Annual Report • Mar 26, 2021
Annual Report
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ANNUAL REPORT 2020
The Dutch language text of the Annual Report is the official version. The English language version is provided as a courtesy to our shareholders. JENSEN-GROUP has verified the two language versions and assumes full responsibility for matching both language versions.
In this report, the terms "JENSEN-GROUP" or "Group" refer to JENSEN-GROUP NV and its consolidated companies in general. 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 key figures4 | |
|---|---|
| Message to our Shareholders7 | |
| Profile of the JENSEN-GROUP10 | |
| Information for shareholders and investors 14 | |
| Report of the Board of Directors18 | |
| Statement of responsible persons 69 | |
| Statutory Auditor's Report to the General Shareholders' Meeting of the Company JENSEN-GROUP NV on the | |
| consolidated financial statements for the year ended 31 December 2020 70 | |
| Consolidated statement of financial position – Assets 75 | |
| Consolidated statement of financial position – Liabilities76 | |
| Consolidated statement of comprehensive income 77 | |
| Consolidated statement of comprehensive income – Other comprehensive income78 | |
| Consolidated statement of changes in equity – prior year 79 | |
| Consolidated statement of changes in equity – current year 80 | |
| Consolidated cash flow statement81 | |
| Notes to the Consolidated Financial Statements82 | |
| Summary balance sheet of JENSEN-GROUP NV 138 | |
| Summary income statement of JENSEN-GROUP NV 139 | |
| Appropriation result JENSEN-GROUP NV 140 | |
| General Information144 |
| Financial year ended | December 31 | December 31 |
|---|---|---|
| (in thousands of euro) | 2020 | 2019 |
| Revenue | 245,238 | 332,178 |
| Operating profit (EBIT) | 12,795 | 23,016 |
| Operating cash flow (EBITDA) | 19,793 | 31,235 |
| Net interest charges | 1,200 | 1,242 |
| Share in result of associates and companies consolidated under equity method |
1,251 | -229 |
| Profit before taxes | 11,181 | 20,294 |
| Profit for the period from continuing operations | 7,178 | 15,155 |
| Result from assets held for sale | -54 | -118 |
| Result attributable to Non Controlling Interest | -479 | -675 |
| Consolidated result attributable to equity holders | 7,602 | 15,712 |
| Added value | 102,963 | 135,886 |
| Net cash flow | 14,600 | 23,932 |
| Equity | 136,044 | 132,374 |
| Net financial debt (+)/Net cash (-) | -28,340 | 4,362 |
| Working capital | 101,933 | 126,723 |
| Non-Current Assets (NCA) | 41,190 | 46,182 |
| Capital Employed (CE) | 143,123 | 172,905 |
| Market capitalization (high) | 271,319 | 282,266 |
| Market capitalization (low) | 150,125 | 240,043 |
| Market capitalization (average) | 189,220 | 265,064 |
| Market capitalization (December 31) | 189,220 | 271,319 |
| Entreprise value (December 31) (EV) | 160,880 | 275,682 |
| RATIOS | ||
| EBIT/Revenue | 5.22% | 6.93% |
| EBITDA/Revenue | 8.07% | 9.40% |
| ROCE (EBIT/CE) | 8.10% | 13.78% |
| ROE (Net profit/Equity) | 5.66% | 12.16% |
| Gearing (Net debt(+) net cash (-)/Equity) | 3.30% | |
| EBITDA Interest coverage | 16.49 | 25.15 |
| Net financial debt (+) or net cash (-)/EBITDA | -0.61 | -0.02 |
Working capital/Revenue 46.62% 39.06% EV/EBITDA (December 31) 8.13 8.83
| Financial year ended | December 31 | December 31 |
|---|---|---|
| (in euro) | 2020 | 2019 |
| Operating cash flow (EBITDA) | 2.53 | 3.99 |
| Consolidated result attributable to equity holders (= earnings per share) | 0.97 | 2.01 |
| Net cash flow | 1.87 | 3.06 |
| Equity (= book value) | 17.40 | 16.93 |
| Gross dividend | 1.00 | |
| Number of shares outstanding (average) | 7,818,999 | 7,818,999 |
| Number of shares outstanding (year-end) | 7,818,999 | 7,818,999 |
| Share price (high) | 34.70 | 36.10 |
| Share price (low) | 19.20 | 30.70 |
| Share price (average) | 24.20 | 33.90 |
| Share price (December 31) | 24.20 | 34.70 |
| Price/earnings (high) | 35.80 | 18.00 |
| Price/earnings (low) | 19.80 | 15.30 |
| Price/earnings (average) | 24.90 | 16.90 |
| Price/earnings (December 31) | 24.90 | 17.30 |
For ratio's 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 + closing balance divided by two:
After a strong first quarter, the JENSEN-GROUP faced the onset of the global health crisis that began in the second quarter and lasted for the remainder of the year. As restaurant attendance, tourism, business and cruise travel dropped, many industrial laundries were forced to reduce their capacity or temporarily close their operations. To address these drastic market changes, the Executive Management under the supervision of the Board of Directors took swift action to secure cash, reduce costs, lower the work force and implement furlough and partial unemployment conditions. Despite lower revenues, fluctuating capacity utilization, temporary closing of factories and other necessary restructuring measures, we acknowledge the achievement of management in remaining profitable despite losing over one quarter of revenues.
The impact of the hurricane Michael, which caused significant damage to our American facility on October 10, 2018, continued to influence operations. A settlement was reached with our insurance company and the rebuild of the last remaining section of the plant will be completed in the fall of 2021.
We maintain our strategy of world-wide reach by having a local presence in every significant global market. We have continued our efforts to decrease our dependence on Europe with now almost 39% of our turnover outside of the continent. Our decision to invest in new markets including Asia are creating healthy and sustainable growth opportunities. Our offer continues to include individual machines as well as systems solutions with varying degrees of automation to cater to all customer needs and specifications, helping us grow across all customer segments. In 2020, the JENSEN-GROUP made significant progress in securing large, high-tech projects in partnership with Inwatec, Denmark. Our joint effort extends our market offering and supports our strategy to be industry leaders and innovators in applying robotics and AI (Artificial Intelligence) to laundry automation processes.
This year, a new position of Chief Information Officer was integrated into our Executive Management Team with the intent to drive digitalization and integration of our system processes and to increase IT security and data protection.
Gotli Labs, our cooperation with ABS, the leading laundry software provider, saw a reduction in large projects due to the current market situation and a temporary slow-down due to changes in new software development. The integration of technology and software like GLOBE from Gotli Labs allow customers to monitor and track production in real-time, and to use the data to improve their performance. The new software takes our industry to a new level of data management and prepares us for industry 4.0 and IoT (Internet of Things).
Our determination to prepare for the future and build on recent investments continued in 2020, although on a smaller scale. Our investments in recent years include two new factories, new distribution companies, the acquisition of a sub-supplier, a JV for laundry management software, a commitment to robotics and a participation in TOLON, a manufacturer of stand-alone equipment. With this year's restructuring of operations, we are well-prepared for growth.
Due to the decline in activities, we end the year with a substantial decrease in working capital, enabling significant net cash generation. The effects of cancelled projects were concentrated in the first semester, with sporadic cancellations continuing into 2021. We were also able to secure a long-term loan, obtain a kfW (Kreditanstalt für Wiederaufbau) loan in Germany and a PPP (Paycheck Protection Program) loan in the US. An application for forgiveness of the PPP loan has been filed and the outcome is still open at the time of writing.
Uniting around the JENSEN spirit, our staff and employees have been crucial in overcoming the day-to-day challenges in these unforeseen times. Throughout the year, their focus and commitment to our customers never wavered. We are also grateful for the flexibility and open-mindedness of our employees in welcoming structural changes that will make the JENSEN-GROUP more agile in meeting customer needs, as we break down departmental silos and make room for entrepreneurial skills across all functions of the organization.
We enter 2021 with a workforce that is more agile and well prepared for future growth thanks to our investments in product development, and important restructurings including the alignment of more digital and integrated core processes. The challenges that we have managed to overcome this year demonstrate our ability to quickly adapt to changes in market conditions, which strengthens the resolve of our employees, our brand and our products.
Our new product developments are targeted at reducing energy and water consumption as well as increasing the throughput and up-time of our equipment. Our Clean Tech products and environmentally responsible approach enable customers to reduce their average water and energy consumption. Our new product developments and our latest software innovation allow our customers to monitor the critical metrics of typical heavy-duty laundries in real time and enable them to reach ever lower water and energy consumption figures and costs.
In 2020, the JENSEN-GROUP received 223.4 million euros in orders, compared to 326.3 million euro orders last year. Due to the challenging market conditions, we enter the year 2021 with a smaller order backlog than last year. Our objective in 2021 is to fully capitalize on our strengths and join forces with our customers to pursue every valuable business opportunity across all segments and markets.
We thank our customers for their continued trust and loyalty. We strive to meet their expectations in terms of productivity, reliability, cost and reduced environmental impact of our products and solutions.
We also thank our staff throughout the world for their commitment to the JENSEN-GROUP values and for their dedication and drive. As we set our sight on ever higher performance standards, we will continue to support and invest in our employees to help them reach new levels of excellence and growth.
Last but not least, we thank our shareholders for their support of the Board of Directors and management in our journey to be the leader in this industry.
Jesper Munch Jensen Rudy Provoost
.
Chief Executive Officer Chairman of the Board of Directors
It is the aim of the JENSEN-GROUP to offer the best solutions to our customers worldwide in the heavy-duty laundry industry. We work for and with our customers to supply sustainable single machines, systems, turnkey solutions and laundry process automation. Laundries supplied by JENSEN aim to reach the highest level of labor efficiency in the industry.
We will continuously grow our people and our efficiency so that we can offer environmentally friendly innovative products and services.
By combining our global skills and offering local presence to our customers, we are able to create profitable growth and responsible industry leadership.
Through technical excellence, significant investment in product development and specialized industry knowledge, the JENSEN-GROUP is able to plan, develop, manufacture, install and service everything from single machines and processing lines to complete turnkey solutions. Our partners include textile rental suppliers, industrial laundries, central laundries as well as on-premises laundries in hospitals, hotels and cruise ships. We believe that our customers know their laundry business better than anybody else and that with the help of the JENSEN-GROUP's comprehensive laundry competence and experience we are able to find the right solution for their specific requirements.
The JENSEN-GROUP is organized into six Business Regions spanning the world. All products designed and manufactured by the JENSEN-GROUP are under the responsibility of those Business Regions that are managing our factories. These factories develop, manufacture and deliver a full, innovative and competitive range of JENSEN products to our customers through our worldwide network of Sales and Service Centers (SSCs) and authorized local distributors. This worldwide distribution network together with our laundry design capabilities, project management expertise and our after-sales service capability make the JENSEN-GROUP uniquely positioned to act locally while meeting our customer's expectations fast and reliably whether the requirement is a single machine or a complete turnkey solution anywhere in the world.
The JENSEN-GROUP has a manufacturing platform of six factories in five countries on three continents:
The JENSEN-GROUP sells its products and services under the JENSEN name and the ALPHA by JENSEN name through wholly owned sales and service centers and through independent authorized distributors worldwide. The relative share of sales through our own SSCs has increased in recent years. These SSCs operate in the most important heavy-duty markets: Australia, Austria, Benelux, Brazil, China, Denmark, France, Germany, Italy, Japan, Middle East, New Zealand, North America, Norway, Singapore, Spain, Sweden, Switzerland and United Kingdom. Sales and service centers play a critical coordination role for the increasing number of complex installation projects involving several of our production companies simultaneously. Local presence enables us to deliver aftersales services on demand to our customers. On top of that, we have an experienced distributor network base in more than 50 countries.
The JENSEN-GROUP's key technologies encompass the entire laundry process, including the washroom itself, the logistics of moving linen and textiles inside the laundry, finishing with feeders, ironers and folders, as well as software technology to control the overall process. In short, a large number of different technologies are used in the process of turning soiled linen and textiles into clean linen with a perfect finish.
Given the wide range of technologies needed to cater for the needs of our customer base, we do not focus on fundamental research and development. Our task is to make use of existing technologies and incorporate them into our industry's processes.
In recent years, we have invested in further upgrading and expanding our product range in particular in laundry robotics, AI (Artificial Intelligence), automation, new software applications for our industry and in environmentally friendly products. Many developments that target natural resource and energy savings for our customers are grouped under our CleanTech brand. Together with ABS Laundry Business Solutions, the JENSEN-GROUP created Gotli Labs AG. Gotli Labs offers state-of-the-art software solutions for the heavy-duty laundry industry. The integration of technology and software allows customers to monitor and track production in real time and use the acquired information to improve productivity based on relevant data. The new product from Gotli Labs labelled GLOBE and the investments in Inwatec for automation and AI bring our industry up to a new level and prepare us for Industry 4.0 and the Internet of Things. Process control and production monitoring software have become crucial in offering the customer a total laundry-operation solution.
The Group has numerous patents and patent applications on particular features of our machinery, and our product development teams in our various competence centers are continuously examining the possibility of protecting our innovative developments. Our ambition is to automate heavy-duty laundries as far as possible. Patents and notarial depositions are used primarily to prove prior art. We protect our patents on a case-by-case basis and primarily in the larger markets.
In general, the JENSEN-GROUP invests in the range of 2% to 3% of its turnover in Product Development every year.
Plus a worldwide network of distributors
The JENSEN-GROUP NV share is quoted on the Euronext Stock Exchange under the ticker JEN (Reuters: JEN.BR Bloomberg JEN.BB) since June 1997. The ISIN code is BE0003858751. The quote of the JENSEN-GROUP shares can be found online on the following websites:
The JENSEN-GROUP NV stock price decreased from 34.7 euro at the end of 2019 to 24.2 euro at the end of 2020, with an average daily trading volume of 2,966 shares compared with 2,592 in 2019.
JENSEN-GROUP will maintain its communication strategy based on the following principles:
During 2020, JENSEN-GROUP did not receive any notification.
The ownership structure as per December 31, 2020 is set out below:
The Investor Relations Manager is also available to meet individual shareholders, analysts, specialized journalists and institutional investors to enable them to see the JENSEN-GROUP's short and long-term potential, with respect to both the business as a whole and/or specific activities. Presentations, meetings and site visits are organized upon request.
The JENSEN-GROUP's Annual Report, press releases and other information are available on the corporate website (http://www. jensen-group.com).
Shareholders wishing to convert registered shares into dematerialized shares can contact the Investor Relations Manager.
Shareholders and investors who want to receive the Annual Report, the financial statements of JENSEN-GROUP NV, press releases or other information with respect to JENSEN-GROUP can also contact the Investor Relations Manager:
JENSEN-GROUP NV Mrs. Scarlet Janssens Bijenstraat 6 BE 9051 Ghent (Sint-Denijs-Westrem) Belgium Tel. +32.9.333.83.30 E-mail: [email protected]
Financial report 2020
JENSEN-GROUP's revenues for the year amount to 245.2 million euro compared to 332.2 million euro in the previous year. As a consequence of the Covid-19 crisis, the Group experienced a significant slow-down in order intake as well as several project cancellations and postponements of confirmed orders. The cancellation of contracts has a negative impact on EBIT of 2.5 million euro. Several customers serving the hospitality industry temporarily closed their operations due to a stand-still in travel and tourism as well as authorities' decisions. We therefore expect that a number of hospitality projects in the quotation phase will be postponed for several months. The servicing, installation, and maintenance of our machines remain challenging for our technicians in the face of the Covid-related travel restrictions that many countries impose.
Occasionally, the JENSEN-GROUP grants buy-back guarantees to selected customers. Due to the closing of many laundries in Europe, a few extensions of buy-back guarantees of up to 12 months were granted.
Despite management's swift reaction to the drastic changes in market conditions, lower revenues resulted in an EBIT decrease of 44.4% compared to last year. Management took measures to adjust the capacity in several plants and to temporarily close others in response to individual workloads or government directives. The EBIT includes 2.9 million euro in one-off costs, particularly restructuring costs related to the reduction of workforce.
The Group took the following measures to decrease the structural cost base:
The Group benefited from support from authorities mostly related to payroll compensation in several countries (1.7 million euro).
JENSEN USA received a Promissory Note from the state of Florida amounting to 1.9 million USD in May 2020. The Company applied for forgiveness while provisionally recording this Promissory Note as liability. Any forgiven amount will eventually be recorded as other income once a final decision has been made.
In July, JENSEN GmbH was granted an amortizing KfW (Kreditanstalt für Wiederaufbau) loan amounting to 10 million euro for a period of six years. An interest of 2% is applicable. During the period of the loan, a dividend restriction at the level of JENSEN GmbH is applicable. Within the conditions of the loan, the Company has the right to repay the loan before the ultimate end date. At year-end 2020, an amount of 5 million euro out of the total amount of 10 million EUR was drawn by the Company..
On the balance sheet, working capital at closing date was 24.8 million euro lower than last year because of the lower activity level. The Group reports a net financial cash position of 28.3 million euro, including 10.2 million euro leasing debt, compared to a net debt of 4.4 million euro prior year. Despite delays in the installation and payment of certain projects, the Group was able to increase its net cash by 32.7 MEUR compared to last year. We note an increase in net cash in the second semester of 2020 of 26.9 MEUR. The Group's borrowing agreements include financial covenants with one of the financial institutions on solvency as well as a positive EBITDA on an annual basis and a maximum debt/EBITDA ratio. As per December 31, 2020, the JENSEN-GROUP was in full compliance with its bank covenants.
An impairment of the financial participations was not required as our participations in Tolon GLOBAL MAKINA Sanyi Ve Tikaret Sirketi A.S., Turkey and Inwatec ApS, Denmark performed according to our expectations.
Based on the above, the analysis of the markets, valuation of the order backlog, the analysis of the sales funnel, the future revenues, various scenarios and cash projections, the Group is of the opinion that the consequences of Covid-19 are manageable for the coming period with the knowledge as of today. Therefore, the EMT has concluded, and the Board concurs, that the JENSEN-GROUP is able to continue as a going concern.
Net financial charges increased from 2.5 million euro to 2.9 million euro due to currency losses.
Taxes decreased by 22% as profit before taxes decreased.
The result from companies accounted for by the equity method (participations in TOLON and Inwatec) increased from -0.2 million euro to 1.3 million euro. The loss of prior year was due to the negative result of TOLON and a negative currency impact from the devaluation of the TRY.
The above-mentioned factors together resulted in a decrease in net profit from 15.7 million euro to 7.6 million euro (-51.6%).
The JENSEN-GROUP received 223.4 million euro of orders in 2020, compared to 326.3 million euro orders last year, a drop of 31.5%. Considering the current investment climate caused by the continuation of lockdowns in major markets, we expect the ripples of market inactivity to continue well into 2021 with a potential for lower financial results in 2021 compared to 2020. With all the restructuring measures we have put in place this year we are confident that we will continue to weather the storm also considering the financial headroom that we have created. We are prudent in our outlook but remain optimistic in anticipation of a return to previous levels of order intake in 2022 as the hospitality industry and the market begin to recover.
The most patent risk factors include the duration and effect of the pandemic, rapid declines in demand, the availability of financing to our customers, fluctuating raw material, energy, and transportation prices, high exchange rate volatility, an uncertain political climate, and competitive pressures. The Group does not expect a significant impact from Brexit. The impact of potential protectionist movements in various parts of the world remains unpredictable.
The operational objectives for 2021 are to remain profitable with the fluctuating demand and reduced order backlog to start the year with. We will further focus on new products as well as our cooperation and participation in Inwatec to secure future growth. Optimizing our internal processes by digitalization as well as consolidation of systems remain an area of continuous improvement.
Net profit depends on reaching a certain level of sales to absorb overhead costs.
Any major drop of activity has an immediate effect on operating profits.
The Group has six production sites, in the following countries:
Each production and engineering center ("PEC") is specialized in a specific part of the laundry operation (Washroom, Finishing Technology, Material Handling) or in a specific type of linen (flatwork, garment or special applications such as mats, continuous roller towels or wipers).
The Group has its own distribution channels (Sales and Service Centers – or "SSC") in the most important markets:
Alongside to the SSCs, JENSEN-GROUP has sales representatives in:
On top of that, the JENSEN-GROUP has an experienced distributor network in more than 50 countries.
Each SSC is staffed to handle turnkey projects and systems, single machine sales and after-sales services.
In each PEC and SSC we have the supporting functions needed to administer the legal entity. In order to absorb these overheads, sufficient volume is needed. The activity level determines production volume and can be influenced by factors beyond our control. Since our products are investment goods, the international investment climate more particularly in healthcare, hospitality (hotels and restaurants) and in industrial clothing can have a significant influence on the overall market demand and sales opportunities. The impact of a sudden decrease in turnover cannot be fully offset by a decrease in overheads and infrastructure costs and as such can have a negative impact on our activity level, our financial condition and our operating results.
Sales of equipment and projects to international customers represent a major part of the net revenues. Demand for our products is and may be affected by economic and political conditions in each of the countries in which we sell our products and by certain other risks of doing business abroad, including fluctuations in the value of currencies. We do hedge exchange rate fluctuations between the major currencies used in our operations, these being the AUD, CHF, CNY, DKK, EUR, GBP, JPY, NOK, NZD, SEK, SGD and USD.
The Group is exposed to market risk associated with adverse movements in interest rates. The JENSEN-GROUP maintains long-term interest rate hedges and loans with fixed interest rates in order to limit this risk, but a general increase in interest rates might have an unfavorable effect on the overall investment climate and as such on our business, financial condition and results of operations.
Negative interests have a negative impact on the cash position of the JENSEN-GROUP. The JENSEN-GROUP spread its cash position into different investments in order to reduce the impact of the negative interest and mitigate the bankruptcy risk of any bank with cash deposits.
The JENSEN-GROUP's major financial institution partners are Nordea, KBC and Nykredit. The Group's borrowing agreements include financial covenants with one of the financial institutions covering solvency, a positive EBITDA on an annual basis and a maximum debt/EBITDA ratio. These covenants could have a restricting effect on our financial capacity.
The ability to make scheduled payments of principal and interest with respect to our debt, to fund our planned capital expenditures and our research and development efforts and to finance our expansion in capacity, will depend on our ability to generate cash, on future financial results and the development of the major financial institutions we work with. These institutions, to a certain extent, are subject to the risk factors mentioned above.
The JENSEN-GROUP purchases a large number of different components as well as raw materials such as black iron, stainless steel and aluminum. The price and availability of these raw materials and components are subject to changes in duties, market conditions affecting supply and demand. In a competitive market, there is no assurance that increases or decreases in raw material and other costs will be translated quickly into higher sales or lower purchase prices. Nor can there be any assurance that the loss of suppliers or components would not have a material adverse effect on our business, financial condition and results of operations. We currently do not undertake commodity hedging.
Within the worldwide heavy-duty laundry market, the JENSEN-GROUP encounters several competitors, both small and large. There can be no assurance that significant new competitors or increased competition from existing competitors will not have an adverse effect on our business, financial condition and results of operations.
In addition, the Group may face competition from companies outside of the United States or Europe who have lower costs of production (including labor or raw materials). These companies may pass on these lower production costs as price decreases to customers and as a result, our revenues and profits could be adversely affected.
Since the 2008 financial crisis, many customers have experienced difficulties in obtaining financing to invest in expansion or equipment renewal. Under certain specific conditions the JENSEN-GROUP is offering financing solutions to customers. This creates exposure for the Company in terms of having to take back machinery over the lifetime of the financing contract. We manage our exposure by aligning the take-back price to the second-hand market values as much as possible.
The JENSEN-GROUP sells to industrial laundries which handle, amongst others, linen for the healthcare sector. Policy choices at country level can affect the standards of hygiene or the financial capability of hospitals. This may influence sales at specific points in time as well as product development in order to find solutions for the most stringent hygiene requirements.
The Group is exposed to potential product liability risks that arise from the sale of our products. In addition to direct expenditures for damages, settlements and defense costs, there is a possibility of adverse publicity as a result of product liability claims. We cannot be sure that our existing insurance or any additional insurance will provide adequate coverage against potential liabilities and any such liabilities could adversely affect our business, financial condition and results of operations.
At any given time, JENSEN-GROUP is a defendant in various legal proceedings and litigation arising in the ordinary course of business. Although we maintain insurance coverage, there is no assurance that this insurance coverage will be adequate to protect us from all material expenses related to potential future claims for personal and property damage or that these levels of insurance coverage will be available in the future at economical prices or for that matter, available at all. A significant judgment against us, the loss of a significant permit or other approval or the imposition of a significant fine or penalty could have an adverse effect on our business, financial condition and future prospects.
The JENSEN-GROUP is dependent on the continued services and performance of the senior management team and certain other key employees. The employment agreements with senior management and key employees are for an indefinite period of time. The loss of any key employee could have a material adverse effect on the business, financial condition and results of operations because of their experience and knowledge of our business and customer relationships.
The nature of the business exposes JENSEN-GROUP to potential liability for environmental claims and JENSEN-GROUP could be adversely affected by new, more stringent environmental, health and safety requirements. The Group is subject to comprehensive and frequently changing federal, state and local, environmental, health and safety laws and regulations, including laws and regulations governing emissions of air pollutants, discharges of waste and storm water and the disposal of hazardous wastes. We cannot predict the environmental liabilities that may result from legislation or regulations adopted in the future, the effect of which could be retroactive. The enactment of more stringent laws or stricter interpretation of existing laws could require additional expenditures by us, some of which could have an adverse effect on our business, financial condition and results of operations.
The Group is also subject to liability for environmental contamination (including historical contamination caused by other parties) at the sites it owns or operates. As a result, the Group is involved, from time to time, in administrative and judicial proceedings and inquiries related to environmental matters. There can be no assurance that we will not be involved in such proceedings in the future, and we cannot be sure that our existing insurance or additional insurance will provide adequate coverage against potential liability resulting from any such administrative and judicial proceedings and inquiries. The aggregate amount of future clean-up costs and other environmental liabilities could have a material adverse effect on our business, financial condition and results of operations.
For the past several years, the JENSEN-GROUP has strictly followed an environmental remediation plan relating to our former Cissell manufacturing facility in the United States. A third-party indemnity for the remediation plan exists, with Cissell as the legal beneficiary. The most recent sampling tests, done by a third party environmentalengineering company each year and, with an exhaustive review every five years, are in line with expectations. The next exhaustive review is scheduled for 2023. The latest projected end date for this remediation plan is 2025. However, there can be no complete assurance that significant additional civil liability or other costs will not be incurred by us in the future with respect to the Cissell facility or other facilities.
The operations are also subject to various hazards incidental to the manufacturing and transportation of heavyduty laundry equipment. These hazards can cause personal injury and damage to and destruction of property and equipment. There can be no assurance that as a result of past or future operations, there will not be injury claims by employees or third parties. Furthermore, we also have exposure to present and future claims with respect to worker safety, workers' compensation and other matters. There can be no assurance as to the actual amount of these liabilities or the timing of them. Regulatory developments requiring changes in operating practices or influencing demand for, and the cost of providing, our products and services or the occurrence of material operational problems, including but not limited to the above events, may also have an adverse effect on our business, financial condition and results of operations.
