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JENSEN-GROUP N.V.

Quarterly Report Aug 8, 2024

3967_ir_2024-08-08_306184e3-5ba9-4052-8492-b541eca54224.pdf

Quarterly Report

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The Dutch-language half-year report is the official report. The English-language version is provided as a courtesy to the shareholders. The JENSEN-GROUP has verified, and assumes full responsibility for, the matching of both language versions.

In this report, the terms 'JENSEN-GROUP' and 'Group' refer to the JENSEN-GROUP NV and its consolidated companies in general, whereas the terms 'JENSEN-GROUP NV' and 'the Company' refer to the holding company, registered in Belgium. Business activities are conducted by operating subsidiaries throughout the world. The terms 'we', 'our', and 'us' are used to describe the Group.

Consolidated, non-audited key figures3
Definitions4
Report Board of Directors5
Financial highlights first semester 2024 5
Outlook6
Risk factors 6
Acquisition of own shares 6
Important transactions with related parties 7
Significant post-balance sheet events7
Statement of responsible persons8
Consolidated statement of financial position – Assets9
Consolidated statement of financial position – Liabilities10
Consolidated statement of profit and loss11
Consolidated statement of comprehensive income 12
Condensed consolidated statement of changes in equity13
Consolidated cash flow statement15
Notes to the Condensed Consolidated Financial Statements17

Consolidated, non-audited key figures

Income statement, for 6 months ended on June 30 June 30 Variance
(in thousands of euro) 2024 2023 %
Revenue 227,315 206,697 10%
Operating profit (EBIT) 24,785 20,610 20%
EBITDA 31,330 24,709 27%
Net interest charges (+) / income (-) -753 1 -
Share in result of associates and companies consolidated
under equity method
1,909 1,756 9%
Profit before taxes 26,655 21,913 22%
Profit for the period from continuing operations 20,687 17,059 21%
Result from assets held for sale -46 -59 -22%
Result attributable to non-controlling interest -993 271 -466%
Consolidated result attributable to equity holders 21,634 16,729 29%
Netto cashflow 28,179 20,828 35%
Balance sheet June 30 December 31 Variance
(in thousands of euro) 2024 2023 %
Equity 271,247 262,142 3%
Net financial debt (+) / net cash (-) -27,195 -35,873 -24%
Working capital 174,401 151,962 15%
Non-current assets (NCA) 70,604 69,877 1%
Capital employed (CE) 245,005 221,840 10%
Market capitalization 391,218 322.092 21%
Enterprise value (EV) 364,023 283,388 28%
Ratios
EBIT / Revenue 10.90% 9.97% 9%
EBITDA / Revenue 13.78% 11.95% 15%
ROCE (EBIT / CE) 10.62% 10.18% 4%
ROE (Net profit / equity) 8.11% 8.00% 1%
Gearing (Net debt (+) / equity) (if >0) - - -
EBITDA interest coverage (if > 0) - 24,709 -
Net financial debt (+) or net cash (-)/ EBITDA -1.01 -0.70 44%
Working capital / revenue 71.79% 67.73% 6%
EV/EBITDA 10.34 11.49 -10%
Key figures per share, for 6 months ended on June 30 June 30 Variance
(in euro) 2024 2023 %
EBITDA 3.27 2.85 15%
Consolidated result attributable to equity holders (= EPS) 2.26 1.93 17%
Net cash flow 2.94 2.40 23%
Equity (= book value) (June 30, 2024; December 31, 2023) 28.57 27.26 5%
Number of shares outstanding (average) 9,575,624 8,684,551 10%
Number of shares outstanding (end-of-period) 9,495,590 9,631,408 -1%

Definitions

  • EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) = operating profit (EBIT) + depreciation, amortization, write-downs on trade receivables and contract assets, write-downs on inventory, changes in provisions
  • Net interest charges = interest charges interest income
  • Net cash flow = consolidated result attributable to the equity holders + depreciation, amortization, write-downs on trade receivables and contract assets, write-downs on inventory, changes in provisions
  • Net financial debt (+)/net cash (-) = borrowings (non-current and current) + government grant financial fixed assets at amortized cost - financial fixed assets at fair value through OCI - cash and cash equivalents
  • Working capital = inventory + advance payments + current trade receivables + contract assets trade payables – contract liabilities
  • Non-current assets = intangible assets + goodwill + property plant and equipment
  • Capital employed = working capital + non-current assets (see definitions above)
  • Market capitalization = share price x number of shares outstanding
  • Enterprise value = market capitalization + net financial debt (+)/net cash (-) (see definitions above)
  • EBITDA interest coverage = EBITDA/net interest charges (see definitions above)

For ratios comparing figures from the consolidated statement of comprehensive income with figures from the consolidated statement of financial position, the average figure from the consolidated statement of financial position is used. The average is the opening balance and closing balance divided by two. In the ratios presented per end of June 2024, the opening balance equals the December 31, 2023 and for the comparable period the December 31, 2022 figures.

  • ROCE (return on capital employed) = EBIT/average capital employed
  • ROE (return on equity) = consolidated result attributable to equity holders / average equity
  • Average net financial debt (+) or net cash (-)/EBITDA.

Report Board of Directors

Financial highlights first semester 2024

JENSEN-GROUP achieves record order intake, revenue and profit while accelerating strategic expansion In the first half of 2024, JENSEN-GROUP has not only successfully acquired MAXI-PRESS and its subsidiaries but also continued to set new records. During this period, the Group noted an increase in order intake, reaching a peak of 241.5 million euro, marking a notable increase from the previous year (156 million euro). This growth was largely fuelled by the resurgence of market activity, especially in tourism, across numerous countries, with the Group benefiting substantially from its local presence and strong client relationships.

As a result of these positive developments, JENSEN-GROUP's revenue for the first semester saw a considerable increase, rising from 206.7 million euro in the previous year to 227.3 million euro in the current year. Despite the challenges faced in 2023, where the order backlog from 2022 was affected by delayed price increases, 2024 has witnessed a remarkable improvement in operating profit. The operating profit margin has grown to 10.9% of revenues, up from 10.2% in 2023.

