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JENSEN-GROUP N.V.

Quarterly Report Aug 10, 2023

3967_ir_2023-08-10_8595f0b5-6a92-475e-99aa-03b66068f707.pdf

Quarterly Report

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Regulated information

JENSEN-GROUP

HALF-YEAR RESULTS 2023

The Condensed Interim Financial Information in the Dutch language is the official version. The English language version is provided as a courtesy to shareholders. The JENSEN-GROUP has verified, and assumes full responsibility for matching, both language versions.

In this report, the terms "JENSEN-GROUP" and "Group" refer to 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.

Table of contents

Consolidated, non-audited key figures 4
Financial overview first semester 2023 5
Report of the Board of Directors 6
Statement of responsible persons 9
Condensed consolidated statement of financial position – Assets 10
Condensed consolidated statement of financial position – Liabilities 11
Condensed consolidated statement of comprehensive income 12
Condensed consolidated statement of comprehensive income – Other comprehensive income 13
Condensed consolidated statement of changes in equity 14
Condensed consolidated cash flow statement 155
Notes to the Condensed Consolidated Financial Statements 17

Consolidated, non-audited key figures

Income Statement

Consolidated, non-audited key figures

June 30, 2023 June 30, 2022 Change
(million euro) 6M 6M
Revenue 206.7 171.2 20.7%
Operating profit (EBIT) 20.6 12.2 68.6%
EBITDA 1 24.7 12.8 92.4%
Financial result -0.5 -1.3 -64.9%
Share in result of associates and companies
consolidated under the equity method
1.8 0.9 88.5%
Profit before taxes 21.9 11.9 84.7%
Income tax expense -4.9 -3.1 55.3%
Profit for the period from the continuing operations 17.1 8.7 95.2%
Result from assets held for sale -0.1 -0.1 -23.4%
Result attributable to non-controlling interest 0.3 -0.3 -196.4%
Consolidated result attributable owners of the parent 16.7 8.9 87.1%
Net cash flow 2 20.8 9.4 122.5%

Balance sheet

Consolidated, non-audited key figures

June 30, 2023 Dec 31, 2022 Change
(million euro) 6M 12M
Equity 247.0 170.6 44.8%
Net financial debt (+) / net cash (-)3 -23.1 -11.5 100.2%
Assets held for sale 0.5 0.5 -1.9%
Total assets 422.8 340.9 24.0%

Consolidated, non-audited key figures per share

June 30, 2023 June 30, 2022 Change
(euro) 6M 6M
EBITDA 1 2.85 1.64 73.8%
Profit before taxes 2.52 1.52 65.8%
Consolidated result attributable to owners of the
parent (EPS)
1.93 1.15 67.8%
Net cash flow 2 2.40 1.20 100.0%
Equity (June 30, 2023; December 31, 2022) 25.65 21.98 17.0%
Number of shares (end of period) 9,631,408 7,776,954 23.8%
Number of shares (average) 8,684,551 7,807,185 11.2%

Definitions

    1. EBITDA (Earnings before Interest, Taxes, Depreciation and Amortization) = Operating profit (EBIT) + Depreciation, amortization, write-downs on trade receivables, write-downs on contract assets, writedowns on inventory, changes in provisions
    1. Net cash flow = Consolidated result attributable to owners of the parent + depreciation, amortization, write-downs on trade receivables, write-downs on contract assets, write-downs on inventory, changes in provisions
    1. 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

Financial overview first semester 2023

JENSEN-GROUP's revenue in the first semester increased from 171.2 million euro last year to 206.7 million euro this year. This growth of 20.7% resulted in a record high first half revenue. The higher order backlog at the end of 2022, following the highest order intake ever in 2022, contributed to this outstanding achievement.

The order intake in the first six months of this year represented an amount of 156 million euro, which represents a 17% decrease compared to the same period last year.