The JENSEN-GROUP operates in 23 countries and is therefore exposed to natural hazards such as earthquakes, windstorms or floods. Insurance coverage is taken when possible and affordable and compliance with specific building codes is reviewed carefully. The entities are required to have disaster recovery plans. Any severe natural disaster could affect our business, financial conditions and operational results.
A pandemic has a direct impact on our customers serving the hospitality sector (travel and tourism) and healthcare sector as Authorities can make decisions influencing both sectors, which result in lower business for our customers. It influences their investment possibilities and outlook. Any severe pandemic could affect our business, financial conditions, and operational results.
The JENSEN-GROUP uses for its worldwide operations several tools, devices and software in its ICT and machine operating environment. Digital technologies, devices and media bear manifest risks and opportunities. Machinery is more interconnected and prepared for IoT (Internet of Things). As a result, the Group faces cyber risks. Any ICT failure in the area of security and systems access or in machine operating environments might cause operational disruption, damage to reputation, and financial losses. The JENSEN-GROUP manages these risks by closely following the latest technological developments. Next to this, the Group selects the best suited suppliers for software and ICT. Cybersecurity is a major criterion when selecting these suppliers.
In accordance with Directive 2014/95/EU (further 'the Directive') of the European Parliament and of the Council of 22 October 2014 and as required by the Belgian Companies and Associations code art. 3:6 § 4 and art. 3:34 , we have added this separate section containing non-financial information which is considered to be relevant for the stakeholders of the JENSEN-GROUP.
In providing this information, we have considered the requirements defined by the Directive and the Companies and Associations Code, while also drawing inspiration from the GRI Sustainability Reporting Standards: Core option.
Alongside the financial information on the JENSEN-GROUP (which can be found in the 'Financial Report 2020' section of this Annual Report), this section describes non-financial activities which are relevant to our stakeholders and by which we make a difference.
We updated the materiality analysis of last year to identify and confirm sustainability topics that are most important to our business and stakeholders, and to further strengthen our sustainability and corporate responsibility policy and reporting, by prioritizing topics that matter the most.
We identified topics which are considered important for reflecting JENSEN's economic, environmental and social impact or which influence the decisions of JENSEN's stakeholders, such as our customers, suppliers, employees, governments and shareholders. During this analysis, both external and internal factors were taken into consideration, including JENSEN's vision, mission, brand and long-term strategy. The result is illustrated in the materiality matrix below.
The upper right quadrant represents priority topics which are relevant for society, our stakeholders and our business. JENSEN's sustainability approach focuses mainly on these areas. The upper left quadrant represents strategically significant topics, which are considered relevant from our stakeholders and our business point of view. The areas defined below are topics to be monitored closely and to be managed internally.
Management made a materiality analysis and updates it on a yearly basis.
As from 2020 onwards, detailed monitoring of certain specific KPI's has been installed. We refer to the different dimensions of our sustainability approach mentioned below for the results of this monitoring process in 2020. This monitoring process will be maintained over the next years, which will allow us to have a full understanding of the different KPI's and hence reliable, fair and reachable objectives per KPI will be defined at that time. We expect to formally decide on KPI objective after a period of monitoring of 3 years (i.e. 2023).
The world has suffered a tremendous shock. Even though researchers have warned time and again about the danger of pandemics, the coronavirus has caught governments, companies, and all of us cold. When the virus hit China in January, it was already a big crisis for us, as we employ large teams in Xuzhou and in Shanghai. For many in Europe, the impact of the pandemic was still a long way off. In March, when the virus hit Europe, it became clear that our customers and our company would be just as affected. We have had to change our lives and implement the safety measures issued by the authorities - both at home and at work. Surprisingly quickly, we adapted and are now living under new circumstances.
Crises also bring opportunities. And JENSEN has once again proven how flexible, entrepreneurial, and innovative all employees are. Thanks to our ICT (Information and Communication Technologies) structure, we were able to move entire teams to work from home.
We summarize our sustainability approach in three dimensions. These are:
In order to understand the different dimensions, we briefly elaborate on the business model of the JENSEN-GROUP. For more information on this model, we also refer to other sections of the Annual Report.
The aim of the JENSEN-GROUP is to lead by providing the best solutions to its worldwide customers in the heavyduty laundry industry. Technical excellence, significant investment in product development and specialized industry knowledge enable the JENSEN-GROUP to plan, develop, manufacture, install and service everything from single machines to complete systems, turnkey solutions, and process automation.
We consider product development a key part of our business model, as scarcity of resources and a greater focus on ecology increase the need for sustainable laundry solutions. Sustainability goes beyond purely environmental aspects. The new bottom-line looks at the eco-social costs and benefits of having clean linen available. The wellbeing of the people using and processing the linen is key. As part of our total sustainability approach, CleanTech, the JENSEN-GROUP develops machines and solutions that positively impact the financial success of the laundry as well as the working stations for its employees.
All products designed and manufactured by the JENSEN-GROUP fall under the responsibility of our factories, called PEC (Production and Engineering Centers). The PECs develop, manufacture, and deliver a full range of innovative and competitive JENSEN and ALPHA by JENSEN products to our customers through our worldwide network of Sales and Service Centers (SSCs) and authorized local distributors, organized into six Business Regions. This worldwide distribution network together with our laundry manufacturing capability, project management expertise and after-sales service make the JENSEN-GROUP a credible one-stop supplier uniquely positioned to act locally, meeting our customer's requirements and expectations fast and reliably, whether for a single machine or a complete turnkey solution, anywhere in the world.
The relative share of sales through our own SSCs has increased in recent years. These SSCs operate in the most important heavy-duty markets: Australia, Austria, Benelux, Brazil, China, Denmark, France, Germany, Italy, Japan, Middle East, New Zealand, North America, Norway, Singapore, Spain, Sweden, Switzerland, and the United Kingdom.
The JENSEN-GROUP mission is "Creating the future in laundry automation", a one-liner that we also use in our marketing communication. The JENSEN-GROUP is committed to offering the best solutions to heavy-duty laundries worldwide. For this we are in a constant dialogue with our customers, through local presence, to identify the best solutions for them. Based on our global experience, these solutions consider the total cost of ownership and are aimed at continuously raising productivity and reducing the ecological impact of our equipment and our own processes. In recent years, we have invested in further upgrading and expanding our product range, in particular in laundry robotics, AI (Artificial Intelligence), automation, new software applications for our industry and in environmentally friendlier products. We are committed, engaged, dedicated and responsible every time we interact with our customers.
Finally, part of our business model is to expand geographically. Expansion plans have been kept on hold in 2020. Believing in the benefits of local presence, we aim at expanding throughout the world in order to keep communication lines with our end-customers as short as possible.
Nowadays our customers, and by extension all of our stakeholders, face a rapidly changing environment. The JENSEN-GROUP takes sustainability and environmental protection seriously and is pursuing a continuous energy reduction strategy to rise to the challenges of the future like climate change and the finiteness of fossil fuels. In particular, the increasing scarcity of water and energy call for an increased focus on ecology.
We have installed appropriate internal policies to help us identify any environmental risks of our business, both internal (arising during the manufacturing process) and external (created by the use of our equipment). Environmental risks are identified and evaluated as part of the yearly risk mapping exercise. Three main environmental risks are included in the risk map, based on the probability of the risk occurring and based on its impact:
Risk mitigating measures are defined, implemented, and evaluated on a yearly basis by the Executive Management Team. A dedicated project has been introduced to ensure that the JENSEN-GROUP is fully compliant with local laws and regulations. For further information on environmental risks, we refer the reader to the 'Risk Factors' and 'Risk Management and Internal Control' sections in the 2020 Annual Report.
Continuous investment in product development, alignment of our core processes and in-depth market presence enable us to better meet our customers' needs. Many of these developments are targeted at reducing energy and water consumption as well as increasing the up-time of our equipment. In general, the JENSEN-GROUP invests in the range of 2% to 3% of its turnover in Product Development every year.
A major share of our product development work is directed at natural resource and energy savings and at reducing the environmental impact of our equipment. This includes continuously monitoring the performance of our equipment during the development phase. Many product developments that target natural resource and energy savings for our customers are grouped under our CleanTech concept.
The JENSEN-GROUP takes sustainability and environmental protection seriously and is pursuing a continuous energy saving strategy to meet the challenges of the future, such as climate change and the finiteness of fossil fuels.
CleanTech embraces knowledge-based products and services that improve operational performance, productivity and efficiency while reducing costs, input, energy consumption, waste, or pollution. The objective of the JENSEN CleanTech concept is to increase the efficient use of primary energy and to ensure this is consumed more economically in gas-heated laundry equipment.
In developing laundry machines, the JENSEN-GROUP focuses on high performance with as little energy and freshwater input as possible. As well as the use of direct gas operation, this involves integrating water- and energy recovery systems into machines.
In this context, the JENSEN-GROUP has developed a new gas-heated Water Removal dryer, with a consumption of just 0.95 kWh/l, this is currently the world's most energy-efficient dryer. The EcoSafeguard process monitors the pH- and conductivity value as well as water hardness. Additionally, the heat of ironers is re-used to heat the water in the tunnel washer.
Moreover, the JENSEN-GROUP does not just confine itself to reducing CO2 emissions and energy and water consumption in its machines. The JENSEN-GROUP also handles valuable resources and energy sources carefully at the production stage.
Our CleanTech technology has produced some remarkable resource and energy savings for our customers in recent years. Average water consumption of under 3 liters per kg linen processed, and energy consumption of under 1 KW/h per kg linen processed can be reached today with our products and solutions. Our advanced solutions offer energy savings of up to 60% per year, combined with lower investment and installation costs. Productivity is up to 25% higher thanks to shorter drying and finishing cycle times. Recorded figures under ideal circumstances in CleanTech laundries supplied by:
We are working to take the energy reduction program a step further through investments in software and by onsite measurement of the KPIs of typical heavy-duty laundries: Globe by Gotli Labs, a real-time production management tool, provides information to monitor equipment, staff, utilities and energy in a laundry.
The JENSEN-GROUP has a manufacturing platform of six factories in five countries on three continents. Each manufacturing site focuses on specific technologies for the heavy-duty industry. We develop environmentally friendly equipment, manufactured in the most ecologically responsible way. Furthermore, we are continuously monitoring our factories to reduce their impact on the environment. Savings on electrical energy costs is the goal of each of our factories. In 2020, the production and assembly of all heavy-duty laundry equipment consumed a total of 6'067'319 kWh, or 0.02 kWh/Euro revenue. Both factories with their own paint booth, namely Xuzhou/China and Rønne/Denmark, are meeting high standards when it comes to emissions.
Emissions are constantly monitored. Two manufacturing sites operating a paint booth, namely Xuzhou/China and Rønne/Denmark, employ a dedicated person in charge of environmental issues and hazardous waste. The pollutant discharge from the paint booth consists of hazardous solid waste, liquid waste and waste acid in pickling station. The hazardous solid waste is stored in a separate warehouse for collection by the supplier. Its correct disposal is supervised by the Chinese and the Danish government. The wastewater is sent to an official sewage plant.
The waste acid is stored in a separate warehouse, supervised by government installed cameras (in China) or locked (in Denmark), and collected by a government appointed company. It is ensured that the waste acid is not polluting the environment. None of the plants have had any spills into the environment.
Both paint booths are thoroughly cleaned on a regular level, depending on the activity.
The heating of both paint booths consumes approximately 276 tons of gas per year (66 tons in Denmark, 210 tons in China).
An environmentally friendly manufacturing process starts with selecting the most appropriate supplier. The JENSEN-GROUP is therefore constantly looking for partnerships with suppliers who can contribute any resource and energy-savings opportunity.
As mentioned in the Risks factor section of this Annual Report the JENSEN-GROUP operates in 23 countries and is therefore exposed to natural hazards such as earthquakes, windstorms, or flood. It is reasonably accepted that on the long-term climate change could result in an average increase of the worldwide temperature, which could cause more frequent natural hazards. Because of this increased risk insurance coverage is taken when possible and compliance with specific building codes is reviewed carefully, this to reduce the impact on the Group's performance and financial results.
As indicated in our Mission Statement the aim of the JENSEN-GROUP is to supply our customers with sustainable single machines, systems, turnkey solution and laundry process automation. Sustainable solutions also imply that we want to limit the negative impact of our activities on the climate as much as possible. Apart from our strict monitoring of internal energy usage KPI's as mentioned above and the reduction of our internal travelling, we consider the reduced water usage of our solutions to be a key differentiator an opportunity as the public opinion attaches more importance to climate change. Indeed, limiting water usage of our solution is not only high on the agenda of our own operations, we stress the importance throughout our complete value chain, starting from selecting our suppliers just until positioning our strategy at our customers.
As many companies, the JENSEN-GROUP is depending on natural, human, and social capital for its operations. Water is becoming more and more scarce, when we develop new machines and solutions we have further reduction of water usage high on the agenda. Our employees and by extension all our stakeholders appreciate these initiatives, resulting in not only higher motivated employees but also a better brand image throughout the value chain.
Our second sustainability dimension relates to people. Our customers and employees are the basis of our success and they are in a constant dialogue through our local presence, in order to identify the best solution for each customer.
At the JENSEN-GROUP, the wellbeing of our employees and customers is crucial.
We want our employees around the globe to work in safe and ergonomically sound environments. We encourage all employees to help build safe work environments by applying safety measures in their day-to-day activities. Health and safety are a priority at each JENSEN-GROUP location. At all our production sites, plant managers' performance evaluations include the prevention of work accidents and remedial initiatives taken.
Every JENSEN factory employs a Health & Safety Manager, who is responsible for implementing Health & Safety measures in their respective factory, starting from local regulations and requirements. At JENSEN China, an equipment operation safety management system analyses the key safety points in the production process. Quarterly work environment committees, consisting of local management and employee representatives, are organized at different JENSEN factories to discuss Health & Safety procedures and to review work accidents. Compliance with local health and safety laws and regulations is also part of the annual risk mapping exercise by the Executive Management Team.
In total, 22 occupational accidents occurred over all factories.
In 2020, management and employees were tremendously challenged by Covid-19. The Executive Management Team acted very fast with pro-active instructions to its entire staff. Instructions included an immediate ban on travelling and on receiving visitors at our factories as well as a policy to enforce home-working solutions wherever possible. Safety measures for staff working at our premises were immediately put in place, as well as a series of new processes, tools and architectural changes safeguarding the health of our staff. The JENSEN-GROUP reports a very limited number of cases (less than 2% of the entire work force) where employees got infected, very fortunately without any fatalities. None of our employees suffered long-term consequences.
Our responsibility for safety continues after our equipment is manufactured and has left our premises. We consider the safety of our customers' operators and anyone using our equipment to be as important as that of our own employees. Our equipment complies with all European safety regulations (European Standards, ENs) and other local requirements. At the same time, we believe that machine safety has to go beyond regulations. Already during the product development phase, we focus on the ergonomics and overall safety of our equipment. In 2020, the JENSEN-GROUP launched a new loading station for garments with the unique buttons-to-the-front feature. Patient scrubs and gowns often have their closing (buttons, ties) at the backside, which was difficult for the operator to close – he or she had to turn around the garment. With the new development, the hanger turns automatically, making it easier and quicker for the operator to process the garment. No specific security measures include ironer line with integrated design of walkway and railing, safety covers for chain drives, installation of a safety door on the press, emergency stop buttons or pull cords for belts near operators. Ergonomic solutions have been integrated in sorting, handling and finishing processes, e.g. optimized sorting belt height to reduce stress and strain caused by bending, engineered sorting stations which bring the bin chutes closer to the operators and individual adjustable height loading stations. Next to that, the JENSEN-GROUP is the only supplier of cornerless remote stations and systems.
With this mindset we have been able to reduce work accidents to an absolute minimum; even so, we consider each occupational accident as one too many. Health and safety is and will therefore remain a cornerstone of our strategy.
The JENSEN-GROUP is fully aware of its responsibility to its employees. Driven by what we call the JENSEN spirit, our culture is open and international. We offer opportunities for achievement, recognize people's contributions, give each team member as much responsibility as possible, and offer training and development opportunities. This open culture results in job satisfaction for each employee and in long-term employment at the JENSEN-GROUP, as shown by the high average career lengths of 10 years and 11 months.
Especially for engineering companies that aim at building long-term relationships with its customers (often over generations), seniority is an important success factor. The longer someone has been with the organization, the better the contribution will be. Senior staff are valuable employees who become knowledge-leaders in the organization. They are passing their experience and knowledge on to junior staff members, both in structured way as in our corporate JENSEN Academy trainings and on-the-job.
Opportunities for promotion are not preferentially offered to senior employees: The leadership team of the JENSEN-GROUP promotes colleagues based on their achievements, talents and ambitions, regardless of seniority.
The JENSEN-GROUP makes no distinction in terms of age, gender, culture, religion, origin or other diversity feature. We are committed to providing equal opportunity in employment and to respecting the rights and dignity of each employee. We also prohibit all forms of discrimination in recruitment and promotion. We have decided to drive the JENSEN-GROUP by culture. When we all live the JENSEN spirit, we naturally do the right things.
Female/male (total workforce 2020) Female/male (management 2020)
As a direct consequence of our type of business, the percentage of women is rather low, though with a higher percentage in management. Furthermore, the Belgian Law of 28 July 2011 on gender diversification requires that at least one third of the Board of Directors be female. The JENSEN-GROUP is in full compliance with this law.
To fulfill our mission and to sustain our JENSEN spirit, we need to attract and retain talented people and develop the skills of our current and future leaders. In recent years, the JENSEN-GROUP has invested heavily in the development of its employees, through corporate training, local training and individual initiatives. Training is given through the JENSEN Academy to all organizational levels, through webinars and by onboarding training for new employees, new managers and new project managers. The JENSEN factories also offer apprenticeships in a range of professions. Training programs include technical and function-specific training, as well as leadership modules that help our employees develop and cooperate in a global business environment. We believe that developing teamwork and collaboration is critical to our success.
In 2020, no physical trainings were conducted. The JENSEN-GROUP set up virtual systems to organize digital trainings also for service engineers. The office employees (sales, marketing, management, and back-office) have been participating in online trainings since 2010 already. Based on these experiences, the company could quickly develop similar approaches for staff that was originally trained at our factories. Digital meetings cannot fully replace live trainings taking place either at a customer's site or at one of our factories. Once the travel restrictions have been loosed, we aim at setting a hybrid solution, with a mix of live and online trainings.
We want to further strengthen our open culture and to embed it throughout the Group. For this, we use a variety of communication channels and platforms to inform our employees about corporate targets, strategies and current developments. Jennet, the intranet of the JENSEN-GROUP, offers information on a wide range of subjects, including product information, HR information, and our Ethics Code, Principles and Guidelines. While Jennet is a valuable tool for disseminating information within the JENSEN-GROUP, we also encourage the use of internal social media, including an app on employees' smartphones, as a modern way of sharing news and interacting. The various departments then determine their own priorities using these general communication tools and implement action plans to achieve them.
2020 was the first year in our company's history where the number of digital meetings surpassed the number of live meetings. As for most professionals around the globe, this change was not without consequences for our staff. Our executives and management played a crucial role in ensuring the team's morale and productivity, with great success: In December 2020, we conducted a survey among all HR managers in the JENSEN- GROUP. When asked how well they and their team had mastered the challenges, they responded with 8.1 points out of 10 whereby 10 represents the most ideal situation.
In addition to this representative survey, the JENSEN-GROUP also measures how the JENSEN spirit is being experienced by our employees. A survey among 255 employees showed an average figure of 7 points, out of 10.
With our 'we think globally, and act locally' approach, a lot of authority is shifted towards local management. This requires us to make sure that several rules are respected. At the JENSEN-GROUP, these are summarized in our 'Principles and Guidelines' which can be found on the JENSEN intranet. In addition, the JENSEN-GROUP has developed a whistleblowing procedure and set up a Whistleblowing Hotline. We refer also to the paragraph below on social responsibility. We also encourage managers to enter into a dialogue with their teams, putting transparency into practice.
The JENSEN culture makes the difference: our corporate culture incorporates our past, our presence with the preferred values that we live by, and our future. We want to be able to deepen our JENSEN-GROUP culture throughout the organization. We believe that our corporate culture is a dynamic process that directly incorporates the needs of our customers. As our customers know the laundry business better than anybody else, we want to create partnerships with them. Constant dialogue with our customers, through local presence, results in long-term relationships. In this way we know their needs and can focus on efficiencies to provide sustainable laundry solutions and systems. Our CleanTech solutions are helping us gain new customers that require ecological processes to meet Corporate Social Responsibility guidelines or to obtain quality certificates.
With the JENSEN-GROUP, our customers have a strong partner they can rely on from the initial consultation, on to the planning stage, correct installation and start-up of the equipment and through to after-sales service. This includes regular technical inspections of the JENSEN equipment and customer training. Both of these reduce maintenance costs for our customers and help avoid equipment downtime, resulting into increased productivity and profitability. We believe this strong business partnership between the JENSEN-GROUP and its customers places us in a win-win position.
Our last sustainability dimension relates to all the ways the JENSEN-GROUP is making a difference for society at large. At the JENSEN-GROUP, we are convinced that our responsibility goes beyond our employees and our customers, towards the communities where we provide employment and to society at large.
Our strategy is to fully leverage our global capabilities while reinforcing our local presence in every significant market. The JENSEN-GROUP brand portfolio represents tailor-made and high-quality solutions for our customers wherever they are. In that respect, our aim is to truly make a difference by entering into local level partnerships and respecting local habits and needs, as well as respecting the needs and requirements of the wider local by living up to the highest professional standards and complying with all legal requirements. Furthermore, the JENSEN-GROUP does not only stand for productivity and efficiency but also for energy-efficient and environmentally friendly value propositions. Environment section of this report for further information on this topic. The JENSEN-GROUP brand portfolio includes the "JENSEN" brand as well as the "ALPHA by JENSEN" brand which was introduced in 2017. In combination with our partner for stand-alone machines, TOLON, we also cater to the needs of smaller commercial laundries and large on-premise laundries through the "TOLON" brand.
2020 has proven that the world is changing in fundamental ways, rapidly. The Covid-19 pandemic and its adverse effects, both existing and unpredictable, calls for an immense agility and resilience. Management and staff will be forced to flexibility, as are our customers.
Regardless of the current pandemic, the world is becoming a global village, where people will continue to travel, both for business and for leisure, to traditional and new destinations (emerging markets). This offers opportunities for growth, with an increased need to process hotel and catering linen, and for increasing the JENSEN-GROUP's positive social contribution through providing environmentally friendly equipment.
As the JENSEN-GROUP NV share is quoted on the Euronext Stock Exchange, the Group has adopted the 2020 Belgian Corporate Governance Code as well as a risk management and internal control process. For more information on these, we refer to the separate Corporate Governance chapter in the Annual Report and to the Corporate Governance Charter on our website.
We acknowledge that adopting the Corporate Governance Code positively contributes to a better society by inspiring greater trust among our investors and other stakeholders. As we consider trust in our brand and our organization to be a crucial part of our strategy, we have also implemented a strict policy to prevent Insider Trading as well as a whistle-blowing procedure, both of which significantly reduce the risk of improper conduct or appearance thereof. We hereby also refer to page 57-58 of the Annual Report for more information on this policy and to the heading below on "Social responsibility initiatives" for more Information on this procedure.
We strive to maintain an open culture throughout the organization. Our Code of Conduct outlines the responsibilities for proper practices of both individuals and the organization. These contribute to the welfare of and respect for all stakeholders. Next to this, we have created an environment in which personal initiatives are highly appreciated. We are strongly convinced that our employees are best placed to identify local needs in which the JENSEN-GROUP can make a difference. We believe that our people live our value statement 'we think globally and act locally'. This has resulted in many different initiatives and activities on company-wide and local levels.
Education and training are highly valued at JENSEN-GROUP. As a result, relationships with local schools and local student initiatives are strongly encouraged. Before Covid-19 hit the world, several activities were being organized by local JENSEN organizations. This was unfortunately not possible in 2020.
The JENSEN-GROUP supported a large-scale charity initiative for families in vulnerable situations in Spain, donating non-perishable food that was donated to the food banks.
The JENSEN-GROUP holds integrity, honest business practices as well as lawful conduct amongst its topmost priorities. No business requirement can justify an illegal, unethical or unprofessional act. Our success in business depends upon maintaining the trust of our employees, company directors, shareholders, customers, suppliers and other commercial partners, as well as government authorities and the public at large. In order to achieve this, the JENSEN-GROUP has developed an Ethical Business Policy Statement that reflects our values and the ethical, legal and business expectations that we have towards all our employees and stakeholders. Any violation of the Ethical Business Policy might cause operational disruption, damage to reputation, and financial losses. Appropriate disciplinary actions will be imposed against any officer and employee who violate the Ethical Business Policy and Code of Conduct. To the best of our knowledge, no violation of the Ethical Business Policy and Code of Conduct has been observed within the JENSEN-GROUP hence no disciplinary actions have already been imposed on any officer or employee of the JENSEN-GROUP. The JENSEN-GROUP has not taken any remedial action so far towards a supplier nor had to stop a commercial relationship so far due to violation of the Ethical Business Policy and Code of Conduct or violation of human rights.
In order to secure effective compliance with the Ethical Business Policy Statement, the JENSEN-GROUP has developed a whistleblowing procedure and set up a Whistleblowing Hotline. The Whistleblowing Hotline is tested on a yearly basis and is available on our website: https://www.jensen-group.com/investor-relations/corporategovernance/whistleblowing-procedure.html. Until now, no issues were reported.
Next to that, the JENSEN-GROUP developed an Internal Control Process. We refer to the Corporate Governance Chapter, Risk Management and Internal Control, for more Information about our Internal Control Process.
Under the Belgian Companies and Associations Code, the members of the Board of Directors are required to give the Chairman prior notice of any agenda items in respect of which they have a conflict of interest with the Company, either direct or indirect, whether of a financial or other nature, and to refrain from participating in the discussions of and voting on those items. This is also a standard item on the agenda of each Board meeting. Two potential conflicts arose in the course of 2020 at the meetings of the Board of Directors that were held on March 12, 2020 and on April 9, 2020, during which the dividend proposal was discussed.
The minutes of the meetings are included below:
"On March 12, 2020 at 11.30 a.m., the Board of Directors of JENSEN-GROUP NV held a meeting at the office of JENSEN-GROUP NV, Bijenstraat 6 in 9051 Sint-Denijs-Westrem, Belgium.
The following invitees were attending:
Mr. Decaluwé presided. Mr. Vanderhaeghe acted as Secretary. The Chairman pointed out that notice of the meeting had been given by email of March 5, 2020, that all of the directors were present and that the meeting was thus validly constituted. The Chairman then suggested that the meeting consider the following items of business.
The Chairman informed the members of the Board that by letters dated March 12, 2020 and addressed to the Board of Directors and to the Corporation's statutory auditor, SWID AG, Cross Culture Research LLc and Mr. Jobst Wagner had given notice of a conflict of interest in relation to the item proposal for dividend. The letters were handed over to the Secretary for filing with the Board's records. Mrs. Anne Jensen and Messrs. Jesper Jensen and Jobst Wagner confirmed that they would abstain from discussion and the vote relative to that item on the agenda. The other members of the Board then confirmed that none of the items on the present agenda raised a conflict of interest.