In addition, the market landscape is witnessing a trend towards larger and more complex projects. This shift introduces additional operational challenges and necessitates a reinforced focused approach to project management and cost control to maintain profitability and compete effectively in this evolving market environment.

For the first six months of 2024, the operating profit (EBIT) reached 24.8 million euro, compared to 20.6 million euro during the same period last year, representing a 20% increase. The EBITDA for the first half of 2024 amounts to 31.3 million euro, up from 24.7 million euro the previous year.

The net financial result has no impact on the net result per end of June 2024, compared to a loss of 0.5 million euro end of June 2023.

Investments in Inax and Tolon have positively impacted the share in the result of associates and companies accounted for using the equity method, with an increase of 0.2 million euro to 1.9 million euro. At the end of May 2024, JENSEN Italy acquired a 33% stake in PrimaFolder. PrimaFolder is an Italian company specializing in the design and manufacture of automatic folding machines.

Net income attributable to the shareholders of 21.6 million euro lead to an Earnings per Share of 2.26 euro, an increase of 17% compared to last year (Earnings per Share of 1.93 euro). This financial performance underscores JENSEN-GROUP's resilience and strategic effectiveness in a dynamically evolving market landscape. On the balance sheet, the Group reports a net financial cash position of 27.2 million euro (including 4.6 million euro leasing debt) compared to 35.9 million euro at year-end 2023. The decrease in net cash is mainly due to the higher working capital linked to the activity level.

As per June 30, 2024, the JENSEN-GROUP was in full compliance with its bank covenants.

Outlook

The Group's aim for 2024 is to keep the momentum and solidify its market position and profitability level by relentlessly focusing on commercial excellence, manufacturing productivity and effective project management. The Group will continue to drive customer centricity and sustainable innovation through the development of new products and services embedded in its strategic plan while further enhancing the optimization and digitalization of business processes and applications.

Risk factors

Risk factors to be taken into account for 2024 include the uncertainty regarding the overall political climate, the impact of geopolitical and military threats, travel restrictions across the world in the event of a new pandemic emerging, a slowing-down of demand due to an economic recession in our key markets, our customers' ability to access financing when confronted with higher interest rates, the fluctuating availability of raw materials, energy and transportation costs, exchange rate volatility, and competitive pressures.

Acquisition of own shares

The Bylaws of the Company allow the purchase of own shares. At its meeting held on March 10, 2022, the Board of Directors decided to implement a program to buy back a maximum of 781,900 or 10% of its own shares. The shares are bought on the stock exchange by an investment bank mandated by the Board of Directors. The buy-back mandate expires on May 16, 2028.

  • In view of the transaction with MIURA, the JENSEN-GROUP announced on March 9, 2023, that the Board of Directors suspended the program.
  • On May 16, 2023, the shareholders approved the cancellation of 113,873 treasury shares.
  • On August 10, 2023, the Board of Directors decided to re-launch the share repurchase program to buy back maximum 668,027 of its shares.

As per June 30, 2024 the JENSEN-GROUP holds 135,818 treasury shares.

Important transactions with related parties

On May 30, 2024, JENSEN Italy acquired 33% of the shareholder rights in PrimaFolder. As a consequence the legal structure of JENSEN-GROUP changed, see note 15.

Significant post-balance sheet events

MAXI-PRESS

On July 23, 2024, JENSEN-GROUP announced the acquisition of 85% of the share capital of MAXI-PRESS Holding GmbH, Germany and its subsidiaries ("MAXI-PRESS").

The acquisition of an 85% equity stake in MAXI-PRESS Holding GmbH, Germany, and its subsidiaries has been executed at a purchase price of 34.3 million euro on a cash-/debt-free basis, corresponding to 85% of the total enterprise value of the company. The financial structure of the transaction is facilitated through direct cash payments complemented by a roll-over loan amounting to 24 million euro.

Following a phased acquisition approach, JENSEN-GROUP will acquire the remaining 15% stake in MAXI-PRESS, presently owned by the founding CEO and shareholder, Mr. Zaiser, in the course of the next three years, substantially applying similar valuation principles, and acquiring the shares in three annual tranches of 5% in order to achieve full ownership of MAXI-PRESS by the end of June 2027.

As from the closing date the MAXI-PRESS financials will be fully consolidated by the JENSEN-GROUP.

For more information, see note 14.

Wetteren, August 8, 2024

YquitY bv SWID AG Represented by Mr. R. Provoost Represented by Mr. J. Jensen Chairman Director

Statement of responsible persons

We hereby certify that, to the best of our knowledge, the condensed consolidated financial statements for the six months period ended June 30, 2024 which have been prepared in accordance with the IAS 34 "Interim Financial Reporting" as adopted by the European Union, give a true and fair view of the assets, liabilities, financial position and profit or loss of the company and the entities included in the consolidation as a whole, and that the interim management report includes a fair review of the important events that have occurred during the first six months of the financial year and of the major transactions with the related parties, and their impact on the condensed consolidated financial statements, together with a description of the principal risks and uncertainties for the remaining six months of the financial year.

