 7, 2017. As of July 20, 2017, the shares were traded for the first time at the Frankfurt Stock Exchange.
The condensed consolidated interim financial statements of JOST Werke AG were prepared based on the going concern principle.
The Company's immediate parent entity as of June 30, 2017 was Jantinori 2 S.à r.l., Luxembourg. The ultimate parent of the JOST Group as of June 30, 2017 was JOST-Global&Co S.C.A., Luxembourg, domiciled in Luxembourg. The registered office of JOST Werke AG is at 2, Siemensstraße in D-63263 Neu-Isenburg. The Company is registered in the Commercial Register of Offenbach am Main under section B, number 50149.
2. BASIS OF PREPARATION OF THE INTERIM FINANCIAL STATEMENTS
The condensed consolidated interim financial statements (hereinafter also "interim financial statements") as of and for the six months ended June 30, 2017 (hereinafter also "2017 reporting period") comprise JOST Werke AG and its subsidiaries. These interim financial statements were prepared in accordance with the International Financial Reporting Standards (IFRSs) issued by the International Accounting Standards Board (IASB), London, that are effective as of the reporting date, and the Interpretations (IFRS IC) issued by the International Financial Reporting Interpretations Committee, as adopted by the European Union (EU).
The interim financial statements were prepared in accordance with IAS 34 Interim Financial Reporting. They do not include all the information required for a complete set of IFRS financial statements. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group's financial position and performance since the last annual consolidated financial statements as of and for the year ended December 31, 2016. The interim financial statements should be read in conjunction with the annual consolidated financial statements as of and for the year ended December 31, 2016, which can be downloaded under www.jost-world.com.
Amendments to the IFRSs during fiscal year 2017 did not have any material impact on the condensed consolidated interim financial statements as of June 30, 2017.
The Management Board approved the condensed consolidated interim financial statements of JOST Werke AG for the period ending on June 30, 2017 for issue on August 29, 2017.
3. SEASONALITY OF OPERATIONS
Seasonal effects during the year can result in variations of sales and resulting profit. The JOST Group usually has higher sales and earnings in the first half-year due to the fact that major customers close their manufacturing plants for the summer break at the start of the second half-year.
4. SALES REVENUES
The increase in sales revenues mainly relates to the increased activity in Asia, Pacific and Africa which mainly results from positive market development as well as regulatory changes in favor of our products (e.g. China).
5. OTHER INCOME/OTHER EXPENSES
For the 2017 reporting period, other income amounted to €2.4m (2016 reporting period: €3.1m) and other expenses amounted to €2.6m (2016 reporting period: €2.4m).
In the 2017 reporting period as well in the 2016 reporting period, the other income mainly comprises currency gains. The other expenses mainly comprise currency losses.
6. FINANCE RESULT
Financial income is composed of the following items:
| in € thousands | H1 2017 | H1 2016 |
|---|---|---|
| Interest income | 315 | 243 |
| Realized and unrealized currency gains | 850 | 69 |
| Other financial income | 29 | 28 |
| Total | 1,194 | 340 |
Financial expense is composed of the following items:
| in € thousands | H1 2017 | H1 2016 |
|---|---|---|
| Interest expenses | -18,567 | -18,415 |
| thereof: shareholder loan interest | -10,164 | -9,703 |
| Realized and unrealized currency losses | -341 | -1,174 |
| Other financial expenses | -265 | -115 |
| Losses from derecognition of shareholder loans |
-6,620 | 0 |
| Revaluation of shareholder loans | -117,151 | 0 |
| Total | -142,944 | -19,704 |
Prior to the stock listing, the shareholder loans were converted in June 2017; such effects are not to be expected anymore going forward.
7. INCOME TAXES
The following table shows the content of the income taxes:
| Taxes on income (in € thousands) | H1 2017 | H1 2016 |
|---|---|---|
| Current tax on profits for the year | -9,349 | -7,715 |
| Deferred taxes | 37,979 | 522 |
| Taxes on income | 28,630 | -7,193 |
The tax expenses are recognized based on management's best estimate of the weighted average annual income tax rate expected for the full fiscal year multiplied by the pre-tax income of the interim reporting period.
The deferred taxes in the 2017 reporting period mainly comprise effects from the derecognition of deferred tax liabilities due to the revaluation of shareholder loans prior to the stock listing (see notes 11 and 13).
8. EARNINGS PER SHARE
On June 23, 2017, the JOST Group changed its legal form to a public company. In connection with the capital contribution (see note 11), the number of shares increased from 25,000 to 10,025,000. On July 18, 2017, an additional 4.875 million shares were issued.
