Annual report
2021
Enhancing
synergies
1
B&S Group S.A.
Annual Report 2021
About B&S Results Governance Financial statementsIntroduction
Contents
01. Introduction 2
Key gures & events 3
At a glance 7
Message from the CEO 11
02. About B&S 15
Company prole 16
Our 2021-2023 strategy: Adapt to win 28
Value creation 36
03. Results 44
People & culture 45
Sustainable operations 53
Financial & segmental performance 63
04. Governance 77
Composition Executive Board & Leadership team 78
Composition Supervisory Board 80
Corporate governance 82
Risk management 88
Share information 97
Supervisory Board report 100
Audit and Risk Committee report 103
Remuneration report 105
05. Financial statements 114
Consolidated statement of prot or loss 116
Consolidated statement of prot or loss and
other comprehensive income 117
Consolidated statement of nancial position 118
Consolidated statement of changes in equity 120
Consolidated statement of cash ows 122
Notes to the Consolidated Financial Statements 124
Other information 179
Independent auditor’s report 180
List of subsidiaries 185
Contact 185
Celebrate friendship
B&S Group S.A.
Annual Report 2021
About B&S Results Governance Financial statements
2
Introduction
B&S is a tech company in the consumer goods industry with a very strong global
network. We bring parties in the value chain all over the world together that are in
many ways difcult to connect.
Introduction
B&S Group S.A.
Annual Report 2021
About B&S Results Governance Financial statementsIntroduction
3
Facts & gures
People & Culture
Headcount
2,008 (ex. temporary help)
M / F ratio
53.0% / 47.0%
Nationalities / continents
57 / 4
Turnover
615
Average tenure
5.6
Average age
37.6
Sustainable operations
AEOS & AEOC status
since 2008
ISO 22000 certied
since 2012
ISO 9001 certied
since 2020
ISO 14001 certied
since 2020
USAPHC approved
Ofcially registered supplier to
UN global market place
Member UN Global Compact
since 2010
Commercial focus /
Financial performance
Organic turnover growth
(0.3%)
Acquisitive turnover growth
0.7%
EBITDA margin
6.2%
Return On Invested Working Capital
24.8%
Net debt / EBITDA
2.5
4
B&S Group S.A.
Annual Report 2021
About B&S Results Governance Financial statementsIntroduction
Key gures 2021
6
main focus areas
All premium brands
>100
countries
Consumer goods
Global spread of customers
Turnover (in millions)
Net cash (in millions)
€1,869.5
2020: €1,861.8
↑
0.4%
€14.8
2020: €147.0
EBITDA (in millions)
Employees
€116.4
2020: €90.3
↑
28.9%
2,008
57 nationalities
on 4 continents
5
B&S Group S.A.
Annual Report 2021
About B&S Results Governance Financial statementsIntroduction
Key events 2021
January ↓
March → April → May →
→
June →
Ken Lageveen joins
leadership team of B&S
as Chief Operations
Of cer.
B&S increases majority
stake in JTG and
subsequently FragranceNet.
com, therewith further
aligning the companies in
the B&S Beauty segment.
B&S starts
construction of new
warehouse in Kolham,
the Netherlands to
facilitate expansion of
the B&S Personal
Care segment.
B&S Food launches
e-com platform to
provide wholesale
customers globally
with easy access to the
full assortment on a
24/7 basis.
B&S introduces
updated strategy and
new operating segment
structure to increase
efciency and speed up
decision making.
The HQ of B&S Food
and B&S Health in
Dordrecht, the Netherlands
refurbishes nearly 35,000
m² roof to realise 25,000 KG
CO
2
reduction
6
B&S Group S.A.
Annual Report 2021
About B&S Results Governance Financial statementsIntroduction
Arben Hajrullahu joins
leadership team of B&S
as Chief Commercial
Of cer.
B&S launches Signature
Beauty, a new entity in
the B&S Beauty
segment with primary
focus on the Luxury
Beauty industry.
B&S Beauty
rolls out
Fragrance.com
in Australia and
the Middle East.
Overarching
technology
backbone B&S
Nnity is completed
to boost all business
activities in all
product catagories.
B&S Retail signs MOU
with Qatar International
Airport and launches its
new digital experience
concept at Zurich
airport.
August ↓
October →
November →
In January 2022, B&S Group
rebranded as B&S.
B&S rebranding reects the unication of our
operations into one better, stronger B&S.
Our evolved corporate and visual identity embody
our global reach and tech-driven approach to
make premium consumer goods available to
everyone, anywhere.
To learn more:
visit Welcome to B&S
September →
The HQ of B&S Food and
B&S Health in Dordrecht,
the Netherlands starts
using solar panels –
generating 3,5 megawatts
annually.
B&S Group S.A.
Annual Report 2021
About B&S Results Governance Financial statementsIntroduction
7
At a glance
Enhancing synergies
Instead of a group of companies, B&S is an
integrated company with overlapping customers,
services, assortments and channels.
Although our operating segments and business
units carry out distinctive propositions, they share
the same backbone to enhance synergy and unlock
new business potential – all driven by B&S Nnity.
Our vision
By seamlessly connecting all parties in
the value chain through technology,
we become the world’s leading network
for easy access to premium consumer
goods.
Our mission
To make premium consumer goods
available to everyone, anywhere.
→ →
8
B&S Group S.A.
Annual Report 2021
About B&S Results Governance Financial statementsIntroduction
B&S Liquors
Branded premium liquors for wholesalers, e-commerce platforms and
consumers.
€ million (unless stated otherwise) FY 2021
reported
FY 2020
reported
Δ (%)
reported
Turnover 540.9 575.5 (6.0%)
Gross prot 56.9 36.6 55.5%
EBITDA 28.2 12.9 118.6%
EBITDA margin 5.2% 2.2%
Geographic prole: Europe, Middle East, Asia
Owned labels in our portfolio:
B&S Beauty
Branded premium fragrances and cosmetics for consumers, wholesalers
and e-commerce platforms.
€ million (unless stated otherwise) FY 2021
reported
FY 2020
reported
Δ (%)
reported
Turnover 675.7 646.1 4.6%
Gross prot 126.7 115.6 9.6%
EBITDA 62.4 65.4 (4.6%)
EBITDA margin 9.2% 10.1%
Geographic prole: USA, Europe, Australia, Asia, Middle East
Owned labels in our portfolio:
Facts & gures per operating segment
→ →
9
B&S Group S.A.
Annual Report 2021
About B&S Results Governance Financial statementsIntroduction
B&S Personal Care
Branded premium personal and home care products for value retailers.
€ million (unless stated otherwise) FY 2021
reported
FY 2020
reported
Δ (%)
reported
Turnover 276.4 262.6 5.3%
Gross prot 46.3 44.3 4.5%
EBITDA 25.3 22.7 11.5%
EBITDA margin 9.1% 8.6%
Geographic prole: Europe
Owned labels in our portfolio:
B&S Food
Branded premium food and beverages for duty-free, remote, retail and
marine markets.
€ million (unless stated otherwise) FY 2021
reported
FY 2020
reported
Δ (%)
reported
Turnover 287.2 277.9 3.3%
Gross prot 36.2 37.6 (3.7%)
EBITDA 3.1 3.9 (20.5%)
EBITDA margin 1.1% 1.4%
Geographic prole: Europe, Africa, Middle East
Owned labels in our portfolio:
→ →
10
B&S Group S.A.
Annual Report 2021
About B&S Results Governance Financial statementsIntroduction
B&S Health
Branded premium medical products and equipment for maritime and remote
markets, pharmacies and travel clinics.
€ million (unless stated otherwise) FY 2021
reported
FY 2020
reported
Δ (%)
reported
Turnover 46.7 55.2 (15.4%)
Gross prot 7.9 10.3 (23.3%)
EBITDA 1.9 4.7 (59.6%)
EBITDA margin 4.1% 8.5%
Geographic prole: Europe
Owned labels in our portfolio:
B&S Retail
Branded premium consumer electronics and multi-category assortments for
consumers at travel locations.
€ million (unless stated otherwise) FY 2021
reported
FY 2020
reported
Δ (%)
reported
Turnover 42.5 44.5 (4.5%)
Gross prot 11.8 8.5 38.8%
EBITDA (1.5) (12.0) 87.5%
EBITDA margin (3.5%) (27.0%)
Geographic prole: Europe, Middle East
Owned labels in our portfolio:
“ We are a tech
company in the
consumer
goods industry
with a very
strong global
network.”