Wetteren, August 8, 2024

Jesper M. Jensen Markus Schalch

Chief Executive Officer Chief Financial Officer

(in thousands of euro) Notes June 30 December 31
2024 2023
Total Non-Current Assets 165,640 165,635
Goodwill 22,787 22,826
Intangible assets 5,693 5,832
Land and buildings 21,564 22,073
Machinery and equipment 4,719 4,134
Furniture and vehicles 4,643 3,727
Right of use assets 10,399 10,405
Assets under construction and advance payments 798 881
Property, plant and equipment 4 42,124 41,219
Companies accounted for under equity method 4 50,279 49,764
Financial assets at amortized cost 10 5,002 5,139
Financial assets at fair value through OCI 10 25,517 25,953
Trade receivables 5,666 6,574
Other amounts receivable 4,202 3,860
Trade and other long-term receivables 4 9,868 10,434
Derivative financial instruments 10 307 307
Deferred tax assets 4,064 4,161
Total Current Assets 305,450 284,906
Raw materials and consumables 46,309 42,417
Goods purchased for resale 17,425 20,765
Inventory 63,734 63,182
Advance payments on purchases 2,124 1,713
Contract assets 6 87,896 62,336
Trade receivables 98,133 97,147
Other amounts receivable 10,303 8,618
Derivative financial instruments 10 28 346
Trade and other receivables 5 108,464 106,111
Cash and cash equivalents 7 42,766 51,112
Assets held for sale 467 452
TOTAL ASSETS 471,091 450,542

Consolidated statement of financial position – Assets

Consolidated statement of financial position – Liabilities

(in thousands of euro) Notes June 30 December 31
2024 2023
Equity 271,247 262,142
Share capital 38,050 38,050
Share premium 67,590 67,590
Treasury shares 8 -4,826 -499
Other reserves -9,596 -8,409
Retained earnings 179,127 163,514
Non-controlling interests 13 902 1,896
Non-Current Liabilities 47,747 46,734
Borrowings 31,755 30,543
Deferred tax liabilities 2,826 2,954
Employee benefit obligations 10,624 10,692
Other payables 2,542 2,545
Derivative financial instruments 0 0
Current Liabilities 152,096 141,665
Borrowings 14,335 15,788
Provisions for other liabilities and charges 9 11,956 9,971
Trade payables 30,724 28,450
Contract liabilities 6 46,761 43,966
Remuneration and social security 17,414 16,380
Accrued expenses and other payables 13,052 11,824
Derivative financial instruments 10 437 67
Current income tax liabilities 17,417 15,219
TOTAL EQUITY AND LIABILITIES 471,091 450,542

Consolidated statement of profit and loss

(in thousands of euro) Notes June 30
2024
June 30
2023
Revenue 6 227,315 206,697
Raw material expenses -104,083 -98,518
Services and other goods -25,584 -23,320
Employee benefit expenses -66,918 -60,608
Depreciation and amortisation expense -6,543 -4,133
Total expenses -203,128 -186,579
Other operating income 629 730
Other operating expenses -31 -238
Operating profit (EBIT) 24,785 20,610
Interest income 1,469 1,885
Other financial income 718 1,208
Financial income 2,187 3,093
Interest charges -716 -1,886
Other financial charges -1,510 -1,660
Financial charges -2,226 -3,546
Share in result of associates and companies 13 1,909 1,756
accounted for using the equity method
Profit before tax 26,655 21,913
Income tax expense -5,968 -4,854
Profit for the period from continuing operations 20,687 17,059
Profit / (loss) for the period from discontinued
operations -46 -59
Consolidated profit for the period 20,641 17,000
Result attributable to non-controlling interests 13 -993 271
Result attributable to equity holders 21,634 16,729
Basic and diluted earnings per share (in euro) 12 2.26 1.93
Weighted average number of shares 12 9,575,624 8,684,551

Consolidated statement of comprehensive income

(in thousands of euro) Notes June 30
2024
June 30
2023
Consolidated profit for the period 20,641 17,000
Items that may be subsequently reclassified to profit
or loss
Financial instruments -245 82
Currency translation differences related to associates
and companies accounted for using the equity
-2,084 -2,668
method
Currency translation differences - other 1,121 -1,857
Items that will not be reclassified to profit or loss
Remeasurements gains/(losses) on defined benefit
plans -40 188
Tax on OCI 61 -68
Other comprehensive income for the period -1,187 -4,323
Total comprehensive income for the period 19,454 12,677
Total comprehensive income attributable to:
Non-controlling interests -993 271
Equity holders of the company 20,447 12,406

Condensed consolidated statement of changes in equity

Prior year

(In thousands of euro) SHARE
CAPITAL
SHARE
PREMIUM
TREASURY
SHARES
TRANSLATION
DIFFERENCES
HEDGING
RESERVES
FINANCIAL
INSTRUMENTS
REMEASUREMENT
GAINS/(LOSSES)
ON DEFINED
BENEFIT PLANS
TOTAL
OTHER
RESERVES
RETAINED
EARNINGS
TOTAL
ATTRIBUTABLE
TO THE
EQUITY
HOLDERS
NON
CONTROLLING
INTEREST
TOTAL
EQUITY
December 31 2022 30,710 5,814 -1,850 1,955 523 -933 -3,891 -2,346 136,496 168,824 1,743 170,567
Result of the period 0 0 0 0 0 0 0 0 16,729 16,729 271 17,000
Other comprehensive income
Currency translation difference
related to associates and
companies accounted for using
the equity method
0 0 0 -2,668 0 0 0 -2,688 0 -2,668 0 -2,668
Currency translation difference -
Other
0 0 0 -1,859 0 0 0 -1,859 4 -1,855 -2 -1,857
Financial instruments 0 0 0 0 -121 203 0 82 0 82 0 82
Defined benefit plans 0 0 0 0 0 0 188 188 0 188 0 188
Tax on OCI 0 0 0 0 30 -51 -47 -69 0 -69 0 -69
Total other comprehensive
income/(loss) for the year, net of
tax
0 0 0 -4,527 -91 153 141 -4,325 4 -4,321 -2 -4,323
TOTAL COMPREHENISVE
INCOME
0 0 0 -4,527 -91 153 141 -4,325 16,733 12,408 269 12,677
Capital increase 7,570 61,776 0 0 0 0 0 0 0 69,346 0 69,346
Acquisition / (cancellations) of
treasury shares
0 0 1,850 0 0 0 0 0 -3,424 -1,574 0 -1,574
Dividend paid out 0 0 0 0 0 0 0 0 -3,852 -3,852 -120 -3,972
Hyperinflation 0 0 0 0 0 0 0 0 0 0 0 0
June 30, 2023 38,280 67,590 0 -2,572 432 -780 -3,750 -6,671 145,953 245,152 1,892 247,044