  • The EBIT for the first 6 months of 2023 amounts to 20.6 million euro compared to 12.2 million euro in the same period last year, an increase of 68.6%:
    • o The EBIT is positively impacted by higher revenues, including the positive effect of the 2022 price increases, leading to higher margins.
    • o Production flows and labour productivity improved substantially as last year's production constraints due to critical component shortages were effectively dealt with.
  • EBITDA for the first 6 months of 2023 amounts to 24.7 million euro, a 92% increase compared to last year.
  • Higher interest income of 1.9 million euro lead to a reduction of the net financial charge to 0.5 million euro compared to net financial charge of 1.3 million euro last year.
  • Share in the result of associates and companies accounted for using the equity method, Inax and Tolon, results in a 1.8 million euro income, an improvement of 0.8 million euro.
  • Net income attributable to the shareholders of 16.7 million euro lead to an Earnings per Share of 1.93 euro, an increase of 67.8% compared to last year (Earnings per Share of 1.15 euro).

Report of the Board of Directors

Important developments of the first 6 months

JENSEN-GROUP's revenue in the first semester increased from 171.2 million euro last year to 206.7 million euro this year. This growth of 20.7% resulted in a record high first half revenue. The higher order backlog at the end of 2022, following the highest order intake ever in 2022, contributed to this outstanding achievement. The order intake in the first six months of this year represented an amount of 156 million euro, which represents a 17% decrease compared to the same period last year.

The EBIT for the first 6 months of 2023 amounts to 20.6 million euro compared to 12.2 million euro in the same period last year, an increase of 68.6%. On the one hand, the EBIT is positively impacted by higher revenues, including the positive effect of the 2022 price increases, leading to higher margins. On the other hand, production flows and labour productivity improved substantially as last year's production constraints due to critical component shortages were effectively dealt with.

Net financial charges decreased from 1.3 million euro to 0.5 million euro because of higher interest income.

Taxes increased from 3.1 million euro to 4.8 million euro as profit before taxes increased.

The share in the result of companies accounted for using the equity method increased from 0.9 million euro to 1.8 million euro following the new participation in Inax Corporation since April 3, 2023.

The above-mentioned factors together resulted in an increase of the result attributable to owners of the parent from 8.9 million euro to 16.7 million euro.

On the balance sheet, the Group reports a net financial cash position of 23.1 million euro (including 2.9 million euro leasing debt) compared to 11.5 million euro at year-end 2022. The increase in net cash is a result of the capital increase in cash of 26.8 million euro and negatively impacted by the higher working capital.

As per June 30, 2023, the JENSEN-GROUP was in full compliance with its bank covenants.

Outlook

Revenue growth in the second half is expected to be more modest than in the first six months of the year. The first half slow-down in order intake seems to indicate that customers tend to delay investment decisions mainly due to the impact of long delivery times and the effect of higher interest rates on project financing.

The Group will continue its efforts to further improve manufacturing productivity, production output, and project delivery as well as overall efficiency and excellence in execution. Our aim for 2023 remains to further solidify the Group's profitability while strengthening our market position and increasing market share. Therefore, the Group keeps focusing on customer centricity and sustainable innovation through the development of new products and services in Inwatec, while further enhancing the optimization and digitalization of its business processes. The additional building investment in Odense (Denmark) will support the future market demand for AI and Robotics of Inwatec.

Furthermore, the post-merger activities related to the Inax joint-venture have entered the first phase of the implementation plan with the promotion of the JENSEN-GROUP products and services within the Inax organization.

Risk factors

The main risk factors to be considered include the impact of geopolitical and military threats, travel restrictions across the world in the event of new pandemic emerging, a slow-down in demand due to an economic recession in our key markets, the access to financing for our customers, fluctuating raw material, energy and transportation prices, the exchange rate volatility, uncertain overall political climate and competitive pressures. Despite a challenging business environment, the Group remains confident in its ability to stay the course.

Acquisition of own shares

The Bylaws of the Company allow the purchase of own shares. On March 10, 2022, JENSEN-GROUP announced a program to buy back a maximum of 781,900 or 10% of its owns shares (the "Program"). In view of the transaction with MIURA, the Board of Directors at its meeting of March 9, 2023 suspended its Program until further notice. During the term of the Program, an investment bank on behalf of JENSEN-GROUP purchased 113,873 shares. The shareholders decided to cancel the shares during the extra-ordinary shareholders' meeting of May 16, 2023.