Following a brief review of the items on the agenda by the Chairman and of the various documents relative to these items that were sent to the members of the Board, the Chairman then moved for a decision on the items that required approval of the Board and after discussion, the Board resolved as follows:
…
Presentation and approval Financial Statements 2019 JENSEN-GROUP NV and Consolidated Accounts 2019 JENSEN-GROUP – Preparation and approval of Report to Shareholders – Preparation and approval of Corporate Governance Statement - Proposal for dividend
The Chairman reviewed with the Board the draft financial statements and consolidated accounts of the Corporation for the year ended as at December 31, 2019, the proposal for the Report to the Shareholders on the Corporation's activities in the course of 2019 and the proposal for the payment of a dividend. The Chairman further reviewed with the Board the draft Corporate Governance Statement thereby noting, with the Board's concurrence, that the 2020 Code Corporate Governance is as of now the Corporation's reference code. Copies of the draft financial statements, the consolidated accounts, the Report to the Shareholders and the draft Corporate Governance Statement are annexed to these minutes as Appendix 1. The Chairman then recalled for the Board the discussion within the Audit and Risk Committee, as reported earlier in the meeting, on the proposed dividend payout in view of the COVID-19 crisis, the cash position impact resulting therefrom and the need, as suggested by the CEO, to revisit the decision of the Board in this respect in the event of worsening market conditions. At the suggestion of the Chairman, the Board resolved to adopt the following resolution:
"Upon a motion duly made, the Board of Directors resolved unanimously to approve the financial statements of the Corporation for the year ended as at December 31, 2019 and the proposal for the Report to the Shareholders on the Corporation's activities and the Corporate Governance Statement, as presented at this meeting and as annexed to the minutes of this meeting; resolved further that the Chairman and the Managing Director are authorized to amend such financial statements, Report and Statement if and when such amendments are necessary and provided such amendments are not material; resolved further that the Chairman and the Managing Director are authorized and directed to finalize and formally file the Corporation's financial statements." "Upon a motion duly made, the Board of Directors resolved unanimously to approve the consolidated accounts
for the year ended as at December 31, 2019 including the explanatory notes, as presented at this meeting and as annexed to the minutes of this meeting; resolved further that the Chairman and the Managing Director are authorized and directed to finalize such consolidated accounts and to amend such notes if and when such amendments are necessary and provided such amendments are not material."
"Upon a motion duly made, the Board of Directors resolved unanimously, but with Mrs. Anne Jensen and Messrs. Jesper Jensen and Jobst Wagner abstaining from the deliberation and vote, to approve the proposal for the payment of a dividend to the Corporation's shareholders in the amount of 1.00 Euro per share, payable as of May 31, 2020; resolved further to revisit the present resolution if and when the Board of Directors, in view of the COVID-19 crisis and acting upon advice from management, deems such action necessary in the best interest of the Corporation."
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There being no further business to discuss, the meeting was adjourned at 2. 50 p.m."
"On April 9, 2020 at 10 a.m. the Board of Directors of JENSEN-GROUP NV held a meeting via a video conference call by means of which all persons participating could see and hear one another.
▪ Inge Buyse bv, represented by Mrs. Inge Buyse
Mr. Decaluwé presided. Mr. Vanderhaeghe acted as Secretary. The Chairman pointed out that notice of the meeting had been given by email of March 31, 2020, that all the directors were present or represented and that the meeting was validly constituted. He then proposed that the meeting consider the following items of business.
The Chairman reminded the members of the Board that by letters dated March 12, 2020 and addressed to the Board of Directors and to the Corporation's statutory auditor, SWID AG, Cross Culture Research LLc and Mr. Jobst Wagner had given notice of a conflict of interest in relation to the item proposal for dividend on the agenda of the Board's meeting held on March 12, 2020. As that item is again on the agenda of today's meeting with a view towards revisiting the decision taken at the March 12 meeting, Mrs. Anne Jensen and Messrs. Jesper Jensen and Jobst Wagner confirmed that they would abstain from the vote relative to that item on the agenda. The other members of the Board then confirmed that none of the items on the present agenda raised a conflict of interest.
Following a brief review of the items on the agenda and of the various documents relative to these items that were sent to the members of the Board, the Chairman then moved for a decision on the items that required approval and after discussion, the Board proceeded as follows.
…
The Chairman referred the Board to the presentation and the Status Report Covid-19 to the Board of Directors that was sent with the notice to this meeting. He then invited Messrs. Jesper Munch Jensen and Markus Schalch to brief the Board on the situation in general and the major actions taken in connection with the Covid-19 outbreak, to comment on the various issues raised in connection therewith and to outline in detail the best-case and the worst-case scenario with respect to the forecast for 2020. Following the presentation by Messrs. Jensen and Schalch, the Board engaged in an extensive discussion of the report, of the corrective actions and of management's priorities for the year 2020.
In closing the discussion, the Chairman summarized, and the Board acknowledged, the challenge for management to manage well the major actions taken in the short term. These include, in essence, the review of the major working capital positions and the present closure and the future restructuring of PECs as set forth in the presentation. The Chairman further noted the high commitment from the Company's personnel in dealing with the current crisis as shown by, inter alia, the salary reductions which management reported as secured. He also recalled for the Board the discussion at its previous meeting on the proposed dividend payout in view of the Covid-19 crisis, the cash position impact resulting therefrom and the need to revisit the decision of the Board in the event of worsening market conditions.
The Board agreed that is in the best interest of the Corporation to focus on balancing capacity, on managing working capital and on preserving cash and liquidity and therefore the Board endorses management's proposal to cancel the payment of a dividend.
…
When invited by the Chairman, Mr. Jensen then shared his initial thoughts as to how to reset the organization in order to be competitive in the next "new normal" after Covid-19. During the discussion that ensued, the Board added some more areas to explore and asked the CEO to come back with an update at its next meeting.
At the suggestion of the Chairman, the Board then resolved to adopt the following resolutions:
"Upon a motion duly made, the Board of Directors resolved unanimously, but with Mrs. Anne Jensen and Messrs. Jesper Jensen and Jobst Wagner abstaining from the vote, to approve the cancellation of its proposal for the payment of a dividend to the Corporation's shareholders in the amount of 1.00 Euro per share, payable as of May 31, 2020, as resolved at its meeting held on March 12, 2020; resolved further to amend the agenda of the Annual Meeting of Shareholders accordingly."
...
There being no further business to discuss, the meeting was adjourned at 11.45 a.m."
Investments and capital expenditures in 2020 amounted to 2.8 million euro (9.0 million euro in 2019), consisting primarily of building repairs at JENSEN USA in the wake of hurricane Michael, extension of the building in Sweden and equipment and vehicles. Capital expenditures in 2019 consisted primarily of the increase in the shareholding in TOLON GLOBAL MAKINA Sanyi Ve Tikaret Sirketi A.S., Turkey, by 6.33% to 49%, building repairs at JENSEN USA in the wake of hurricane Michael, extension of the building in Sweden, purchase and extension of the Inwatec building and equipment and vehicles.
The Group expects capital expenditure in 2021 to be significantly higher than in 2020. The Group will invest primarily in a 40% increase in the shareholding in Inwatec ApS, Denmark, after having purchased 30% in 2018. Inwatec ApS announced a net income of 2.7 million euro in 2020. The JENSEN-GROUP does not expect a significant impact on the Group's consolidated revenues as most of the sales are already included in the JENSEN Sales and Services Centers. The impact on the financial position of the JENSEN-GROUP cannot be disclosed now as final discussions will be conducted in the near future.
In addition, the other important capex will be in building repairs at JENSEN USA and in machinery.
The Company uses derivative financial instruments to reduce its exposure to adverse fluctuations in interest rates and foreign exchange rates. It is the Company's policy not to hold derivative instruments for speculative and trading purposes.
At December 31, 2020, currency bought forward hedges existed in an amount of 1.7 million euro and currency sold forward hedges existed in an amount of 3.9 million euro. The Company also had an Interest Rate Swap (IRS) outstanding in amounts of 16.8 million DKK with maturity 2039 and a fixed rate of 0.4350%.
Provisions have been set up in respect of all claims that, based on prudent judgment, are reasonably accounted for . We keep track of all potential litigation and pending legal cases at Group level. In this chapter, we only cover cases against the Company or one of its subsidiaries. Pending issues per major category are:
Construction all risks claims:
▪ 2 claims in the EU
Product liability claims:
▪ 2 claims in the EU
▪ One ongoing case in the USA
Most of these claims are covered by insurance. Based on legal advice taken, management does not expect these claims to significantly impact the Group's financial position or profitability. Where management considers it probable that a liability will arise, the potential effect of the claim has been estimated and a provision has been made.
The number of employees at year-end has developed as follows:
| Number of employees | 1,239 | 1,660 |
|---|---|---|
JENSEN-GROUP does not perform fundamental research but undertakes continuous product development. These expenses in respect of the continued operations amounted to 5.5 million euro in 2020 (7.6 million euro in 2019). JENSEN-GROUP does not capitalize development expenses since its business reality makes it very difficult to distinguish product enhancements from adaptations to specific circumstances, and to define the future cash flows that will originate from these efforts. Furthermore, as the development expenses are relatively stable and are a continuous process, JENSEN-GROUP does not capitalize these efforts but expenses them as incurred. 2020 2019
The JENSEN-GROUP NV ("the Company") has adopted the 2020 Belgian Code on Corporate Governance (the "Code"), which is available on www.corporategovernancecommittee.be, as its reference code. The Company has implemented the Belgian Corporate Governance Code since 2004, has consistently reviewed the major requirements and evolution thereof, and regularly evaluates the degree of compliance within the JENSEN-GROUP. To the best of our knowledge and belief and subject to the comments on exceptions as explained hereinafter, the JENSEN-GROUP has been and remains compliant with the Code.
The Company has adapted its Corporate Governance Charter in accordance with the new Code and the Board of Directors has thereby adopted and published the following revised documents:
The Corporate Governance Charter can be found on our website www.jensen-group.com under the heading "Investor Relations/Corporate Governance," and is regularly reviewed and evaluated by the Board of Directors. The Corporate Governance Charter is part of the day-to-day proceedings of the Company's Board of Directors and Board Committees and has been and remains to the best of our knowledge and belief compliant with the Code.
According to the "comply or explain" principle, the Company may deviate from the Code provided it duly explains the reasons for such deviation, which could be linked to the Company's nature, organization and/or size. Based on its internal risk assessment as well as on the size of its operations, the Company has outsourced the internal audit function to external parties and does not have an internal audit staff because:
For these reasons, the Company's Audit and Risk Committee has concluded that an in-house internal audit function would not be an effective function. Instead, the Audit and Risk Committee develops internal audit priorities in consultation with the external auditor and on the basis of a risk analysis and retains an independent outside audit firm for specific internal audit projects. This approach is considered more effective than an in-house internal audit function. The Audit and Risk Committee can outsource the internal audit activity to a locally competent internal audit service provider.
The professional qualifications and duties of the Directors to be (re-)appointed were not stipulated in the invitation and notices to the next Annual Shareholders' Meeting given that these qualifications have already been published in several press releases and annual reports as including broad international experience as well as operational and financial knowledge that is adequate to function in an audit and risk committee or nomination and remuneration committee.
The Company has no formal arrangement for, and therefore does not regularly assess, the interaction between the non-executive Directors and the Executive Management. In practice, the CEO and CFO always attend Board and Board Committee meetings, while the non-executive Directors can meet the executive managers at wish by visiting locations or requesting a separate meeting to discuss specific topics. In addition, the non-executive Directors have the opportunity to meet at least once a year in the absence of the CEO and the other executives.
The main terms and conditions of the contracts of the CEO and the other executives are approved by the Board of Directors further to the advice of the Company's Nomination and Remuneration Committee. The Board of Directors may include provisions that would enable the Company, and that would specify the circumstances where it would be appropriate, to recover variable remuneration paid or to withhold the payment of variable remuneration, insofar as enforceable by law. Based on a comparison of market data that we believe reflect the current thinking about balanced compensation, the Nomination and Remuneration Committee hereby applies between 20% - 60% variable remuneration depending on the level of function. The contracts also contain specific provisions relating to early termination.
Within the JENSEN-GROUP, neither the non-executive board members nor the executives receive any remuneration in the form of shares in the Company. The Company has had a long-standing practice in setting its remuneration policy based on an alignment of annual objectives and actions with the long-term value creation and sustainability objectives of its shareholders and other stakeholders. The Board of Directors and the Nomination and Remuneration Committee have applied that policy consistently and with good result over the past ten years. The performance record of the Company during that period underscores this. The Board of Directors, further to the advice of the Nomination and Remuneration Committee, has considered that the grant of shares in the Company would run counter to this policy and thus decided against such grant.
For the same reason, the Board of Directors does not apply the principle of setting multiple year targets and spreading the pay-out of variable remuneration as provided in the Law of April 6, 2010. This deviation was approved by the shareholders for the first time in May 2014 and renewed most recently at the shareholders annual meeting of May 2020.
The information found in the Company's Corporate Governance Charter is provided "as is" and is solely intended for clarification purposes. The recommendations and policies found in the Corporate Governance Charter are in addition to, and not intended to change or interpret, any law, regulation, or the Certificate of Incorporation or Bylaws of the Company. By adopting the revised documents included in the Corporate Governance Charter, the Company does not enter into any obligation or contractual or unilateral commitments whatsoever and these documents are instead intended as guidelines in the day-to-day operations of the Company. Competences and tasks attributed to the Board of Directors are to be seen as enabling clauses, not as mandatory rules or compelling lines of conduct.
In accordance with the relevant provisions of the Law of December 17, 2008 on the establishment of an audit committee and of the Law of April 6, 2010 on the enhancement of corporate governance, the Company has adopted and implemented a risk management and internal control process.
The following description of this process is based on the Integrated Internal Control Framework and the Enterprise Risk Management Framework as published by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
The Board of Directors supervises the proper functioning of the risk management and internal control process through the Audit and Risk Committee. The Board of Directors has delegated to the Executive Management Team the tasks of implementing a risk management process and internal control system and of reporting back to the Board of Directors on both topics at regular intervals.
Based on a framework model prepared by an external consultant, the JENSEN-GROUP Executive Management Team has developed a risk map describing the financial, operational, strategic and legal risks. Prepared for the first time in 2008 and reviewed on a regular basis, this map outlines and evaluates the probability of the different risks occurring, the impact of such occurrence on the results, and the measures to mitigate the risk exposure. The Executive Management Team presents the conclusions of this risk management exercise to the Audit and Risk Committee and to the Board of Directors, which discusses the significant risks and changes in risks with management on an as needed basis but at least once a year.
The Executive Management Team discloses, on a quarterly basis, a certain number of risk areas as reported during the quarterly review process by the reporting entities. The Executive Management Team then re-examines those risks, formulates mitigation approaches, and looks at various ways to transfer, for areas of continuing material risk exposure to the Company, the risks to third parties.
Internal control is a process that is defined and has to be followed by the Board of Directors, management, and other personnel, and that is designed to provide reasonable assurance regarding the achievement of objectives in the following categories: a) strategic – high-level goals, aligned with and supporting its mission; b) effectiveness and efficiency of operations; c) reliability of financial reporting; and d) compliance with laws and regulations.
The Board of Directors and the Executive Management Team have approved and adopted the JENSEN-GROUP Ethical Business Statement (hereinafter referred to as "the Statement"). The Statement sets forth the JENSEN-GROUP's mission and ethical values, describes the JENSEN-GROUP's rules of conduct, and lists the transactions that are permissible between the JENSEN-GROUP and third parties to the extent that these transactions are not covered by the legal provisions on conflict of interest. Implementation and application of the Statement is mandatory for all companies of the JENSEN-GROUP. A review of the Statement is integrated into every training session that is organized. The Statement is available on the corporate website www.jensen-group.com under the heading "Investor Relations/ Corporate Governance."
In addition, the JENSEN-GROUP has developed a whistleblowing procedure that is available to all stakeholders on its corporate website under the heading "JENSEN-GROUP Whistleblowing Procedure."
The JENSEN-GROUP consists of several entities which are closely monitored by local management teams. The JENSEN-GROUP headquarters further monitors the local management teams through quarterly operational and financial reviews. In addition, the Company's Group Control and Reporting function reviews the different entities on a quarterly basis.
The JENSEN-GROUP monitors its business with a view towards achieving a certain level of Return on Capital Employed (ROCE).
The local management teams are responsible for implementing the JENSEN-GROUP Procedures and Guidelines.
All applicable IFRS accounting principles, guidelines and interpretations are incorporated in the accounting manual, which is updated on a regular basis and which is part of the JENSEN-GROUP Procedures and Guidelines. The JENSEN-GROUP Procedures and Guidelines are available on the JENSEN-GROUP intranet and accessible to all local management and staff. Additional reporting is undertaken as requested by management and/or the Audit and Risk Committee and is, where appropriate, included in the accounting manual.
The Financial Managers of the JENSEN-GROUP meet at regular intervals. During each such meeting, the Financial Managers are informed of relevant changes in IFRS. Training is provided on an as-needed basis to ensure a correct implementation of such changes.
All JENSEN-GROUP companies are converting to the same ERP system over a set timeframe. All companies use the same software to report the financial data for consolidation purposes.
The JENSEN-GROUP management has introduced, after discussion with the Audit and Risk Committee, a set of key controls to provide reasonable assurance about the reliability of financial reporting and of the financial statements made available to external parties starting in 2009. Local management has implemented these key controls, which are reassessed from time to time and amended if necessary. Compliance with key controls at local level is also checked periodically.
To ensure the accuracy of the reported data, the JENSEN-GROUP Controlling and Reporting function reviews on a quarterly basis the financial accuracy, the consistency with the budget or forecast, and the deviations from the budget, forecast or previous year together with related explanations, of all data submitted for consolidation. The JENSEN-GROUP management then ensures proper follow-up on, and actions in response to, any such deviations from the budget, forecast or previous year.
Monitoring is performed during the quarterly Business Board Reviews, which include a financial review that specifically focuses on major changes in P&L and balance sheet items, deviations from budgets or forecasts, and consistency in applying IFRS rules. The internal control system is monitored on a quarterly basis.
Management's monitoring of internal controls is performed on a continuous basis. The performance of the individual companies of JENSEN-GROUP is measured and compared to budgets or forecasts and to figures of previous years, which may identify anomalies indicative of a control failure. Failures are promptly remedied.
For consolidation purposes, all JENSEN-GROUP companies are audited or reviewed by the same accounting firm, and significant risk factors are reviewed consistently in the external audits of the different subsidiaries. The external auditor reports twice a year to the Audit and Risk Committee on the findings of such audits or reviews and on any significant issues.
Relevant findings by the Internal Audit (which is outsourced as described above) and/or the Statutory Auditor are reported to both the Audit and Risk Committee and to the management concerned. Periodic follow-up is performed to ensure that corrective action has been taken.
All relevant financial information is presented to the Audit and Risk Committee and to the Board of Directors so as to enable both to analyze the financial statements. Prior to any external reporting, all press releases and other financial information are subject to:
The Company's Audit and Risk Committee believes that an in-house internal audit function is not the most effective and efficient way to perform audit work within the JENSEN-GROUP. The Audit and Risk Committee has therefore developed, in consultation with the external auditor and on the basis of a risk analysis, an internal audit plan and retains an independent outside audit firm for specific internal audit projects. The Audit and Risk Committee outsources the internal audit activity to a locally competent audit service provider.
In 2020, a service satisfaction survey was performed for customers in the Nordics, Switzerland, Austria and Germany to assess the degree of satisfaction with the services provided by the SSC.
Significant results from prior internal audit reports are regularly reviewed with respect to progress until the related issues are fully resolved.
The JENSEN-GROUP Controlling provides management with transparent and reliable management information in a form and timeframe that enables management to effectively carry out its responsibilities.
Every year, the JENSEN-GROUP Controlling prepares a financial reporting calendar in consultation with the Board of Directors and the Executive Management Team. This calendar is designed to allow accurate and timely reporting to external stakeholders.
Condensed consolidated half-year information is reported in August and the full Annual Report is published at year-end. Prior to any external reporting, all press releases and other financial information are subject to appropriate controls by the JENSEN-GROUP headquarters, to a review by the Audit and Risk Committee, and to approval by the Board of Directors.
The members of the Board of Directors are appointed by a simple majority vote of the shareholders during the Annual Shareholders' Meeting.
The Company Bylaws allow for appointment by cooptation, which is considered a transitional arrangement whereby the Director-elect completes the mandate of the outgoing Director as opposed to taking on a new mandate. For this reason, the transition period is not considered a mandate for the purpose of the independence rule review, where the Company looks at total years of service on the Board of Directors.
The Company´s Bylaws require the Board of Directors to have at least three, but not more than eleven, members. Board members are elected for terms of office of no more than four years.
The Company´s Bylaws are supplemented by the Charter of the Board of Directors, which outlines and details the Board's role and responsibilities. This Charter is revised from time to time and includes the following major chapters:
For more details, please consult our website www.jensen-group.com under the heading "Investor Relations/Corporate Governance."
As it has consistently done in the past, the Company selects its Board members in a manner that allows for a balance in the profiles of the different Directors. The Company hereby seeks to ensure a balance between, in particular, executive and non-executive Directors, Directors representing shareholders and independent Directors, and in respect of Directors' professional backgrounds, experience and gender. A majority of the members of the Board of Directors is not related to the Company's controlling shareholders.
The composition of the Board of Directors of the Company, the attendance records of the individual Directors, and the remuneration packages of the individual Directors, are as follows:
| Name | Function | Indep. | Term | Attendance | Committee | Attendance | Remuneration |
|---|---|---|---|---|---|---|---|
| GOBES c.v.1 | Chairman | Expiry 2020 |
Board 100% |
NRC | committees 100% |
37,500 | |
| represented by Mr. Raf Decaluwé | |||||||
| YquitY bv4 | Chairman | V | 2024 | 100% | NRC | 100% | 100,000 |
| represented by Mr. Rudy Provoost | |||||||
| SWID AG2 | Director | 2021 | 100% | - | |||
| represented by Mr. Jesper Munch Jensen | |||||||
| TTP bv1 | Director | 2021 | 100% | ARC | 100% | 51,750 | |
| represented by Mr. Erik Vanderhaegen | NRC | 100% | |||||
| Mr. Jobst Wagner 1 | Director | V | 2023 | 100% | NRC | 100% | 58,500 |
| ARC | 100% | ||||||
| Inge Buyse bv1 | Director | V | 2023 | 67% | ARC | 75% | 41,000 |
| represented by Mrs. Inge Buyse | |||||||
| Cross Culture Research LLC³ | Director | 2022 | 100% | 33,000 | |||
| represented by Anne Munch Jensen | |||||||
| Total remuneration Board of Directors | 321,750 | ||||||
| 1: Non-executive director | |||||||
| 2: Executive director, CEO, representing the reference shareholder | |||||||
| 3: Non-executive director, representing the reference shareholder | |||||||
| 4: Non-executive director, Chairman as from May 19, 2020 | |||||||
| ARC: Audit and Risk committee | |||||||
| NRC: Nomination and Remuneration Committee |
Gobes Comm.V., represented by Mr. Raf Decaluwé. Mr. Decaluwé is the former CEO of the Bekaert Group. He held senior positions at Black & Decker and Fisher Price Toys prior to joining the Bekaert Group. Mr. Decaluwé is a Board member or advisor in various companies. Mr. Decaluwé retired on May 19, 2020 as he elected not to renew his mandate. The Board of Directors would like to express its sincere thanks and appreciation to Mr. Decaluwé for his highly valued contribution to the development and success of the JENSEN-GROUP during his 18 years' tenure as Chairman.
YquitY bv, represented by Mr. Rudy Provoost. Mr. Provoost holds a master in psychology from the university of Ghent and a master in management from Vlerick Business School. He has held senior leadership positions with Royal Philips in The Netherlands, where he was a member of the Board of Management and CEO of, successively, Philips Consumer Electronics and Philips Lighting, as well as with Rexel in France, where he served as CEO and Chairman of the Board of Directors. Mr. Provoost is currently a member of the Supervisory Board of Randstad, as well as a member of the Board of Directors of Elia Group and Vlerick Business School. Mr. Provoost is Chairman of the Board from May 19, 2020.
SWID AG, represented by Mr. Jesper Munch Jensen. Mr. Jensen is the CEO of the JENSEN-GROUP.
TTP bv, represented by Mr. Erik Vanderhaegen. Mr. Vanderhaegen is the former CFO of the JENSEN-GROUP. He is currently CFO of Biobest Group. Before that, he was a certified auditor, M&A manager at Greenyard and corporate tax, audit and M&A manager at Bekaert NV.
Mr. Jobst Wagner. Mr. Wagner is Chairman and co-owner of the globally active Rehau Industrial Group. He holds several other positions such as Chairman and co-owner of Four W Holding and is the Founder and Chairman of LARIX Foundation. Mr. Wagner resides in Bern, Switzerland.
Inge Buyse bv, represented by Mrs. Inge Buyse. Mrs. Buyse is CEO of AZ Groeninge. Prior to assuming her current role, she held CEO positions in Sapa, Koramic Roof Tiles and Telindus. Mrs. Buyse is also a Board member of RealDolmen and of the Flemish Symphony Orchestra.
Cross Culture Research LLC, represented by Mrs. Anne M. Jensen. Mrs. Jensen was raised in Europe and educated in the United States, where she studied cross-cultural communication. Mrs. Jensen began her career as a business analyst and later started her own wholesale and consulting company selling fine art for children and specializing in hospitals. Mrs. Jensen then returned to her original field of developing and teaching cross-cultural curricula and is currently an independent consultant offering qualitative market research with an emphasis on identifying culturally-patterned user behavior.
Werner Vanderhaeghe bv, represented by Werner Vanderhaeghe. Mr. Vanderhaeghe, a Senior Partner at the law firm Pierstone in Brussels, Belgium, is the Company Secretary and acts as General Counsel of the JENSEN-GROUP. Before that, Mr. Vanderhaeghe was a Partner at the international law firm White & Case LLP and held General Counsel positions at the Bekaert Group and the Agfa-Gevaert Group.
The Board of Directors held five meetings in 2020. The topics of discussion at these meetings included:
Depending on the items on the agenda, members of the JENSEN-GROUP Executive Management Team were invited to the meetings of the Board of Directors and of the Board Committees.
The Board of Directors and the Board Committees conduct from time to time a self-evaluation exercise to determine their effective functioning. This process includes the completion by all Board and Board Committee members of a self-evaluation questionnaire, after which the Group General Counsel or an external party summarizes the results, trends and comments from the individual replies. The summaries focus on the contribution of the Board of Directors and the Board Committees to the Company and specifically on areas where the Board or the Executive Management believes the Board or its Committees could improve. The results, trends and comments are then discussed within the Board of Directors, after which action points are derived and implemented.
In addition, informal individual assessments of the Board members are made on an ongoing basis during Board meetings. In 2019, the Board of Directors conducted a self-evaluation exercise, the results of which were discussed during the Board meeting of March 2020. The Board of Directors hereby assessed the Board's overall performance as good and effective.