Current year

(In thousands of euro) SHARE
CAPITAL
SHARE
PREMIUM
TREASURY
SHARES
TRANSLATION
DIFFERENCES
HEDGING
RESERVES
FINANCIAL
INSTRUMENTS
REMEASUREMENT
GAINS/(LOSSES)
ON DEFINED
BENEFIT PLANS
TOTAL
OTHER
RESERVES
RETAINED
EARNINGS
TOTAL
ATTRIBUTABLE
TO THE
EQUITY
HOLDERS
NON
CONTROLLING
INTEREST
TOTAL
EQUITY
December 31 2023 38,050 67,590 -499 -3,263 315 -535 -4,927 -8,409 163,514 260,246 1,896 262,142
Result of the period 0 0 0 0 0 0 0 0 21,634 21,634 -993 20,641
Other comprehensive income
Currency translation difference
related to associates and
companies accounted for using
the equity method
0 0 0 -2,084 0 0 0 -2,084 0 -2,084 0 -2,084
Currency translation difference -
Other
0 0 0 1,121 0 0 0 1,121 0 1,121 0 1,121
Financial instruments 0 0 0 0 -297 52 0 -245 0 -245 0 -245
Defined benefit plans 0 0 0 0 0 0 -40 -40 0 -40 0 -40
Tax on OCI 0 0 0 0 74 -13 0 61 0 61 0 61
Total other comprehensive
income/(loss) for the year, net of
tax
0 0 0 -963 -223 39 -40 -1,187 0 -1,187 0 -1,187
TOTAL COMPREHENSIVE
INCOME
0 0 0 -963 -223 39 -40 -1,187 21,634 20,447 -993 19,454
Capital increase 0 0 0 0 0 0 0 0 0 0 0 0
Acquisition of treasury shares 0 0 -4,327 0 0 0 0 0 0 -4,327 0 -4,327
Dividend paid out 0 0 0 0 0 0 0 0 -7,133 -7,133 0 -7,133
Hyperinflation 0 0 0 0 0 0 0 0 1,116 1,116 0 1,116
June 30 2024 38,050 67,590 -4,826 -4,226 93 -496 -4,967 -9,596 179,127 270,345 902 271,247

Consolidated cash flow statement

(in thousands of euro) June 30 June 30
2024 2023
CASH FLOW FROM OPERATING ACTIVITIES
Consolidated result attributable to equity holders 21,634 16,729
Result attributable to non-controlling interests -993 271
Adjusted for
- Current and deferred tax 5,969 4,854
- Interest and other financial income and expenses 39 453
- Depreciation and amortization expenses 3,489 3,409
- Write down on trade receivables 661 317
- Write down on inventory 366 96
- Changes in provisions 2,027 276
- Gain/loss on the sale of tangible fixed assets 3 11
- Companies accounted for using equity method -1,909 -1,728
Interest received 1,469 1,885
Changes in working capital -22,069 -26,414
Decrease / increase (-) in advance payments on purchases -381 1,037
Decrease / increase (-) in inventory -472 -491
Decrease / increase (-) in contract assets (before netting) -36,067 -42,618
Decrease / increase (-) in long- and short-term amounts receivable -3,078 -2,171
Increase / decrease (-) in trade and other payables 4,639 7,093
Increase / decrease (-) in contract liabilities (before netting) 13,290 10,736
Corporate income tax paid -4,024 -2,387
Net cash generated / (used) by operating activities - total 6,611 -2,255
CASH FLOW FROM INVESTING ACTIVITIES
Purchases of intangible and tangible fixed assets -3,640 -5,362
Sales of intangible and tangible fixed assets 12 2
Acquisition of subsidiaries and participations (net of cash acquired) -400 0
Proceeds (+) from sale of financial instruments 6,425 13,179
Purchases (-) of financial instruments -5,830 -12,487
Net cash generated / (used) by investing activities -3,433 -4,667
Net cash flow before financing activities 3,178 -6,922
CASH FLOW FROM FINANCING ACTIVITIES
Acquisition (-) of treasury shares -4,327 -1,574
Capital increase 0 26,820
Dividend paid (-) -7,133 -3,972
Dividend received (+) 877 0
Proceeds from government grants 577 0
Proceeds (+) from new borrowings 3,054 1,488
Repayment (-) of borrowings -1,913 -1,479
Payments of lease liabilities -651 -826
Interest paid -716 -1,886
Other financial income 67 62
Other financial charges -663 -460
Net cash generated / (used) by financing activities -10,829 18,173
Net increase / (decrease) in cash and cash equivalents -7,652 11,250

MOVEMENT OF THE CASH BALANCES

Cash, cash equivalent and bank overdrafts at the beginning of the year 41,456 29,913
Exchange gains / (losses) on cash and bank overdrafts 564 158
Cash, cash equivalent and bank overdrafts at the end of the period 34,368 41,322

Notes to the Condensed Consolidated Financial Statements

Note 1: Summary of significant accounting policies

Basis of preparation

The JENSEN-GROUP (hereafter "the Group") is one of the major suppliers to the heavy-duty laundry industry. The Group markets its products and services under the JENSEN and Inwatec brands and is one of the leading suppliers to the heavy-duty market. The product range varies from transportation and handling systems, tunnel washers, separators, feeders, ironers and folders to complete project management for fully equipped and professionally managed industrial laundries. The JENSEN-GROUP has operations in 22 countries and distributes its products in more than 50 countries. Worldwide, the JENSEN-GROUP employs 1,897 people.

JENSEN-GROUP NV (hereafter "the Company") is incorporated in Belgium. Its registered office is at Neerhonderd 33, 9230 Wetteren, Belgium.