Tako de Haan
11
B&S Group S.A.
Annual Report 2021
About B&S Results Governance Financial statementsIntroduction
Dear stakeholders,
As I write this letter, I reect on another year that was challenged by the uncertainty of
the Covid-19 pandemic, yet encouraging as the shifting dynamics also provided
opportunities for change. The disruption on global scale has been a catalyst for digital
transformation that created new opportunities for both B&S and our business partners.
Amidst the ongoing pandemic, business as usual for us was adapting to these changing
circumstances.
We continued to bolster the business that we have but also looked at different business
opportunities, particularly e-commerce, which is the youngest business in the B&S
portfolio. We’ve invested in expanding our direct-to-consumer platform, building an
overarching e-commerce backbone for both the wholesale and retail sales and also
linking our long tail assortments to external reseller platforms. Our growth ambitions in
digital commerce are underpinned by an extensive global set-up and supported by our
broad network of brands, suppliers, service providers, wholesalers, retailers and
consumers.
With that, our mission to make premium consumer goods available to everyone,
anywhere enhanced further. I have had the privilege to see it in action throughout 2021.
It is exciting to see how our platforms and solutions are enabling consumers and
businesses globally to gain access to new assortments, new channels and new ways to
grow their business.
Message from the CEO
12
B&S Group S.A.
Annual Report 2021
About B&S Results Governance Financial statementsIntroduction
Strategic update
As an outcome of our adaptive and entrepreneurial mindset, in April 2021 we shared our
three-year strategy towards a compelling high-tech global brand. The combination of our
strengthened fundaments in a simplied structure, our evolving digital capabilities and
commercial focus to expand our reach, resulted in a new set of medium term nancial
targets. Our set objectives are to realise an average annual organic turnover growth of
7.5% and deliver 6% EBITDA margin in 2021 with at least 25bps increase year on year
until 2023. Although delayed market recovery and on and off retail closures pressed
2021 turnover growth, we realised a 6.2% EBITDA margin, therewith beating our target
of 6.0%.
Underpinning our medium term expectations are four megatrends that drive expansion
for our portfolio of trusted brands and labels. Globalisation, digitisation, disruption and
selected distribution ask for a digital focused business partner with unmatched reach
throughout the value chain.
With our technology driven logistical set-up we serve wholesalers, resellers and brands
end-to-end into places, channels and regions where they desire a (stronger) presence or
establishment. Its fuels our strategy towards a high-tech business partner around the
globe.
Strategic progress
In executing our 2021 – 2023 strategy we committed to three business priorities to drive
long term value:
People & culture
For our People & Culture pillar, a critical topic was adapting to pandemic related
challenges and needs. Throughout 2021 we focused on exible employment and mental
health to keep our workforce motivated and healthy. In addition, the ‘great conversations’
concept was initiated to develop ongoing talks and feedback between managers and
their employees. This initiative will launch ofcially in the rst half of 2022.
Sustainable operations
Although we were already embedding sustainable practices towards waste reduction and
carbon footprint reduction in our own operations, we are progressing towards shaping
our role in contributing to a sustainable value chain. In October, we initiated our 2022
sustainability roadmap. We plan to present our strategic objectives and accompanying
targets at the time of our Half Year 2022 results publication.
Commercial focus
Throughout 2021, we delivered a good start to our one brand approach by executing well
on our plans and adapting to changing market conditions quickly and adequately.
The rebrand trajectory we undertook in 2021 represents our evolved business model
with more unity in commercial activities and centralisation of operations within the B&S
portfolio.
“ We encourage
employees to act
as pioneers and
entrepreneurs.”
13
B&S Group S.A.
Annual Report 2021
About B&S Results Governance Financial statementsIntroduction
Even more so, we have delivered a step change in synergy potential of our businesses
by unifying our business activities globally under the same B&S label and completing an
overarching technology backbone ‘B&S Nnity’. This backbone enables us to service all
channels, markets and geographies with our full assortment in one go. It’s the bedrock of
our vision to become the world’s
leading network for easy access to premium consumer goods.
With the new strategy, we introduced a Leadership team – recruited internally – to fuel
commercial focus based on our ‘Business in the lead’ principle. Ken Lageveen was
appointed as Chief Operations Ofcer in January, Arben Hajrullahu was appointed as
Chief Commercial Ofcer in August and throughout the year we appointed Managing
Directors for each of our newly introduced operating segments.
The progress we have made in 2021 would not have been possible without the
engagement and support of our global workforce. We are fortunate to have such
resilient, passionate people that breathe our entrepreneurial DNA.
I want to thank each of my colleagues for their unwavering commitment, investment and
inspiring optimism during the year. Not only have they navigated the business through
another year of global restrictions in the duration of the Covid-19 pandemic; they
delivered on opportunities that arose to make progress towards our strategic objectives.
I also thank our shareholders for their support in our updated strategic direction and our
suppliers, customers and business partners for their loyalty and for working with us
through the pandemic by focusing on opportunities.
Together with our stakeholders, we are enhancing synergies for sustainable growth.
On behalf of the Executive Board
Tako de Haan, CEO
Read the story
14
B&S Group S.A.
Annual Report 2021
About B&S Results Governance Financial statementsIntroduction
business story
Delivered solutions: Sourcing, Warehousing, Distribution,
Digital commerce
B&S and Alibaba
connect European
sellers with the
Chinese market
By establishing a strong relationship with Alibaba, we bring leading
European brands to the thriving Chinese market. As a trusted
supplier, Alibaba relies on B&S to expand their assortment with
high-demand products, while our partners enjoy the endless
opportunities of entering this exciting market.
Ignite condence
B&S Group S.A.
Annual Report 2021
Introduction Results Governance Financial statements
15
About B&S
About B&S
Because of our drive to reach beyond the ordinary, we became the global
player we are today. A company that excels in making premium consumer
goods available to everyone, anywhere.
16
B&S Group S.A.
Annual Report 2021
Introduction Results Governance Financial statementsAbout B&S
History
It were the 1970s when two college friends took on a job for a local
Dutch shipping company. The company offered sailing trips on
international waters, providing passengers the opportunity to buy
tax-free goods in a unique shopping experience.
Recognising the potential of this concept, the two friends developed
compelling ads in local newspapers to attract even more passengers.
A phenomenal business decision. Passenger demand grew signicantly
and with that, its sales. A few successful years later, the two friends took
over the company. It was the birth of what we know today as B&S.
Determined to expand its growth potential, B&S scaled up and grew its
product and service portfolio in a rapid pace. Over the next decades,
its supply chain capabilities, global network and trading expertise kept
evolving in various distinctive markets and channels.
Because of this drive to reach beyond the ordinary, B&S is the global player
we are today. A company that excels in making premium consumer goods
available to everyone, anywhere.
Dutch by
heritage,
entrepreneurs
by nature
17
B&S Group S.A.
Annual Report 2021
Introduction Results Governance Financial statementsAbout B&S
Who we are
B&S is a tech company in the consumer goods industry with a very strong global
network. With our digitised supply chain set-up, we serve brands end-to-end into
places where they desire (stronger) establishment or in channels and regions
where they have no stronghold yet.
Reach
Our entrepreneurial nature
drives us to continuously
expand our reach by adding
new customers, new markets
and new channels to
complement and extend our
business portfolio.
Network
With our ever-growing
international network and local
presence, we bring suppliers,
brand owners, logistics
partners, service providers,
wholesalers, retailers and
consumers all over the world
together that are in many ways
difcult to connect.
Brands
We partner with the world’s
premium consumer brands in
beauty, liquors, personal care,
food, health and consumer
electronics to serve millions of
consumers daily - either directly
or through our wholesaler and
reseller partners.
Technology
Powered by our high-tech
platform and arising from
supply chain expertise, we
provide sourcing, ware housing,
distribution, digital commerce,
marketing and brand
development solutions that
enhance choice, speed up
delivery, drive conversion and
increase reach.
Passionate
Being passionate and ambitious and taking pride in our
work is ingrained in our DNA. It enables us to
continuously renew our offering while staying true to our
core strengths.
Curious
Our founders have built the company with their
entrepreneurial spirit. That spirit still thrives. We stimulate
ideas and encourage initiatives that contribute to
sustainable long-term growth.