At its meeting of August 10, 2023, the Board of Directors decided to re-start the buy-back program for the remaining 668,027 shares. The buy-back mandate expires on May 16, 2028.

As per June 30, 2023, the Company did not own treasury shares.

Important transactions with related parties

Following the transaction on April 3, 2023, the shareholder structure of JENSEN-GROUP changed, see note 13.

Significant post-balance sheet events

There are no significant after balance sheet events.

Wetteren, August 10, 2023

YquitY bvba 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, 2023 which has been prepared in accordance with the IAS 34 "Interim Financial Reporting" as adopted by the European Union, gives 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 10, 2023

Jesper M. Jensen Markus Schalch Chief Executive Officer Chief Financial Officer

Condensed consolidated statement of financial position – Assets

(in thousands of euro) Notes June 30
2023
December 31
2022
Total Non-Current Assets 155,374 111,576
Goodwill 22,765 22,879
Intangible assets 4,066 4,300
Land and buildings
Machinery and equipment
18,624
4,174
16,479
4,349
Furniture and vehicles 2,942 2,507
Right of use assets 9,245 10,195
Other tangible fixed assets 0 23
Assets under construction and advance payments 1,183 794
Property, plant and equipment 36,169 34,346
Companies accounted for under equity method 12 47,090 5,573
Financial assets at amortized cost 5,277 5,425
Financial assets at fair value through OCI 26,125 26,520
Trade receivables 5,806 4,949
Other amounts receivable 4,160 3,544
Trade and other long-term receivables 9,966 8,493
Derivative financial instruments 418
Deferred tax assets 3,916 3,622
Total Current Assets 267,435 229,300
Raw materials and consumables 37,640 40,725
Goods purchased for resale
Inventory
16,407
54,047
14,100
54,825
Advance payments 4,057 5,200
Trade receivables 72,197 72,882
Other amounts receivable 6,754 7,078
Contract assets 4 82,503 52,920
Derivative financial instruments 751 499
Trade and other receivables 162,205 133,379
Cash and cash equivalents 9 46,667 35,427
Assets held for sale 460 469
TOTAL ASSETS 422,809 340,876

Condensed consolidated statement of financial position – Liabilities

(in thousands of euro) Notes June 30 December 31
2023 2022
Equity 6 247,044 170,567
Share capital 38,280 30,710
Share premium 67,590 5,814
Treasury shares 5 0 -1,850
Other reserves -6,671 -2,346
Retained earnings 145,953 136,496
Non-controlling interests 13 1,892 1,743
Non-Current Liabilities 48,369 50,391
Borrowings 33,453 34,958
Deferred tax liabilities 2,812 3,259
Employee benefit obligations 9,384 9,538
Other payables 2,720 2,636
Current Liabilities 127,395 119,919
Borrowings 21,539 20,890
Provisions for other liabilities and charges 9,959 9,719
Trade payables 26,796 22,261
Contract liabilities 4 33,895 35,672
Remuneration and social security 14,146 11,964
Accrued expenses and other payables 13,003 12,384
Derivative financial instruments 25 34
Current income tax liabilities 8,032 6,995
TOTAL EQUITY AND LIABILITIES 422,809 340,876

Condensed consolidated statement of comprehensive income

(in thousands of euro) Notes June 30
2023
June 30
2022
Revenue 3 206,697 171,186
Trade goods -98,518 -86,809
Services and other goods -23,320 -18,565
Remuneration, social sec. costs and pensions -60,608 -51,928
Depreciation, amortisation, write downs of assets,
impairments
-4,133 -3,515
Total expenses -186,579 -160,817
Other Income / (Expense) 7 492 1,857
Operating profit (EBIT) 20,610 12,226
Interest income 1,885 199
Other financial income 1,208 1,152
Financial income 3,093 1,351
Interest charges -1,886 -990
Other financial charges -1,660 -1,652
Financial charges -3,546 -2,642
Share in result of associates and companies accounted
for using the equity method
12 1,756 931
Profit before tax 21,913 11,866
Income tax expense -4,854 -3,127
Profit for the period from continuing operations 17,059 8,740
Result from assets held for sale -59 -77
Consolidated profit for the year 17,000 8,663
Result attributable to non-controlling interests 13 271 -281
Consolidated result attributable to owners of the
parent
16,729 8,943