The JENSEN-GROUP shares are quoted on the Euronext Stock Exchange.

The Board of Directors approved the present condensed financial statements for issue on August 8, 2024. This condensed consolidated interim financial information has not been reviewed by the external auditor.

This condensed consolidated interim financial information is for the first half-year ended June 30, 2024. These interim financial statements are prepared in accordance with IAS 34 "Interim Financial Reporting", as adopted by the EU. The accounting policies used in the preparation of the interim financial statements are consistent with those used in the annual financial statements for the year ended December 31, 2023. This condensed consolidated interim financial information should be read in conjunction with the 2023 annual IFRS consolidated financial statements.

The preparation of the condensed interim financial information requires management to make estimates and assumptions that affect the reported amounts of revenue, expenses, assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The areas involving a higher degree of judgment or complexity, or where assumptions and estimates are significant to the consolidated financial statements, are disclosed in the accounting policies.

This condensed consolidated interim financial information has been prepared in accordance with those IFRS standards and IFRIC interpretations issued and effective or issued and early adopted as at 30 June 2024 which have been adopted by the European Union, as follows:

Standards and interpretations applicable for the annual period beginning on or after 1 January 2024:

  • Amendments to IAS 1 Presentation of Financial Statements: Classification of Liabilities as Current or Non-current and Non-current Liabilities with Covenants.
  • Amendments to IFRS 16 Leases: Lease Liability in a Sale and Leaseback.
  • Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures: Supplier Finance Arrangements.

Standards and interpretations published, but not yet applicable for the annual period beginning on 1 January 2024:

  • Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability (applicable for annual periods beginning on or after 1 January 2025, but not yet endorsed in the EU).
  • IFRS 18 Presentation and Disclosure in Financial Statements (applicable for annual periods beginning on or after 1 January 2027, but not yet endorsed in the EU).
  • IFRS 19 Subsidiaries without Public Accountability Disclosures (applicable for annual periods beginning on or after 1 January 2027, but not yet endorsed in the EU).
  • Amendments to IFRS 9 and IFRS 7 Classification and Measurement of Financial Instruments (applicable for annual periods beginning on or after 1 January 2026, but not yet endorsed in the EU).

None of these IFRS standards have an impact on the Group's financials.

Use of estimates & key judgements

The preparation of the financial statements involves the use of estimates and assumptions, which may have an impact on the reported values of assets and liabilities at the end of the period as well as on certain items of income and expense for the period. There are no major sources of estimation uncertainty at the Group. Estimates are based on economic data, which are likely to vary over time, and are subject to a degree of uncertainty. These mainly relate to contracts in progress (percentage of completion method), pension liabilities, provisions for other liabilities and charges. There are no key judgements in the preparation of the financial statements. There are no changes in the methodology of the estimates used compared to the December 31, 2023 financial statements.

Change in valuation rules and other changes and their impact on equity

There are no changes in the accounting policies compared with the accounting policies used in the preparation of the financial statements as per December 31, 2023.

Note 2: Scope of consolidation

The parent Company, JENSEN-GROUP NV, and all the subsidiaries that it controls are included in the consolidation.

Changes in scope during 2024

At the end of May 2024, JENSEN Italy acquired 33% of the shareholder rights in PrimaFolder. The participation is accounted for under the equity method, see note 13.

Note 3: Segment reporting

The following table presents revenue based on the Group's geographical areas as under the IFRS8 reporting standards for entities with one operating segment.

The basis for attributing revenues is based on the location of the customer:

For the 6-month period ended in June Europe America Asia and Australia June 30
(in thousands of euro) 2024 2023 2024 2023 2024 2023 2024 2023
Revenue from external customers 147,886 122,731 50,210 49,153 29,219 34,814 227,315 206,697

Secondly, if revenues from external customers attributed to an individual foreign country are material, those revenues shall be disclosed separately according to the standard, as such Germany, France and America are disclosed below. The Group identifies 10% of the total consolidated revenue as material. Belgium is disclosed as the country of domicile of the Group Parent company.

The basis for the external revenues and non-currents assets disclosed is the legal entity in that area (before any consolidation entries).

Attributable to
(in thousands of euro) Belgium Germany France America
Revenue from external customers 14,084 29,880 21,463 46,448
Non-current assets* 1,752 4,336 1,105 6,378

Lastly, the Group notes there are no major customers, or group of customers controlled by the same owner that are material and required for disclosure per year-end June 30, 2024.

* Non-current assets included in the above table are limited to the local goodwill, intangibles and PP&E.

Note 4: Non-current assets

(in thousands of euro) June 30 December 31 Variance
2024 2023
Total Non-Current Assets 165,640 165,635 5
Goodwill 22,787 22,826 -39
Intangible assets 5,693 5,832 -139
Land and buildings 21,564 22,073 -509
Machinery and equipment 4,719 4,134 585
Furniture and vehicles 4,643 3,727 916
Right of use assets 10,399 10,405 -5
Assets under construction and advance payments 798 881 -82
Property, plant and equipment 42,124 41,219 905
Companies accounted for under equity method 50,279 49,764 515
Financial assets at amortized cost 5,002 5,139 -137
Financial assets at fair value through OCI 25,517 25,953 -436
Trade receivables 5,666 6,574 -909
Other amounts receivable 4,202 3,860 342
Trade and other long-term receivables 9,868 10,434 -566
Derivative financial instruments 307 307 0
Deferred tax assets 4,064 4,161 -97

The property, plant, and equipment have seen an increase of 4.7 million euro, mainly attributable to the extension of operating lease periods (1.5 million euro) and preparations at the Ole Almeborg facility amounting to 0.5 million euro in Denmark for JENSEN production. This is further supplemented with minor capital expenditures across various sales and production centers of the Group. This increase is offset by depreciation charges and divestments totaling 3.8 million euro.