Reliable
Our actions reect our commitment to ethics and
corporate social responsibility. We manage risks, never
compromise on quality and always act honest and
respectful.
Personal
We strongly believe that desirable products and services
can only come from trusted companies. It’s reected in
the way we do business. We focus on long-term business
relations and work together with our partners to generate
mutual success.
18
B&S Group S.A.
Annual Report 2021
Introduction Results Governance Financial statementsAbout B&S
Our way
of working
Our way of working aims to ensure that our business
partners benet from the same guiding principles that
have delivered the exponential growth of our own
business. We have identied four pillars of performance
and success that are recognised across all B&S
companies and support our entrepreneurial culture.
They ensure that every colleague understands what is
important, how we work together as a team and how our
purpose is at the center of the decisions we make.
Leadership behaviors further guide our actions and
decision-making so that we do the right thing for the
business and our stakeholders, with reward being linked
to delivery and performance. This helps create a culture
where everyone feels accountable, talent is fostered,
and colleagues can achieve their full career potential.
Our why
Our purpose is to connect brands to consumers
everywhere. We believe that getting access to consumer
products that bring joy and comfort into everyday lives,
should be easy around the globe.
CCO
Commercial functions
B&S Liquors
B&S Beauty
B&S Personal Care
B&S Food
B&S Health
B&S Retail
COO
Logistics
Facility
PMO
Data Science
Sustainability
CFO
Finance & control
Tax
Treasury
Risk & Audit
Credit management
Reporting
CEO
Strategy
Marketing
HR
Communications
IT
Legal
Executive Board members Leadership team members
EUROPE
MEA
US
E-commerce
Corporate functions
regions
expertise
B&S
Liquors
B&S
Beauty
B&S
Personal Care
B&S
Food
B&S
Health
B&S
Retail
19
B&S Group S.A.
Annual Report 2021
Introduction Results Governance Financial statementsAbout B&S
Based on our ‘Business in the lead’ principle towards a streamlined
and easy-to-understand organisation with a simplied supply chain,
we have established a new organisational structure in 2021.
C-level expansion
To enhance progress on the implementation of its 2021-2023 strategy,
B&S appointed a Chief Operations Ofcer and a Chief Commercial
Ofcer in the course of 2021.
Operating segment restructuring
Dening the right balance between focus and accountability was key
in the restructuring of our operating segments in 2021. We moved
from three business mixed segments to six individually operating
category focused segments with full P&L responsibility.
Given the key role of geographical expansion in our strategic
objectives, our MEA (Middle East & Africa), Europe and US regions
were elevated into integrated elements working across all six
operating segments.
E-commerce was developed into an overarching platform in 2021
speed up growth of digital capabilities across all segments. This was
the follow-up of the 2020 IT restructuring that introduced specialisms
on corporate level with a dedicated e-commerce discipline.
Corporate functions were further established according to the
restructuring approach as initiated in 2020 to intensify segmental
collaboration, streamline cost levels, support our commercial
objectives and simplify communications towards all stakeholders.
In 2021 we incorporated the Data Science function to support data-
driven decision making across the board.
Organisational structure
B&S
Service
Providers
Suppliers
Retailers
Consumers
Logistics
partners
Wholesalers
A-brands
B&S Group S.A.
Annual Report 2021
Introduction Results Governance Financial statementsAbout B&S
20
Who we connect
We use our business acumen,
smart logistics and IT to bring
suppliers, brand owners, logistics
partners, wholesalers, retailers and
consumers all over the world together.
We don’t own a eet, our network is
our vehicle: we optimise the value
chain by efciently linking parties that
are in many ways difcult to connect.
Via our high tech platform we make
the best premium consumer goods
available in every corner of the world.
Enabled by our network. Driven by demand. Powered by marketing.
B&S Group S.A.
Annual Report 2021
Introduction Results Governance Financial statementsAbout B&S
21
Our markets
We are an ambitious business with a global focus but a champion of the niches from
which we originated. We leverage our expertise for deep local relevance in the
markets we operate.
Online
Hospitality / on-trade Government & Defence Maritime & Remote
Secondary and value retail
Duty-free & travel retail Domestic / off-trade
22
B&S Group S.A.
Annual Report 2021
Introduction Results Governance Financial statementsAbout B&S
Our assortment focus areas
Supplying quality
medical supplies,
pharmaceuticals,
and vaccines around the
globe.
Health
Supplying the best food
and beverage brands at
the highest food safety
standards.
Food
Bringing the best liquor
brands to consumers
worldwide. Because
premium liquors deserve
premium service.
Liquors
Serving as a one-stop
partner for personal care,
cosmetics, and home
essentials.
Personal
care
Offering high-quality
A-brand headphones,
smartphones,
travel accessories,
lifestyle products,
and exclusive gadgets.
Consumer
electronics
Working with the best
beauty brands in the
world to bring our
customers the products
they desire.
Beauty
We partner with the worlds premium consumer brands in
six assortment focus areas.
Sourcing Solutions
%
%
Warehousing Solutions
23
B&S Group S.A.
Annual Report 2021
Introduction Results Governance Financial statementsAbout B&S
Our solutions
Our solutions are driven by our technology backbone B&S Nnity. They are
delivered cross-sector and underpin our ability to handle a high level of supply
chain complexity. It allows us to consistently connect our customers throughout
the value chain in the right place, at the right time.
Sourcing
Our sourcing mechanism enables us to act quickly and benet from sourcing
opportunities whenever and wherever they arise. Our BiT Insights tool (Developed
within our proprietary Enterprise Resource Planning (ERP) system) provides full
internal price transparency and compares real time sourcing prices, trends,
and opportunities across our segments and markets.
Our global scale gives access to a vast range of brands and products while our
balance sheet allows us to take-in and supply large quantities at favorable prices.
This enables us to serve our customers with a large in-stock assortment on
demand.
Logistics & Warehousing
Our digitised and automated warehousing solutions speed up operations and
resourcefully match demand with efciently procured supply based on data
intelligence. This is all facilitated and supported by our technology backbone
B&S Nfnity.
Our logistics expertise enables us to serve difcult to reach markets, while our
e-commerce solutions allow for ordering from any location on a 24/7 basis. This
enables us to continuously expand our reach, both for ourselves and our business
partners.
Distribution Solutions
Digital commerce
€
€
€
24
B&S Group S.A.
Annual Report 2021
Introduction Results Governance Financial statementsAbout B&S
Distribution
We operate a fully bonded supply chain with warehouses that have a registered
status to store goods under bond. This allows us to distribute our produc t
or excise duties anywhere other than in the end-market.
Our extensive customs knowledge and regulatory expertise allows for a smooth
international supply chain across borders with all relevant paperwork in order, from
product sourcing to delivery, from full container loads to drop shipped packages to
the doorstep of consumers.
Digital commerce
Our B&S Nnity backbone brings together the best that B&S has to offer and
delivers it in one seamless digital experience. B&S Nnity powers e-commerce
growth of wholesalers, resellers and brands and provides consumers with easy
access to premium brands in a digital setting. Through this state-of-the-art platform
we connect brands and customers cross-border with e-commerce technology,
operations and data.
Marketing Solutions
Brand development
25
B&S Group S.A.
Annual Report 2021
Introduction Results Governance Financial statementsAbout B&S
Marketing
Powered by our cross-sector experience, we help our customers plan and execute
powerful B2C and B2B marketing campaigns to grow their business. By combining
hypertargeting capabilities, in-house developed brand and product marketing
campaigns and deep knowledge of local markets, we can connect brands directly
with consumers, decision-makers and inuencers around the globe. And by using
our experience and exposure as a physical retailer ourselves, we can develop
in-store promotions and activations that generate results for our brand partners.
All while keeping track of return on investment, aided by our B&S Nnity backbone.
Brand development
We help established global brands as well as the up and coming grow their brand
equity globally. Via a wide variety of channels in our portfolio we connect brands to
new and / or non-conventional markets. Our solutions are tailored to the maturity of
the brand and can range from development of high-quality product and packaging
(together with our industry partners) to tailored marketing services and a detailed
distribution plan for a selected new channel. Either the full package or just a single
service, we can develop brands in any stage successfully in close cooperation with
their owner.
Read the story
B&S Group S.A.