Condensed consolidated statement of comprehensive income – Other comprehensive income

Notes June 30
2023
June 30
2022
(in thousands of euro)
Items that may be subsequently reclassified to profit or
loss
Financial instruments 82 -408
Currency translation differences related to associates
and companies accounted for using the equity method
-2,668 -219
Currency translation differences - other -1,857 2,928
Items that will not be subsequently reclassified to profit
or loss
Remeasurements gains/(losses) on defined benefit
188 0
plans
Tax on OCI -69 103
Other comprehensive income for the year -4,323 2,404
OCI attributable to non-controlling interests -2 -4
OCI attributable to owners of the parent -4,321 2,408
Total comprehensive income for the year 12,677 11,067
Profit attributable to:
Non-controlling interests 271 -281
Owners of the parent 16,729 8,943
Total comprehensive income attributable to:
Non-controlling interests 271 -281
Owners of the parent 12,406 11,348
Basic and diluted earnings per share (in euro) 8 1.93 1.15
Weighted average number of shares 8,684,551 7,807,185

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 OWNERS
OF THE
PARENT
NON
CONTROLLING
INTEREST
TOTAL
EQUITY
December 31, 2021 30,710 5,814 0 1,018 -68 -164 -7,284 -6,498 123,741 153,767 1,654 155,421
Result of the period 0 0 0 0 0 0 0 0 8,943 8,943 -281 8,662
Other comprehensive
income
Currency translation
difference related to
associates and companies
accounted for using the
equity method
0 0 0 -219 0 0 0 -219 0 -219 -4 -223
Currency translation
difference - Other
0 0 0 2,928 0 0 0 2,928 0 2,928 0 2,928
Financial instruments 0 0 0 0 318 -726 0 -408 0 -408 0 -408
Defined benefit plans 0 0 0 0 0 0 0 0 0 0 0 0
Tax on OCI 0 0 0 0 -79 181 0 103 0 103 0 103
Total other
comprehensive
income/(loss) for the
year, net of tax
0 0 0 2,709 239 -545 0 2,403 0 2,403 -4 2,399
Total comprehensive
income of the year
0 0 0 2,709 239 -545 0 2,403 8,943 11,346 -285 11,061
Acquisition of treasury
shares
0 0 -1,328 0 0 0 0 0 0 -1,328 0 -1,328
Dividend paid out 0 0 0 0 0 0 0 0 -3,909 -3,909 -8 -3,917
Hyperinflation 0 0 0 0 0 0 0 0 1,563 1,563 0 1,563
June 30, 2022 30,710 5,814 -1,328 3,727 171 -709 -7,284 -4,094 130,338 161,440 1,361 162,801

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 OWNERS
OF THE
PARENT
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 -2,668 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
0
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 comprehensive
income of the year
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
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

Condensed consolidated cash flow statement

(in thousands of euro) Notes June 30, June 30,
2023 2022
CASH FLOW FROM OPERATING ACTIVITIES 26,546 13,023
Consolidated result attributable to owners of the parent 16,729 8,943
Result attributable to non-controlling interest 271 -281
Adjusted for
- Current and deferred tax 4,854 3,126
- Interest and other financial income and expenses 453 1,291
- Depreciation, amortization and impairments 3,409 3,030
- Write downs of trade receivables 317 22
- Write downs of inventory 96 199
- Changes in provisions 276 -2,567
- Gain (-) / loss (+) on sale of tangible fixed as 11 -8
- Companies accounted for using equity method -1,728 -931
Interest received 1,885 199
Changes in working capital Increase (-), decrease (+) -26,414 -23,430
Changes in advance payments 1,037 1,037
Changes in inventory -43,109 -41,342
Changes in long- and short-term amounts receivable -2,171 -496
Changes in trade and other payables 17,829 17,371
Corporate income tax paid -2,387 -2,216
Net cash generated / (used) by operating activities - total -2,255 -12,623

