Jacquet Metals : 2022 Universal Registration Document

2022

Universal Registration Document

including the annual financial report

This is a translation into English of the Universal Registration Document of the Company issued in French and it is available at jacquetmetals.com

A leader in the distribution of special metals

Table of contents

Press release dated March 14, 2023 - 2022 annual results	04
1 Overview of the Group	09
1	A leading distributor of special metals	10
2	History of the Group	11
3	Information on the Group's business *	12
4	Other information *	18
5	Organizational chart *	21
2 Corporate governance *	22
1	Corporate governance principles and framework	23
2	Administrative and management bodies	23
3	Compensation paid to corporate officers	36
4	Additional information on corporate governance	46
3 Risk management *	51
1	Risk assessment	52
2	Main risk factors	52
3	Insurance and risk coverage	60
4	Internal control and risk management procedures relating to the preparation	61
	and processing of accounting and financial information
4 Corporate Social Responsibility ("CSR") *			66
nfs
1	CSR approach			67
2	Environmental responsibility	71
3	Societal responsibility	75
4	Ethics and compliance	78
5	Application of the European Taxonomy to Group activities	79
6	Independent verifier's report on a selection of non-financial information	83
5 2022 results - Group *	87
1	Group's activity report	88
2	Consolidated financial statements	99
3	Statutory auditors' report on the consolidated financial statements	139
6 2022 results - JACQUET METALS SA *	145
1	JACQUET METALS SA activity report	146
2	Financial statements of JACQUET METALS SA	150
3	Statutory auditors' report on the financial statements	165
4	Statutory auditors' report on related party agreements	170
7 Shareholders and Company information	172
1	Information about the Company and bylaws main information *	173
2	Information on the share capital *	176
3	Securities transactions *	178
4	Stock market information and dividends *	181
5	Financial communication schedule	182
6	Person responsible for financial information and investor relations	182
8 Other information	183
1	Statement by the person responsible for the Universal Registration Document	184
2	including the annual financial report *	185
Publicly accessible documents
3	Descriptive information - ESEF	185
Appendices	186
1	Universal Registration Document cross-reference table	187
2	Annual financial report cross-reference table	189
3	Management report cross-reference table	189

Detailed section contents can be found at the beginning of each section.

* This information forms an integral part of the annual financial report as provided in the article L. 451-1-2 of the French Monetary and Financial Code.

PRESS RELEASE

2022 annual results

14.03.2023 - 6.00PM CET

Sales: €2.68bn (+36% vs 2021)

EBITDA: €312m (11.6% of sales)

Net income (Group share): €180m

Solid performances and international development

In 2022, the Group benefited fully from its investments in new distribution and finishing capacities and from favorable market conditions which boosted both sales and margin despite a decline in demand and raw material prices observed since Q2, which appears to be continuing in 2023.

Sales increased by 36% to €2.68 billion (Q4 +7% to €565 million) and the gross margin by +29% to €681 million, representing 25.4% of sales (Q4 23.5%) compared to 26.7% in 2021.

EBITDA amounted to €312 million, representing 11.6% of sales (Q4 7.6% to €43 million) compared to 10.2% in 2021.

Net income (Group share) amounted to €180 million compared to €121 million in 2021.

In this context, operating working capital increased, representing 28% of sales at 2022 year-end, compared to 26% a year earlier.

During the period, the Group generated operating cash flow of €43 million and consolidated its financial structure with shareholders' equity of €675 million. The net debt to equity ratio (gearing) amounted to 35% at 2022 year-end.

The Group pursued its development on key markets via a sustained capital expenditure policy (€30 million in 2022) and the JACQUET division's acquisition of Canadian company Fidelity PAC Metals (€33 million sales).

In early 2023, the Group completed the acquisition of Delta Acciai (€10 million sales), an Italian company specializing in the distribution of stainless steel long products. This acquisition gives the STAPPERT division a foothold in Italy with 2 distribution centers in Turin and Milan.

The Group also signed a definitive agreement to acquire 11 distribution centers from SWISS STEEL Group. This acquisition, due to be completed in Q2, will strengthen the IMS group division in Central and Eastern Europe. The transaction perimeter encompasses companies based in the Czech Republic, Poland, Slovakia, Hungary, Lithuania, Estonia and Latvia, which generated sales of €158 million in 2022.

Backed by its financial strength, the Group will continue its capital expenditure and development policy in an environment of reduced visibility.

Press release dated March 14, 2023

4

2022 results

On March 14, 2023 the Board of Directors, chaired by Éric Jacquet, approved the consolidated financial statements for the year ended December 31, 2022, which have been audited by the Statutory Auditors. The certification report is currently in the process of being issued.

€m

Sales

Gross margin

• of sales
  EBITDA 1
• of sales

Adjusted operating income 1

• of sales
  Operating income
  Net income (Group share)

1 Adjusted for non-recurring items.

Q4 2022	Q4 2021
565	527
133	137
23.5%	26.0%
43	55
7.6%	10.5%
30	58
5.2%	10.9%
30	48
19	38

2022	2021
2,683	1,970

1. 526
   25.4% 26.7%

1. 201
   11.6% 10.2%

1. 175
   9.8% 8.9%

1. 163

1. 121

Consolidated sales amounted to €2,683 million, up +36.2% (Q4 +7.3%) compared to 2021, including the following effects:

• volumes sold: -2.9% (Q4 2022 -10.6% vs Q4 2021);
• prices: +38.1% (Q4 2022 +16.8% vs Q4 2021 and -3.7% vs Q3 2022);
• scope: +1% (Q4 2022 +1.1% vs Q4 2021) following the acquisition of Fidelity PAC Metals in May 2022.

Gross margin amounted to €681 million and represented 25.4% of sales compared to €526 million in 2021 (26.7% of sales). In order to take into account the evolution of market conditions, inventory valuation and gross margin include the recording of an impairment representing 19.6% of the gross value of inventories at 2022 year-end, compared to 17.1% at 2021 year-end.

Current operating expenses* amounted to €369 million (13.7% of sales) compared to €325 million in 2021 (16.5% of sales). Inflation and rising energy costs contributed for around €20 million to the increase in expenses.

* excluding depreciation and amortization €(39)m and provisions €(14)m.

EBITDA amounted to €312 million and represented 11.6% of sales compared to €201 million in 2021 (10.2% of sales).

Adjusted operating income amounted to €263 million (9.8% of sales).

In this context, Net income (Group share) amounted to €180 million compared to €121 million in 2021.

Press release dated March 14, 2023

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