Annual Report 2021
Introduction Results Governance Financial statementsAbout B&S
26
business story
Delivered solutions: Distribution, Marketing, Brand development
As a strategic partner, we provide tailored solutions to develop and
grow brands. Aligned with brands’ growth objectives, driven by data,
and designed for long-term success. We work with bold companies
with ambitious goals. Like BALR. By building on their strong
foundation, we developed a luxury perfume line, boosted brand
awareness, and created a sustainable revenue stream that will
contribute to their international growth.
Here to stay:
How BALR. became
a key player in the
fragrance market
€ 61.4
million
Africa
€ 294.0
million
Asia
€ 139.7
million
Middle East
€ 12.3
million
Oceania
€ 36 0.1
million
America
€ 1,002.0
million
Europe
27
B&S Group S.A.
Annual Report 2021
Introduction Results Governance Financial statementsAbout B&S
Our locations
B&S has strong positions in distinct markets and selected channels
in Europe, MEA and US.
Serving 100+ countries and complex end-markets
Turnover per region
B&S Group S.A.
Annual Report 2021
Introduction Results Governance Financial statementsAbout B&S
28
Our 2021-2023 strategy: Adapt to win
Our overall focus lies on long term value creation by pursuing sustainable and
protable growth. Going forward we realise that we need to strive to positively
impact all our stakeholders. The ability to respond and adapt to changing
circumstances and demands from our markets, our business partners and
society is key in executing on our strategy.
In April 2021 we presented our strategic direction 2021 - 2023 including the following
highlights:
Strengthened fundaments - Business in the Lead, Digital First and Scalable
Operations – to enable turnover and margin improvement;
One company, one brand, one vision approach in proling B&S to all its stakeholders;
Redened operating segments and corporate support functions to increase efciency
and speed up decision making; (organisational structure)
Digital Innovation to drive growth, accelerated by:
Expanding our global network with growth markets
Developing our product portfolio driven by consumer demand
Marketing premium consumer goods brands to maximise conversion
One brand approach
The rst opportunity to adapt for positive impact, is to articulate clearly as one strong
company, instead of a global conglomerate of entities. As B&S, we provide millions of
customers globally with their favorite brands of consumer goods on a daily basis yet
there is little recognition of the company behind this strong network. The redevelopment
of our brand proposition that was launched January 2022, is a rst milestone in our one
company, one brand approach by linking all business activities to the B&S name. This
unied brand proposition will be rolling out across all B&S touchpoints and platforms over
the course of 2022.
Organic turnover growth
Acquisitive turnover growth
EBITDA margin
Net debt / EBITDA
Return on Invested
Working Capital (ROIWC)
Dividend policy
>6.0% + 25 bps p.a.
<3.0
>25%
40% pay-out
Total
>15.0% p.a.
Dividend
Pay out to
increase
with net debt /
EBITDA
<2.0
Financial objectives 2021-2023
>7.5% p.a.
>7.5% p.a
29
B&S Group S.A.
Annual Report 2021
Introduction Results Governance Financial statementsAbout B&S
Strengthened fundaments for organic growth
Target
average organic
turnover growth of
7. 5% per annum
With close commercial
involvement further centralise IT
and Logistics towards creating a
more lean and focused
organisation
Cluster overlapping segmental
business activities to simplify the
supply chain and optimise
inventory management
Intensify segmental collaboration
by optimising internal processes
Scalable operations
Use data driven insights to
optimise internal processes and
identify commercial opportunities
Digitise supply chains with
commercial tools that support
centralised operations
Continued innovation by
embedding digital capabilities in
our organisation
Digital rst
Capture opportunities for
geographical expansion in all
business segments
Cross selling of assortments in
new and existing markets
Explore new Product Market
Combinations in adjacent
channels or product / category per
segment
Focus on selected markets driven
by mega trends (digitisation,
globalisation, market disruption)
Invest in unique positions with
compelling advantage
Drive organic growth through
digital and data driven solutions
Complemented by selective M&A
to strengthen niche positions
Business in the lead
30
B&S Group S.A.
Annual Report 2021
Introduction Results Governance Financial statementsAbout B&S
Introducing the redened B&S organisation
Opportunities for organic turnover and margin growth are supported by our three regions
Business in the Lead, Scalable Operations, Digital First, to speed up company decision
making. Our Business in the Lead principle has already led to segment reorganisation
from three mixed business segments to six category focused segments with clear P&L
responsibility. To support all commercial activities centrally at corporate level, we bundled
overlapping segment support functions (e.g. marketing, HR, IT, facility, legal) and
appointed functional experts internally to head up the function at corporate level.
Scalable operations
“In Q1 2021 we initiated consolidation
of activities within the Liquor segment.
We started by integrating the back-end
and creating one eco-system for all
Liquor companies. In the rst step we
integrated the international distribution
companies and implemented our
proprietary BIT-Insight application for
all companies, giving our commercial
people all market and pricing
information real time to make the
correct decisions for the company
based on predictive data.
All Liquor companies still operate as
separate entities to their markets to
foster entrepreneurship and maximise
growth within their specialised
activities but the procurement,
back-end and the market knowledge
and data are now centralised.
Apart from the backbone, we initiated
the process for physically integrating
warehousing to optimise B2B activities
and expand into B2C business.
In Q2 we started the process of
realising a centralised warehouse with
strategic hubs to service a larger
long-tail assortment that ts our digital
and consumer business concepts.
In Q3 our efforts already facilitated the
geographical expansion of our online
B2C Liquor concept from Spain
towards France, Austria, Denmark,
Germany and
the Netherlands.”
Arben Hajrullahu,
CCO and Managing Director
B&S Liquors
For customers, this change will optimise access to our global capabilities and
experience, allowing for best-in-class solutions along the value chain to speed up
decision making, enhance choice and increase reach.
We identied the efciency gains for our Scalable Operations fundament through
centralisation of logistics and warehousing solutions. Also, we put a Project Management
Ofce in place to ramp up project efciency at overarching corporate level.
Centralised Liquor operation
31
B&S Group S.A.
Annual Report 2021
Introduction Results Governance Financial statementsAbout B&S
Digital Innovation
Building B&S Nnity
Over the years we have built an extensive global network of suppliers, brand owners,
service providers and customers. In parallel we have aligned the internal organisation by
migrating companies to the same ERP system, lining up our logistics for e-com activities
and building the fundament of an e-commerce platform.
As part of our strategic focus we keep expanding this technology backbone under the
name “B&S Nnity” where all parties in the value chain get connected and where they
tap into the B&S eco system.
B&S Nnity is our technology backbone that is fully integrated with our ERP system and
seamlessly pushes and retrieves order-data from one to a hundred thousand customers
per minute.
Through our B&S Nnity backbone we offer suppliers and brand owners a direct link and
connection to our global network of warehousing, distribution services and customers in
our various business models – enabling them to serve wholesalers, resellers and
consumers alike.
At the other end of our B&S Nnity backbone we enable our diverse customer base to
connect to our digital ordering platform for true digital purchasing experience.
Wholesale customers can order from our closed webshops with easy subscription
to get started.
Resellers can use our e-fulllment solutions through B&S Nnity. In short,
they sell the product to their consumer and B&S picks, packs and delivers to
consumers’ doorstep.
B&S Nnity also caters to our owned B2C business model, offering goods directly to
consumers through our various webshops.
All data retrieved from B&S Nnity will help us in further developing our business models,
and strengthening our relationships with all customers in the value chain.
Data-driven decision making
Our Data Science discipline was headed up at corporate level in 2021 as a cornerstone
of our digital strategy, fueling decision making and platform development by enabling us
to determine the next steps in our digital business models.
Data Science supports the daily decision making process with projections and
predictions as well as scenario analyses in key focus areas:
Signaling - what is happening (e.g. signicant price changes/ availability of products
in our sourcing activities)
Predicting - (e.g. future sales, purchase advise, people needed in the logistics
process)
Simulation - (Performance of new facilities and existing facilities with suggested
changes)
Optimisation - (locations of hubs, stock allocation in the warehouse, usage of our
robotised warehousing, algorithms for put away and pallet stacking)
32
B&S Group S.A.
Annual Report 2021
Introduction Results Governance Financial statementsAbout B&S
2021 was a step change for our team of Data Scientists and their role within B&S. First of
all, the discipline was moved from segment level to corporate level to facilitate all
business facets of B&S with relevant data retrieval and analyses. Besides focused
projects for certain business units and sub operations, this year we have identied and
progressed in key focus areas to support overarching company objectives with data-
driven decision making.