CASH FLOW FROM INVESTING ACTIVITIES

Purchases of intangible fixed assets -527 -360
Purchases of tangible fixed assets -4,834 -2,544
Sales of intangible and tangible fixed assets 2 108
Net cash generated / (used) by investing activities -5,359 -2,796
Net cash flow before financing activities -7,614 -15,418

CASH FLOW FROM FINANCING ACTIVITIES

Capital increase 6 26,820 0
Other financial charges -460 -901
Other financial income 62 437
Dividend -3,972 -3,917
Proceeds / (purchase) of financial instruments 692 841
(Acquisition) / sale of treasury shares 5 -1,574 -1,328
Proceeds/ (repayments) of borrowings -817 -2,169
Interest paid -1,886 -990
Net cash generated / (used) by financing activities 18,864 -8,028
Net increase / (decrease) in cash and cash equivalents 11,250 -23,446
Cash, cash equivalent and bank overdrafts at the
beginning of the year
29,913 60,682
Exchange gains/(losses) on cash and bank overdrafts 158 2,898
Cash, cash equivalent and bank overdrafts at the end of
the year
9 41,322 40,134

Notes to the Condensed Consolidated Financial Statements

Note 1: Summary of significant accounting policies

Basis of preparation

The JENSEN-GROUP (hereafter "the Group") is with its products and services one of the major leading suppliers to the heavy-duty laundry industry. The innovative 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 23 countries and distributes its products in more than 50 countries. As per June 30, 2023, the JENSEN-GROUP employs worldwide 1,686 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 10, 2023.

This condensed consolidated interim financial information is for the first half-year ended June 30, 2023. 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, 2022.

This condensed consolidated interim financial information should be read in conjunction with the 2022 annual IFRS consolidated financial statements.

This condensed consolidated interim financial information has not been reviewed by the external auditor.

The policies have been consistently applied to all the periods presented.

Taxation is determined annually and, accordingly, the tax charge for the interim period involves making an estimate of the likely effective tax rate for the year. The calculation of the effective tax rate is based on an estimate of the tax charge or credit for the year expressed as a percentage of the expected accounting profit or loss. This percentage is then applied to the interim result, and the tax is recognized ratably over the year as a whole.

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 2023 which have been adopted by the European Union, as follows:

Standards and interpretations applicable for the annual period beginning on or after 1 January 2023:

  • IFRS 17 Insurance Contracts
  • Amendments to IFRS 17 Insurance contracts: Initial Application of IFRS 17 and IFRS 9 Comparative Information
  • Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2: Disclosure of Accounting Policies
  • Amendments to IAS 8 Accounting policies, Changes in Accounting Estimates and Errors: Definition of Accounting Estimates
  • Amendments to IAS 12 Income Taxes: Deferred Tax related to Assets and Liabilities arising from a Single Transaction
  • Amendments to IAS 12 Income taxes: International Tax Reform Pillar Two Model Rules (effective immediately but not yet endorsed in the EU – disclosures are required for annual periods beginning on or after 1 January 2023)

Standards and interpretations published, but not yet applicable for the annual period beginning on 1 January 2023:

  • Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures: Supplier Finance Arrangements (applicable for annual periods beginning on or after 1 January 2024, but not yet endorsed in the EU)

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

Use of estimates

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. 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 non-current assets - right to use, contracts in progress (percentage of completion method), pension liabilities, provisions for other liabilities and charges and expected credit loss model. There are no changes in the methodology of the estimates used compared to the December 31, 2022 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, 2022.

Note 2: Scope of consolidation

The parent Company, JENSEN-GROUP NV, and all the subsidiaries that it controls are included in the consolidation. On April 3, 2023, JENSEN-GROUP acquired 49% of the shareholder rights in Inax Corporation, the participation is accounted for under the equity method.