Until May 19, 2020, the Nomination and Remuneration Committee consisted of Gobes Comm.V., represented by Mr. Raf Decaluwé, acting as Chairman of the Committee, of YquitY bv, represented by Mr. Rudy Provoost, and of Mr. Jobst Wagner. As from May 19, 2020, YquitY bv, represented by Mr. Provoost, has acted as Chairman of the Committee. On August 11, 2020, TTP bv, represented by Mr. Erik Vanderhaegen, joined the Nomination and Remuneration Committee.
Two of the three members of the Committee qualify as independent Directors.
The Nomination and Remuneration Committee met three times in the course of 2020. The topics of discussion at these meetings included:
In 2019, the Nomination and Remuneration Committee conducted a self-evaluation exercise, the results of which were discussed, together with the proposed action points for improvement, during the Nomination and Remuneration Committee meeting of March 2020. The Committee hereby rated its overall performance at the no improvement level, indicating firm agreement with the principal components of effective governance.
The Nomination and Remuneration Committee uses its Charter as its terms of reference. The Charter can be found on our website www.jensen-group.com under the heading "Investor Relations/Corporate Governance" and covers:
The Audit and Risk Committee consists of TTP bv, represented by Mr. Erik Vanderhaegen, acting as Chairman of the Committee, of Inge Buyse bv, represented by Mrs. Inge Buyse, and of Mr. Jobst Wagner.
Two of the three members of the Committee qualify as independent Directors.
The Audit and Risk Committee met four times in the course of 2020. Two meetings were held in the presence of the external auditor PwC, represented by Mrs. Lien Winne. The topics of discussion at these meetings included:
In 2020, the Audit and Risk Committee conducted a self-evaluation exercise, the results of which will be discussed during the Audit and Risk Committee meeting of March 4, 2021.
The Audit and Risk Committee uses its Charter as its terms of reference. The Charter can be found on our website www.jensen-group.com under the heading "Investor Relations/Corporate Governance" and covers:
Senior management attends each Audit and Risk Committee meeting in part, with the remainder of the meeting reserved for an executive session with the external auditor for the Committee members only.
As required under the Belgian Companies and Associations Code, the members of the Board of Directors are expected to give the Board Chairman prior notice of items on the agenda in respect of which they have a direct or an indirect conflict of interest with the Company, either of a financial or other nature, and to refrain from participating in the discussion and vote on those items. The Board of Directors and the Board Chairman constantly monitor potential conflicts of interest that do not fall within the definition as set forth by the Belgian Companies and Associations Code. The review of a potential conflict of interest is a standard item on the agenda of each meeting of the Board of Directors.
Two potential conflicts arose in the course of 2020 at the meetings of the Board of Directors that were held on March 12, 2020 and April 9, 2020. During these meetings, the dividend proposal was discussed.
In case of doubt, written confirmation of the reasons for the absence of a conflict of interest as more broadly defined is sought from the Director or the senior executive involved.
The Company has had a longstanding policy on insider trading and the prevention of improper conduct or appearance in that regard. Following the recent introduction of new EU legislation and applicable regulations on market abuse, the Board of Directors has revised its guidelines on the subject as set forth in a Protocol to prevent Market Abuse.
The purpose of this Protocol is, inter alia, to inform:
The Company requires a signed statement from all those concerned, acknowledging that they have read the Protocol to prevent Market Abuse, that they understand its content and that they agree to comply with its provisions.
Notwithstanding the above, all trading in the Company's shares requires prior authorization from the Compliance Officer. In addition, all Directors and members of the Executive Management Team are required to inform the Compliance Officer on a quarterly basis of any trading respectively to confirm any non-trading in the Company's shares. Mrs. Scarlet Janssens is the Compliance Officer of JENSEN-GROUP NV. As of December 31, 2020, the members of the Board of Directors and the Executive Management Team jointly held 18,305 shares. Next to this, Mrs. Anne Munch Jensen and Mr. Jesper Munch Jensen indirectly own shares in JENSEN-GROUP NV, see Note 8 – Equity. No warrants are outstanding.
The Policy to prevent Insider Trading and the relevant provisions of the Protocol to prevent Market Abuse are included in the Charter of the Board of Directors. The Charter can be found on our website www.jensengroup.com under the heading "Investor Relations/Corporate Governance."
In 2005, the Bylaws of the Company were amended so as to authorize the Board of Directors to delegate its powers of day-to-day management to an executive committee in conformity with art. 7:104 (previously art. 524 bis) of the Belgian Companies and Associations Code. The Board of Directors has not acted on that authorization to date.
In the course of 2009, an Executive Management Team was appointed. The Executive Management Team consists of the Chief Executive Officer (CEO), the Chief Financial Officer (CFO), the Chief Sales Officer & Innovation (CSO) and the Chief Information Officer (CIO). The CEO chairs the Executive Management Team meetings.
The Executive Management Team is responsible for:
The Executive Management Team meets at least every quarter and consists of:
From left to right: Mr. Fabian Lutz, Mr. Martin Rauch, Mr. Markus Schalch, Mr. Jesper Munch Jensen.
Mr. Jesper Munch Jensen, permanent representative of SWID AG, started his career at Swiss Bank Corporation and worked as a stockbroker on the Swiss Stock Exchange (1984-1987). After obtaining an MBA degree from Lausanne Business School, he joined JENSEN-GROUP as an Assistant General Manager of JENSEN Holding (1991). Mr. Jensen became CEO of the JENSEN-GROUP in 1996.
Mr. Fabian Lutz holds graduate degrees in Project Management and Telematics/Information as well as a certificate of advanced studies in Business Intelligence from the Bern University of Applied Sciences. Following his practical training as federally qualified mechanic and automation engineer at Landis & Gyr (now Siemens) in Zug/Switzerland, Mr. Lutz joined the JENSEN-GROUP in 1999 as IT manager for its operations in Switzerland. Mr. Lutz was appointed Head of ICT for the JENSEN-GROUP in 2008. He has been acting as CIO of the JENSEN-GROUP since January 2020.
Mr. Martin Rauch holds a Bachelor of Science degree in Electrical Engineering. After his studies in 1989, he joined JENSEN AG Burgdorf and held various positions in the technical and commercial areas. Mr. Rauch became General Manager of JENSEN AG Burgdorf in 2003 and Managing Director of JENSEN SWEDEN AB following the formation of the Garment Technology Business Unit in 2006. Mr. Rauch joined the Executive Management Team in 2009 and held various functions. He was nominated as Chief Sales Officer in 2017.
Mr. Markus Schalch holds a Master of Arts in Finance and Accounting from the Hochschule St. Gallen. He started his career in an audit firm, where he worked for two years prior to joining the Alstom Group in various finance positions. In 2000, Mr. Schalch joined a leading Swiss telecommunication firm where he became CFO of Swisscom Systems Ltd. (2002-2004) and was then appointed CFO of Swisscom Solutions AG (2005 till August 2007). Mr. Schalch joined the JENSEN-GROUP in September 2007 as CFO.
The remuneration policy of the Company is intended to attract and retain the qualified and talented employees that are needed to support the long-term development and growth of the Company.
By offering a competitive compensation package, the Company seeks to stimulate individual performance and to align the individual interests of its employees with those of the shareholders and other stakeholders.
The Company provides information regarding its remuneration policy for one year only as variable remuneration is part of the annual budget review process, whereby the budget is first evaluated in the context of the strategic plan and variable compensation is based on a full payout in the year in which the compensation is earned. To that effect, the Company's shareholders approved and extended an exemption from the Law on Corporate Governance of April 6, 2010 and its requirement to spread objectives and variable compensation payments over several years.
We believe that spreading out variable compensation has more disadvantages than advantages. The JENSEN-GROUP's focus is certainly on long-term strategic performance, and the Company sets internal milestones to evaluate progress and performance on at least an annual basis.
The compensation packages of the Board of Directors, CEO and Executive Management Team are reviewed by the Nomination and Remuneration Committee and approved by the Board of Directors. The shareholders approved the remuneration policy by unanimous vote at the Annual Meeting held on May 19, 2020.
The market conformity of the compensation packages of the Board of Directors and the Executive Management Team is periodically checked with the support of external, independent advisors.
The remuneration of the non-executive Directors is based on their responsibilities and their specific tasks within the Board of Directors. With the exception of the Board Chairman, the fees for non-executive Directors consist of a fixed remuneration of 17,000 euro and an attendance fee of 3,000 euro per Board meeting or 1,000 euro if the meeting is by telephone. Members of Board Committees receive a fixed fee of 7,500 euro per year and an attendance fee of 1,500 euro per meeting. The Chairman of the Board of Directors in turn receives a fixed fee of 100,000 euro per year, which is deemed to correspond to the actual services to be rendered. Directors do not receive any variable compensation and the CEO does not receive any compensation as a member of the Board of Directors. In 2020, the total fees paid to Board members and members of the Board Committees amounted to 321,750 euro, which is within the amount of 400,000 euro approved by the shareholders.
In 2020, Cross Culture Research LLC, represented by Mrs. Anne M. Jensen invoiced 2,800 USD to JENSEN AG Burgdorf for editorial services.
Mr. Jobst Wagner owns 16,805 shares. Mrs. Anne M. Jensen and Mr. Jesper Munch Jensen indirectly own shares in JENSEN-GROUP NV, see Note 8 – Equity.
The Nomination and Remuneration Committee prepares all recommendations relating to the appointment and the remuneration of the Executive Management Team based on proposals made by the CEO. The Committee discusses in detail the remuneration policy, the pay levels and the individual performance evaluations of members of the Executive Management Team. The external auditor reviews the conformity of the remuneration paid to the Executive Management Team with the amounts proposed by the Nomination and Remuneration Committee and approved by the Board of Directors. The shareholders approved the remuneration report by unanimous vote at the Annual Meeting held on May 19, 2020.
The remuneration of the Executive Management Team is composed of a base salary and of variable compensation that is paid out in cash or used for pension plan contributions depending on the managers' country of residence, life insurance, other customary insurances, and benefits. Appointments of certain subsidiaries to the Board of Directors can also be remunerated. Executive managers are provided with all resources necessary to perform their duties.
The variable compensation part of the remuneration of the Executive Management Team members is targeted at 20% to 30% of the annual base salary, except in the case of the CEO, for whom the variable compensation is targeted at a level of up to 60% of the annual base salary. No variable compensation is paid below a minimum performance threshold of 85% while in case of overperformance, variable compensation is capped at 130%. The variable remuneration of the CEO and the Executive Management Team is based on performance against the following objectives:
The JENSEN-GROUP targets are defined by the Board of Directors following review and discussion in the Nomination and Remuneration Committee. The targets are defined as part of the annual budget review process, whereby the budget is evaluated in the context of the strategic plan.
For 2020, the JENSEN-GROUP targets were set on the basis of the operating profit and working capital as percentage of turnover.
During the Annual Meeting held on May 19, 2020, the shareholders approved an extension of the exemption from the Law on Corporate Governance of April 6, 2010 and in particular from its requirement to spread objectives and variable compensation payments over several years during a term of five years expiring at the Annual Meeting of May 2024.
Where pension plans are customary, the Executive Management Team participates in such pension plans.
As set forth in the above section on Remuneration of the Board of Directors, the CEO does not receive any compensation as a member of the Board of Directors.
Total gross salaries paid to the Executive Management Team, including the CEO, in the course of 2020 amounted to 1,633,704 euro. As required by the Belgian Company Code, salaries of the members of the Executive Management Team are disclosed on an individual basis. The total amount is composed as follows:
| 2020 | 2020 | 2020 | 2020 | 2019 | 2019 | |
|---|---|---|---|---|---|---|
| In euro | CEO | CFO | CIO | CSO | CEO | EMT, excluding CEO |
| Basic remuneration | 301,551 | 159,029 | 301,551 | 941,848 | ||
| Invoiced services | 743,197 | 681,353 | ||||
| Variable remuneration | 0 | 29,431 | 15,883 | 20,602 | 245,125 | 260,660 |
| Fixed expenses | 11,212 | 4,485 | 11,212 | 21,874 | ||
| Fringe benefits | 4,541 | 4,664 | 4,933 | 28,602 | ||
| Pension plan | 10,668 | 0 | 10,745 | 53,480 | ||
| Total | 743,197 | 357,403 | 184,061 | 349,043 | 926,478 | 1,306,464 |
As described above, the composition of the Executive Management Team changed as of January 1, 2020.
The basic remuneration includes the salaries of the members of the Executive Management Team and represents their total fixed compensation before local taxes and obligatory pension contributions. The basic remuneration includes the remuneration received for appointments to the Board of Directors of certain subsidiaries.
The CEO invoices his services through the separate company SWID AG. The amounts disclosed above consist of the amounts, totaling 743,197 euro (926,478 euro in 2019), that SWID AG invoiced to the Company. Invoiced services include basic remuneration, variable remuneration, fixed expenses, fringe benefits and pension plans.
The variable remuneration is based on performance against objectives as described above. The amount paid out in 2020 was based on the performances of 2019. Depending on the applicable legislation and on the employee's preferences, the variable remuneration is paid out in cash, into the employees' pension plan, or in the form of other benefits.
Fixed expenses relate primarily to representation allowances.
The fringe benefits include the value of the employees' company cars and of the related car insurance premiums.
The pension plan is the contribution of the employer to a pension plan above contributions required by law. Three managers participate in a defined benefit plan.
The Nomination and Remuneration Committee discusses all individual salaries and checks whether the remuneration paid is in line with market conditions. The market conformity of compensation packages is periodically checked with the assistance of external, independent advisors. The Board of Directors approves the remuneration amounts and the shareholders approve the remuneration report.
The agreements with respect to termination of senior managers vary from country to country, subject to the locally applicable legislation. Legal regulations apply in countries where there is a legal framework, while a severance payment of up to, but not exceeding, two years' salary is granted for countries where there is no legal framework. Mr. Jesper Munch Jensen has a severance pay arrangement of 18 months, which is deemed in line with current market practice based on periodic reviews by the Nomination and Remuneration Committee of the market conformity of the compensation packages of the Executive Management Team. There has been no termination of a senior manager in 2020.
There are no change of control clauses included in the management contracts. Two managers have a two-year non-compete clause exercisable at the request of the Company. No special compensation is given in the event of voluntary departure.
No loans have been granted to members of the Executive Management Team. No unusual transactions or conflicts of interest have occurred.
The Executive Management Team holds a total of 1,500 shares in the following manner:
No warrants are outstanding and there are no stock option plans.
The annual change of remuneration, of the performance of the Company and of the average remuneration on a full-time equivalent basis of employees (excluding Board of Directors and Executive Management Team) over the five last years is as follows:
| (in thousands of euro) | 2020 | 2019 | 2018 | 2017 | 2016 |
|---|---|---|---|---|---|
| Total remuneration excluding | 82,491 | 102,089 | 103,944 | 105,961 | 96,897 |
| BoD and EMT | |||||
| Number of employees | 1,239 | 1,660 | 1,634 | 1,725 | 1,518 |
| Avg remun. on a FTE basis of | 67 | 61 | 64 | 61 | 64 |
| the employees (excl. BoD, | |||||
| EMT) | |||||
| Consolidated result attributable | 7,602 | 15,712 | 19,108 | 21,106 | 17,119 |
| to equity holders |
The ratio between the highest remunerated executive and the least remunerated employee within the Company is 1% with the caveat that the basis for calculating this ratio is global and includes many different countries, functions and roles and that overall, the Company has embedded the Social Corporate Responsibility principles in its business model.
Based on the result of the past year and on the current financial situation, the Board of Directors will propose an appropriate dividend.
The following are the major shareholders of the Company:
JENSEN INVEST A/S: 54.4% Lazard Frères Gestion SAS: 5.2% Free float: 40.4%
The voting rights are described in note 8 - Equity.
The JENSEN-GROUP does not own any treasury shares and there is no repurchase program.
There is no agreement between the reference shareholders listed above.
The Statutory Auditor is PwC Bedrijfsrevisoren bv, represented by Mrs. Lien Winne.
The Statutory Auditor received worldwide fees of 417,400 euro (excl. VAT) for auditing the statutory accounts of the various legal entities and the consolidated accounts of the JENSEN-GROUP. Apart from its mandate, the Statutory Auditor received during 2020 additional fees of 60,376.01 euro (excl. VAT), of which 2,000 euro was invoiced to JENSEN-GROUP NV. The JENSEN-GROUP has appointed a single audit firm for the audit of the consolidated financial statements.
As at December 31, 2020, the issued share capital of the Company was 30.7 million euro, represented by 7,818,999 ordinary shares without nominal value.
There are no preference shares.
The Bylaws of the Company allow the purchase of own shares. The JENSEN-GROUP does not hold any treasury shares.
Pursuant to article 74, §6 of the Law of April 1, 2007 on takeover bids, JENSEN INVEST A/S disclosed to both the FSMA and to JENSEN-GROUP NV that, as at September 1, 2007, it held in concert more than 30% of the shares with voting rights in JENSEN-GROUP NV.
Further details of the shareholders' notification are disclosed in note 8 - equity.
The Board proposes to the Annual Shareholders' meeting to approve a dividend of 0.25 euro per share. The dividend proposal is based on the strong financial position at year-end. The dividend pay-out will amount to 1,954,749.75 euro, based on the number of shares outstanding as at December 31, 2020.
JENSEN-GROUP NV reported in its statutory accounts a net loss of -415,139.60 euro. The Board of Directors proposes to appropriate this result as follows:
| In euro | |
|---|---|
| Result of the year | -415,139.60 |
| Dividend | -1,954,749.75 |
| Appropriation to retained earnings | -2,369,889.35 |
This brings the total amount of retained earnings to 61,705,752.44 euro.
There are no significant post-balance sheet events.
Ghent, March 4, 2021
YquitY bvba SWID AG Represented by Mr. R. Provoost Represented by Mr. J. Jensen Chairman Director
We hereby certify, to the best of our knowledge, that the consolidated financial statements as of December 31, 2020, prepared in accordance with International Financial Reporting Standards, as adopted by the European Union, and with the legal requirements applicable in Belgium, 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 taken as a whole, and that the management report includes a fair review of the development and performance of the business and the position of the Company and the entities included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.
Jesper M. Jensen Markus Schalch Chief Executive Officer Chief Financial Officer
We present to you our statutory auditor's report in the context of our statutory audit of the consolidated financial statements of JENSEN-GROUP NV (the "Company") and its subsidiaries (jointly "the Group"). This report includes our report on the consolidated financial statements, as well as the other legal and regulatory requirements. This forms part of an integrated whole and is indivisible.
We have been appointed as statutory auditor by the general meeting d.d. 19 May 2020, following the proposal formulated by the board of directors and following the recommendation by the audit committee. Our mandate will expire on the date of the general meeting which will deliberate on the annual accounts for the year ended 31 December 2022. We have performed the statutory audit of the Company's consolidated accounts for 19 consecutive years.
We have performed the statutory audit of the Group's consolidated accounts, which comprise the consolidated statement of financial position as at 31 December 2020, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated cash flow statement for the year then ended, and notes to the consolidated accounts, including a summary of significant accounting policies and other explanatory information, and which is characterised by a consolidated statement of financial position total of '000 EUR 278,389 and a consolidated result attributable to equity holders of '000 EUR 7,602.
In our opinion, the consolidated accounts give a true and fair view of the Group's net equity and consolidated financial position as at 31 December 2020, and of its consolidated financial performance and its consolidated cash flows for the year then ended, in accordance with International Financial Reporting Standards as adopted by the European Union and with the legal and regulatory requirements applicable in Belgium.
We conducted our audit in accordance with International Standards on Auditing (ISAs) as applicable in Belgium. Furthermore, we have applied the International Standards on Auditing as approved by the IAASB which are applicable to the year-end and which are not yet approved at the national level. Our responsibilities under those standards are further described in the "Statutory auditor's responsibilities for the audit of the consolidated accounts" section of our report. We have fulfilled our ethical responsibilities in accordance with the ethical requirements that are relevant to our audit of the consolidated accounts in Belgium, including the requirements related to independence.
We have obtained from the board of directors and Company officials the explanations and information necessary for performing our audit.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated accounts of the current period. These matters were addressed in the context of our audit of the consolidated accounts as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
We focused on revenue recognition on construction contracts because JENSEN-GROUP substantially generates its revenue from projects which qualifies as construction contracts under IFRS. The recognition of revenue and the estimation of the outcome of fixed price construction contracts is complex and requires significant management judgement, in particular with respect to estimation of the cost incurred and the cost to complete the contracts. For these reasons, we identified revenue from construction contracts as a key audit matter.
Reference is made to Note 1: Summary of significant accounting policies: Revenue Recognition and Note 6 Contract assets and contract liabilities. At December 31, 2020 contract assets included EUR 6.3 million of accrued profits.
Our testing of revenue recognition of construction contracts included both tests of the design and operating effectiveness of controls, as well as substantive procedures. We tested the controls that the company has put in place over its process to record contract costs and contract revenues and the determination of the stage of completion. Our audit procedures included considering the appropriateness of the Group's revenue recognition accounting policies. We also included an evaluation of the significant judgements made by management based on an examination of the associated project documentation and discussion on the status of projects under construction with finance and technical staff of the company for specific individual transactions/projects. In addition, in order to evaluate the reliability of management's estimates, we performed a rundown of subsequent costs incurred for closed projects. We also performed testing over manual journals posted to revenue to identify unusual or irregular items. We found no material misstatements from our testing.
Significant management judgement is required to assess the provision for expected warranty claims and take back obligations on the construction contracts. JENSEN records a provision for expected warranty claims on products sold during the year and a provision for take back obligations on products sold to a customer for which the customer wants to enter into a leasing contract with a Leasing Company, where a take back clause is included in the leasing contract. Assumptions used to calculate the provision for warranty claims are based on current sales levels and current information on warranty calls. For the provision for take back obligations, JENSEN-GROUP assesses the transfer of the risks and rewards and the potential costs to take over and resell the machines. We considered this to be a key audit matter due to the size of provisions and because the recognition of those provisions required significant judgement from management.
Reference is made to Note 12: Provision for other liabilities and charges. The provisions for warranties and take back obligations amounted to EUR 7.9 million per December 31, 2020.
Our testing included both tests of the design and operating effectiveness of controls, as well as substantive procedures. We tested the controls that the company has put in place to review the sales contracts with specific attention to standard warranty period and take back obligations, record and monitor the ongoing and expected claims and take back cases on products and review and compare provisions to actual costs incurred. Our audit procedures included considering the appropriateness of the Group's accounting policies. We challenged management's assumption used in determining the provision through discussions with management and performing the following specific substantive procedure. On a sample basis we reviewed the contracts with take back obligations and reviewed the market value of the machines based on the history of cases where JENSEN-GROUP needed to take over the machines or similar transactions in their second-hand business. For the provision for warranty we performed a rundown of subsequent costs incurred. We also performed testing over manual journals posted to revenue to identify unusual or irregular items. We found no material misstatements from our testing.
The board of directors is responsible for the preparation of consolidated accounts that give a true and fair view in accordance with International Financial Reporting Standards as adopted by the European Union and with the legal and regulatory requirements applicable in Belgium, and for such internal control as the board of directors determines is necessary to enable the preparation of consolidated accounts that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated accounts, the board of directors is responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the board of directors either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Our objectives are to obtain reasonable assurance about whether the consolidated accounts as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated accounts.
In performing our audit, we comply with the legal, regulatory and normative framework applicable to the audit of the consolidated accounts in Belgium. A statutory audit does not provide any assurance as to the Group's future viability nor as to the efficiency or effectiveness of the board of directors' current or future business management at Group level. Our responsibilities in respect of the use of the going concern basis of accounting by the board of directors are described below.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:
Conclude on the appropriateness of the board of directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our statutory auditor's report to the related disclosures in the consolidated accounts or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our statutory auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern;
Evaluate the overall presentation, structure and content of the consolidated accounts, including the disclosures, and whether the consolidated accounts represent the underlying transactions and events in a manner that achieves fair presentation;
We communicate with the audit committee regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the audit committee with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the audit committee, we determine those matters that were of most significance in the audit of the consolidated accounts of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter.
The board of directors is responsible for the preparation and the content of the directors' report on the consolidated accounts, the separate report on non-financial information and the other information included in the annual report on the consolidated accounts.
In the context of our engagement and in accordance with the Belgian standard which is complementary to the International Standards on Auditing (ISAs) as applicable in Belgium, our responsibility is to verify, in all material respects, the directors' report on the consolidated accounts, the separate report on non-financial information and the other information included in the annual report on the consolidated accounts and to report on these matters.
In our opinion, after having performed specific procedures in relation to the directors' report on the consolidated accounts, this directors' report is consistent with the consolidated accounts for the year under audit and is prepared in accordance with article 3:32 of the Companies' and Associations' Code.
In the context of our audit of the consolidated accounts, we are also responsible for considering, in particular based on the knowledge acquired resulting from the audit, whether the directors' report is materially misstated or contains information which is inadequately disclosed or otherwise misleading. In light of the procedures we have performed, there are no material misstatements we have to report to you.
The non-financial information required by virtue of article 3:32, §2 of the Companies' and Associations' Code is included in the directors' report on the consolidated accounts. The Company has prepared the non-financial information, based on Global Reporting Initiative Standards. However, in accordance with article 3:80, §1, 5° of the Companies' and Associations' Code, we do not express an opinion as to whether the non-financial information has been prepared in accordance with the Global Reporting Initiative Standards as disclosed in the directors' report on the consolidated accounts.
▪ This report is consistent with the additional report to the audit committee referred to in article 11 of the Regulation (EU) N° 537/2014.