One of our focus areas was joint stocks and assortments. In 2021, B&S brought its
Liquor activities together in a long-tail strategic hub. Determining the location,
calculations of assortments and working capital reductions to decide on optimal
arrangement of this hub are supported by Data Science. Also, simulations of the new
design and level of automation for this hub have been replicated. Together with our
colleagues from other departments we managed to go from a classic warehouse
environment in our Liquor segment to a warehouse ready for trade B2B, wholesale and
B2C activities all in one.
The second focus area was Algorithms Development. For our Beauty, Liquors and
Retail segments we developed algorithms for monthly and weekly purchase advise over
the course of 2021. As an example, in the Retail segment we predicted and automated
daily minimum stock levels, reducing complexity for the stores and taking care of
redundant stocks per location. Replenishment optimisation throughout the rest of B&S is
catered for by using the same algorithm.
We also spend time on cost reductions and Working Capital improvement. Here,
Data Science helps not only in simulating for new logistics locations and improving
current processes; it also supports our daily activities with replenishment for internal
logistics & store distribution, short-term workload predictions & people planning and put
away and output related predictions and advice.
Another great learning for our Data Science team has been working together with the
team of Fragrance.com on Dynamic Pricing. With intelligent pricing strategies based on
market data and pricing rules, we are able to safeguard a minimum margin target and
meanwhile adjusting to the changing conditions real-time. In this manner we can
optimise sales and maximise the prot on our items, both at B2B and B2C level.
Data Science supporting optimal decision making
Digital Innovation
Target
average acquisitive
turnover growth of
7. 5% per annum
33
B&S Group S.A.
Annual Report 2021
Introduction Results Governance Financial statementsAbout B&S
Selected acquisitions form an integral part of our growth strategy and complement our
four strategic focus areas further. Many markets in which we are active are very sizable
and highly fragmented by nature, providing ample opportunity for targeted acquisitions
that support our philosophy. We maintain a regular dialogue with various market
participants to ensure that we are ready to execute on the right opportunities when they
occur.
Acquisition strategy
We believe it is important to enter into acquisitions as partnerships or joint ventures,
keeping management on board and fostering the entrepreneurship and co-ownership
that characterises the B&S DNA. Strict criteria are applied when evaluating and selecting
potential acquisition candidates. We remain disciplined on price, offered in combination
with an attractive proposition to the selling management and shareholders. This includes
their continued involvement and investment in the combined company, ensuring we
maximise the benets of growth and synergies. This secures their business acumen at
the front end, while we put our immediate focus on the integration of back ofce and
controls.
All our acquisitions to date were executed to further strengthen our position in the value
chain either by adding complementary sourcing routes, by entering into new product
categories / regions as an extension to our existing business, or by expanding our role in
the value chain by adding direct-to-consumer.
Going forward, we look to further execute our acquisition strategy and build our position
in the value chain with carefully targeted companies that match both our business model
and our entrepreneurial culture, and that show potential for further organic growth.
Sweet spot of
100-200 M
Always majority stake initially,
with preferably a total buy out
option between
3-5
years
Protable
pre- acquisition
(no turnarounds)
Sitting management
willing to remain on
board in initial phase
(5 yrs)
Synergy potential
in turnover
and / or margin
6-8 times
EBITDA
Start
Köpcke
Start
Paul
Acquisition
Anker
Acquisition
JTG
B&S World
Supply founded
Acquisition
Alcodis
Acquisition
FragranceNet.
com
Acquisition
Airport shops
Weeze &
Rotterdam
Butterfahrt
founded by
Blijdorp & Streng
B&S Segment
created
as merger
of Bosman,
Köpcke
and Paul
Acquisition
Royal Capi-Lux
Acquisition
Topbrands
Acquisition
Lagaay Medical
Group
Acquisition
Top Care
Start
Bosman
1872
1912
1948
1974
1999
2001
2007
2012
2013
2016
2017
2018 2019
2020
B&S Group S.A.
Annual Report 2021
Introduction Results Governance Financial statementsAbout B&S
34
Acquisition timeline
35
B&S Group S.A.
Annual Report 2021
Introduction Results Governance Financial statementsAbout B&S
Business priorities
The cornerstones of our 2021 – 2023 strategy are our business priorities - People & culture,
Sustainable operations and Commercial focus. These are the key enablers to guide B&S
through its transformation towards a strong global brand.
Being an employer of choice is an essential pillar to
execute our strategy. We focus on nurturing talent
to become inspirational leaders of the future and
attracting digital savvy talent that drives a digital culture.
Our people & culture agenda is being
tailored to our Digital First approach to enable B&S
to be a high-tech business partner and employer.
Building on our one brand proposition, we aim to dene
clear purpose that resonates and that our stakeholders
can relate to.
Key priorities
Providing an entrepreneurial and inspiring
environment
Attracting, retaining and developing a workforce with
capabilities that support our growth strategy
Maintaining high ethical standards with all our
stakeholders
We are building the B&S Brand for future generations.
We aim for carbon footprint reduction by rethinking our
resources, driving awareness amongst employees and
business partners and embedding sustainable ways of
working into our daily business operations. We are
committed to stepping up our approach and will dene
core focus areas with corresponding targets in 2022
that link to our strategy.
Key priorities
Being a responsible, well-respected and reliable
organisation while at the same time seizing business
opportunities
Mitigating environmental risks and adhering to
all relevant regulations
Creating opportunities for a sustainable and
innovative supply chain
We focus on product-market-channel combinations in
business-to-business, business-to-reseller and
business-to-consumer where B&S can be a frontrunner
and maintain or obtain leading positions by expanding
its network, product portfolio and / or drive conversion
through marketing. It concentrates on six newly dened
operating segments: B&S Liquors, B&S Beauty, B&S
Personal Care, B&S Food, B&S Health and B&S Retail
to better leverage expertise, identify white spots and
drive efciency supported by our Digital First approach.
Key priorities
Creating long term value for our stakeholders by
pursuing sustainable and protable growth
Clear focus on building and expanding unique
positions in diversied markets
Expanding our role in the value chain
People & culture Sustainable operations Commercial focus
More on progress in 2021 in section Results More on progress in 2021 in section Results More on progress in 2021 in section Results
B&S Group S.A.
Annual Report 2021
Introduction Results Governance Financial statementsAbout B&S
36
How we add value
People & Culture
• Highly educated
(young) professionals
with focus on expan-
ding our business
profitably
Sustainable
operations
• Connecting supply and
demand for consumer
goods in niche markets
around the globe
• Creating strong barriers
to entry by scale,
extensive licensing,
customs knowledge,
robotisation and
digitisation
Commercial focus
• Equity and loans help
us to invest in the
growth of our business
to service our
stakeholders
Input Value creation
Output
People & Culture
• 2,008 (ex temporary help)
• 57 Nationalities on
4 continents
Retention of 5.6 years
Sustainable
operations
• >40.000 SKUs
*
available
on demand globally with
distribution options
from bulk supply to
drop-shipment
• Long term partnerships
based on trust, expertise
and mutual growth
• 3,930,000 KwH self-
generated solar power
Commercial focus
• Turnover
€ 1,869.5 million
• 6.2% EBITDA margin
• 2.5 Net debt / EBITDA
• 24.8% ROIWC
Employees
• Inspiring work environment
with development and
career opportunities
Suppliers & customers
• Global business develop-
ment in niche markets and
specialised channels
Investors
• Long term value creation
Authorities
• Trustworthy partner with strict
focus on compliance
Society
• Social and economical
inclusion
Contribution to
relevant SDGs
Connecting
the value chain
through technology
Delivering premium
consumer goods
to everyone, anywhere
Sourcing
Logistics &
Warehousing
Distribution
Digital
commerce
Marketing
Brand
development
Outcomes
for stakeholders
*
Stock Keeping Unit
37
B&S Group S.A.
Annual Report 2021
Introduction Results Governance Financial statementsAbout B&S
We continuously adapt and develop our organisation to benet from changing conditions
in our business environment that support sustainable and protable growth. In light of our
enhanced brand proposition, we consider the following trends most relevant to our
operations:
Globalisation: Globalisation asks for tech driven business partners that can work
seamlessly around the globe. With operations in Europe, Asia, Africa and America and
our digitised supply chain capabilities we can support our suppliers and customers in
nearly any location. This further supports our diversication strategy and focus on
expansion into new geographies and adjacencies driven by technology.