Note 3: Segment reporting

The Board of Directors has examined the Group's performance and has identified a single business segment. The total laundry industry can be split up into Consumer, Commercial and Heavy-Duty laundry. The JENSEN-GROUP entities serve end-customers only in the Heavy-Duty laundry segment. Most of these laundries range from large on premises laundries to large international textile rental groups. Basically, all JENSEN-GROUP customers follow the same processes. The JENSEN-GROUP sells its products and services through own sales and service companies and independent distributors worldwide. In this way the JENSEN-GROUP operates only in a single segment.

The following table presents revenue and certain asset information based on the Group's geographical areas. The basis for attributing revenues is based on the location of the customer:

Europe America
Asia and Australia
TOTAL Attributable to
Belgium
(in thousands of
euro)
June 30,
2023
June 30,
2022
June 30,
2023
June 30,
2022
June 30,
2023
June 30,
2022
June 30,
2023
June 30,
2022
June 30,
2023
June 30,
2022
Revenue from external
customers
122,731 104,026 49,153 38,691 34,814 28,469 206,698 171,186 9,860 4,686
Non-current assets 135,378 92,067 6,278 5,440 9,776 11,132 151,432 108,639
Non allocated assets 271,377 233,423
Total assets 422,809 342,062
Capital expenditure -3,948 -1,216 -590 -1,096 -276 -45 -4,814 -2,356

The difference between non-current assets in the table above (151.4 million euro) and the non-current assets as per the consolidated statement of financial position (155.3 million euro) relates to the deferred tax assets (3.9 million euro).

Note 4: Contract assets and contract liabilities

(in thousands of euro) June 30,
2023
December
31, 2022
Contract revenue (6 months period, end of June 2023 and end of June 2022) 206,698 171,186
Contract assets 82,503 52,920
Contract liabilities 33,895 35,672

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 already 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, 2023 the contract assets included 18.6 million euro of accrued profit (18.2 million euro at December 31, 2022).

The contract assets are higher due to higher activities, driven by the high order backlog in December 2022.

In the first six months of 2023, no write-offs on contract assets were performed.

Note 5: Acquisition of own shares

The Bylaws of the Company allow the purchase of own shares. On March 10, 2022, JENSEN-GROUP announced a program to buy back a maximum of 781,900 or 10% of its owns shares (the "Program"). In view of the transaction with MIURA, the Board of Directors at its meeting of March 9, 2023 suspended its Program until further notice. During the term of the Program, an investment bank on behalf of JENSEN-GROUP purchased 113,873 shares. The shareholders decided to cancel the shares during the extra-ordinary shareholders' meeting of May 16, 2023, for a total amount of 3.4 million euro.

During the first three months JENSEN-GROUP bought back shares for a total amount of 1.6 million euro.

At its meeting of August 10, 2023, the Board of Directors decided to re-start the buy-back program for the remaining 668,027 shares. The buy-back mandate expires on May 16, 2028

As per June 30, 2023, the Company did not own treasury shares.

Note 6: Equity

On April 3, 2023, 1,181,279 new shares of JENSEN-GROUP NV were issued following a contribution of 49% of the shares in Inax Corporation ("Inax"), and 745,003 shares were issued following a contribution of cash of 26.8 million euro. Reference is made to the Prospectus in relation to the admission to listing and trading on the regulated market of Euronext Brussels of 1,926,282 shares, approved by the FSMA on June 29, 2023.

Issued capital

As at June 30, 2023, the issued share capital was 38.3 million euro, represented by 9,631,408 ordinary shares without nominal value. There were no preference shares. All shares are fully paid.

Detailed information on the capital statement as per June 30, 2023 is set out below.

Amounts Number of
shares
Capital statement (position as at June 30, 2023) (in thousands of
euro)
A. Capital
1. Issued capital
At the end of the previous year 30,710
Changes during the year 7,570
At the end of June 2023 38,280
2. Capital representation
2.1 Shares without nominal value 38,280 9,631,408
2.2 Registered or bearer shares
Registered 6,240,339
Dematerialized 3,391,069
B. Own shares held by
the company or one of its subsidiaries 0 0
C. Commitments to issue shares
1. As a result of the exercise of conversion rights 0 0
2. As a result of the exercise of subscription right 0 0
D. Authorized capital not issued 38,280

The following notifications have been received of holdings in the company's share capital during H01 2023:

JENSEN Invest A/S, JF Tenura ApS, SWID AG, Mr. Jesper M. Jensen, The Jørn M. Jensen and Lise M. Jensen Family Trust, Mrs. Anne M. Jensen and Mrs. Karine Munk Finser

JENSEN INVEST A/S, Ejnar Jensen Vej 1, 3700 Rønne, Denmark

Number of
shares
Total shares %
- Number of shares 4,253,781 9,631,408 44.17%
- Voting rights 4,253,781 9,631,408 44.17%

The chain of control is as follows: 44% of the shares in JENSEN-GROUP NV are held by JENSEN Invest A/S. JF Tenura Aps holds 100% of the shares in Jensen Invest A/S. SWID AG, represented by Mr. Jesper M. Jensen holds and controls 51% of the shares in JF Tenura Aps. The other 49% of the shares in JF Tenura Aps are held by Mrs Anne Munch Jensen and Mrs Karine Munk Finser as the ultimate beneficial owners of the Jørn Munch Jensen and Lise Munch Jensen Family Trust.

Miura Co Ltd

7 Horie, Matsuyama, Ehime, 799-2696 Japan

Number of
shares
Total shares %
- Number of shares 1,926,282 9,631,408 20.00%
- Voting rights 1,926,282 9,631,408 20.00%

Miura Co. Ltd. holds 20% of the shares in JENSEN-GROUP NV.

Note 7: Other operating result

(in thousands of euro) June 30,
2023
June 30,
2022
Other Income / (Expense) 492 1,856

Per end of June 2023, the other operating result mainly includes sales commissions received.

Last year, the other operating result mainly included:

  • Positive effects relating to the closing of activities of 0.7 million euro.
  • Reversal of provisions relating to a claim.
  • Sales commissions received and some minor government support relating to Covid-19.

Note 8: Earnings per share

Basic earnings per share are calculated by dividing the result attributable to the owners of the parent for the half-year of 16.7 million euro (8.9 million euro for the same period in 2022) by the weighted average number of ordinary shares outstanding during the years ended June 30, 2023 and 2022.

June 30,
2023
June 30,
2022
Basic earnings per share (in euro) 1.93 1.15
Weighted averages of shares outstanding 8,684,551 7,807,185

Note 9: Statement of cash flows

Cash, cash equivalents and bank overdrafts include the following for the purpose of the cash flow statement:

(in thousands of euro) June 30,
2023
December
31, 2022
Cash and cash equivalents 46,667 35,427
Overdraft -5,345 -5,514
Net cash and cash equivalents 41,322 29,913

The increase in cash is a result of the capital increase in cash of 26.8 million euro and negatively impacted by the higher working capital.

Note 10: Commitments and contingencies

There are no major changes compared to December 31, 2022.

Note 11: 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, 2023 December 31, 2022
Carrying
amount
Fair value
amount
Carrying
amount
Fair value
amount
FINANCIAL ASSETS
Financial Assets at amortized cost 5,277 4,537 5,425 4,695
Financial Assets at fair value through OCI 26,125 26,125 26,520 26,520
Other LT Receivables 1,966 1,966 2,371 2,169
Trade receivables 78,003 78,003 77,831 77,831
Derivative Financial Instruments - FX
contracts
361 361 499 499
Derivative Financial Instruments - IRS 389 389 0 0
Cash and cash equivalent 46,667 46,667 35,427 35,427
Total 158,788 158,049 148,073 147,140
FINANCIAL LIABILITIES
Financial debts 48,097 47,143 48,897 47,926
Financial debts - factoring 3,984 3,984 3,655 3,655
Trade Payables 26,796 26,796 22,261 22,261
Derivative Financial Instruments - FX
contracts
25 25 452 452
Derivative Financial Instruments -IRS 0 0 -418 -418
Total 78,902 77,948 74,846 73,876

The increase in cash is a result of the capital increase in cash of 26.8 million euro and negatively impacted by the higher working capital.