The companies accounted for under the equity method represent the valuation of the participations in Tolon, Inax Corporation (recognized from April 3, 2023, onwards) and PrimaFolder (May 30, 2024). This accounting approach reflects the Group's investment strategy and its relationship with these entities. Under the equity method, the Group recognizes its share of the profits or losses of these investee companies in its financial statements, adjusting the carrying amount of the investments accordingly.

At the end of May 2024, JENSEN Italy acquired 33% of the shareholder rights in PrimaFolder for a consideration of 0.4 million euro. PrimaFolder is an Italian company specializing in the design and manufacture of automatic folding machines.

Roll-over of the companies accounted for using the equity method

In thousands of euro June 30
2024
December 31
2023
Companies accounted for using the equity method at the beginning of
the period
49,764 5,573
Dividend of Inax (49%) -877 0
Acquisition of Inax 0 42,374
Acquisition of PrimaFolder 400 0
33% of the pre-transaction result of PrimaFolder 50 0
Share in the result 1,909 2,141
Hyperinflation capital & retained earnings of Tolon 1,116 3,266
Translation differences -2,084 -3,589
Companies accounted for using the equity method at the end of the
period
50,279 49,764

For more information about PrimaFolder, hyperinflation and the share in the result, see note 13.

The long term trade receivables decrease by 0.9 million euro, consistent with the agreed repayment schedules.

Note 5: Current assets

(in thousands of euro) June 30 December 31 Variance
2024 2023
Total Current Assets 305,450 284,906 20,544
Raw materials and consumables 46,309 42,417 3,892
Goods purchased for resale 17,425 20,765 -3,340
Inventory 63,734 63,182 552
Advance payments on purchases 2,124 1,713 411
Contract assets 87,896 62,336 25,559
Trade receivables 98,133 97,147 986
Other amounts receivable 10,303 8,618 1,685
Derivative financial instruments 28 346 -318
Trade and other receivables 108,464 106,111 2,353
Cash and cash equivalents 42,766 51,112 -8,346
Assets held for sale 467 452 15

The short term trade and other receivables increase by 2.3 million euro, due to the open position of VAT receivables per end of June 2024 and the increased activity level of the Group.

For the contract assets, see note 6 and for the cash and cash equivalents, see note 7.

Note 6: Contract assets and contract liabilities

(in thousands of euro) June 30 December 31 Variance
2024 2023
Contract revenue (6 months period, end of June 2024 and end
of June 2023)
227,315 206,697 20,618
Contract assets 87,896 62,336 25,559
Contract liabilities 46,761 43,966 2,795

The above contract assets represent the Group's right to consideration in exchange for goods or services that it has transferred to a customer. Amounts could however not be invoiced as the right to consideration is not yet unconditional because additional obligations remain to be delivered to the customer.

Construction contracts are valued based on the percentage of completion method. At June 30, 2024 the contract assets included 19.9 million euro, or 12% of the contract assets (before netting), of accrued profit (20.4 million euro, 15,8%, at December 31, 2023). The observed decrease in percentage is attributable to the composition of our contract assets, which now include larger and more complex projects. This shift reflects the evolving nature of our portfolio, emphasizing more substantial and intricate engagements. Both contract assets and liabilities are higher compared to prior year due to the high activity in the initial months of 2024.

In the first six months of 2024, no write-offs on contract assets were performed.

The contract revenue, related to construction contracts for customers, is 20.6 million euro higher (+10%) compared to the first months of 2023. This achievement is demonstrated by the record order intake for the first half year amounting to 241.5 million euro.

(in thousands of euro) H1 2024 Q2 2024 Q1 2024 H1 2023 Variance %
Orders received 241,490 126,551 114,939 156,000 85,490 55%
Revenue 227,315 118,188 109,127 206,697 20,618 10%

Note 7: Statement of cash flows

The cash and cash equivalents decrease by 8.3 million euro as summarized in the cash flow statement.

(in thousands of euro) June 30
2024
June 30
2023
Variance
Cash and cash equivalent 42,766 46,667 -8,346
Overdraft -8,398 -5,345 1,393
Net cash and cash equivalents 34,368 41,322 -6,953
CASH FLOW FROM OPERATING ACTIVITIES 6,611 -2,255
CASH FLOW FROM INVESTING ACTIVITIES -3,433 -4,667
CASH FLOW FROM FINANCING ACTIVITIES -10,829 18,173
Net increase / (decrease) in cash and cash equivalents -7,652 11,250
Exchange gains / (losses) on cash and bank overdrafts 564 158

In the first half of 2024, JENSEN-GROUP has demonstrated strong operational performance, leading to a higher working capital. This period witnessed an increase in contract assets, though this was balanced by a rise in contract liabilities. The highlight of this period is our operating results, which have increased by 4.2 million euro. This achievement has positively impacted our operating cash flow, resulting in a generation of 6.6 million euro.

We have invested 0.5 million euro in enhancing the production capacity on the Danish Isle of Bornholm by the end of June 2024. The main outlined investment initiatives aimed at strengthening our production capabilities are scheduled for the second half of the year.

Our financing activities during this period include the acquisition of treasury shares, amounting to 4.3 million euro, and the payment of dividends for the fiscal year 2023 for an amount of 7.1 million euro, leading to a total financing outflow of 10.8 million euro. Comparing to the end of June 2023, the main impact equalled the capital increase executed in the first months of 2023 by 26.8 million euro, resulting in a net positive financial impact of 18.1 million euro in the previous period.

Note 8: Acquisition of own shares

The Bylaws of the Company allow the purchase of own shares. At its meeting held on March 10, 2022, the Board of Directors decided to implement a program to buy back a maximum of 781,900 or 10% of its own shares. The shares are bought on the stock exchange by an investment bank mandated by the Board of Directors. The buy-back mandate expires on May 16, 2028.

  • In view of the transaction with MIURA, the JENSEN-GROUP announced on March 9, 2023, that the Board of Directors suspended the program.
  • On May 16, 2023, the shareholders approved the cancellation of 113,873 treasury shares.
  • On August 10, 2023, the Board of Directors decided to re-launch the share repurchase program to buy back maximum 668,027 of its shares.