Digitisation: Digital technologies open new possibilities to serve customers more
efciently and change the way we work. They also provide opportunities for additional
services such as data driven sourcing, automated procurement, e-fullment and digital
campaign development to serve our current customer portfolio as well as develop new
business opportunities in our diversied markets, with the main growth driver being
e-commerce.
Retail value chain redesign / disruption: Increasing demands from consumers in
delivery time and quality require continuous innovation to provide efcient and advanced
distribution solutions.
The rise of value channels and shift to online has further increased customer
concentration into non-traditional channels. This asks for capabilities in the eld of digital
lead generation, marketing services and data analytics.
Additionally, more intense and more rapid communications allow consumer everywhere
to purchase products anywhere around the globe and to access information about what
to buy. This requires a wide and varied online product range that is always in stock and
available on demand at attractive pricing.
Selected distribution: In general, there is a clear demand from A-brand owners and
suppliers for distribution partners that can offer supply chain simplication and
sustainable growth in both emerging and developed markets. The markets and channels
in which we operate are highly fragmented and require a partner that can offer a
one-stop-shop solution with a wide and relevant range of products.
Suppliers in developed markets are increasingly looking to centralise (parts of) their
distribution with selected key partners. Entering into selected partnerships with a reliable
and long-term focused partner enables them to outsource (parts of) their business
operations and signicantly simplify their route-to-market.
Additionally, the specic consumer demands in terms of delivery times and reliability are
expected to continue to drive the trend among suppliers, brand owners and
manufacturers of outsourcing part of their sales to a selected number of specialty
distributors.
Sustainability and climate change: Today the global community is increasingly
aware of pressing challenges such as climate change, natural resource scarcities and
extreme inequality and poverty. This results in consumers being more mindful of the
environmental and social impact of the products they buy. Governments pose increasing
regulatory requirements on both supply chain and product transparency. In Europe,
the commission pushes towards a uniform sustainability language by adopting the EU
Taxonomy in 2021 and pushing large companies to disclose on their added value
towards society going beyond merely the creation of nancial growth.
Evolving trends to drive growth
“ Creating value
for all stakeholders
is at the core of
our strategy.”
38
B&S Group S.A.
Annual Report 2021
Introduction Results Governance Financial statementsAbout B&S
What matters to our stakeholders
Creating value for all stakeholders is core to our strategy and long-term growth path.
We therefore focus on building and developing meaningful relationships with suppliers,
brands, logistics partners, customers, employees and society. Even more so, we enable
them all to connect through our unique supply chain solutions.
Employees: Our people are our most important asset. Our experienced and highly-
qualied employees are making the difference when it comes to serving our
stakeholders. Professional development of our people is key to our future growth and
focus on providing an inspiring work environment. We encourage employees to speak
their minds and we inform and consult them on key developments regularly both directly
and through our Works Councils.
Customers: Our global customer base is widely spread, and includes wholesalers,
resellers and consumers. In order to align interests we foster a climate of mutual
awareness and understanding. With business customers we focus on long-term
partnerships based on expertise and engagement, which enables us to embed
sustainable practices that meet diverse needs of all our customers.
Suppliers, brand owners & service providers: We maintain relationships with
premium brands and service providers along our value chain globally, engaging in
mutually benecial relationships to simplify the supply chain. All our business relations
are subject to strict KYR (Know Your Relation) procedures to ensure that our supply
chain is transparent, not in breach with any regulations and that we are not infringing any
intellectual property or trademarks.
Investors: Our nancial stakeholders play an important role in our long-term strategy to
create value. We strive to inform them as completely and transparently as possible on
our strategy and nancial performance through a variety of communications such as
AGMs, conferences, roadshows, press releases, site visits, emails and calls.
Authorities: Ensuring food and product safety, customs compliance and adherence to
local rules and regulations in all our international (logistics) operations is of utmost
importance. That is why we emphasise on upholding good relations with authorities and
governmental bodies throughout our value chain by maintaining close contact and
adhering to all relevant rules and regulations.
Society: Although our activities vary widely in their potential impact, we aim to add
value for both B&S and society at large. We are involved in numerous partnerships and
collaborations with educational institutions, human rights organisations and sector
associations to exchange knowledge and know-how and to provide better living
conditions for those in need.
39
B&S Group S.A.
Annual Report 2021
Introduction Results Governance Financial statementsAbout B&S
To identify key material topics that support sustainable and protable growth, we rely on
frequent and open communication with our stakeholders. We are committed to mitigating
environmental and social risks related to our operations and creating opportunities for a
sustainable and innovative supply chain, while at the same time seizing business
opportunities that support our growth strategy.
Based on our stakeholder analysis, we conducted a materiality survey among
stakeholder representatives that was based on a list of 12 material topics. These material
Materiality analysis
topics were the result of an assessment of 21 initial topics drawn up together with an
independent third party and based on ESG benchmarks combined with a media and
peer analysis. The assessment took into account the concept of materiality as dened by
the Global Reporting Initiative (GRI).
Stakeholder representatives were asked to take a survey to rate all 12 material topics on
a scale from 1 to 10 based on importance in relation to how they impact these
stakeholders, society, the environment and the economy.
Material topic Description Business priority Relevant to
Governance & accountability
Implementing policies and practices to ensure accountability and risk
management by the board and meet stakeholders expectations
Commercial focus Investors, authorities
Long term partnerships Upholding good reputation with business partners and focusing on adding
value to our partners’ businesses to support their growth and our own
Commercial focus Investors, suppliers, customers
People development Committing to hire, manage, develop and retain talented employees People & Culture Employees, society
Employee well-being Promoting and protecting the physical and mental well-being of employees
and helping employees make more informed decisions to achieve and
maintain a healthy lifestyle
Empowered
people
Employees
Safety in the workplace Targeting zero accidents in the workplace and promoting safe employee
behaviours in every location were we conduct business
People & Culture Employees
Cyber security & data privacy Setting up and adhering to the right policies and control framework to keep
business, customers and employees’ data safe.
People & Culture Employees, customers, suppliers
40
B&S Group S.A.
Annual Report 2021
Introduction Results Governance Financial statementsAbout B&S
Material topic Description Business priority Relevant to
Business ethics
Upholding ethical principles in the business relationships and activities by
adhering to strict internal policies and guidelines to avoid corruption, bribery,
fraud and other unethical behaviour
People & Culture All stakeholders
Waste management Reducing waste and optimizing opportunities for recovery, reuse or recycling
of by-products, and disposing of waste appropriately.
Sustainable
operations
All stakeholders
Innovative supply chain Promoting innovative technology to create new ways of conducting business Sustainable
operations
All stakeholders
Customs compliance Ensuring compliance with all relevant rules and regulations to uphold our
relationship and status with customs authorities
Sustainable
operations
Authorities, suppliers, customers
Food safety Ensuring a high-quality product and preventing health risks arising from use,
consumption, handling, preparation and storage throughout the value chain.
Sustainable
operations
Authorities, customers
Energy use Implementing energy saving / energy efcient ways of working and using
energy responsibly in our premises and in the value chain
Sustainable
operations
All stakeholders
6.00 6.50 7.00 7.50 8.00 8.50 9.00 9.50 10.00
6.50
7.00
7.50
8.00
8.50
2
3
4
5
6
7
8
9
11
1
12
10
Relevance
Impact
41
B&S Group S.A.
Annual Report 2021
Introduction Results Governance Financial statementsAbout B&S
Materiality matrix
Based on the materiality survey and the dialogue that emerged
from it, we identied the main topics of importance to our
stakeholders and our Board members.
These topics were connected to corresponding business
priorities that support the strategic growth areas we identied in
2021 for the coming years.
Outlook for 2022
In light of our 2021-2023 strategic direction and
spurred by the new Corporate Sustainability
Reporting Directive (CSRD), we will undertake an
updated materiality survey in 2022 to further align our
strategic (sustainability) objectives and business
priorities with the interests of our stakeholders
through the performance of the double-materiality
concept.
More details on planned actions for 2022 related
to our sustainability journey including ensuring
compliance to the CSRD can be found in the Results
and Governance sections of this report.