Ghent, 24 March 2021
The statutory auditor PwC Reviseurs d'Entreprises SRL / PwC Bedrijfsrevisoren BV Represented by
Lien Winne Réviseur d'Entreprises / Bedrijfsrevisor
| (in thousands of euro) | Notes | December 31 2020 |
December 31 2019 |
|---|---|---|---|
| Total Non-Current Assets | 72,923 | 62,597 | |
| Goodwill | 4 | 6,879 | 6,861 |
| Intangible assets | 4 | 46 | 38 |
| Land and buildings | 15,820 | 11,620 | |
| Machinery and equipment | 5,268 | 6,369 | |
| Furniture and vehicles | 3,000 | 4,068 | |
| Right of use assets | 10,018 | 13,526 | |
| Other tangible fixed assets | 0 | 0 | |
| Assets under construction and advance payments | 158 | 3,698 | |
| Property, plant and equipment | 4 | 34,265 | 39,283 |
| Companies accounted for under equity method | 23 | 8,184 | 7,574 |
| Financial Assets at amortized cost | 21 | 6,095 | 0 |
| Financial Assets at fair value through OCI | 21 | 8,986 | 0 |
| Trade receivables | 3,241 | 2,941 | |
| Other amounts receivable | 757 | 814 | |
| Trade and other long-term receivables | 7 | 3,998 | 3,755 |
| Deferred taxes | 5 | 4,471 | 5,087 |
| Total Current Assets | 205,466 | 214,069 | |
| Raw materials and consumables | 29,535 | 31,843 | |
| Goods purchased for resale | 14,215 | 17,778 | |
| Inventory | 43,750 | 49,620 | |
| Advance payments | 616 | 1,478 | |
| Trade receivables | 7 | 52,336 | 69,775 |
| Other amounts receivable | 7 | 4,373 | 5,837 |
| Contract assets | 6 | 33,159 | 41,466 |
| Derivative Financial Instruments | 7, 21 | 50 | 79 |
| Trade and other receivables | 7 | 89,917 | 117,156 |
| Cash and cash equivalents | 19 | 70,775 | 45,369 |
| Assets held for sale | 22 | 407 | 445 |
| TOTAL ASSETS | 278,389 | 276,666 |
| (in thousands of euro) | Notes | December 31, | December 31, |
|---|---|---|---|
| 2020 | 2019 | ||
| Equity | 8 | 136,044 | 132,374 |
| Share Capital | 30,710 | 30,710 | |
| Share premium | 5,814 | 5,814 | |
| Other reserves | -10,222 | -6,776 | |
| Retained earnings | 111,095 | 103,501 | |
| Non-Controlling Interest | 23 | -1,354 | -874 |
| Non-Current Liabilities | 65,947 | 49,062 | |
| Government grants | 9 | 1,539 | |
| Borrowings | 10 | 46,682 | 31,940 |
| Deferred income tax liabilities | 5 | 973 | 904 |
| Provisions for employee benefit obligations | 11 | 16,654 | 16,194 |
| Derivative financial instruments | 21 | 99 | 24 |
| Current Liabilities | 76,398 | 95,230 | |
| Borrowings | 10 | 9,295 | 17,792 |
| Provisions for other liabilities and charges | 12 | 10,267 | 12,597 |
| Trade payables | 13 | 17,031 | 25,255 |
| Contract liabilities | 6/13 | 10,896 | 10,360 |
| Remuneration and social security | 13 | 13,321 | 14,141 |
| Other amounts payable | 13 | 883 | 1,572 |
| Accrued expenses | 13 | 8,142 | 8,255 |
| Derivative financial instruments | 13/21 | 172 | 96 |
| Trade and other payables | 13 | 50,445 | 59,680 |
| Current income tax liabilities | 6,391 | 5,162 | |
| TOTAL EQUITY AND LIABILITIES | 278,389 | 276,666 |
| (in thousands of euro) Revenue Trade goods Services and other goods Remuneration, social sec. costs and pensions Depreciation, amortisation, write downs of assets, impairments Total expenses Other Income / ( Expense) Operating profit before tax and finance (cost)/ income (EBIT) Interest income Other financial income Financial income Interest charges Other financial charges Financial charges equity method Profit before tax Income tax expense Profit for the period from continuing operations Result from assets held for sale Consolidated profit for the year |
December 31, 2020 |
December 31, 2019 |
||
|---|---|---|---|---|
| Notes | ||||
| 6 | 245,238 | 332,178 | ||
| -118,007 | -158,288 | |||
| -26,674 | -41,606 | |||
| -83,170 | -104,650 | |||
| 14 | -6,998 | -8,219 | ||
| -234,848 | -312,764 | |||
| 15 | 2,406 | 3,602 | ||
| 12,795 | 23,016 | |||
| 738 | 998 | |||
| 1,549 | 1,309 | |||
| 16 | 2,287 | 2,307 | ||
| -1,939 | -2,240 | |||
| -3,214 | -2,560 | |||
| 16 | -5,152 | -4,800 | ||
| Share in result of associates and companies accounted for using the | 1,251 | -229 | ||
| 11,181 | 20,294 | |||
| 17 | -4,004 | -5,138 | ||
| 7,178 | 15,155 | |||
| 22 | -54 | -118 | ||
| 7,124 | 15,037 | |||
| Result attributable to Non-Controlling Interest | 23 | -479 | -675 | |
| Consolidated result attributable to equity holders | 7,602 | 15,712 |
| December 31, | December 31, | ||
|---|---|---|---|
| (in thousands of euro) | Notes | 2020 | 2019 |
| Other comprehensive income (OCI): | |||
| Items that may be subsequently reclassified to Profit and Loss | |||
| Financial instruments | -125 | 209 | |
| Currency translation differences | -2,297 | 621 | |
| Currency translation differences related to associates and companies | -642 | 321 | |
| accounted for using the equity method | |||
| Items that will not be reclassified to Profit and Loss | |||
| Actual gains/(losses) on Defined Benefit Plans | -561 | -2,017 | |
| Tax on OCI | 172 | 452 | |
| Other comprehensive income for the year | -3,454 | -414 | |
| OCI attributable to Non-Controlling Interest | 0 | 0 | |
| OCI attributable to the equity holders | -3,454 | -414 | |
| Total comprehensive income for the year | 3,670 | 14,624 | |
| Profit attributable to: | |||
| Non-Controlling Interest | -479 | -675 | |
| Equity holders of the company | 7,602 | 15,712 | |
| Total comprehensive income attributable to: | |||
| Non-Controlling Interest | -479 | -675 | |
| Equity holders of the company | 4,148 | 15,298 | |
| Basic and diluted earnings per share (in euro) | 18 | 0.97 | 2.01 |
| Weighted average number of shares | 7,818,999 | 7,818,999 |
| In thousands of euro | Capital | Share premium |
Total Share Capital |
Translation differences |
Hedging Reserves |
Actuarial gains and losses on Defined |
Total other Reserves |
Retained earnings |
Total | Non- Controlling Interest |
Total Equity |
|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2018 | 30,710 | 5,813 | 36,523 | 438 | $-159$ | $-6,623$ | $-6,345$ | 95,990 | 126,169 | $-200$ | 125,968 |
| Result of the period | 15,712 | 15,712 | $-675$ | 15,037 | |||||||
| Implementation IFRIC 23 | $-400$ | $-400$ | $-400$ | ||||||||
| income | |||||||||||
| Currency Translation Difference | 942 | ||||||||||
| Einancial instrument | 209 |
20 |
209 | 209 | |||||||
| $-2.01$ | $-2,01$ | $-2.017$ | $-2,017$ | ||||||||
| Tax on OC | -52 | 504 | 452 | 452 | |||||||
| income/(loss) for the year, | $\Omega$ | 924 | 157 | $-1,513$ | $-431$ | 17 | $-414$ | $-414$ | |||
| Dividend paid out | $-7.818$ | $-7.818$ | $-7.818$ | ||||||||
| December 31, 2019 | 30,710 | 5,814 | 36,524 | 1,362 | $-2$ | $-8,136$ | $-6,776$ | 103,501 | 133,249 | $-875$ | 132,374 |
| In thousands of euro | Capital | Share premium |
Total Share Capital |
Translation differences |
Hedging Reserves |
Actuarial gains and losses on Defined |
Total other Reserves |
Retained earnings |
Total | Non- Controlling Interest |
Total Equity |
|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2019 | 30,710 | 5,814 | 36,524 | 1,362 | $-2$ | $-8,136$ | $-6,776$ | 103,501 | 133,249 | $-875$ | 132,374 |
| Result of the period | 7.602 | 7,602 | $-470$ | 7,124 | |||||||
| income | |||||||||||
| Currency Translation Difference | $-2,931$ | $-2,93$ | $-2,939$ | -2,939 | |||||||
| Financial instruments | $-125$ . |
$-12$ |
$-125$ | $-125$ | |||||||
| Defined Benefit Plans | $-56$ | $-56$ . |
$-561$ | $-561$ | |||||||
| Tax on OCI | Λ | n | 31 | 140 | 17 2 | 172 | 172 | ||||
| income/(loss) for the year, net of tax |
$\mathbf{a}$ | $\Omega$ | $-2,931$ | $-94$ | $-421$ | $-3,446$ | -8 | $-3,454$ | $-3,454$ | ||
| Dividend paid out | |||||||||||
| December 31, 2020 | 30,710 | 5,814 | 36,524 | $-1,569$ | -96 | $-8,557$ | $-10,222$ | 111,095 | 137,397 | $-1,354$ | 136,044 |
| (in thousands of euro) | Notes | December 31 2020 |
December 31 2019 |
|---|---|---|---|
| Cash flow from operating activities | 23,332 | 31,600 | |
| Consolidated result attributable to equity holders | 7,602 | 15,712 | |
| Result attributable to non-controlling interest | 23 | -479 | -675 |
| Adjusted for | |||
| - Current and deferred tax | 4,004 | 4,435 | |
| - Interest and other financial income and expenses | 2,865 | 2,493 | |
| - Depreciation, amortization and impairments | 14 | 6,811 | 7,178 |
| - Write downs of trade receivables | 14 | 772 | -329 |
| - Write downs of inventory | 14, 15 | 1,615 | 394 |
| - Write downs on contract assets | 6 | 2,985 | |
| - Changes in provisions | 11, 12 | -2,330 | 1,623 |
| - Companies accounted for using equity method | 23 | -1,251 | -229 |
| Interest received | 16 | 738 | 998 |
| Changes in working capital Increase (-), decrease (+) | 18,132 | -382 | |
| Changes in advance payments | 6 | 858 | 1,952 |
| Changes in inventory | 6 | 2,810 | -5,982 |
| Changes in long- and short-term amounts receivable | 7 | 22,135 | 14,589 |
| Changes in trade and other payables | 13 | -7,671 | -10,941 |
| Corporate income tax paid | -2,380 | -5,331 | |
| Corporate income tax paid | -2,380 | -5,331 | |
| Net cash generated from operating activities - continuing | 39,084 | 25,887 | |
| operations Net cash generated from operating activities - Result from assets held for sale |
38 | -8 | |
| Net cash generated from operating activities - total | 39,122 | 25,879 | |
| Net cash used in investing activities | -2,778 | -9,047 | |
| Purchases of intangible and tangible fixed assets | 4 | -2,952 | -8,775 |
| Sales of intangible and tangible fixed assets | 4 | 174 | 379 |
| Acquisition of subsidiaries and participations (net of cash acquired) | 24 | -651 | |
| Cash flow before financing | 36,344 | 16,832 | |
| Net cash used in financing activities | -6,463 | -8,300 | |
| Other financial charges and currency losses | 16 | -983 | -2,560 |
| Other financial income and currency gains | 16 | 1,309 | |
| Dividend | 8 | 37 | -7,818 |
| Purchase of financial instruments | -15,081 | ||
| Proceeds of government grants | 9 | 1,732 | |
| Proceeds of borrowings | 10 | 18,329 | 6,515 |
| Repayments of borrowings | 10 | -8,559 | -3,506 |
| Interest paid | 16 | -1,939 | -2,240 |
| Net Change in cash and cash equivalents | 29,881 | 8,532 | |
| Cash, cash equivalent and bank overdrafts at the beginning of the year | 37,499 | 27,806 | |
| Exchange gains/(losses) on cash and bank overdrafts | -951 | 1,161 | |
| Cash, cash equivalent and bank overdrafts at the end of the year | 19 | 66,429 | 37,499 |
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 'ALPHA by JENSEN' 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 23 countries and distributes its products in more than 50 countries. Worldwide, the JENSEN-GROUP employs 1,239 people.
JENSEN-GROUP NV (hereafter "the Company") is incorporated in Belgium. Its registered office is at Bijenstraat 6, 9051 Sint-Denijs-Westrem, Belgium.
The JENSEN-GROUP shares are quoted on the Euronext Stock Exchange.
The Board of Directors approved the present consolidated financial statements for issue on March 4, 2021.
These consolidated financial statements are for the 12 months ended December 31, 2020 and are prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union. These annual financial statements have been prepared in accordance with those IFRS standards and IFRIC interpretations issued and effective as at December 31, 2020 and which have been adopted by the European Union.
These consolidated financial statements have been prepared under the historical cost convention, with financial assets and financial liabilities (including derivative instruments), assets held for sale and defined benefit plans stated at fair value through profit or loss or OCI or at amortized cost.
These consolidated financial statements are prepared on an accrual basis and on the assumption that the Group is a going concern and will continue in operation for the foreseeable future.
The preparation of the financial statements 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.
Based on the information described in the Report of the Board of Directors, p. 18 and 19, the analysis of the markets, valuation of the order backlog, the analysis of the sales funnel, the future revenues, various scenarios and cash projections, the Group is of the opinion that the consequences of Covid-19 are manageable for the coming period with the knowledge as of today. Therefore, the EMT has concluded, and the Board concurs, that the JENSEN-GROUP is able to continue as a going concern.
The following new standards and amendments to standards are mandatory for the first time for the financial year beginning 1 January 2020 and have been endorsed by the European Union:
The following new amendments have been issued, is not mandatory for the first time for the financial year beginning 1 January 2020 but have been endorsed by the European Union:
The following new standards and amendments have been issued, but are not mandatory for the first time for the financial year beginning 1 January 2020 and have not been endorsed by the European Union:
The following standard is mandatory since the financial year beginning 1 January 2016 (however not yet subjected to EU endorsement). The European Commission has decided not to launch the endorsement process of this interim standard but to wait for the final standard:
▪ IFRS 14, 'Regulatory deferral accounts' (effective 1 January 2016).
The Group is currently assessing the impact of these standards.
The main accounting policies defined by the Group are as follows:
The consolidated financial statements are presented in euro and rounded to the nearest thousand.
Subsidiaries are all entities (including structured entities) over which the group has control. The group controls an entity when the group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.
Subsidiaries are fully consolidated from the date on which control is transferred to the group. They are deconsolidated from the date that control ceases.
The group applies the acquisition method to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair value of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests issued by the group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The group recognizes any non-controlling interest in any acquired company on an acquisition-by-acquisition basis, either at fair value or at the non-controlling interest's proportionate share of the recognized amounts of the acquiree's identifiable net assets.
Acquisition-related costs are expensed as incurred.
Inter-company transactions, balances and unrealized gains on transactions between group companies are eliminated. Unrealized losses are also eliminated. When necessary, amounts reported by subsidiaries have been adjusted to conform with the group's accounting policies.
Investments in associates and joint ventures are accounted for under the equity method set out in IAS28, subject to certain exceptions. Under the equity method, the investment is initially recognized at cost, and the carrying amount is increased or decreased to recognize the investors' share in the profit or loss of the investee after the date of acquisition. Associates are those investments where the investor has significant influence. A joint venture is a joint arrangement where the investor has joint control but does not have direct rights to assets or obligation for liabilities. For entities where the Group holds 20% or more of the voting power of another entity, either directly or indirectly, the Group is presumed to have significant influence over that entity. The presumption of significant influence from a 20% or more investment can be rebutted where the Group can demonstrate that it has or does not have significant influence. Likewise, significant influence could be demonstrated for an investment of less than 20%. The existence of a substantial or majority ownership by another entity does not necessarily preclude the Group from having significant influence.
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. We refer to note 4 – Non-current assets, note 6 – Contracts assets and contract liabilities, note 11 – provision for employee benefit obligations, note 12 – provision for other liabilities and charges and note 21 - Financial instruments - market and other risks.
The conversion of assets, liabilities and commitments which are denominated in foreign currencies is based on the following guidelines:
The results and financial positions of all the Group entities (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
On consolidation, exchange differences arising from the translation of the net investment in foreign operations and of borrowings are taken to shareholders' equity. When a foreign operation is sold, exchange differences that were recorded in equity are recognized in the income statement as part of the gain or loss on sale. Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate.
The JENSEN-GROUP has developed a five-step model for recognizing revenue from contracts with customers:
A contract creates enforceable rights and obligations. The contract may be written, oral or implied by customary business practice. A contract contains a promise (or promises) to transfer goods or services to a customer.
When identifying the customer contracts, first the customer should be determined and then it should be assessed whether a contract exists. JENSEN-GROUP defines a "customer" and a "contract" as follows:
Contracts shall be combined when they are entered into at or near the same time and are negotiated as a package, payment of one depends on the other, or goods/services promised are a single performance obligation.
A contract modification or change order is accounted for as a separate contract or as a continuation of the original contract prospectively or with cumulative catch-up, depending on facts and circumstances.
The second step in accounting for a contract with a customer is identifying the performance obligations.
Performance obligations are the unit of account for the purposes of applying the revenue standard and therefore determine when and how revenue is recognized. A performance obligation is a promise to provide a distinct good or service or a series of distinct goods or services, including those a customer can resell or provide to its customers.
The transaction price in a contract reflects the amount of consideration to which the Company expects to be entitled from a customer in exchange for goods or services transferred to that customer.
The transaction price includes only those amounts to which the Company is entitled under the present contract.
The transaction price is allocated to the performance obligation in the contract based on relative standalone selling prices of the goods or services being provided to the customer.
Revenue is recognized when (or as) the performance obligations are satisfied. Revenue is allocated to the individual performance obligations when or as the customer obtains control over the products to be delivered or services to be performed under the customer contract.
The Group has identified one performance obligation within its contracts: the installation of a heavy duty laundry system. Revenue related to this performance obligation is recognized over time as both the JENSEN-GROUP does not create an asset with an alternative use (not practically possible to direct or transfer the constructed asset in its completed state to another customer as the installations are typically designed around the specific needs and requirements of the customer) and its contracts provides the JENSEN-GROUP an enforceable right to payment for performance completed to date. This enforceable right to payment represents an amount that at least compensates Jensen for performance completed to date if the contract is terminated by the customer or another party for reasons other then Jensens' failure to perform as promised.
The JENSEN-GROUP recognizes revenue over time by measuring the progress toward complete satisfaction of the performance obligation. The JENSEN-GROUP uses the input method (costs incurred up to the balance sheet date as compared to the total estimated costs to incur to complete the project) recognizing the revenue based on the Group's effort to satisfy the performance obligation. Any costs linked to uninstalled materials or costs incurred that relate to future activities are excluded from measuring progress towards satisfying a performance obligation.
When the outcome of a construction contract cannot be estimated reliably, contract revenue is recognized only to the extent of contract costs incurred that are likely to be recoverable.
When the outcome of a construction contract can be estimated reliably and it is probable that the contract will be profitable, contract revenue is recognized over the period of the contract. When it is probable that total contract costs will exceed total contract revenue, the total expected loss is recognized as an expense immediately.
The JENSEN-GROUP presents a contract as a contract asset, excluding any amounts already received by means of progress billings, if the Group has performed by transferring goods or services to a customer before the customer pays consideration or before payment is due. A contract asset is an entity's right to consideration in exchange for goods or services that the entity has transferred to a customer.
The JENSEN-GROUP presents a contract as a contract liability when the payment is made or the payment is due (whichever is earlier), if the customer has paid a consideration before the Group transfers a good or service to the customer. A contract liability is an entity's obligation to transfer goods or services to a customer for which the entity has received consideration (or an amount of consideration is due) from the customer.
The timing of invoicing and the payment terms are discussed case by case. The billing schedule and the typical timing of the payment does not materially differentiate from the pattern of revenue recognition.
The projects generally have a lifetime of less than one year.
Royalties and rentals are recognized as income when it is probable that the economic benefits associated with the transaction can be sufficiently measured and will flow to the Group. The income is recognized on an accrual basis in accordance with the substance of the relevant agreement.
Other income and other expenses relate primarily to income received from the insurance company, support from authorities, deductible tax charges, restructuring measures or other income or expenses arising from events or transactions that are clearly distinct from the ordinary business activities of the Group.
On the acquisition of a new subsidiary or participation, the difference between the acquisition price and the Group share of the identifiable assets, liabilities and contingent liabilities of the consolidated subsidiary or participation, after adjustments to reflect fair value, is recorded in the consolidated balance sheet under assets as goodwill. Goodwill is not amortized but tested for impairment annually, or more frequently, if events or changes in circumstances indicate a possible impairment. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold. Goodwill is allocated to a cash-generating unit for the purpose of impairment testing.
Research costs are charged to the income statement in the year in which they are incurred.
The JENSEN-GROUP does not capitalize development expenses since its business reality makes it very difficult to distinguish product enhancements from adaptations to specific circumstances, and to define the future cash flows that will originate from these efforts. Since moreover the development expenses are relatively stable and are a continuous process, the JENSEN-GROUP does not capitalize these efforts but expenses them as incurred.
Investments in licenses, trademarks, etc. are capitalized from 50,000 euro upwards and amortized over 5 years. Investments in licenses, trademarks below EUR 50,000 are deemed to be not material and are not capitalized but are expensed as incurred.
Property, plant and equipment are recorded at their acquisition value or construction cost less accumulated depreciation and impairment losses and increased, where appropriate, by ancillary costs.
The Group has broken down the cost of property plant and equipment into major components. These major components, which are replaced at regular intervals, are depreciated over their useful lives.
Tangible fixed assets are depreciated on a straight-line basis over their estimated useful lives from the month of acquisition onwards. If necessary, tangible fixed assets are considered as a combination of various units with separate useful lives.
The annual depreciation rates are as follows:
| Annual Depreciation rates: | ||
|---|---|---|
| Buildings | 3.33% | 30y |
| Infrastructure | 10% | 10y |
| Roof | 10% | 10y |
| Installations, plant and machinery | 10% – 33% | 3y – 10y |
| Office equipment and furnishings | 10% – 20% | 5y – 10y |
| Computer | 20% - 33% | 3y – 5y |
| Vehicles | 20% - 33% | 3y – 5y |
The Group recognizes on the balance sheet nearly all leases reflecting the right to use an asset over the lease term as well as the associated lease liability for payments required to be made by the lessee to the lessor over the lease term.
The Group recognizes right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognized, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received.
Unless the Group is reasonably certain to obtain ownership of the leased asset at the end of the lease term, the recognized right-of-use assets are depreciated on a straight-line basis over the shorter of their estimated useful life and the lease term. Right-of-use assets are subject to impairment.
At the commencement date of the lease, the Group recognizes lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including insubstance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Group and payments of penalties for terminating a lease, if the lease term reflects the Group exercising the option to terminate. The variable lease payments that do not depend on an index or a rate are recognized as expense in the period in which the event or condition that triggers the payment occurs.
The Group presents interest paid on its lease liabilities as financing activities in the cashflow statement. Variable payments as well as amounts paid for short-term and low-value leases are presented in the 'operating activities' line.
In calculating the present value of lease payments, the Group uses the incremental borrowing rate at the lease commencement date if the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the in-substance fixed lease payments or a change in the intention to purchase the underlying asset.
The Group applies the short-term lease recognition exemption to its short-term leases of machinery and equipment (i.e., those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). It also applies the lease of low-value assets recognition exemption to leases of office equipment that are considered of low value (i.e., below 5,000 euro). Lease payments on short-term leases and leases of low-value assets are recognized as expenses on a straight-line basis over the lease term.
The Group determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if it is reasonably certain not to be exercised.
The Group applies judgement in evaluating whether it is reasonably certain to exercise the option to renew. That is, it considers all relevant factors that create an economic incentive for it to exercise the renewal. After the commencement date, the Group reassesses the lease term if there is a significant event or change in circumstances that is within its control and affects its ability to exercise (or not to exercise) the option to renew (e.g., a change in business strategy).
Assets other than inventories, deferred tax assets, employee benefits and derivative financial instruments and assets arising from construction contracts are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable.
Whenever the carrying amount of an asset exceeds its recoverable amount (being the higher of its fair value less cost to sell and its value in use), an impairment loss is recognized in the profit and loss statement. The value in use is the present value of estimated future cash flows expected to arise from the continuing use of an asset and from its disposal at the end of its useful life.
Recoverable amounts are estimated for individual assets or, if this is not possible, for the cash-generating unit to which the assets belong.
Reversals of impairment losses recognized are recorded in income up to the initial amount of the impairment loss. Goodwill is tested for impairment at least once a year. Impairment on goodwill can never be reversed at a later date.
Inventories are valued at the lower of cost or net realizable value. Depending on the different ERP systems, cost is determined by the first-in, first-out (FIFO) method or by the weighted average method. For produced inventories, cost means the full cost including all direct and indirect production costs required to bring the inventory items to the stage of completion at the balance sheet date. Net realizable value is the estimated selling price in the ordinary course of business, less the costs of completion and variable selling expenses.
A provision is recognized in the balance sheet when the Group has a present obligation (legal or constructive) as a result of a past event, and when it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.
The amount of the provision is the best estimate of the expenditure required to settle the present value of the obligation at the balance sheet date. The provisions are discounted when the impact of the time value of money is material.
Provisions for take-back obligations are recorded when JENSEN-GROUP sells equipment to a customer for which the customer wants to enter into a leasing contract with a Leasing Company. In case of customer default, the leasing company can request JENSEN-GROUP to take back the machine in certain situations (see 'Vendor financing, p.24). Based on historical data an appropriate percentage of the outstanding receivable is recorded and reversed a rato of the repayment by the customer.
Some of the Group's employees are eligible for retirement benefits under defined contribution and defined benefit plans.
The provision for employee benefit plans is based on the calculation of an external, independent actuary. The calculation is based on the projected unit credit method.
Contributions to defined contribution plans are recognized as an expense in the income statement as incurred.
For defined benefit plans, the amount recorded in the balance sheet is determined as the present value of the benefit obligation less the fair value of any plan assets. All past service costs are recognized in P&L.
The actuarial gains and losses are recognized in the period in which they occur outside profit and loss, in the consolidated statement of comprehensive income.
Deferred income tax is provided in full, using the liability method, on temporary differences arising between the value of assets and liabilities for tax purposes and their carrying amounts in the consolidated financial statements. However, deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss.
Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled.
Deferred income tax assets are recognized to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized.
Deferred income tax is provided on temporary differences arising on investments in subsidiaries and associates, except where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future.
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income tax assets and liabilities relate to income tax levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.
The tax expense for the period comprises current and deferred tax. Tax is recognized in the income statement, except to the extent that it relates to items recognized in other comprehensive income or directly in equity. In this case, the tax is also recognized in other comprehensive income or directly in equity, respectively.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the company and its subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.
Accrued charges are costs that have been charged against income but not yet disbursed at balance sheet date. Deferred income is revenue that will be recognized in future periods.
Financial instruments are recorded at trade date. The fair value of the financial instruments is determined by using valuation techniques. The Group uses a variety of methods and makes assumptions that are based on market conditions existing at each balance sheet date.
Trade receivables are recognized initially at fair value and subsequently measured at amortized cost using the effective interest method, less provision for impairment. A provision for impairment of trade receivables is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of receivables. The JENSEN-GROUP applies the life time expected credit loss model. For specific cases, significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganization, default or delinquency in payments as well as forward-looking information such as economic forecasts, regulatory environment, GDP, employment, politics or other external market indicators are considered indicators that the trade receivable is impaired. The amount of the provision is the difference between the asset's carrying amount and the present value of estimated future cash flows, discounted at the effective
interest rate. This policy of credit risk management is applied throughout the JENSEN-GROUP by the individual entities based on the local historical data and forward-looking information. The simplified approach is applied.
Cash and cash equivalent includes cash in hand, deposits held at call with banks and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities on the balance sheet.
Amounts payable are carried at nominal value at the balance sheet date.
The Company uses derivative financial instruments to reduce the exposure to adverse fluctuations in interest rates and foreign exchange rates. It is the Company's policy not to hold derivative financial instruments for speculative or trading purposes.
Derivative financial instruments are recognized initially at fair value. Subsequent to initial recognition, derivative financial instruments are stated at fair value. Recognition of any resulting gain or loss depends on the nature of the item being hedged. Derivative financial instruments that are either hedging instruments that are not designated or do not qualify as hedges are carried at fair value, with changes in value included in the income statement.