The diluted earnings per share (in €) correspond to basic earnings per share. In addition to the basic and diluted earnings per share, which are calculated on the basis of the weighted average number of shares, a "pro forma earnings per share" was calculated based on the shares outstanding as of July 18, 2017 – for both reporting periods:
| Earnings per share | H1 2017 | H1 2016 |
|---|---|---|
| Loss (-) attributable to owners of the parent (in € thousands) |
-81,876 | -3,530 |
| Weighted average number of shares | 411,740 | 25,000 |
| Basic and diluted earnings per share (in €) |
-198.85 | -141.20 |
| Number of shares as of July 18, 2017 | 14,900,000 | 14,900,000 |
| Pro forma earnings per share (in €) | -5.50 | -0.24 |
9. FINANCIAL ASSETS AND FINANCIAL LIABILITIES
The carrying amounts, fair values, categories and classes of financial assets and financial liabilities are as follows:
| in € thousands | Category in accordance with IAS 39 |
Carrying amount 06/30/2017 |
Fair value 06/30/2017 |
Carrying amount 12/31/2016 |
Fair value 12/31/2016 |
Level |
|---|---|---|---|---|---|---|
| Assets | ||||||
| Cash and cash equivalents | LaR | 55,481 | – | 47,189 | – | n/ a |
| Trade receivables | LaR | 119,823 | – | 90,050 | – | n/ a |
| Receivables from shareholders | LaR | 398 | – | 0 | – | n/ a |
| Other financial assets | LaR | 1,109 | – | 1,117 | – | n/ a |
| Derivative financial assets | AFVP&L | 60 | 60 | 20 | 20 | 2 |
| Total | 176,871 | 60 | 138,376 | 20 |
Cash and cash equivalents, trade receivables, receivables from shareholders as well as other financial assets are generally of a current nature. Their carrying amount corresponds to their fair value.
| in € thousands | Category in accordance with IAS 39 |
Carrying amount 06/30/2017 |
Fair value 06/30/2017 |
Carrying amount 12/31/2016 |
Fair value 12/31/2016 |
Level |
|---|---|---|---|---|---|---|
| Liabilities | ||||||
| Trade payables | OL | 70,951 | – | 57,714 | – | n/ a |
| Interest-bearing loans and borrowings | OL | 312,116 | 312,116 | 320,025 | 320,025 | 2 |
| Shareholder loans | OL | 25,041 | 25,041 | 132,474 | 327,331 | 3 |
| Other financial liabilities | OL | 339 | – | 351 | – | n/ a |
| Derivative financial liabilities | AFVP&L | 38 | 38 | 138 | 138 | 2 |
| Total | 408,485 | 337,195 | 510,702 | 647,494 |
The JOST Group uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:
- Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.
- Level 2: Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices)
- Level 3: Inputs for the assets or liabilities that are not based on observable market data (that is, unobservable inputs).
There were no transfers between the levels of the fair value hierarchy reporting period.
The fair value of the interest bearing loans and borrowings is determined considering actual interest curves and classified as level 2 of the fair value hierarchy.
The fair value of the shareholder loans at each balance sheet date was calculated by discounting the (changed) expected future cash flows by corresponding market interest rates taking into account the Company's credit risk and the subordination of the loan.
The Company elected to measure the carrying amount at amortized cost using the effective interest method. As the impact of discounting the expected future cash flows is not material, the carrying amount does not materially differ from its fair value.
Since trade payables and other financial liabilities are current in nature, their carrying amount corresponds to their fair value.
10. OTHER FINANCIAL ASSETS
Future interest rate volatility is hedged via four interest rate swaps (please also see note 15) and three interest rate caps. Future currency risks are hedged by one currency future.
These three caps have a positive fair value of €9 thousand as of June 30, 2017 (December 31, 2016: €20 thousand), which is recognized in the balance sheet under other noncurrent financial assets. The currency future has a positive fair value of €51 thousand as of June 30, 2017 (December 31, 2016: €0 thousand), which is recognized in the balance sheet under other current financial assets.
As of June 30, 2017, approximately 52% of the liabilities under senior loans were hedged by these derivative financial instruments (please also see note 15).
As in the previous year, the Group did not apply hedge accounting in accordance with IAS 39 in the reporting period.
11. EQUITY
By resolution of the Company's extraordinary shareholders' meeting held on June 23, 2017, equity was increased by €40.0m (thereof €10.0m concerning subscribed capital and €30.0m concerning capital reserves) through a contribution in kind of a certain shareholder loan (also see note 13) by assignment.