People & Culture
3 Business ethics (ethical decision making, AML
policies, FCPA, KYR)
4 Cyber security & data privacy (cyber security, data
protection, GDPR)
5 Safety in the workplace (working conditions,
incident rates, prevention measures)
6 People development & talent development
(trainings, educational programs, career
opportunities / promotions)
7 Employee well-being (remunerations, rotational
opportunities, healthy lifestyle support)
Sustainable operations
1 Customs compliance (AEO Status, adherence to
Union Customs Code)
8 Innovative supply chain (automation
& robotisation, data-driven services)
9 Food safety (licensing, transparent product
information, quality controls (NVWA))
11 Energy use (renewable energy use, energy-
efcient ofces, efciency of operations)
12 Waste management (recycling procedures, waste
reduction, sustainable packaging)
Commercial focus
2 Long-term business relationships / partnerships
(value adding services,
grow with our partners)
10 Governance & accountability (board
effectiveness, succession planning, transparent
reporting)
When it comes to our employees and all people involved in our operations, focus lies on
providing an environment that is safe and healthy and stimulates well-being in all its
facets; from food safety throughout the value chain to supporting local rst initiatives
and from strict safety procedures in our premises to motivational support in maintaining
a healthy lifestyle.
We employ over 2,000 people globally and reach a wide range of suppliers and
customers in diversied markets all over the world. This way, we play a key role in
generating rewarding work opportunities, high level working conditions and a
contribution to economic growth.
Developing innovative and sustainable distribution solutions that connect the consumer
goods value chain, reduces inefciencies in sourcing, services and distribution in the
sector. With our robotised and digitised warehousing platform, we contribute to the
innovation and efciency of the supply chain in which we operate and facilitate further
economic growth.
We are member of the UN Global Compact since 2010. We contribute to the
development and implementation of international norms and standards and we do this
by focussing on the areas of anti-corruption, labour rights, human rights and
environmental practices in all our own operations. Through our distribution activities to
government, defence and peacekeeping operations, we contribute to advancing peace
and development.
B&S Group S.A.
Annual Report 2021
Introduction Results Governance Financial statementsAbout B&S
42
Sustainable Development Goals
We support the Sustainable Development
Goals (SDGs) that are directed at
fostering sustainable development around
the world as dened by the United
Nations in 2015. We contribute to the
SDGs through our main business
activities and sustainable growth
priorities.
As B&S conducts business in numerous
niche markets around the globe, the four
selected SDGs are a general
representation of the key areas where we
contribute as a whole rather than in all the
business activities we undertake.
Read the story
B&S Group S.A.
Annual Report 2021
Introduction Results Governance Financial statementsAbout B&S
43
business story
Delivered solutions: Distribution, Marketing, Brand development
BAS channels = border store, air, and sea channels
B&S connects premium brands with our global network of
customers. That takes more than mastering the supply chain. By
dedicating ourselves to the growth of Mars Wrigley’s travel retail
business with tailored distribution solutions, strategic brand
development efforts, and engaging marketing campaigns.
How Mars Wrigley
grew signicantly in
the BAS channels
with B&S
Everyday
comfort
B&S Group S.A.
Annual Report 2021
Introduction About B&S Governance Financial statements
44
Results
Our overall focus lies on long term value creation by pursuing sustainable
and protable growth. Going forward we realise that we need to strive to
positively impact all our stakeholders.
Results
“Being an employer
of choice is an
essential pillar
to execute
our strategy.”
UN GC Principle 1:
Businesses should support and respect the
protection of internationally proclaimed human
rights; and
UN GC Principle 2:
Make sure that they are not complicit in human
rights abuses; and
UN GC Principle 3:
Businesses should uphold the freedom of
association and the effective recognition of the
right to collective bargaining; and
UN GC Principle 4:
The elimination of all forms of forced and
compulsory labour; and
UN GC Principle 5:
The effective abolition of child labour; and
UN GC Principle 6:
The elimination of discrimination in respect of
employment and occupation; and
UN GC Principle 10:
Businesses should work against corruption in all its
forms, including extortion and bribery.
Supporting UN Global Compact Principles
B&S Group S.A.
Annual Report 2021
Introduction About B&S Governance Financial statementsResults
45
People & Culture
Average age
37. 6
Continents
4
Nationalities
57
Employees
2,008
(excl. temporary help)
Certied since 2020
ISO 45001
Committed to
UNGC
since 2010
New hires
825
Turnover
615
Average employee tenure
in years
5.6
Health 95
Food 358
Beauty 603
Liquors 116
Retail 235
Personal
care 216
Corporate 385
Liquors
Beauty
Personal care
Retail
Health
Food
Corporate
47% 53%
Female to male ratio
<25
25-35
35-45
>45
13.5%
37.5%
21.6%
27.4%
46
B&S Group S.A.
Annual Report 2021
Introduction About B&S Governance Financial statementsResults
Key gures
47
B&S Group S.A.
Annual Report 2021
Introduction About B&S Governance Financial statementsResults
To support the path towards an employer of choice, we initiated a review of our employer
value proposition in light of the 2021 – 2023 strategic focus towards a tech company.
We also continued our efforts to add value to academic programmes by offering online
guest lectures, digital student mentoring and web based recruitment events. We offered
digital ofce tours to familiarise young professionals with our organisation and career
opportunities during Covid-19.
In addition, we facilitated better contact between managers and candidates through the
launch of a new recruitment system. This allows managers to have more insight in the
recruitment procedure and enables an increased involvement from them from the start.
In 2021, 825 new employees joined B&S. Overall turnover was 615.
Development, retention and mobility
Providing a career path to management positions for high potential employees is one of
our priorities in continuously meeting changing demands of our stakeholders and the
markets in which we operate. With clear focus on intellect and t, we identify the next
generation of leaders.
We train and develop high potential staff for (future) leadership roles and offer external
management programmes and university masters in their eld of expertise.
Over the years, B&S has developed an entrepreneurial and highly motivating
management culture evidenced by a vast majority of current management that started
their careers with the Group. They set an example and act as inspiration for new recruits,
illustrating the career development and opportunities open to them at B&S. Additionally,
we aim to support the continued employability of our staff by keeping employees healthy
and motivated through to their retirement.
People development
Material topic 6
Ambition:
we aim to hire, manage, develop and retain talented employees.
Our staff is our most important asset. They ensure business continuity and growth by
building strong relationships with our business partners.
Talent attraction
A sizable part of our recruitment policy is focused at young professionals. Maintaining
close relationships with universities and selected business schools is key in that
approach. By providing guest lectures, career days, internships and dedicated learning
projects we add value to academic programmes and can simultaneously spot, attract
and select talent early on. For medior and senior roles, recruitment is based on relevant
work experience, qualications and organisational t. The same standards and
application procedures are adhered to in all our business segments in all locations.
In 2021, our overall recruitment policy was sharpened on the back of our strategic
direction and proposition as a tech company in the consumer goods industry. This
resulted in the installation of dedicated corporate recruiters for selected key areas (for
example IT & E-commerce) as well as focus on the attraction of senior proles for key
disciplines in the eld of marketing, e-commerce and sustainability.
48
B&S Group S.A.
Annual Report 2021
Introduction About B&S Governance Financial statementsResults
In 2021, we further implemented the People & Development (P&D) programme we
revised in 2020. This three track concept supports our staff in every stage of their career
through a tailored onboarding, advancement and professional track. After launching the
onboarding track in 2020 for new recruits, this year we launched our advancement track
for staff with at least two years of experience at B&S. The track focusses on personal
development aspects in preparation for leadership roles. Amongst others the programme
offers e-learning, podcasts and a B&S lean challenge during which staff works together
on a company issue to enhance project management and problem-solving skills.
In addition, it includes personal leadership days during which attendees explore and
dene their personal drivers and ambitions. The professional track is planned for roll out
in 2022.
Our P&D programme is complemented with attractive remuneration programmes,
sustainable employability programs and rotational opportunities across different
disciplines and in all our business segments in all locations. In 2021, the average
employee retention rate was 5.6 years.
Inspiring work environment
Employees at all levels are trained, encouraged and incentivised to identify new markets,
new products, new sources of supply and new ways to expand our business protably.
Over the years this has resulted in a global presence, adjacent assortment expansion
and continued expansion of our role in the value chain.
We stimulate our people to work on their own initiative and we encourage them to act as
pioneers and entrepreneurs. To ensure a high-quality working environment, we provide
direct access to senior management, encourage employees to speak their minds and
inform and consult them on key developments regularly through management updates.
Staff is kept involved and informed on key organisational developments and business
updates from the Executive team throughout the year by regular companywide
communication.