Where a derivative financial instrument is designated as a hedge of the variability in cash flows of a recognized asset or liability, a firm commitment or a highly probable forecasted transaction, the effective part of any gain or loss on the derivative financial instrument is recognized directly in other comprehensive income. When the firm commitment or forecasted transaction results in the recognition of an asset or liability, the cumulative gain or loss is removed from other comprehensive income and included in the initial measurement of the acquisition cost or other carrying amount of the asset or liability.
Otherwise the cumulative gain or loss is removed from other comprehensive income and recognized in the income statement at the same time as the hedged transaction. The ineffective part of any gain or loss is recognized in the income statement immediately. Any gain or loss arising from changes in the time value of the derivative financial instrument is excluded from the measurement of hedge effectiveness and is recognized in the income statement immediately.
When a hedging instrument or hedge relationship is terminated but the hedged transaction is still expected to occur, the cumulative gain or loss at that point remains in other comprehensive income and is recognized in accordance with the above policy when the transaction occurs. If the hedged transaction is no longer probable, the cumulative unrealized gain or loss recognized in other comprehensive income is recognized in the income statement immediately.
All movements in financial assets at amortized cost are accounted for at trade date. Financial assets at amortized cost are carried at purchase price.
All movements in financial assets at fair value through OCI are accounted for at trade date. Financial assets at fair value through OCI are carried at fair value. Unrealized gains and losses from changes in the fair value of such assets are recognized in equity as financial assets at fair value through OCI reserves. When the assets are sold or impaired, the accumulated fair value adjustments are also included in the OCI. Financial assets are derecognized when the rights to receive cash flows from the investments have expired or have been transferred and the Group has transferred substantially all risks and rewards of ownership.
The government grants received by the JENSEN-GROUP are recognized in profit or loss as other income on a systematic basis over the period in which the entities recognize the expenses for the related costs for which the grants are intended to compensate. The income of the government grants is only recognized if all the conditions are met and there is 100% certainty that no repayment can be claimed by the government. As long as not all the conditions are met, the government grant received is presented as a debt.
Borrowings are recognized initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortized cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognized in the income statement over the period of the borrowings using the effective interest method.
Non-current assets (or disposal groups) are classified as assets held for sale and stated at the lower of carrying amount and fair value less costs to sell if their carrying amount is recovered principally through a sale transaction rather than through a continuing use.
The consolidated cash flow statement reports the cash flow during the period classified by analyzing the cash flow from operating, investing and financing activities.
On an acquisition-by-acquisition basis, the Group recognizes any non-controlling interest in the acquiree either at fair value or at the non-controlling interest's proportionate share of the acquiree's net assets.
The Company is operating in a single business segment: Heavy-Duty Laundry.
All accounting periods presented represent 12 months of operations starting on January 1 of each year.
There are no changes in the accounting policies compared with the accounting policies used in the preparation of the consolidated financial statements as per December 31, 2019.
With view to Covid-19, several entities within the JENSEN-GROUP received government grants or support from authorities. The accounting rules are described above under Government Grants and under Other income and Other expenses.
During the year, the Group spreads its cash surplus over different investments. The accounting rules on Financial Asset at amortized cost and Financial Assets at fair value through OCI (Other Comprehensive Income) are described above.
The parent Company, JENSEN-GROUP NV, and all the subsidiaries that it controls are included in the consolidation.
On March 27, 2019, the JENSEN-GROUP increased its shareholding in TOLON GLOBAL MAKINA Sanyi Ve Tikaret Sirketi A.S., Turkey, by 6.34% to 49%. As the JENSEN-GROUP only holds a 49% participation and does not control the company, this participation is consolidated under the equity method.
On January 2, 2018 JENSEN-GROUP acquired a participation of 30% in Inwatec, ApS. JENSEN-GROUP has the option to increase its shareholding between 2020 and 2023. As the JENSEN-GROUP only holds a 30% participation and does not control the company, this participation is consolidated under the equity method
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 under the 'JENSEN' and 'ALPHA by Jensen' names 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:
| $Europe + CIS$ | America | Middle East, Far East and Australia |
TOTAL | Attributable to Belgium | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands of euro) | 2020 | 2019 | 2020 | 2019 | 2020 | 2019 | 2020 | 2019 | 2020 | 2019 |
| Revenue from external customers | 148.694 | 193.802 | 56.025 | 77.552 | 40.519 | 60.824 | 245.238 | 332.178 | 12.972 | 14.637 |
| Other segment information | ||||||||||
| Non-current assets | 57.473 | 44.263 | 3.534 | 3.949 | 7.445 | 9.299 | 68.452 | 57.511 | 96.842 | 96.959 |
| Non allocated assets | 209,937 | 219,155 | ||||||||
| Total assets | 278,389 | 276.666 | ||||||||
| Capital expenditure | $-1.744$ | $-6.757$ | $-115$ | $-2.220$ | $-122$ | $-173$ | $-1.981$ | $-9.150$ |
The difference between non-current assets in the table above (68.5 million euro) and the non-current assets as per the consolidated statement of financial position (72.9 million euro) relates to the deferred tax assets (4.5 million euro).
| (in thousands of euro) | Goodwill |
|---|---|
| Gross carrying amount January 1, 2019 | 8,848 |
| Translation differences | -6 |
| Gross carrying amount December 31, 2019 | 8,842 |
| Translation differences | 18 |
| Gross carrying amount December 31, 2020 Accumulated amortization, write-downs, |
8,860 |
| impairments January 1, 2019 | 1,981 |
| Additions Accumulated amortization, write-downs, |
0 |
| impairments December 31, 2019 | 1,981 |
| Additions Accumulated amortization, write-downs, |
0 |
| impairments December 31, 2020 | 1,981 |
| Net carrying amount December 31, 2019 | 6,861 |
| Net carrying amount December 31, 2020 | 6,879 |
The goodwill arises mainly from the acquisitions of JENSEN Australia, JENSEN Austria, JENSEN Benelux, JENSEN France, JENSEN Italia, JENSEN Norway, JENSEN Spain, JENSEN Sverige (Sweden) and JENSEN Switzerland.
JENSEN-GROUP identifies the cash flow-generating units (CGU) as being the Group. JENSEN-GROUP assists the heavy-duty laundry industry worldwide by designing and supplying sustainable single machines as well as systems and integrated solutions. The success of JENSEN-GROUP results from combining the global skills with the local presence. The non-current assets of the plants are managed together, and the cash flows generated by the usage of these plants come from one group of local, regional or global customers that are approached with same deliverable, being the optimization of the heavy-duty laundry activity. Therefore, the non-current assets of the plants are allocated to one CGU for impairment testing purposes.
Goodwill is subject to a yearly impairment test, close to year-end, that is based on a number of critical judgments, estimates and assumptions, based on value in use and applying a discounted free cash flow approach. JENSEN-GROUP believes that its estimates are very reasonable; they are based on the past experience, external sources of information (such as long-term growth rate and discount rate) and reflect the best estimates by management. The goodwill is assessed closed to year-end. The recoverable amount of the goodwill is determined based on a calculation of its value in use to the cash-generating unit to which it is allocated.
The main judgments, assumptions and estimates for the cash-generating unit are:
The test includes a sensitivity analysis on key assumptions used, among them the WACC, free cash flow and longterm growth percentage: the occurrence of any of the following individual less favorable assumptions would not lead to an impairment of goodwill: WACC of 10%, free cash flow of 95% of the projections of free cash flows used for the calculation of the impairment test and a long-term growth of 1%. JENSEN-GROUP has completed its annual impairment test on goodwill and concluded from this that no impairment allowance is necessary.
Although JENSEN-GROUP believes that its judgments, assumptions and estimates are appropriate, actual results may differ from these estimates under different assumptions or conditions.
| (in thousands of euro) | Know how | Other intangibles |
Licenses | TOTAL |
|---|---|---|---|---|
| Gross carrying amount January 1, 2019 | 343 | 432 | 848 | 1,623 |
| Additions | 0 | 0 | 0 | 0 |
| Gross carrying amount December 31, 2019 | 343 | 432 | 848 | 1,623 |
| Additions | 0 | 0 | 27 | 27 |
| Gross carrying amount December 31, 2020 | 343 | 432 | 875 | 1,650 |
| Accumulated depreciation, write down and impairment January 1, 2019 |
343 | 432 | 781 | 1,556 |
| Additions | 0 | 0 | 29 | 29 |
| Accumulated amortization, write-downs, impairments December 31, 2019 |
343 | 432 | 810 | 1,585 |
| Additions | 0 | 0 | 19 | 19 |
| Accumulated amortization, write-downs, | ||||
| impairments December 31, 2020 | 343 | 432 | 829 | 1,604 |
| Net carrying amount December 31, 2019 | 0 | 0 | 38 | 38 |
| Net carrying amount December 31, 2020 | 0 | 0 | 46 | 46 |
The licenses relate to the capitalization of the license costs of the ERP system and for other IT tools.
Development costs of 5.5 million euro (7.6 million euro in 2019) were expensed during the year. These costs are accounted for in the lines 'services and other goods', 'employee compensations and benefit expense' and 'depreciation, amortization, write-down of assets'.
| Land & Buildings |
Machinery and equipment |
Furniture and vehicules |
Right to use assets |
Other tangible assets |
Assets under construction |
TOTAL | |
|---|---|---|---|---|---|---|---|
| (in thousands of euro) | |||||||
| Gross carrying amount January 1, 2019 | 30,813 | 28,594 | 12,135 | 33 | 128 | 71,704 | |
| Translation differences | 138 | 95 | 66 | -5 | 0 | 14 | 308 |
| Entry in the consolidation | 16,396 | 16,396 | |||||
| Additions | 2,687 | 523 | 1,663 | 257 | 0 | 3,644 | 8,775 |
| Disposals | 0 | -193 | -777 | -320 | -30 | 0 | -1,320 |
| Transfers | 2 | 221 | -136 | 0 | 0 | -87 | 0 |
| Gross carrying amount December 31, 2019 | 33,640 | 29,241 | 12,951 | 16,328 | 3 | 3,698 | 95,863 |
| Translation differences | -422 | -342 | -99 | -351 | -1 | -51 | -1,266 |
| Additions | 52 | 618 | 599 | 1,202 | 0 | 1,655 | 4,127 |
| Disposals | -3,430 | -210 | -1,097 | -2,571 | -2 | -33 | -7,344 |
| Transfers | 5,071 | 39 | 0 | 0 | 0 | -5,111 | 0 |
| Gross carrying amount December 31, 2020 | 34,911 | 29,346 | 12,354 | 14,609 | 0 | 158 | 91,379 |
| Accumulated depreciation, write down and impairment January 1, 2019 |
21,128 | 20,950 | 8,065 | 0 | 33 | 0 | 50,175 |
| Translation differences | 93 | 52 | 50 | 4 | -1 | 0 | 198 |
| Depreciation | 799 | 1,818 | 1,684 | 2,847 | 1 | 0 | 7,150 |
| Disposals | 0 | -123 | -740 | -49 | -30 | 0 | -941 |
| Transfers | 0 | 175 | -176 | 0 | 0 | 0 | - 1 |
| Accumulated depreciation, write down and impairment December 31, 2019 |
22,020 | 22,872 | 8,883 | 2,802 | 3 | 0 | 56,580 |
| Translation differences | -683 | -234 | -95 | -75 | -1 | 0 | -1,088 |
| Depreciation | 1,186 | 1,658 | 1,509 | 2,439 | 0 | 0 | 6,792 |
| Disposals | -3,432 | -217 | -944 | -576 | -2 | 0 | -5,171 |
| Accumulated depreciation, write down and impairment December 31, 2020 |
19,091 | 24,078 | 9,353 | 4,591 | 0 | 0 | 57,114 |
| Net carrying amount December 31, 2019 | 11,620 | 6,369 | 4,067 | 13,526 | 0 | 3,698 | 39,283 |
| Net carrying amount December 31, 2020 | 15,820 | 5,268 | 3,000 | 10,018 | 0 | 158 | 34,265 |
During 2020, the net carrying amount of tangible fixed assets decreased by 5.0 million euro. Excluding the depreciation charges of 6.8 million euro, tangible fixed assets increased by 1.8 million euro. The investments in 2020 related mainly to building repairs at JENSEN USA in the wake of hurricane Michael, extension of the building in Sweden and equipment and vehicles.
The Investments In 2019 related mainly to repairs to the building in JENSEN USA after the impact of the hurricane Michael, extension of the building in Sweden, purchase and extension of the Inwatec building, and equipment and vehicles.
The net book value of the property, plant and equipment pledged as security for liabilities amounts to 6.4 million euro (6.8 million euro at December 2019).
Deferred tax assets and liabilities are attributable to the following items:
| (in thousands of euro) | December 31, 2018 |
Charged/cre dited to the income statement |
Charged/cre dited to OCI |
Exchange differences |
December 31, 2019 |
December 31, 2019 Deferred Tax Assets |
December 31, 2019 Deferred Tax Liabilities |
|---|---|---|---|---|---|---|---|
| Inventories | -1,266 | 685 | 0 | 0 | -581 | -272 | -309 |
| Fixed assets | 463 | -30 | 0 | 0 | 433 | 263 | 170 |
| Provisions | 4,096 | -86 | 504 | 0 | 4,514 | 4,559 | -45 |
| Tax losses | 226 | -103 | 0 | 0 | 123 | 117 | 6 |
| Deferred taxes on differences between tax and local | 212 | -20 | 0 | 251 | 443 | 398 | 45 |
| books Currency result in permanent financing |
-738 | -34 | -772 | -772 | |||
| Financial instruments | -6 | 80 | -52 | 0 | 22 | 22 | 0 |
| Total deferred tax assets (net) | 2,987 | 492 | 452 | 251 | 4,182 | 5,087 | -905 |
| (in thousands of euro) | December 31, 2019 |
Charged/cre dited to the income statement |
Charged/cre dited to OCI |
Exchange differences |
December 31, 2020 |
December 31, 2020 Deferred Tax Assets |
December 31, 2020 Deferred Tax Liabilities |
|---|---|---|---|---|---|---|---|
| Inventories | -581 | 1,023 | 0 | 0 | 442 | -241 | 683 |
| Fixed assets | 433 | -862 | 0 | 0 | -429 | 573 | -1,002 |
| Provisions | 4,514 | -366 | 140 | 0 | 4,288 | 3,828 | 460 |
| Tax losses | 123 | 37 | 0 | 0 | 160 | 156 | 4 |
| Deferred taxes on other differences between tax and local books |
443 | -572 | 0 | -78 | -207 | 138 | -345 |
| Currency result in permanent financing | -772 | -1 | -773 | -773 | |||
| Financial instruments | 22 | -36 | 31 | 0 | 17 | 17 | |
| Total deferred tax assets (net) | 4,182 | -778 | 172 | -78 | 3,498 | 4,471 | -973 |
The split between long-term and short-term deferred taxes is as follows:
| Deferred | |
|---|---|
| (in thousands of euro) | taxes |
| Long-term | 1,789 |
| Short-term | 1,709 |
| Total Deferred Tax Assets (net) | 3,498 |
The deferred tax assets originate mainly from JENSEN GmbH (1.5 million euro), JENSEN AG Burgdorf (0.8 million euro) and JENSEN Italia (0.6 million euro).
Deferred tax assets have been recorded because management and the Board are convinced that, in accordance with the Company's valuation rules, the assets can be realized within a reasonable time frame.
The decrease relates to the deferred tax assets recognized on the timing differences between group books and tax books, in particular the tax treatment on income from insurances.
| (in thousands of euro) | December 31, 2020 |
December 31, 2019 |
|---|---|---|
| Contract revenue | 245,238 | 332,178 |
| Contract assets | 33,159 | 41,466 |
| Contract liabilities | 10,896 | 10,360 |
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.
Contract assets are lower due to lower activities.
Construction contracts are valued based on the percentage of completion method. At December 31, 2020 contract assets included 6.3 million euro of accrued profit (8.0 million euro at December 31, 2019).
The revenue is related to sales contracts. The payment conditions are negotiated per sales contract individually. The billing schedule and the typical timing of the payment do not materially differ from the pattern of revenue recognition. The aim is that the payments reflect the timing of the satisfaction of the performance obligation.
We have for 14.8 million euro outstanding performance obligations resulting from current contracts and that will be performed after 2021 (20.1 million euro at December 31, 2019). These performance obligations are mainly related to ship yards. There are no performance obligations that take longer than 12 months between the start of the production and the performance obligations. For cruise yards, the installation of the laundry takes less than 12 months. It can take up to 24 months between the installation of the laundry and the final completion of the vessel. For this period, the JENSEN-GROUP signs performance bonds.
The reconciliation of contract assets and liabilities is as follows:
| Contract | Contract | |
|---|---|---|
| (in thousands of euro) | assets | liabilities |
| December 31, 2019 | 41,466 | 10,360 |
| Revenue recognised that was included in the contract | ||
| liability balance at the beginning of the period | 0 | -10,036 |
| Increase due to cash received, excluding amounts | 0 | 10,754 |
| recognised as revenue during the period Impairment recognized during the year |
-2,985 | 0 |
| Transfer from contract assets recognised at the | ||
| beginning of the period to receivables | -33,345 | 0 |
| Increases as a result of changes in the measure of | 28,437 | |
| progress Translation Differences |
-414 | -182 |
| December 31, 2020 | 33,159 | 10,896 |
The Impairment recognized during the year relates to the cancellation of contracts.
| December | December |
|---|---|
| 31, 2019 | |
| 75,539 | |
| -3,346 | -2,824 |
| 761 | 1,595 |
| 2,903 | |
| 33,159 | 41,466 |
| 2,153 | |
| 50 | 79 |
| 120,911 | |
| 3,241 | 2,941 |
| 757 | 814 |
| 3,998 | 3,755 |
| 89,917 | 117,156 |
| 31, 2020 58,922 2,253 2,116 93,916 |
The other amounts receivable includes cash guarantees in an amount of 0.7 million euro. The increase in the noncurrent receivables relate to the factored trade receivables. As control is not substantially transferred to the third party, the factoring arrangement does not result in the de-recognition of any amount from the balance sheet.
Trade receivables and contract assets decreased due to lower activities in 2020 compared to 2019.
Advances received from customers, mainly on project activities, are recognized in "Contract liabilities" in accordance with the accounting principle whereby receivables and payables may not be netted against each other.
As at December 31, 2020, the issued share capital was 30.7 million euro, represented by 7,818,999 ordinary shares without nominal value. There were no preference shares. All shares are fully paid.
As at December 31, 2019, the issued share capital was 30.7 million euro, represented by 7,818,999 ordinary shares without nominal value. There are no preference shares. All shares are fully paid.
Detailed information on the capital statement as per December 31, 2020 and 2019 is set out below.
| Amounts | Number | |
|---|---|---|
| Captial statement (position as at December 31, 2020) | (in thousands of euro) |
of shares |
| A. Capital | ||
| 1. Issued capital | ||
| - At the end of the previous year | 30,710 | |
| - Changes during the year | 0 | |
| - At the end of this year | 30,710 | |
| 2. Capital representation | ||
| 2.1 Shares without nominal value | 30,710 | 7,818,999 |
| 2.2 Registered or bearer shares | ||
| - Registered | 4,313,257 | |
| - dematerialized | 3,505,742 | |
| 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 | 30,710 |
The following notifications have been received of holdings in the company's share capital during 2020:
JENSEN Invest A/S, JF Tenura ApS, the heirs of Mr. Jørn M. Jensen, 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 | 7,818,999 | 54.40% |
| - Voting rights | 4,253,781 | 7,818,999 | 54.40% |
The chain of control is as follows: 54% of the shares in JENSEN-GROUP NV are held by JENSEN Invest A/S and 0,03% by the heirs of Mr. Jørn M. Jensen. 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.
25, rue de Courcelles 75008 PARIS France
| Number of shares |
Total shares | % | |
|---|---|---|---|
| - Number of shares | 403,429 | 7,818,999 | 5.16% |
| - Voting rights | 403,429 | 7,818,999 | 5.16% |
The chain of control is as follows: Compagnie Financière Lazard Frères SAS controls Lazard Frères Gestion SAS, Lazard Group LLC controls Compagnie Financière Lazard Frères SAS, Lazard Ltd controls Lazard Group LLC. Lazard Frères Gestion SAS acts independently from Compagnie Financière Lazard Frères, Lazard Group LLC, Lazard Ltd and from the rest of the Lazard Group, including Lazard Asset Management, a Company under American law.
| Amounts | Number | |
|---|---|---|
| (in thousands | ||
| Captial statement (position as at December 31, 2019) | of euro) | of shares |
| A. Capital | ||
| 1. Issued capital | ||
| - At the end of the previous year | 30,710 | |
| - Changes during the year | 0 | |
| - At the end of this year | 30,710 | |
| 2. Capital representation | ||
| 2.1 Shares without nominal value | 30,710 | 7,818,999 |
| 2.2 Registered or bearer shares | ||
| - Registered | 4,319,987 | |
| - dematerialized | 3,499,012 | |
| 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 rights | 0 | 0 |
| D. Authorized capital not issued | 30,710 |
The following notifications have been received of holdings in the company's share capital during 2019:
JENSEN Invest A/S, JF Tenura ApS, the heirs of Mr. Jørn M. Jensen, 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 | 7,818,999 | 54.40% |
| - Voting rights | 4,253,781 | 7,818,999 | 54.40% |
The chain of control is as follows: 54% of the shares in JENSEN-GROUP NV are held by JENSEN Invest A/S and 0,03% by the heirs of Mr. Jørn M. Jensen. 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.
25, rue de Courcelles 75008 PARIS France
| Number of shares |
Total shares | % | |
|---|---|---|---|
| - Number of shares | 403,429 | 7,818,999 | 5.16% |
| - Voting rights | 403,429 | 7,818,999 | 5.16% |
The chain of control is as follows: Compagnie Financière Lazard Frères SAS controls Lazard Frères Gestion SAS, Lazard Group LLC controls Compagnie Financière Lazard Frères SAS, Lazard Ltd controls Lazard Group LLC. Lazard Frères Gestion SAS acts independently from Compagnie Financière Lazard Frères, Lazard Group LLC, Lazard Ltd and from the rest of the Lazard Group, including Lazard Asset Management, a Company under American law.
Each share has one vote. The voting rights are in line with the Companies' and Associations' Code. The articles of association do not include other regulations with respect to voting rights.
The regulations with respect to transfer of shares are in line with the Companies' and Associations' Code. The articles of association do not include other regulations with respect to transfer of shares.
The share premium results primarily from the merger of LSG, which then took the name of JENSEN-GROUP NV.
The closing balance of the share premium is 5.8 million euro.
The Bylaws (art. 11) allow the Board of Directors to buy back own shares.
The JENSEN-GROUP does not own treasury shares, nor is there any repurchase program.
In this annual report the consolidated financial statements are expressed in thousands of euro. All balance sheet captions of foreign companies are translated into euro, which is the Company's functional and presentation currency, using closing rates at the end of the accounting year, except for capital and reserves, which are translated at historical rates. The income statement is translated at average rates for the year. The resulting translation difference, arising from the translation of capital and reserves and the income statement, is shown in a separate category of other comprehensive income under the caption 'translation differences'.
The translation differences decreased with 2.9 million euro especially due to the USD who lowered from 1.12 by the end of 2019 to 1.23 by the end of 2020.
The exchange differences arising from the translation of the net investment in foreign operations are taken to other comprehensive income. In total, 0.2 million euro of currency profit are transferred from financial result to other comprehensive income.
The exchange rates used for the translation were as follows:
| Currency | Average rate | Closing rate | |||
|---|---|---|---|---|---|
| 2020 | 2019 | 2020 | 2019 | ||
| AED | 4.1909 | 4.1123 | 4.4908 | 4.1187 | |
| AUD | 1.6554 | 1.6106 | 1.5896 | 1.5995 | |
| BRL | 5.8900 | 4.4135 | 6.3735 | 4.5157 | |
| CHF | 1.0703 | 1.1127 | 1.0802 | 1.0854 | |
| CNY | 7.8708 | 7.7339 | 8.0225 | 7.8205 | |
| DKK | 7.4544 | 7.4661 | 7.4409 | 7.4715 | |
| EUR | 1.0000 | 1.0000 | 1.0000 | 1.0000 | |
| GBP | 0.8892 | 0.8773 | 0.8990 | 0.8508 | |
| JPY | 121.7758 | 122.0567 | 126.4900 | 121.9400 | |
| NOK | 10.7248 | 9.8497 | 10.4703 | 9.8638 | |
| NZD | 1.7565 | 1.6993 | 1.6984 | 1.6653 | |
| SEK | 10.4881 | 10.5867 | 10.0343 | 10.4468 | |
| SGD | 1.5736 | 1.5272 | 1.6218 | 1.5111 | |
| TRY | 8.0436 | 6.3574 | 9.1131 | 6.6843 | |
| USD | 1.1413 | 1.1196 | 1.2271 | 1.1234 |
The Group designates foreign exchange contracts and interest rate swaps as 'cash flow hedges' of its foreign currency and interest exposure. Any change in fair value of the hedging instrument and the hedged item (attributable to the hedged risk), as of inception of the hedge, is deferred in OCI if the hedge is deemed effective (note 21).
At year-end, an amount of 0.09 million euro was deferred in other comprehensive income.
Gains and losses recognized in the hedging reserve in OCI (Other Comprehensive Income) on forward foreign exchange contracts as of December 31, 2020 will be released to the income statement at various dates between one and six months.
Gains and losses recognized in the hedging reserve in other comprehensive income on interest rate swap contracts as of December 31, 2020 will be continuously released to the income statement until the repayment of the bank borrowings.
JENSEN-GROUP has four defined benefit plans. In line with prior years, the Group adopted the amended IAS 19 'Employee Benefits' and to recognize all actuarial gains and losses directly in OCI. The accumulated loss of the four plans amounts to 8.6 million euro.
The Board proposes to the Annual Shareholders' meeting to approve a dividend of 0.25 euro per share. The dividend proposal is based on the strong financial position at year-end. The dividend pay-out will amount to 1,954,749.75 euro, based on the number of shares outstanding as at December 31, 2020.
The Board of Directors decided not to pay out a dividend for the year 2019 as a measure of prudence. Seen the impact of the Covid-19 crisis, the Board decided to focus on balancing the capacity, working capital management and preserving cash and liquidity.
JENSEN-GROUP's objectives when managing capital are to safeguard the Group's ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal structure to minimize the cost of capital.
| December | December | |
|---|---|---|
| (in thousands of euro) | 31, 2020 | 31, 2019 |
| Government grants | 1,539 | 0 |
JENSEN USA received a Promissory Note from the US Authorities amounting to 1.9 million USD in May 2020. The Company applied for forgiveness but recorded this Promissory Note as liability until now. Any forgiven amount will be recorded as other income when certain.