As per June 30, 2024 the JENSEN-GROUP holds 135,818 treasury shares. These shares have been bought back at an average price of 35.53 euro for a total amount of 4.8 million euro.

Note 9: Provision for other liabilities and charges

(in thousands of euro) June 30
2024
December 31
2023
Variance
Provisions for warranties 10,147 8,377 1,770
Provisions for take-back obligations 540 256 284
Other provisions 1,269 1,338 -69
Provisions for other liabilities and charges 11,956 9,971 1,985

As of the end of June 2024, the warranty provision has been adjusted to align with the uptick in our operational activities. Notably, even amidst the broadening scope of our activities, the warranty provision, when measured as a percentage of the revenues over the last 12 months, has been maintained at a steady rate of approximately 2%. This consistency underscores our ability to manage and predict the implications of our expanding operations on our financial commitments effectively.

Note 10: Financial instruments - market and other risks

The table below gives an overview of the Group's financial instruments. The carrying amounts are assumed to be close to the fair value.

(in thousands of euro) June 30, 2024 December 31, 2023
Carrying
amount
Fair value
amount
Carrying
amount
Fair value
amount
FINANCIAL ASSETS
Financial assets at amortized cost 5,002 4,450 5,139 4,609
Financial assets at fair value through OCI 25,517 25,517 25,953 25,953
Other LT receivables 1,696 1,575 1,929 1,791
Trade receivables 103,798 103,798 103,721 103,721
Derivative financial instruments - FX contracts 28 28 346 346
Derivative financial instruments - IRS 307 307 307 307
Cash and cash equivalent 42,766 42,766 51,112 51,112
Total 179,115 178,443 188,506 187,838
FINANCIAL LIABILITIES
Financial debts 38,414 37,878 38,622 38,052
Financial debts - factoring 3,055 3,055 3,708 3,708
Trade payables 30,724 30,724 28,450 28,450
Derivative financial instruments - FX contracts 437 437 67 67
Total 72,630 72,094 70,847 70,277

Note 11: Commitments and contingencies

There are no major changes compared to December 31, 2023.

Note 12: Earnings per share

Basic earnings per share are calculated by dividing the Group share in the profit for the year of 21.6 million euro (16.7 million euro in 2023) by the weighted average number of ordinary shares outstanding during the six-months-period ended June 30, 2024, and 2023.

June 30 June 30 Variance
2024 2023
Basic earnings per share (in euro) 2.26 1.93 17%
Weighted avg shares outstanding 9,575,624 8,684,551 891,073

The earnings per share (EPS) experienced an increase of 0.33 euro per share, marking an increase of 17%.

Note 13: Related party transactions

Shareholder structure

The shareholders of the Company as per June 30, 2024 are:

(*) Share buyback program

Transparency notifications

During the first six months of 2024, JENSEN-GROUP NV received following notifications:

  • a notification from Lazard Frères Gestion SAS informing about crossing of the 5% threshold through acquisition or disposal of voting securities or voting rights.
  • a notification from JENSEN Invest A/S. Considering the ongoing share buyback program implemented by JENSEN-GROUP NV, JENSEN Invest A/S, the (de facto) controlling entity of JENSEN-GROUP, crossed the 45% threshold.

Key management compensation

There are no significant changes in compensation of key management.

Legal structure

For the updated legal structure, see note 15.

Companies accounted for using the equity method

June 30 June 30
In thousands of euro 2024 2023
Companies accounted for using the equity method (Jun 2024; Dec 2023) 50,279 49,764
Share in the result of associates accounted for using equity method 1,909 1,756

The companies accounted for under the equity method represent the valuation of the participations in Tolon, Inax Corporation (recognized from April 3, 2023, onwards) and PrimaFolder (May 30, 2024). This accounting approach reflects the Group's investment strategy and its relationship with these entities. Under the equity method, the Group recognizes its share of the profits or losses of these investee companies in its financial statements, adjusting the carrying amount of the investments accordingly.

At the end of May 2024, JENSEN Italy acquired 33% of the shareholder rights in PrimaFolder for a consideration of 0.4 million euro.

Net income
thousands of euro
% ownership June 30
2024
June 30
2023
Variances
Tolon 49% 1,208 1,584 -373
Inax Corporation 49% 2,969 1,348 1,621
PrimaFolder 33% 34 0 34
Hyperinflation TRY 49% -307 655 -962
Subtotal 3,904 3,583 321
Considering the percentage of ownership
Total 1,909 1,756 152

Share in the result of associates accounted for using equity method

Tolon

On January 29, 2016, JENSEN-GROUP acquired an equity stake of 30% in TOLON GLOBAL MAKINA Sanyi Ve Tikaret Sirketi A.S., Turkiye and agreed to acquire in total an additional 19% of the shares over the coming three years. In 2017, the JENSEN-GROUP increased its shareholding by 6.33% to 36.33%, in 2018 by another 6.33% to 42.66% and finally in 2019 by 6.34% to 49%.

As the JENSEN-GROUP holds less than 50% of TOLON, this participation is consolidated by the equity method.

  • Net income per end of June 2024 (excluding hyperinflation) amounts to 1.2 million euro, compared to 1.6 million euro per end of June 2023 (excluding hyperinflation).
  • Revenue per end of June 2024 amounts to 15.7 million euro, compared to 15.3 million euro per end of June 2023.

Hyperinflation

The Group applies IAS29 (Financial Reporting in Hyperinflationary Economies) for the consolidation of its Turkish subsidiaries. For the application of this standard, and to restate the income statements and nonmonetary assets and liabilities at June 30, 2024, we used the producer price index (PPI) "PPI.ITUR" as from January 2005, published by the Turkish Statistical Institute (Turkstat):

  • PPI as per 30.06.2023 is 2,230.72
  • PPI as per 30.06.2024 is 3,483.25

The impact of the revaluation on the share in the result for the Group mid-2024 was a cost of 0.2 million euro. The hyperinflation increased the equity (before result allocation) by 2.3 million euro, of which 1.1 million euro (49%) is attributable to the Group. In previous year, the impact resulted in an income of 0.3 million euro in the Group's income statements.