Note 12: Companies accounted under equity method

(in thousands of euro) June 30,
2023
December
31, 2022
Companies accounted for under equity method 47,090 5,573

The companies accounted for under the equity method include the valuation of the participations in Tolon and Inax Corporation (from April 3, 2023 onwards). The increase of 41.5 million euro is due to:

  • Share in the result of associates accounted for using equity method: + 1.8 million euro.
  • New participation in Inax Corporation (see below): +42.4 million euro.
  • Currency translation adjustments: 2.7 million euro.

TOLON

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

Net income per end of June 2023 (excluding hyperinflation) amounts to 1.6 million euro, compared to 1.5 million euro per end of June 2022 (excluding hyperinflation).

Hyperinflation

The Group applies IAS29 for the consolidation of its Turkish subsidiaries.

For the application of this standard, and to restate the income statements and non-monetary assets and liabilities at June 30, 2022, we used the producer price index (PPI) "PPI.ITUR" as from January 2005, published by the Turkish Statistical Institute (Turkstat):

  • PPI as per 30.06.2022 is 1,652.75.
  • PPI as per 30.06.2023 is 2,320.72.

The impact on the share in the result for the first semester of 2023 of the revaluation was an income of 0.3 million euro.

The impact of the first-time application of IAS 29 in H01 2022 was:

  • Income statement Share of associates accounted for using equity method: +0.2 million euro.
  • Balance sheet Companies accounted for under equity method (participations): +1.6 million euro.

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 (see note 14). As the JENSEN-GROUP holds less than 50%, this participation is consolidated by the equity method.

  • Valuation per end of March 2023(*) amounts to 42.4 million euro,
  • Net income for the first three months (including depreciations on the initial purchase price allocation on a provisional basis) amounts to 1.3 million euro.

For more information about the acquisition-date fair value of the total consideration transferred, see note 14. (*) Note the valuation is still subject to final contribution value (see note 14).

Note 13: Related party transactions

The shareholders of the Company as per June 30, 2023 are:

There are no significant changes in compensation of key management.

Non-controlling interest deducted from the total Group result of Gotli and Inwatec are listed below.

(in thousands of euro) June 30,
2023
December
31, 2022
Result attributable to non-controlling interest 271 100
Equity part of NCI 1,892 1,743

Note 14: Acquisitions

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 (see note 6). Inax is serving heavyduty laundries as well as large on-premises laundries mainly in Japan. The partnership will make the JENSEN-GROUP a key partner for Inax, one of the main manufacturing and distribution companies for heavy-duty laundry equipment in Japan. Inax announced a net income of 4.6 million euro for their financial year ending March 2022.

The table below gives an overview of the acquisition-date provisional fair value of the total consideration transferred and the remaining amount of goodwill recognized as part of the investment:

March 31, 2023
March 31, 2023
(in thousands of
(in thousands of
JPY)
EUR)
Order backlog
113,000
780
Brand name
972,000
6,711
Customer relationships
4,192,000
28,944
Fair value real estate
166,203
1,148
Other non-current assets
2,668,223
18,423
Current assets
7,418,657
51,223
Non-current liabilities
-2,228,336
-15,386
Current liabilities
-6,445,445
-44,504
NET ASSETS REQUIRED
6,712,012
46,344
Goodwill (100%)
5,665,508
39,118
Contribution value (100%)
12,521,810
86,459
Contribution value via issuance of new shares (49%)
6,135,687
42,365

Consideration / contribution value

The consideration transferred for the investment in Inax Corporation is the contribution value based upon enterprise value of 75 million euro (for 100% of the shares) on a cash-free/debt-free basis. The value of the contribution in kind and the number of shares issued in consideration was determined four business days prior to the closing of the transaction. The final contribution value will be settled post-closing in cash by the end of September 2023, based upon the actual amounts of cash, debt and net working capital as at March 31, 2023.

The fair value of the assets and liabilities acquired in the above transaction is determined on a provisional basis. Any adjustment to the provisional amounts will be recorded within twelve months of acquisition date.

Note 15: Events after the Balance Sheet date

There are no significant after balance sheet events.

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

CONDENSED INTERIM FINANCIAL INFORMATION FOR 6 MONTHS ENDED ON JUNE 30, 2023 29

www.jensen-group.com

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