The non-current and current borrowings can be summarized as follows:
| (in thousands of euro) | December 31, 2019 |
Proceeds | Repayments | Reclass from LT to ST |
December 31, 2020 |
|---|---|---|---|---|---|
| LT loans with credit institutions | 17,793 | 15,000 | 0 | 1,967 | 34,759 |
| LT loans other | 658 | 567 | 1,225 | ||
| LT factoring | 2,463 | 1,013 | 0 | -697 | 2,779 |
| LT loans - Operating lease liabilities | 11,026 | -910 | -2,197 | 7,919 | |
| Total non-current borrowings | 31,940 | 16,580 | -910 | -928 | 46,682 |
| (in thousands of euro) | December 31, 2019 |
Proceeds | Repayments | Reclass from LT to ST |
December 31, 2020 |
|---|---|---|---|---|---|
| Current portion of LT borrowings | 6,533 | 346 | -6,346 | 533 | |
| Credit institutions | 7,870 | 135 | -1,693 | -1,967 | 4,345 |
| Payments received (factoring) | 755 | 1,403 | -755 | 697 | 2,100 |
| Operating lease liabilities - ST | 2,633 | 0 | -2,514 | 2,197 | 2,316 |
| Total current borrowings | 17,792 | 1,884 | -11,308 | 928 | 9,295 |
| Total borrowings | 49,731 | 18,464 | -12,218 | 0 | 55,977 |
Total borrowings increased from 49.7 million euro at December 31, 2019 to 56.0 million euro at December 31, 2020. In order to support the long-term growth, the Group has taken out a new 5 years' bullet loan of 10 million euro. At the other hand, a 6 million bullet loan was repaid as the due date was in November 2020. In July, JENSEN GmbH was granted an amortizing KfW (Kreditanstalt für Wiederaufbau) loan amounting to 10 million euro for a period of six years. Of this loan, 5 million euro were drawn as per December 31, 2020.
The slow-down in activities resulted in an increase of cash. The working capital needs decreased, and the Group was able to cash their receivables. Cash and cash equivalents increased from 45.4 million euro to 70.8 million euro. In order to reduce the risk on cash, the Group invested in financial assets for a total amount of 15 million euro. We refer to note 21, financial instruments - Market and other risks, for more details. All this together resulted in an increase of the net cash position from 4.4 million euro net debt to 28.3 million euro net cash.
The Group factored trade receivables in a total amount of 4.9 million euro (2.1 million euro long-term and 2.8 million euro short-term). As the control is not substantially transferred to the third party, the factoring arrangement does not result in the de-recognition of any amount from the balance sheet.
The following table gives the maturities of the non-current debt:
| (in thousands of euro) | December 31, 2020 |
December 31, 2019 |
|---|---|---|
| Between 1 and 2 years | 3,423 | 3,921 |
| Between 2 and 5 years | 32,080 | 22,078 |
| > 5 years | 11,179 | 5,941 |
| Total non-current borrowings | 46,682 | 31,940 |
The exposure of the Group's borrowings to interest rate changes and the contractual re-pricing dates before and after the effect of the IRS (interest rate swaps) at balance sheet date are as follows:
| (in thousands of euro) | Less than 1 year |
Between 1 and 2 years |
Between 2 and 5 years |
> 5 years | TOTAL |
|---|---|---|---|---|---|
| Credit institutions | 4,998 | 529 | 24,157 | 9,954 | 39,638 |
| Other | 0 | 0 | 0 | 1,225 | 1,225 |
| Payments received (factoring) | 2,100 | 697 | 2,082 | 0 | 4,879 |
| Operating lease liabilities | 2,197 | 2,197 | 5,841 | 10,235 | |
| Total | 9,295 | 3,423 | 32,080 | 11,179 | 55,977 |
| IRS covered | 0 | 119 | 357 | 1,783 | 2,259 |
| Total non-covered | 9,295 | 3,304 | 31,723 | 9,396 | 53,718 |
Management believes that the carrying value of the loans at fixed rate approximates to the fair value.
For details on the IRS we refer to note 21, Financial Instruments - Market and other risks.
The carrying amounts of the Group's borrowings are denominated in the following currencies:
| (in thousands of euro) | December 31, 2020 |
December 31, 2019 |
|---|---|---|
| EUR | 36,576 | 25,494 |
| DKK | 6,795 | 7,021 |
| NZD | 0 | 0 |
| CNY | 2,371 | 3,557 |
| Total | 45,742 | 36,072 |
| Operating lease liabilities | 10,235 | 13,660 |
| Total borrowings | 55,977 | 49,732 |
With respect to the Group's borrowings, debt covenants are in place (solvency, positive EBITDA on an annual basis and a maximum debt/EBITDA ratio). During the year, there were no breaches of these covenants.
| (in thousands of euro) | December 31, 2020 |
December 31, 2019 |
|---|---|---|
| Mortgages | 6,201 | 6,486 |
| Letter of Intent | 7,831 | 9,152 |
| Total | 14,032 | 15,638 |
The carrying value of the property, plant and equipment pledged as security for liabilities amounts to 6.4 million euro.
| (in thousands of euro) | December 31, 2020 |
December 31, 2019 |
|---|---|---|
| Provisions for Defined Benefit Plan | 16,198 | 15,760 |
| Provisions for other employee benefits Total provisions for employee |
456 | 434 |
| benefit obligations | 16,654 | 16,194 |
The provision for other employee benefits relate to a defined contribution plan in Austria and Germany.
JENSEN GmbH, JENSEN France, JENSEN Italia and JENSEN AG Burgdorf maintain defined retirement benefit plans. These plans generally provide benefits that are related to an employee's remuneration and years of service.
The liabilities for JENSEN-GROUP in respect of the defined benefit schemes are calculated by independent actuaries, taking into consideration projected final salaries and using assumption such as discount rate, mortality, turnover, salary evolution, inflation
The weighted average duration of the defined benefit obligation is 17.96 years.
At December 31, 2020, the total net liability amounted to 16.2 million euro. The net liability increased because of changes in the assumptions, especially in the discount rates. Overall, the decrease of the discount rate resulted in a loss of 0.8 million euro, while the decrease of the inflation rate lead to a gain of 0.1 million euro.
For the defined benefit plans, the net cost for 2020 was -0.6 million euro.
| December | December | |
|---|---|---|
| (in thousands of euro) | 31, 2020 | 31, 2019 |
| Current service cost | 460 | 369 |
| Interest cost | 130 | 266 |
| Interest income on plan assets | -12 | -58 |
| Administrative expenses and taxes | 20 | 18 |
| Pension expenses | 598 | 595 |
The change in net liability recognized during 2020 and 2019 is set out in the table below:
| December | December | |
|---|---|---|
| (in thousands of euro) | 31, 2020 | 31, 2019 |
| Net (liability)/assets at the start of the year | ||
| Unfunded status | -15,760 | -13,433 |
| Pension expenses recognized in the income statement | -598 | -595 |
| Employer contribution or benefits paid by employer | 710 | 648 |
| Amounts recognised in OCI | -531 | -2,246 |
| Translation differences | -19 | -134 |
| Net (liability) at December 31 | -16,198 | -15,760 |
The changes in defined benefit obligations and plan assets can be summarized as follows:
| December | December | |
|---|---|---|
| (in thousands of euro) | 31, 2020 | 31, 2019 |
| Change in Defined Benefit Obligation (DBO) | ||
| DBO at January 1 | 21,631 | 19,109 |
| Current service costs | 460 | 369 |
| Interest cost | 130 | 266 |
| Benefits paid | -1,262 | -766 |
| Participants' contribution | 214 | 192 |
| Effect of changes in demographic assumptions | -4 | 0 |
| Effect of changes in financial assumptions | 693 | 2,261 |
| Effect of experience adjustments | -96 | -152 |
| Exchange rate differences | 49 | 351 |
| DBO at December 31 | 21,815 | 21,631 |
| December | December | |
|---|---|---|
| (in thousands of euro) | 31, 2020 | 31, 2019 |
| Change in Plan Assets | ||
| Fair value of plan assets at January 1 | 5,871 | 5,677 |
| Contributions | 925 | 840 |
| Return on plan assets | 61 | -137 |
| Interest income on plan assets | 12 | 58 |
| Benefits paid | -1,262 | -766 |
| Administrative expenses | -20 | -18 |
| Translation differences | 30 | 217 |
| Fair value of plan asset at December 31 | 5,617 | 5,871 |
| December | December | |
|---|---|---|
| (in thousands of euro) | 31, 2020 | 31, 2019 |
| Defined Benefit Obligation at the end of the period | -21,815 | -21,631 |
| Fair value of plan assets at the end of the period | 5,617 | 5,871 |
| Unfunded status | -16,198 | -15,760 |
The major assumptions made in calculating the provisions can be summarized as follows:
| Discount rate | Rate of price inflation | Expected rates of salary increase |
|||||
|---|---|---|---|---|---|---|---|
| 2020 | 2019 | 2020 | 2019 | 2020 | 2019 | ||
| Switzerland | 0.05% | 0.2% | 1.00% | 1.00% | 1.50% | 1.50% | |
| France | 0.5% | 0.76% | N/A | N/A | 2.00% | 2.00% | |
| Germany | 0.76% | 1.00% | 1.22% | 1.5% | 3.00% | 3.00% | |
| Italy | 0.5% | 0.77% | 1.10% | 1.5% | N/A | N/A |
Discount rates declined further throughout 2020, because of decreasing yields on international bonds. This trend Is observed for both the Eurozone and Switzerland.
Regarding the inflation rate in the Eurozone, we calculated with a price inflation of 1.22% for Germany and 1.10% for Italy (1.50% used last year) applying the inflation curve to the cashflows for these plans. In France, inflation has no Impact on the benefit.
The expected rates of salary increase remained unchanged.
Through its defined benefit plans, the Group is exposed to several risks, the most significant of which are detailed below:
The sensitivity of the defined benefit obligation to changes in the assumptions is:
| (in thousands of euro) | Change in assumption |
Impact on DBO |
|---|---|---|
| Discount rate | -25bp | 958 |
| +25bp | -863 | |
| Weighted avg duration (in years) | -25bp | 18 |
| +25bp | 16 |
The above sensitivity analyses are based on a change in assumption while holding all other assumptions constant. In practice, this is unlikely to occur and changes in some of the assumptions may be correlated. The percentage of plan assets by asset allocation is as follows:
The contributions expected to be paid to the plan and to direct payments during the annual period beginning after the reporting period is estimated at 0.7 million euro.
There is one pension plan in place in Belgium that is legally structured as a Defined Contributions plan. The cost of this plan for JENSEN-GROUP NV amounted to 0.06 million euro for accounting year 2020.
Because of the Belgian legislation applicable to 2nd pillar pension plans (so-called "Vandenbroucke Law"), all Belgian Defined Contribution plans have to be considered under IFRS as Defined Benefit plans. The Vandenbroucke Law states that in the context of defined contribution plans, the employer must guarantee a minimum of 1.75% annual return on contributions as of 2016, and a minimum of 3.75% on contributions made before 2016.
Because of this minimum guaranteed return for Defined Contributions plans in Belgium, the employer is exposed to a financial risk (there is a legal obligation to pay further contributions if the fund does not hold sufficient assets to pay all employee benefits relating to employee service in the current and prior periods). These plans should therefore be classified and accounted for as Defined Benefit plans under IAS 19.
In the past the Company did not apply the Defined Benefit accounting for these plans because higher discount rates were applicable and the return on plan assets provided by insurance companies was sufficient to cover the minimum guaranteed return. As a result of the continuously low interest rates offered by the European financial markets, employers in Belgium effectively assumed a higher financial risk related to the pension plans with a minimum fixed guaranteed return than in the past, requiring them to measure the potential impact of Defined Benefit accounting for these plans.
We asked an external party to estimate the potential additional liabilities and they concluded that no potential additional liabilities exist as at December 31, 2020.
| (in thousands of euro) | December 31, 2020 |
December 31, 2019 |
|---|---|---|
| Provisons for warranties | 7,382 | 8,969 |
| Provisions for take-back obligations | 499 | 422 |
| Other provisions | 2,385 | 3,206 |
| Provisions for other liabilities and charges |
10,267 | 12,597 |
Changes in provisions can be analyzed as follows:
| (in thousands of euro) | December 31, 2019 |
Additions | Reversals (Utilizations) |
Translation Differences |
December 31, 2020 |
|---|---|---|---|---|---|
| Provisions for warranties | 8,969 | 3,784 | -5,302 | -68 | 7,382 |
| Provisions for take-back obligations | 422 | 105 | -28 | 0 | 499 |
| Other provisions | 3,206 | 395 | -960 | -256 | 2,385 |
| Total provisions | 12,597 | 4,284 | -6,289 | -324 | 10,267 |
A provision is recorded for expected warranty claims on products sold during the year. Assumptions used to calculate the provision for warranty claims are based on current sales levels and current information on warranty calls under the standard warranty period (up to 18 months) for the main products. The decrease in warranties is the result of lower activities during 2020 compared to 2019.
A provision for take-back obligations is recorded when JENSEN-GROUP sells equipment to a customer for which the customer wants to enter into a leasing contract with a Leasing Company. In some cases, the Leasing Company requires a take-back clause. In case of customer default, the leasing company can request JENSEN-GROUP to take back the machine. This creates exposure for the Company in terms of having to take back machinery over the lifetime of the financing contract.
The other provisions are set up for legal claims that, based on prudent judgment, are reasonably accounted for. Most of these claims are covered by insurance. Based on legal advice taken, management does not expect these claims to significantly impact the Group's financial position or profitability. Last year provisions were set up for restructuring which were partially utilized during 2020.
| December | December | |
|---|---|---|
| (in thousands of euro) | 31, 2020 | 31, 2019 |
| Trade payables | 17,031 | 25,255 |
| Contract liabilities | 10,896 | 10,360 |
| Remuneration and social security | 13,321 | 14,141 |
| Other amounts payable | 883 | 1,572 |
| Accrued expenses and deferred income | 8,142 | 8,255 |
| Derivative financial instruments | 172 | 96 |
| Total trade and other payables | 50,445 | 59,680 |
Because of lower activities in 2020 compared the previous year, the trade payables decreased.
| (in thousands of euro) | December 31, 2020 |
December 31, 2019 |
|---|---|---|
| Depreciation, amortization | 6,811 | 7,178 |
| Write downs on trade receivables | 772 | -329 |
| Write downs on inventory | 831 | 394 |
| Change in provisions | -1,416 | 977 |
| Total depreciation, amortization, write downs of assets | 6,998 | 8,219 |
Due to the economic impact on Covid-19, more write downs on trade receivables and on inventory were accounted for. We also refer to note 21, Financial Instruments - Market and other risks, for more information on the credit loss model of the Group. The lower activities resulted also in lower warranty provisions. We refer to note 12, Provisions for other liabilities and charges for more details.
| December 31, | December 31, | ||
|---|---|---|---|
| (in thousands of euro) | 2020 | 2019 | |
| Other Income / ( Expense) | 2,406 | 3,602 |
The other operating result Includes:
▪ One off costs and Income related to hurricane Michael:
On October 10, 2018, JENSEN USA was hit by hurricane Michael. The effect of hurricane Michael on Panama City and the surrounding areas was truly devastating.
The main JENSEN USA facility was still standing, albeit with extensive damage. JENSEN USA had a disaster plan in place and implemented it immediately. Our local team together with disaster recovery companies worked to restart production. As from Monday 29 October 2018, JENSEN USA has been running close to normal capacity.
In 2019 the JENSEN-GROUP recognized 3.8 million euro income and in 2020 2.9 million euro income as a final settlement of the insurance claim.
▪ One off costs and income related to Covid-19
The worldwide pandemic had a significant impact on the activities of the Group. In order to limit the impact on the profitability, restructuring was necessary. The operating result Includes 2.5 million euro one-off restructuring costs, especially related to the reduction of workforce.
The Group could also benefit from support from authorities in several countries (1.7 million euro), mainly related to payroll compensations. For these compensations there are no unfulfilled conditions.
| December 31, (in thousands of euro) 2020 |
December 31, 2019 |
|
|---|---|---|
| Financial income | 2,287 | 2,307 |
| Interest income | 738 | 998 |
| Other financial income | 37 147 |
|
| Currency gains | 1,512 | 1,162 |
| Financial cost | -5,152 | -4,800 |
| Interest charges | -1,939 | -2,240 |
| Other financial charges | -983 | -906 |
| Currency losses | -2,231 | -1,654 |
| Total net finance cost | -2,865 | -2,493 |
The interest income relates to the income from the cash pool and interest received from customers on long outstanding receivables.
The revaluation of balance sheet positions and hedging contracts at closing rate results in a currency gain or loss. Depending on the nature of the currency result, it is recorded in operating or financial result.
The other financial charges relate especially to bank charges and to financial discounts granted to customers.
Income tax expenses can be analyzed as follows:
| December 31, | December 31, | ||
|---|---|---|---|
| (in thousands of euro) | 2020 | 2019 | |
| Current taxes | -3,226 | -5,630 | |
| Deferred taxes | -777 | 492 | |
| Total income tax expense | -4,004 | -5,138 |
Tax expenses decreased as the result before taxes are lower.
For the disaggregation of the deferred taxes, we refer to the table in note 5 – Deferred taxes.
Relationship between tax expense and accounting profit as per December 31, 2020 and December 31, 2019:
Reconciliation of effective tax rate:
| (in thousands of euro) | December 31, 2020 |
December 31, 2019 |
|---|---|---|
| Accounting profit before taxes | 11,181 | 20,294 |
| Theoretical income tax expense | 2,628 | 4,926 |
| Theoretical tax rate | 23.50% | 24.27% |
| Tax effect of disallowed expenses | 848 | 551 |
| Tax effect of tax losses | 822 | 281 |
| Reimbursement not recognized for tax books. | 0 | -675 |
| Income not subject to taxes | -294 | 56 |
| Actual tax expenses | 4,004 | 5,138 |
| Effective tax rate | 35.81% | 25.32% |
The effective tax rate is high due to the decrease in deferred tax assets. We refer to the table in note 5 – Deferred taxes.
Two tax audits are ongoing in two different entities. The Group has accounted for the necessary provisions based on the best estimate of the expected outcome of these audits.
The theoretical tax rate is the weighted average of the theoretical tax rates of the different entities.
Basic earnings per share are calculated by dividing the Group share in the profit for the year of 7.6 million euro (15.7 million euro in 2019) by the weighted average number of ordinary shares outstanding during the years ended December 31, 2020 and 2019.
| December 31, | December 31, | |
|---|---|---|
| 2020 | 2019 | |
| Basic earnings per share (in euro) | 0.97 | 2.01 |
| Weighted avg shares outstanding | 7,818,999 | 7,818,999 |
Cash, cash equivalents and bank overdrafts include the following for the purpose of the cash flow statement:
| December 31, | December 31, | ||
|---|---|---|---|
| (in thousands of euro) | 2020 | 2019 | |
| Cash and cash equivalent | 70,775 | 45,369 | |
| Overdraft | -4,345 | -7,870 | |
| Net cash and cash equivalents | 66,430 | 37,499 |
With respect to the evolution, the following comment can be made:
Due to the lower activities, working capital requirements decreased and the Group was able to cash outstanding receivables. This resulted in higher cash.
JENSEN-GROUP has given the following commitments:
| (in thousands of euro) | December 31, 2020 |
December 31, 2019 |
|
|---|---|---|---|
| Letters of intent | 7,831 | 9,152 | |
| Bank guarantees | 10,233 | 9,199 | |
| Mortgages | 6,201 | 6,486 | |
| Repurchase commitments | 4,990 | 4,219 |
Management does not expect these contingencies to significantly impact the Group's financial position or profitability.
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) | December 31, 2020 | |||
|---|---|---|---|---|
| Carrying amount |
Fair value amount |
Carrying amount |
Fair value amount |
|
| Financial assets | ||||
| Financial Assets at amortized cost | 6,095 | 6,126 | ||
| Financial Assets at fair value through OCI | 8,986 | 8,986 | ||
| Trade receivables | 55,577 | 55,577 | 72,716 | 72,716 |
| Derivative Financial Instruments - FX contracts | 50 | 50 | 79 | 79 |
| Cash and cash equivalent | 70,775 | 70,775 | 45,369 | 45,369 |
| Total | 141,482 | 141,513 | 118,163 | 118,163 |
| Financial Liabilities | ||||
| Government grant | 1,539 | 1,539 | ||
| Financial debts | 40,863 | 40,875 | 32,854 | 30,875 |
| Financial debts - factoring | 4,879 | 4,879 | 3,218 | 2,773 |
| Trade Payables | 17,031 | 17,031 | 25,255 | 25,255 |
| Derrivative Financial Instruments - FX contracts | 171 | 171 | 96 | 96 |
| Derrivative Financial Instruments -IRS | 100 | 100 | 24 | 24 |
| Total | 64,583 | 64,595 | 61,448 | 59,024 |
The following methods and assumptions were used to estimate the fair values:
Another part of the cash is invested in bonds that are classified as financial assets at fair value through OCI. These bonds are not held for trading and the Group has irrevocably elected at initial recognition to recognize in this category. The Group considers this classification to be more relevant.
Trade receivables, cash and cash equivalent and trade payables approximate to their carrying amounts due to the short-term maturities of these instruments.
Exposure to foreign currency, interest rate and credit risk arises in the normal course of the JENSEN-GROUP business. The Company analyzes each of these risks individually and defines strategies to manage the economic impact on the JENSEN-GROUP's performance in line with its internal policies.
Derivative financial instruments are valued by an independent financial institution, based on the interest and currency rates on the liquid markets. The financial instruments are measured at fair value in the level 2 category.
| (in thousands of euro) | December 31, 2020 |
December 31, 2019 |
|---|---|---|
| Assets: Derivative Financial Instruments | 50 | 79 |
| Long-term liabilities: Derivative Financial Instruments |
-99 | -24 |
| Short-term liabilities: Derivative Financial Instruments |
-172 | -96 |
| Total | -221 | -41 |
| Fair value forex contracts | -120 | -17 |
| Fair value Interest Rate Swaps | -100 | -24 |
| Total | -220 | -41 |
JENSEN-GROUP incurs currency risks on borrowings, investments, (forecasted) sales, (forecasted) purchases whenever they are denominated in a currency other than the functional currency of the subsidiary. The currencies giving rise to risk are primarily the US Dollar, Swiss Franc, Swedish Krona, Danish Krone, British Pound, Chinese Yuan, Australian Dollar and New Zealand Dollar.
The main derivative financial instruments used to manage foreign currency risk are forward exchange contracts.
It is the Company's policy not to hold derivative instruments for speculative or trading purposes.
With respect to currencies, JENSEN-GROUP adopts the policy of:
As such these hedges are considered as cash flow hedges. They are contracted as a matter of procedure regardless of any expectations regarding foreign currency developments. The objective is to lock in the margin at the time of signing a project contract with a customer.
All foreign exchange contracts are centralized within the JENSEN-GROUP treasury department and are contracted purely based on the input of the different subsidiaries.
The currency risks resulting from translations of the financial statements of non-euro-based companies are not hedged (note 8 – Equity).
The table below provides an indication of the company's net foreign currency positions per December 31, 2020 and December 31, 2019 for firm commitments and forecasted transactions. Negative exposure means that we will sell foreign currency, buy euro. Positive exposure means that we will buy foreign currency, sell euro. The open positions are the result of the application of JENSEN-GROUP risk management policy.
2020:
| (in thousands of euro) |
Total exposure |
Total | derivatives Open position | |
|---|---|---|---|---|
| EUR/USD | - | 1,138 | -1,138 | |
| EUR/GBP | - | 357 | 814 | 457 |
| EUR/AUD | - | 686 | 850 | 164 |
| EUR/SEK | 1,594 | -998 | 596 | |
| EUR/CHF | 1,806 | -741 | 1,065 |
| of euro) | Total exposure |
Total | derivatives Open position |
|---|---|---|---|
| EUR/USD | -11,724 | 8,245 | -3,479 |
| EUR/GBP | -2,737 | 889 | -1,848 |
| EUR/AUD | -2,193 | 1,885 | -308 |
| EUR/CNY | -1,529 | 1,529 | -0 |
| USD/CAD | -105 | 104 | -2 |
| EUR/SEK | 2,652 | -2,650 | 2 |
| EUR/CHF | 1,198 | -458 | 740 |
| EUR/NZD | 350 | 0 | 350 |
| exposure | derivatives Open position | ||
|---|---|---|---|
| of euro) | |||
| EUR/USD | -11,724 | 8,245 | -3,479 |
| EUR/GBP | -2,737 | 889 | -1,848 |
| EUR/AUD | -2,193 | 1,885 | -308 |
| EUR/CNY | -1,529 | 1,529 | -0 |
| USD/CAD | -105 | 104 | -2 |
| EUR/SEK | 2,652 | -2,650 | 2 |
| EUR/CHF | 1,198 | -458 | 740 |
| EUR/NZD | 350 | 0 | 350 |
| Production is generated: | |||
| ▪ | in the USA, where activities are conducted in USD; and | ||
| ▪ | in China, where activities are conducted in CNY. | ||
| The table below gives an overview of the sensitivity analysis for 2020: | |||
| (in thousands of euro) |
Change in currency |
Impact net profit1 |
Impact on equity |
| USD | -12.04% | -2,046 | -2,853 |
| 12.04% | 1,667 | 6,386 | |
| GBP | -8.15% | -51 | -270 |
| 8.15% | 131 | 318 | |
| AUD | -10.03% | -734 | -321 |
| 10.03% | 254 | 393 | |
| -8.71% | -65 | -28 | |
| NZD | |||
| 8.71% | 74 | 33 | |
| CAD | -8.07% | 7 | 0 |
| 8.07% | -17 | 0 | |
| CNY | -7.41% | 71 | -265 |
| 7.41% | -57 | 307 | |
| SEK | -6.99% | 453 | -430 |
| 6.99% | -385 | 495 | |
| CHF | -2.55% | 29 | -181 |
| 2.55% | -43 | 190 | |
| DKK | -0.43% | 136 | -491 |
| 0.43% | -98 | 510 | |
| SGD | -8.10% | -142 | |
| 8.10% | 166 | ||
| JPY | -12.05% | -17 | |
| 12.05% | 22 | ||
| BRL | -43.79% 43.79% |
104 -267 |
|
| AED | -11.98% | -19 | |
| 11.98% | 24 | ||
| NOK | -14.07% 14.07% |
-32 46 |
-33 44 |
1: The estimation is based on the standard deviation of daily volatilities of the foreign exchange rates during the past 360 days
These calculations are a purely theoretical calculation and do not take into account the gain or loss of sales resulting from the increased relative weakness or strength of currencies.
At December 31, 2020, the Group held the following foreign exchange contracts. Balances due within 12 months equal their carrying balances as the impact of the discount is not significant.
| Curr | Sell | Avg exchange rate |
Maturity | Fair value (in thousands of euro) |
|---|---|---|---|---|
| EUR/GBP | 741,742 | 0.91 | 29-6-2021 | -9 |
| EUR/AUD | 1,405,159 | 1.65 | 25-2-2021 | -34 |
| DKK/SEK | 23,416,734 | 1.42 | 30-12-2024 | -125 |
| Buy | Avg exchange |
Maturity | Fair value (in thousands of |
|
| Curr | rate | euro) | ||
| EUR/CHF | 800,000 | 1.08 | 1-2-2021 | -1 |
| EUR/SEK | 10,348,316 | 10.37 | 14-2-2021 | 49 |
All of these foreign exchange contracts are designated and effective as cash flow hedges. The changes in fair value over 2020 amounting to 0.02 million euro after taxes have been deferred in equity. No ineffectiveness has been recorded.