Inax

On April 3, 2023, JENSEN-GROUP acquired 49% of the shares of Inax Corporation ("Inax"), a Japanese wholly owned subsidiary of MIURA via the issuance of shares of JENSEN-GROUP NV. As the JENSEN-GROUP holds less than 50%, this participation is consolidated by the equity method.

  • Net income per end of June 2024 (including depreciations on the purchase price allocation ('PPA')) amounts to 3 million euro, compared to 1.3 million euro for the first three months where Inax was included in the Group's income statements (from April - June 2023).
  • Revenue per end of June 2024 amounts to 68.5 million euro, compared to 25.6 million euro for the first three months per end of June 2023 (from April - June 2023).
  • Impact of the additional depreciation charge following the PPA amounts to 1.4 million euro per end of June 2024.

PrimaFolder

At the end of May 2024, JENSEN Italy acquired 33% of the shares of PrimaFolder for a purchase price of 0.4 million euro. PrimaFolder is a company specializing in the design and manufacture of automatic folding machines based in Italy.

  • Net income per end of June 2024 amounts to 0.2 million euro (6 months), of which 33% of the period pre-transaction date is directly recorded via equity of PrimaFolder.
  • Revenue per end of June 2024 amounts to 1.2 million euro (6 months).

Non-controlling interests

In 2016, the JENSEN-GROUP and Veins Holding BV have joined forces to form a new company, Gotli Labs AG. As the JENSEN-GROUP has de jure control over Gotli Labs AG (over 50% of the shares), this participation is fully consolidated. Contractually, JENSEN-GROUP is entitled to 40% of the results, with the other 60% shown in the income statement as "result attributable to non-controlling interest".

On January 2, 2018, JENSEN-GROUP acquired an equity stake of 30% in Inwatec ApS (Denmark), with the option to increase its shareholding between 2020 and 2023. On March 26, 2021, the JENSEN-GROUP increased its shareholding in Inwatec ApS from 30% to 70%. As the JENSEN-GROUP holds 70%, the participation is consolidated by the full consolidation method as from March 26, 2021. Before that date, the participation was consolidated by the equity method.

In thousands of euro June 30
2024
June 30
2023
Equity part of NCI (June 2024; December 2023) 902 1,896
Result attributable to non-controlling interest -993 271

The result attributable to non-controlling interest amounts to a loss of 1 million euro compared to an income of 0.3 million euro in the previous period. This decrease is partially due to a reduction in the order intake for Inwatec, a company that manufactures exclusively based on customer orders, rather than for inventory. In response to this development, management has implemented specific measures as of the end of June 2024.

Note 14: Subsequent events

On July 23, 2024, JENSEN-GROUP acquired 85% of the share capital of MAXI-PRESS Holding GmbH, Germany and its subsidiaries ("MAXI-PRESS"). As from the closing date, the MAXI-PRESS financials will be fully consolidated by the JENSEN-GROUP.

This strategic expansion will help to develop JENSEN-GROUP's offerings in consumables, spares and services, further solidifying its position in the global heavy duty laundry market. MAXI-PRESS, renowned for its leading market share in press cushions as well as its unique range of consumables, will play a pivotal role in enhancing JENSEN-GROUP's service business. The acquisition is fully aligned with JENSEN-GROUP's long-term value creation strategy, aiming to provide a comprehensive range of service propositions to laundries across the globe.

Details of the transaction

The acquisition of an 85% equity stake in MAXI-PRESS Holding GmbH, Germany, and its subsidiaries has been executed at a purchase price of 34.3 million euro on a cash-/debt-free basis, corresponding to 85% of the total enterprise value of the company.

The consolidated audited financial statements per December 31, 2023 according to German GAAP show a net asset of MAXI-PRESS Holding GmbH amounting to 8.3 million euro. For the fiscal year ending on December 31, 2023, MAXI-PRESS reported consolidated revenues of 21.5 million euro and an EBITDA of 5.6 million euro.

The consideration paid amounted to 35.8 million euro. The financial structure of the transaction is facilitated through direct cash payments complemented by a roll-over loan amounting to 24 million euro.

Total transaction expenses as per end of June 2024 amount to 0.6 million euro.

Given the transaction was finalised recently, the JENSEN-GROUP is initiating the procedures to convert the reported figures per December 31, 2023, with IFRS accounting policies as applied by the Group.

The table below gives an overview of the net assets of MAXI-PRESS per December 31, 2023, according to German GAAP.

(in thousands of euro) December 31, 2023
(German GAAP)
Intangible assets 72
Property, plant and equipment 1,409
Non-current assets 1,481
Inventory 5,280
Trade and other receivables 3,830
Cash and cash equivalents 2,545
Current assets 11,655
Provisions for other liabilities and charges 489
Borrowings (ST & LT) 2,831
Trade & other payables 1,280
Tax liabilities 221
Liabilities 4,821
NET ASSETS ACQUIRED 8,315

The acquisition date fair-value of the total consideration will be assessed to calculate the goodwill as part of the investment. Based upon the preliminary procedures performed, the Group will value the tangible and intangible assets customary in these types of transactions.

The initial purchase price allocation, in line with the IFRS accounting policies as applied by JENSEN-GROUP will be published in the Annual Report of 2024.

Note 15: Legal structure

Note: the above legal structure is representing the legal status per end of June 2024, as such the MAXI-PRESS acquisition is not yet reflected.

www.jensen-group.com

JENSEN-GROUP N.V. | Neerhonderd 33 |9230 Wetteren - Belgium T +32 (0)9 333 83 30 | www.jensen-group.com

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