By another contribution and assignment agreement dated June 23, 2017, the Company's capital reserves were further increased through a contribution of certain other shareholder loans (also see note 13) by assignment in the aggregate amount of €287.3m. As the carrying amount of this shareholder loan differed from this amount, the difference reduced retained earnings by €60.7m (including a positive deferred tax effect of €26.0m).
According to the resolution of the shareholders' meeting on June 23, 2017, the management was authorized, with the approval of the Supervisory Board, to increase the share capital of the Company by up to €5,000,000 on one or more occasions by issuing up to 5,000,000 new shares against cash or non-cash contributions by June 1, 2022 (Authorized Capital 2017). Further details of Authorized Capital 2017 can be found in Article 5 of the Articles of Association. This Authorized Capital was partly used to execute the capital increase (see note 17).
12. PENSION OBLIGATIONS
Pension obligations as of June 30, 2017 were €60.1 m. The following significant actuarial assumptions were made:
| Assumptions | 06/30/2017 | 12/31/2016 |
|---|---|---|
| Discount rate | 1.7% | 1.5% |
| Inflation rate /future pension increases | 2.0% | 2.0% |
| Future salary increases | 2.0% | 2.0% |
13. LIABILITIES TO SHAREHOLDERS
The carrying amount and the nominal value of the liabilities to shareholder loans developed as follows from December 31, 2016 to June 30, 2017:
| in € thousands | Carrying amount |
Nominal value |
|---|---|---|
| 12/31/2016 | 132,474 | 333,867 |
| Partial repayment | -700 | -700 |
| Accrual of interest | 10,164 | 19,214 |
| Revaluation of shareholder loans based on revised expected cash outflows according to IAS 39 |
117,151 | 0 |
| Contributions of the shareholder loan by assignment based on the extraordinary shareholders' meeting as of June 23, 2017 respectively the assignment agreement dated June 23, 2017 (including consolidation effect of shareholder loan receivables and liabilities of €86,672 thousand before tax) |
-240,668 | -327,340 |
| Loss due to derecognition of remaining carrying amount of the shareholder loan and recognition of the fair value of the shareholder loan due to assign ment agreement as of June 23, 2017 stipulating the contribution in the event of the stock listing |
6,620 | 0 |
| 06/30/2017 | 25,041 | 25,041 |
14. INTEREST-BEARING LOANS AND BORROWINGS
The following table shows the Group's loan liabilities as of June 30, 2017:
| in € thousands | 06/30/2017 | 12/31/2016 | |
|---|---|---|---|
| Senior loans | Facility A | 43,423 | 47,000 |
| Facility B1 | 259,521 | 262,965 | |
| Facility B2 | 9,169 | 10,058 | |
| Senior loans | 312,113 | 320,023 | |
| Other | 3 | 2 | |
| Total | 312,116 | 320,025 |
As of June 30, 2017, the Group had not drawn the available revolving facility (2016 reporting period: €17.5m), and interest payments were made in the amount of €8.2m (2016 reporting period: €6.4m). Furthermore, repayments of the senior loan A and B were made in the amount of €7.1m (2016 reporting period: €0.0m).
In the event of a change in control (i.e. stock listing or change in shareholders due to sale of shares), all bank borrowings (€312.1m) have to be repaid according to the existing agreements. To meet this risk, the Group was in negotiations with a banking consortium in order to arrange a complete refinancing of the Group. According to the present negotiations and based on the current economic situation and the future outlook of the Group, there were no material reasons to believe that the Group would not achieve a similar maturity and interest rate structure. Since the contracts have not been cancelled as of June 30, 2017 either and, therefore, the creditors do not have a right to cancel within one year, the major part of the present borrowings is presented as noncurrent as of June 30, 2017.
With respect to the new credit agreement we refer to note 17.
15. OTHER FINANCIAL LIABILITIES
Future interest rate volatility is hedged via four interest rate swaps and three interest rate caps (please also see note 10). Future currency risks are hedged by one currency future (please also see note 10). Overall, the interest rate swaps have a negative fair value of €38 thousand (December 31, 2016: €138 thousand) as of June 30, 2017 (mark-to-market valuation), which is shown in the balance sheet under other financial liabilities.
As of June 30, 2017, approximately 52% of the liabilities under senior loans were hedged by these derivative financial instruments.
As in the previous year, the Group did not apply hedge accounting in accordance with IAS 39 in the reporting period.
16. RELATED PARTY DISCLOSURES
IAS 24 defines related parties as those persons and companies that have control or a significant influence over the other party.
The structure of the JOST Group, including shareholders as well as the subsidiaries and the joint venture, as of June 30, 2017 is unchanged compared to December 31, 2016. The shareholders are listed in note 1.