At December 31, 2019, the Group held the following foreign exchange contracts. Balances due within 12 months equal their carrying balances as the impact of the discount is not significant.
| Sell | Avg exchange |
Maturity | Fair value (in thousands of |
|
|---|---|---|---|---|
| Curr | rate | euro) | ||
| EUR/USD | 9,231,978 | 1.12 | 10-2-2020 | 38 |
| EUR/GBP | 799,641 | 0.90 | 4-2-2020 | -52 |
| EUR/AUD | 3,079,231 | 1.63 | 2-3-2020 | -45 |
| EUR/CNY | 11,988,220 | 7.84 | 21-1-2020 | -1 |
| USD/CAD | 154,035 | 1.32 | 31-1-2020 | -2 |
| Curr | Buy | Avg exchange rate |
Maturity | Fair value (in thousands of euro) |
|---|---|---|---|---|
| EUR/CHF | 500,000 | 1.09 | 31-1-2020 | 3 |
| EUR/SEK | 28,161,543 | 10.63 | 18-2-2020 | 42 |
All of these foreign exchange contracts were designated and effective as cash flow hedges. The changes in fair value over 2019 amounting to 0.01 million euro after taxes were deferred in equity. No ineffectiveness was recorded.
The Company uses derivative financial instruments to reduce exposure to adverse fluctuations in interest rates. It is the Company's policy not to hold derivative instruments for speculative or trading purposes.
All financing within the JENSEN-GROUP is centralized in the treasury department. This makes it easier for the JENSEN-GROUP to respect its policy of hedging using IRS.
In respect of interest-bearing financial liabilities, the table below indicates their effective interest rates at balance sheet date as well as the periods in which they roll over. Balances due within 12 months equal their carrying balances as the impact of the discount is not significant.
| > 5 years | 1-5 years | > 3 months< 12 months |
< 1 month > 1 month < 3 months |
Carrying amount |
Effective interest rate |
(in thousands of euro) | |
|---|---|---|---|---|---|---|---|
| Floating rate | |||||||
| 0 | 2.289 | 0 | 0 | 3.254 | 5.543 | 1.15% | EUR |
| 0 | 987 | 65 | 22 | 1.297 | 2.371 | 4.14%-5.59% | CNY |
| 0 | 3.276 | 65 | 22 | 4.551 | 7.914 | Total floating | |
| Fixed rate | |||||||
| 6.225 | 20.006 | 6 | 2 | 1 | 26.240 | 1.22% - 1.5% | EUR |
| 4.954 | 1.404 | 263 | 59 | 29 | 6.709 | 0.44% -1.5% | DKK1 |
| 11.179 | 21.410 | 269 | 61 | 30 | 32.949 | Total Fixed | |
| Factoring | |||||||
| 0 | 2.779 | 1.575 | 350 | 175 | 4.879 | EUR | |
| 11.179 | 27.465 | 1.910 | 433 | 4.756 | 45.742 | Total |
1: Includes both loans at fixed rates and loans at floating rate covered by IRS.
| (in thousands of euro) | Effective interest rate |
Carrying amount |
< 1 month > 1 month < 3 months |
> 3 months< 12 months |
1-5 years | > 5 years | |
|---|---|---|---|---|---|---|---|
| Floating rate | |||||||
| EUR | 1.15% | 5,595 | 5,595 | 0 | 0 | 0 | 0 |
| CNY | 4,5%-6,08% | 3,557 | 2,274 | 45 | 134 | 1,104 | 0 |
| Total floating | 9,152 | 7,869 | 45 | 134 | 1,104 | 0 | |
| Fixed rate | |||||||
| EUR 1.22% - 2.52% | 16,681 | 1 | 2 | 6,006 | 10,014 | 658 | |
| DKK1 | 0,44% -1,5% | 7,021 | 29 | 58 | 260 | 1,392 | 5,283 |
| Total Fixed | 23,702 | 30 | 60 | 6,266 | 11,406 | 5,941 | |
| Factoring | |||||||
| EUR | 3,218 | 63 | 126 | 566 | 2,463 | 0 | |
| Total | 36,072 | 7,962 | 231 | 6,966 | 14,973 | 5,941 |
1: Includes both loans at fixed rates and loans at floating rate covered by IRS.
The following table sets out the conditions of the interest rate swaps:
| Curr | SWAP | amount Fixed interest | Maturity | Fair value (in thousands of euro) |
|---|---|---|---|---|
| DKK | 16,805,993 | 0.44% | 30-12-2039 | -100 |
| TOTAL in EUR | 2,258,597 | -100 |
The interest rate swaps are designated and effective as cash flow hedges. The changes in fair value over 2020 amounting to 0.08 million euro after taxes have been deferred in equity. No ineffectiveness has been recorded.
2019:
| Curr | SWAP amount |
Fixed interest |
Maturity | Fair value (in thousands of euro) |
|---|---|---|---|---|
| DKK | 17,738,000 | 0.44% | 30-12-2039 | -25 |
| TOTAL in EUR |
2,377,971 | -25 |
The interest rate swaps were designated and effective as cash flow hedges. The changes in fair value over 2019 amounting to 0.1 million euro after taxes were deferred in equity. No ineffectiveness was recorded.
As disclosed in the above table, 7.9 million euro of the Company's interest-bearing financial liabilities bear a variable interest rate. This amount does not include the 2.3 million EUR loan that is covered by an Interest Rate Swap. The Company estimates that the reasonably possible change of the market interest rates applicable to its floating rate debt is as follows:
| Possible | |||
|---|---|---|---|
| Carrying | Effective | rates at | |
| (in thousands | amount | interest rate | December |
| of euro) | 31, 2020 | ||
| EUR | 5,543 | 1.15% 1.24% – 1.06% | |
| CNY | 2,371 | 4.14%-5.59% | 4.14%-5.59% |
| Total in EUR | 7,914 |
Applying the reasonably possible increase/decrease in the market interest rate mentioned above to our floating rate debt at December 31, 2020, with all other variables held constant, 2020 profit would have been 0.04 million euro lower/higher.
Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss.
As part of the credit risk policy historical data about trade receivables overdue is used. As explained in the valuation policies additional forward-looking information is used.
Under the Group's credit policy, project customers are required to either provide an advance payment or to provide a guarantee (ex. L/C, bank guarantees). We examine the creditworthiness of each new customer and of existing customers that start buying higher amounts.
The consolidated ageing schedule of the trade receivables is as follows.
| (in thousands of euro) | Current | < 60 days | > 60 days < 90 days overdue |
> 90 days < 120 days overdue |
> 120 days overdue |
Total |
|---|---|---|---|---|---|---|
| Outstanding trade receivables | 29,804 | 15,666 | 1,904 | 2,706 | 5,602 | 55,681 |
| Collateral held as security | 0 | 0 | ||||
| Net exposure | 29,804 | 15,666 | 1,904 | 2,706 | 5,602 | 55,681 |
| Provisions accounted for | -3,346 | |||||
| Total | 52,336 |
| (in thousands of euro) | Current | < 60 days | > 60 days < 90 days overdue |
> 90 days < 120 days overdue |
> 120 days overdue |
Total |
|---|---|---|---|---|---|---|
| Outstanding trade receivables | 55,620 | 8,790 | 1,970 | 1,593 | 4,626 | 72,599 |
| Collateral held as security | 0 | 0 | ||||
| Net exposure | 55,620 | 8,790 | 1,970 | 1,593 | 4,626 | 72,599 |
| Provisions accounted for | -2,824 | |||||
| Total | 69,775 |
Balances due within 12 months equal their carrying balances as the impact of the discounting is not significant.
Trade debtors and other amounts receivable are shown on the balance sheet at amortized cost (in general, the original amount invoiced) less an amount for expected credit losses.
Given the nature of our activities, being project business, and seen the significant concentration of the account receivable/contract assets relating to individually significant projects within the Group, allowances that cover both incurred and future expected losses are calculated on an individual basis, however taking into account aggregated data about the past experience with similar clients.
In applying IFRS 9, the Group makes significant judgements in determining the realizable value in respect to trade receivables. The Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables. To measure the lifetime expected credit losses, the Group takes into account the assessment of the probability of default and the exposure at default (including estimated coverage by credit insurance and other forms of collateral).
The historical credit loss experience of individual customers is reviewed on a regular basis and adjusted if necessary to reflect the differences in the current and expected economic conditions versus the historical conditions.
In addition to the ECL (Expected Credit Loss) provisions based on the historical experience and future expectation, the Group recognizes individually managed exposures on a case-by-case basis, to the extent not covered by the ECL model.
The roll forward of the provision for doubtful debtors is set out below:
| (in thousands of euro) | |
|---|---|
| Provision Doubtful Debtors opening balance | 2,824 |
| Additions | 1,226 |
| Reversals | -657 |
| Exchange difference | -47 |
| Provision Doubtful closing balance | 3,345 |
There are no customers with concentration of more than 10% of the total outstanding receivables.
The bank credit ratings (S&P) as per December 31, 2020 are as follows:
Nordea: AA-
KBC: A+
Nykredit: AA-
The assets held for sale amounting to 0.4 million euro relate to the former Cissell building in Kentucky (former CLD activities).
The costs related to the building (0.05 million euro) are presented as result from assets held for sale.
The shareholders of the Company as per December 2020 are:
| JENSEN INVEST A/S: | 54.4% |
|---|---|
| Lazard Frères Gestion SAS: | 5.2% |
| Free float: | 40.4% |
| December | December | |
|---|---|---|
| In thousands of euro | 31, 2020 | 31, 2019 |
| Fees paid to Board members Gross salaries paid to senior |
322 | 328 |
| managers | 1,634 | 2,233 |
In 2020, Cross Culture Research LLC, represented by Mrs. Anne M. Jensen invoiced 2.800 USD to JENSEN AG Burgdorf for editorial services.
For more details on the remuneration of senior management, we refer to the Remuneration Report included in the Report of the Board of Directors.
On January 29, 2016 JENSEN-GROUP acquired an equity stake of 30% in TOLON GLOBAL MAKINA Sanyi Ve Tikaret Sirketi A.S., Turkey 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%.
On January 2, 2018, JENSEN-GROUP acquired an equity stake of 30% in Inwatec ApS (Denmark). JENSEN-GROUP has the option to increase its shareholding between 2020 and 2023.
As the JENSEN-GROUP holds less than 50% of both companies, these participations are consolidated by the equity method.
| In thousands of euro | December 31, 2020 |
December 31, 2019 |
|---|---|---|
| Companies accounted for using the equity method |
8,184 | 7,574 |
The JENSEN-GROUP and ABS Laundry Business Solutions 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 "income attributable to non-controlling interest".
| In thousands of euro | December 31, 2020 |
December 31, 2019 |
|---|---|---|
| Result attributable to Minorty Interest |
-479 | -675 |
| Equity part of MI 60% | -1,354 | -875 |
For the legal structure, we refer to note 27.
On March 27, 2019, the JENSEN-GROUP increased its shareholding in TOLON GLOBAL MAKINA Sanyi Ve Tikaret Sirketi A.S., Turkey, by 6.34% to reach the level defined in the original contract of 49%.
The table below gives an overview of the acquisition-date fair value of the total consideration transferred and the remaining amount of goodwill recognized for the acquisition:
| (in thousands of euro) | December 31, 2019 |
|
|---|---|---|
| Non current assets | 3.693 | |
| Current assets | 8.688 | |
| Non current liabilities | -7.443 | |
| Net assets acquired | 4.937 | |
| Group share in net assets acquired | 313 | |
| Goodwill | 338 | |
| Purchase price | 651 | |
| Net cash out for acquisitions of subsidiaries | 651 |
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.
The statutory Auditor is PwC Bedrijfsrevisoren bv, represented by Mrs. Lien Winne.
The Statutory Auditor received worldwide fees of 417,400 euro (excl. VAT) for auditing the statutory accounts of the various legal entities and the consolidated accounts of the JENSEN-GROUP. Apart from its mandate, the Statutory Auditor received during 2020 additional fees of 60,376.01 euro (excl. VAT), of which 2,000 euro was invoiced to JENSEN-GROUP NV. The JENSEN-GROUP has appointed a single audit firm for the audit of the consolidated financial statements.
There are no significant post-balance sheet events.
| Consolidated companies | Registered office | Participation percentage |
|---|---|---|
| Belgium | ||
| JENSEN-GROUP NV | Bijenstraat 6 | Parent Company |
| 9051 Sint-Denijs-Westrem | ||
| TOLON Europe BV (Associate) | Bijenstraat 3 | 49% |
| 9051 Sint-Denijs-Westrem | ||
| Australia JENSEN Laundry Systems Australia |
Unit 16, 38-46 South Street | 100% |
| PTY Ltd. | Rydalmere NSW 2116 | |
| Austria | ||
| JENSEN Austria Holding GmbH | Reinhartsdorfgasse 9 | 100% |
| 2324 Schwechat-Rannersdorf | ||
| JENSEN ÖSTERREICH GmbH | Reinhartsdorfgasse 9 | 100% |
| A-2324 Schwechat-Rannersdorf | ||
| Brazil | ||
| JENSEN-GROUP BRASIL COMERCIO E | Rua Riachuelo 460 | 100% |
| SERVICOS DE EQUIPAMENTOS DE | CEP 18035-330 Sorocaba-SP | |
| LAVANDERIA LTDA | ||
| China | ||
| JENSEN Industrial Laundry | Phoenix Avenue, | 100% |
| Technology (Xuzhou) Co., Ltd | Xuzhou Clean Technology Zone | |
| 221121 Xuzhou, | ||
| Jiangsu Province, | ||
| P.R. China | ||
| Denmark | ||
| JENSEN Industrial Group A/S | Industrivej 2 | 100% |
| 3700 Rønne | ||
| JENSEN Denmark A/S | Industrivej 2 | 100% |
| 3700 Rønne | ||
| Inwatec ApS (Associate) | Hvidkærvej 30 | 30% |
| 5250 Odense SV |
| France | ||
|---|---|---|
| JENSEN France SAS | 2 "Village d'entreprises" | 100% |
| ZA de la Couronne des Près | ||
| Avenue de la Mauldre | ||
| 78680 Epône | ||
| Germany | ||
| JENSEN GmbH | Jörn-Jensen-Straβe 1 | 100% |
| 31177 Harsum | ||
| JENSEN Components GmbH | Ludwig-Erhard-Strasse 18 | 100% |
| 30982 Pattensen | ||
| Italy | ||
| JENSEN Italia s.r.l. | Strada Provinciale Novedratese 46 | 100% |
| 22060 Novedrate | ||
| Japan | ||
| JENSEN Japan Co., Ltd. | 4-9-1-203 Imagawa, Urayasu-city | 100% |
| 279-0022 Japan | ||
| Middle East | ||
| JENSEN Industrial Laundry Systems | JENSEN Industrial Laundry Systems | 100% |
| M.E. DMCC | M.E. DMEE | |
| Unit No: 204 Fortune Tower Plot | ||
| No: JLT-PH1-C1A Jumeirah Lakes | ||
| Towers | ||
| Dubai | ||
| UAE | ||
| Norway | ||
| JENSEN NORGE AS | Østensjøveien 36 | 100% |
| 0667 OSLO | ||
| New Zealand | ||
| JENSEN New Zealand Ltd | C/- MinterEllisonRuddWatts | 100% |
| 15 Customs Street | ||
| West Auckland 1010 | ||
| Singapore | ||
| JENSEN Asia PTE Ltd. | No. 6 Jalan Kilang #02-01 | 100% |
| Dadlani Industrial House | ||
| Singapore 159406 |
| Spain | ||
|---|---|---|
| JENSEN Spain S.L. | Calle Energia, 34 | 100% |
| Poligono Famades | ||
| ES-08940 Cornella de Llobregat | ||
| (Barcelona) | ||
| Sweden | ||
| JENSEN Sweden AB | Företagsgatan 68 | 100% |
| 504 94 Borås | ||
| JENSEN SVERIGE AB | P.O. Box 1088 | 100% |
| 171 22 Solna | ||
| JENSEN Sweden Holding AB | Box 363 | 100% |
| 503 12 Borås | ||
| Switzerland | ||
| JENSEN AG Burgdorf | Buchmattstrasse 8 | 100% |
| 3400 Burgdorf | ||
| JENSEN Holding AG | Buchmattstrasse 8 | 100% |
| 3400 Burgdorf | ||
| GOTLI Holding | Industriestrasse 51 | 51% |
| 6312 Steinhausen | ||
| GOTLI Labs AG | Industriestrasse 51 | 51% |
| 6312 Steinhausen | ||
| Turkey | ||
| TOLON GLOBAL MAKINA Sanyi Ve | A.O.S.B. 10007. Sk. No:9 Çiğli, | 49% |
| Tikaret Sirketi A.S. (Associate) | İzmir | |
| TOLON EXPORT MAKİNE TİCARET | 10007 SOK. NO:9 AOSB ÇİĞLİ | 49% |
| A.Ş. (Associate) | İzmir | |
| United Kingdom | ||
| JENSEN UK Ltd. | Unit 5, Network 11 | 100% |
| Thorpe Way Industrial Estate | ||
| Banbury, Oxfordshire OX16 4XS | ||
| US | ||
| JENSEN NA Inc. | Corporation Trust Center | 100% |
| Orange Street 1209 | ||
| Wilmington - Delaware |
| JENSEN USA, Inc. | Aberdeen loop 99 | 100% |
|---|---|---|
| Panama City, FL 32405 | ||
| 831 South 1st Street, Inc. | 831 South 1st Street | 100% |
| Louisville, KY 40203 | ||
NV
| (in thousands of euro) | 31 December | 31 December |
|---|---|---|
| 2020 | 2019 | |
| Fixed assets | 96,842 | 96,959 |
| Tangible fixed assets | 186 | 303 |
| Financial fixed assets | 96,656 | 96,656 |
| Current assets | 34,117 | 28,890 |
| Stocks and contracts in progress | 4,635 | 2,916 |
| Amounts receivable within one year | 2,455 | 4,082 |
| Deposits | 5,000 | 0 |
| Cash at bank and on hand | 21,965 | 21,835 |
| Deferred charges and accrued income | 62 | 57 |
| TOTAL ASSETS | 130,959 | 125,849 |
| (in thousands of euro) | 31 December | 31 December |
|---|---|---|
| 2020 | 2019 | |
| Capital and reserves* | 101,302 | 103,670 |
| Capital | 30,710 | 30,710 |
| Share premium account | 5,814 | 5,814 |
| Reserves | 3,071 | 3,071 |
| Accumulated profits | 61,707 | 64,075 |
| Provisions and deferred taxes | 997 | 1,060 |
| Provisions for liabilities and charges | 997 | 1,060 |
| Long-term debts | 20,000 | 10,000 |
| Bank loans | 20,000 | 10,000 |
| Short-term debts | 8,661 | 11,119 |
| Financial debts | 0 | 6,000 |
| Amounts payable within one year | 8,499 | 4,892 |
| Accrued charges and deferred income | 162 | 227 |
| TOTAL LIABILITIES | 130,959 | 125,849 |
* As announced in the press release of April 9, 2020, no dividend has been paid out on the 2019 result.
| (in thousands of euro) | 31 December | 31 December |
|---|---|---|
| Financial year ended | 2020 | 2019 |
| Operating income | 13,515 | 16,786 |
| Turnover | 11,196 | 14,637 |
| finished goods and contracts in progress | 1,776 | 669 |
| Other operating income | 542 | 1,480 |
| Operating charges | -13,803 | -16,205 |
| Raw materials, consumables and goods for resale | 6,936 | 7,681 |
| Services and other goods | 4,491 | 5,974 |
| Remuneration, social security and pensions | 2,040 | 2,377 |
| Depreciation | 101 | 140 |
| Write-downs | 169 | -104 |
| Provisions for liabilities and charges | 0 | 0 |
| Other operating charges | 65 | 137 |
| Operating profit | -288 | 581 |
| Financial result | -171 | 7,682 |
| Financial income | 162 | 7,986 |
| Financial charges | -333 | -304 |
| Result for the year before taxes | -459 | 8,263 |
| Income taxes | 44 | -148 |
| Result for the year | -415 | 8,114 |
| (in thousands of euro) | 31 December | 31 December | |
|---|---|---|---|
| Financial year ended | 2020 | 2019 | |
| Profit to be appropriated | 63,661 | 64,076 | |
| Profit (loss) for the period available for appropriation | -415 | 8,114 | |
| Profit (loss) brought forward | 64,076 | 55,962 | |
| Appropriations to capital and reserves | 0 | 0 | |
| Result to be carried forward | -61,707 | -64,076 | |
| Profit to be carried forward | 61,707 | 64,076 | |
| Distribution of profit | -1,955 | 0 | |
| Dividends* | -1,955 | 0 |
* As announced in the press release of April 9, 2020, no dividend has been paid out on the 2019 result.
| 2020 | 2019 | |
|---|---|---|
| (in euro) | (12 months) | (12 months) |
| Current profit per share after taxes (1) | 0.05 - |
1.04 |
| Number of shares outstanding (average) | 7,818,999 | 7,818,999 |
| Number of shares outstanding (yearend) | 7,818,999 | 7,818,999 |
(1) The current profit after tax is the same as the net profit excluding extraordinary gains and losses (both adjusted for taxes).
In accordance with article of the Belgian Companies' and Associations' Code, a summary version of the statutory financial statements of JENSEN-GROUP NV is presented. These have been prepared in accordance with Belgian Accounting Standards. The management report and statutory financial statements of JENSEN-GROUP NV and the report of the Statutory Auditor thereon are filed with the appropriate authorities and are also available at the Company's registered offices.
The Statutory Auditor has issued an unqualified opinion on the statutory financial statements of JENSEN-GROUP NV.
JENSEN-GROUP NV has both a holding function and a commercial function as the sales and service company for the Benelux area.
The Board of Directors decided not to pay out a dividend for the year 2019 as a measure of prudence. Seen the impact of the Covid-19 crisis, the Board decided to focus on balancing the capacity, working capital management and preserving cash and liquidity.
During 2020, 5 million euro of the cash was invested in a short-term deposit.
To support the long-term growth, JENSEN-GROUP NV has taken out a new 5 years' bullet loan of 10 million euro. At the other hand, the 6 million bullet loan was repaid as the due date was in November 2020
During 2019, JENSEN-GROUP NV received dividends from its subsidiaries amounting to 7.8 million euro.
The full version of the statutory financial statements of JENSEN-GROUP NV is available on the corporate website www.JENSEN-GROUP.com.
The valuation rules are in accordance with the Royal Decree of April 29, 2019.
Since JENSEN-GROUP NV has a holding function, we emphasize that, in accordance with our valuation rules and accounting legislation in Belgium, financial fixed assets are valued at their initial acquisition price or paid-in capital. Write-offs on the financial fixed assets are taken when they are deemed to be of a permanent nature. If it appears that write-offs taken previously are no longer needed, they are reversed. Financial fixed assets are never valued above acquisition price or paid-in capital.
The intangible fixed assets consist of goodwill that arises from the acquisitions of the distribution activity in the
Benelux. For statutory purposes, goodwill is amortized over a period of five years.
Tangible fixed assets are recorded at their acquisition value or construction cost, increased, where appropriate, by ancillary costs. Tangible fixed assets are depreciated on a straight-line basis over their estimated useful life from the month of acquisition onwards.
On tangible fixed assets, the depreciation rules are:
| Caption | Method | Rate |
|---|---|---|
| Infrastructure | Straight line | 10% |
| Installations, machinery and | Straight line | 20% |
| equipment | ||
| Office equipment and furniture | Straight line | 20% |
| Vehicles | Straight line | 20% |
Inventories are valued at the lower of cost or net realizable value. Cost is determined by the first-in, first-out (FIFO) method. For produced inventories, cost means the full cost including all direct and indirect production costs required to bring the inventory items to the stage of completion at the balance sheet date. Net realizable value is the estimated selling price in the ordinary course of business, less the costs of completion and variable selling expenses.
The Company uses the 'percentage of completion method' to determine the appropriate amount to recognize in a given period. The stage of completion is measured by reference to the contract costs incurred up to the balance sheet date as a percentage of total estimated costs for each contract. Costs incurred in the year in connection with future activity on a contract are excluded from contract costs in determining the stage of completion. They are presented as inventories, prepayments or other assets, depending on their nature.
Trade amounts receivable and other amounts receivable are carried at nominal value. Allowances are made to amounts receivable where uncertainty exists as to the receipt or payment dates of the whole or a part of the balance. Supplementary write-offs are also recorded where the realizable value at the balance sheet date is lower than the carrying value.
Deposits with financial institutions are carried at nominal value. Write-downs are applied where the realizable value at the balance sheet date is lower than the historical cost.
Provisions for liabilities and charges are assessed on an individual basis to address the risks and future costs which they are intended to cover. They are maintained only to the extent that they are required following an updated assessment of the liabilities and charges for which they were created.
Amounts payable are carried at nominal value at the balance sheet date. The only elements which are recorded in the accrued charges and deferred income accounts are charges payable at the balance sheet date in respect of past or prior years.
The Company uses derivative financial instruments to reduce its exposure to adverse fluctuations in interest rates and foreign exchange rates. It is the Company's policy not to hold derivative instruments for speculative or trading purposes.
Derivative financial instruments are recognized initially at cost, their premium is amortized pro rata temporis. At year-end, the financial instruments are measured at market value using the mark-to-market mechanism. The unrealized losses are recognized in the income statement whereas the unrealized gains are deferred.
The hedged balance sheet positions (outstanding receivables and payables) are recorded at the hedging rate.
The Company may undertake both in Belgium and abroad, any and all industrial, trade, financial, bonds and stocks and real property transactions that are likely to extend or further its business directly or indirectly or that are related therewith. It may acquire any and all movable and real property items, even if these are related neither directly nor indirectly to the Purpose of the Company.
It may obtain, in any manner, an interest in any and all associations, ventures, businesses or companies that pursue the same, a similar or related purpose or that are likely to further its business or facilitate the sale of its products or services, and it may cooperate or merge therewith.
website www.jensen-group.com. The annual accounts are filed with the National Bank of Belgium. Financial reports of the Company are published in the financial press and are also available on the website www.jensen-group.com. Other documents that are publicly available and that are mentioned in the reference document can be consulted at the registered office of the Company or on its corporate website www.jensen-group.com. The Annual Report of the Company is sent every year to the holders of registered shares as well as to any shareholder who wish to receive it.
| Date | Share capital | Currency | Number of shares |
|---|---|---|---|
| 24/05/2002 | 42,714,560 | euro | 8,264,842 |
| 20/05/2008 | 42,714,560 | euro | 8,252,604 |
| 13/01/2009 | 42,714,560 | euro | 8,039,842 |
| 30/11/2011 | 42,714,560 | euro | 8,002,968 |
| 04/10/2012 | 30,710,108 | euro | 8,002,968 |
| 12/05/2016 | 30,710,108 | euro | 7,818,999 |
JENSEN-GROUP N.V. | Bijenstraat 6 | 9051 Sint-Denijs-Westrem (Gent) - Belgium T +32 (0)9 333 83 30 | www.jensen-group.com
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