Management comprises the following members, who are all related parties within the meaning of IAS 24:
Lars Brorsen, cand. oecon., Heubach Chief Executive Officer of JOST Werke AG, Neu-Isenburg
Dr. Ingenieur Ralf Eichler, Diplom-Ingenieur, Dreieich Chief Operating Officer of JOST Werke AG, Neu-Isenburg
Christoph Hobo, Diplom-Kaufmann, Frankfurt am Main Chief Financial Officer of JOST Werke AG, Neu-Isenburg
On June 23, 2017, the Company appointed a Supervisory Board. With this event, together with the change in the legal form, the Conseil de Gérance (Board) of the parent companies ceased having decision-making powers over the Group.
The Supervisory Board consists of the following persons:
Manfred Wennemer (Chairman) Prof. Dr. Bernd Gottschalk Jürgen Schaubel Klaus Sulzbach Rolf Lutz Natalie Hayday
There were no material changes to existing transactions or new transactions with related parties during the 2017 reporting period except those relating to the shareholder loans (see note 13) and the signing of an agreement regarding the allocation of costs in connection with the stock listing. This cost allocation is based on the estimated ratio between the existing shares and the new shares issued in the stock listing.
17. EVENTS AFTER THE REPORTING DATE
The Group began successfully trading on the Prime Standard of the Frankfurt Stock Exchange on July 20, 2017. The issue price for JOST Werke's shares was €27.00 (price range €25.00 to €31.00). In the course of the stock listing, a capital increase of 4.875 million shares with a value of €131.6 million was placed. The proceeds from the capital increase is used to repay debt and for general corporate purposes. Further, the remaining shareholder loan was contributed to capital reserves.
With effective date July 24, 2017, the Company cancelled the existing credit agreement and signed a new senior facilities agreement with a volume of up to €260.0m (€180m of drawn debt and €80m of revolving cash facility). The new financing matures on July 23, 2022. The margin of the current financing was significantly reduced compared to the prior financing.
REVIEW
The interim report was neither audited according to Section 317 HGB nor reviewed by auditors.
RESPONSIBILITY STATEMENT
To the best of our knowledge, and in accordance with the applicable reporting principles for interim financial reporting, the condensed consolidated interim financial statements give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group, and the interim management report of the Group includes a fair review of the development and performance of the business and the position of the Group, together with a description of the material opportunities and risks associated with the expected development of the Group for the remaining months of the fiscal year.
Neu-Isenburg, August 29, 2017
Lars Brorsen Dr. Ralf Eichler Christoph Hobo
LIST OF ABBREVIATIONS
Adjusted EBIT
Operating profit adjusted for exceptionals, PPA effects
Adjusted EPS
Net result adj. for exceptionals, PPA, shareholder loan effects and deferred taxes divided by 14.9m shares
AFVP & L
Financial assets and liabilities at fair value through profit or loss
APA
Asia, Pacific and Africa
D &A Depreciation and amortization
FX Foreign exchange rate
LaR Loans and receivables
LTM Last twelve months
OL Other liabilities
PPA
Purchase price allocation
yoy
year-over-year
FINANCIAL CALENDAR
| Date | Current events |
|---|---|
| August 29, 2017 | Half-year Financial Report 2017 |
| November 27, 2017 | Interim Report Q3 2017 |
PUBLISHING INFORMATION
Contact
JOST Werke AG Siemensstraße 2 63263 Neu-Isenburg Germany Phone: 0049-6102-295-0 Fax: 0049-6102-295-298 www.jost-world.com
Investor Relations
Tobias Schmidt Corporate & Business Strategy Phone: 0049-6102-295-251 [email protected]
Consulting, Concept & Design
Silvester Group www.silvestergroup.com
Legal disclaimer
This document contains forward-looking statements. These statements reflect the current views, expectations and assumptions of the management and are based on information currently available to the management. Forward-looking statements do not guarantee the occurrence of future results and developments and are subject to known and unknown risks and uncertainties. Therefore, actual future results and developments may deviate materially from the expectations and assumptions expressed in this document due to various factors. These factors primarily include changes in the general economic and competitive environment. Furthermore, developments on financial markets and changes in currency exchange rates as well as changes in national and international laws, in particular in respect of fiscal regulation, and other factors influence the Company's future results and developments. Neither the Company nor any of its affiliates undertakes to update the statements contained in this notification.
This half-year report has been translated into German. Both language versions are available for download on the Internet at https://www.jost-world.com/. In case of any conflicts, the English version of the half-year report shall prevail over the German translation.
JOST Werke AG Siemensstraße 2 63263 Neu-Isenburg Germany
Phone: 0049-6102-295-0 Fax: 0049-6102-295-298
www.jost-world.com