Equal opportunities & inclusion
We strive to provide equality of opportunity as an employer to all staff and potential staff
in terms of remuneration, recruitment, promotion, training and access to opportunities.
The principles of equal opportunities are well embedded in our company’s approach and
objectives in respect of our workforce.
Recruitment of staff is done on the basis of equal opportunity, irrespective of gender,
marital status, sexual orientation, ethnic origin, religion or physical ability. All staff
involved in recruitment, selection and remuneration are made familiar with their
responsibilities with regards to ensuring equality of opportunity for both current and
prospective employees.
Additionally, we strive to improve inclusion in the local societies where we have
operations, both by providing employment and donations. We practice ‘local rst’ in our
local operations for example in Mali. In our logistics operations in the Netherlands we
provide guided work placements for people with a distance to the labour market.
We continue our partnership with the Dutch food banks through the donation of both food
and non-food items to those in need. Furthermore, in 2021 we partnered with the
foundation Kemi Malaika by providing our distribution and logistical network solutions to
store and transport school equipment from our warehouses in the Netherlands to
Senegal.
49
B&S Group S.A.
Annual Report 2021
Introduction About B&S Governance Financial statementsResults
Employee well-being
& employability
Material topic 7
Ambition:
we aim to promote and protect the physical and mental well-being of employees
and helping employees make more informed decisions to achieve and maintain a
healthy lifestyle.
The health and well-being of employees in all our international locations is central to our
operations. Our long-term plan of approach (initiated 2019) to increase employability on
the back of increasing importance of a healthy work-life balance and the increasing
pensionable age in the Netherlands was reviewed end 2020 in light of the pandemic.
For 2021 it resulted in enhanced focus on employee development, healthy lifestyle
support (work/life balance) and employee satisfaction. As such, we established a
dedicated employability team over the course of 2021.
In 2021, in light of the pandemic our priority continued to be working from home
wherever possible and having adequate measures in place at work locations for vital
functions that required on site presence. Measures which were put in place in 2020
continued or where reinforced throughout 2021. Examples include increased spacing
between workstations, adjusted routing on premise, appropriate protective equipment,
staggered shifts and breaks, enhanced cleaning processes and contingency planning,
as well as a ban on non-essential travel and visits to our facilities.
Special attention in 2021 was devoted to supporting employee health during the
pandemic. As an example, we offered our staff to participate in a voluntary medical
prevention survey in order to create awareness and provide tools in having a healthy
lifestyle. In addition, we conducted an employee satisfaction survey which we aim to
perform every year going forward. The survey outcomes demonstrated that whilst our
staff values the entrepreneurial spirit of the company, improvement potential was
identied in the eld of learning & development and reduction of work stress related
aspects.
As a result of the survey outcomes, we initiated several activities dedicated to stress
relief. Amongst others, we participated in the ‘Week of Work Stress 2021’ organised by
OVAL. During this week we enabled our employees via an online community of tools to
gain awareness and receive tips and tools for dealing with (imminent) stress, setbacks,
and unexpected change. In addition, we provided training for team managers in our
logistics operations in the early signaling of stress and ways to provide team members
with help in preventing or overcoming stress at an early stage, therewith supporting
prevention of absenteeism.
We further established our in 2020 developed generation policy. It is aimed at providing a
suitable and just work environment for those with changing necessities due to an
increased age. Examples are no overtime work and the organisation of pension
information days to increase know-how about this topic.
Also, we laid the foundation for an updated performance review cycle to evoke a
continuous, open dialogue about contributions and development between managers and
their employees. Additionally and on top of our People & Development programme,
we will further expand our training programmes for all employees at all stages of their
career and tailored to requirements in their respective eld of work. This will be realised
by the dedicated learning & development team that will be established in 2022.
50
B&S Group S.A.
Annual Report 2021
Introduction About B&S Governance Financial statementsResults
To continuously guarantee safety in the workplace, we have a Safety & Security
discipline in place that is committed to safety management, security management and
integrity & review. This discipline houses a Safety & Security committee with direct report
to executive management. The committee meets on regular basis and gets informed by
other liaised disciplines such as QHSE, facility and HR on relevant developments and
ndings.
In 2021, we sustained our continuous focus on compliant operations to keep in tune with
market standards and stakeholder requirements. We renewed our ISO 45001
certication (Working Conditions) of our Dordrecht location. Besides this, in 2021 we
performed a Risk Inventory & Evaluation (RI&E) for all our Dutch locations as part of
Dutch labor regulations. This assessment resulted in a clear-cut improvement plan such
as the development of uniform instructions of safety related aspects for all sites and the
development of an overarching accidents and incidents reporting system. The RI&E
assessment also resulted in the establishment of safety teams per entity location to
ensure follow up of the RI&E Action Plan. Lastly, in 2021 we intensied our focus on
access restrictions to our sites as well as surveillance activities.
Storage of dangerous goods
With regards to the storage of ammable household liquids and different types of
aerosols that form part our Beauty and Personal Care segments, we adhere to
Seveso-III. This is the directive that applies to establishments in the European Union
where dangerous substances are used or stored in large quantities and contributes to
achieving a low frequency of major accidents. In distributing these goods, we adhere to
The European Agreement concerning the International Carriage of Dangerous Goods by
Road (ADR).
We train our staff on a regular basis in conjunct with the re department. In 2021,
our Seveso-III compliance was reconrmed after inspection performed by the
environmental services.
Safety and security
in the workplace
Material topic 5
Ambition:
we aim to have zero accidents in the workplace and to promote safe employee
behaviour in every location where we conduct business.
We are highly committed to keeping our employees safe and secure and providing an
environment that is free from discrimination, harassment and victimisation and in which
everyone is treated equally.
The safety of our employees is particularly important when it comes to working
conditions in our warehouses, in operational activities and at our operations in higher risk
areas (related to our activities in remote markets). On an ongoing basis, we provide
employees with knowledge and tools aimed at recognising and eliminating injuries and
illness at work and at home. In our warehouses this involves proactive hazard
recognition, risk assessment, and risk control to prevent accidents and near misses.
Employees are trained in equipment use to ensure both their safety as well as strict
adherence to our processes related to food safety and customs compliance. Employees
in higher risk regions and countries are extensively trained to perform in such
environments with specialized training courses including safety, security, personal health
and hygiene.
51
B&S Group S.A.
Annual Report 2021
Introduction About B&S Governance Financial statementsResults
Business ethics
Material topic 3
Ambition:
we aim to uphold ethical principles in the business relationships and activities by
adhering to strict internal policies and guidelines to avoid corruption, bribery,
fraud and other unethical behaviour.
We earn credibility with our stakeholders by keeping our commitments, acting with
honesty and integrity, and pursuing our company goals solely through ethical and
professional business conduct.
Know Your Relations (KYR)
Strict Know Your Relations (KYR) procedures are in place for the acceptance of new
customers, suppliers and other business relations. We have anti-bribery, anti-corruption
and anti-money laundering (AML) policies in place that apply to all our staff. We expect
our suppliers, customers and business partners to adhere to the same standards.
Extensive knowledge of the substance and impact of the Foreign Corrupt Practices Act
(FCPA) is embedded at every level of the Company and our anti-bribery and anti-
corruption policy is embedded in our Code of conduct.
Creditworthiness of new relations is checked upfront, and their Ultimate Benecial
Owner(s) data is checked against the OFAC and the EU Sanctions list. Established
relationships are monitored on compliance standards by an automated check that is
performed on all business relations every two weeks.
In 2021 we continued the implementation of digitally onboarding new business relations
as well re-assessed all our existing supplier and client relations globally. As part of our
regular automated compliance checks, one business relation was discontinued in 2021.
Human rights
Respecting human rights is a core part of our daily business, as we have many
international operations and source and distribute our assortment globally.
Our human rights procedures are rmly embedded in our Code of Conduct and all
employees are expected to work in the spirit of these principles. These principles are
based on the Universal Declaration of Human Rights and the International Labour
Organisation (ILO).
To highlight our commitment to the 10 universally accepted principles in the areas of
human rights, labour rights, the environment and anti-corruption, we have been a
member of the UN global compact (UNGC) since 2010.
We actively propagate them to protect and maintain our integrity and reputation,
regardless of the location of our operations. As an example, in some of the countries
where we have operations, the human rights conditions deviate from those in Europe.
We ensure that the same principles are adhered to in these operations as to those
applicable in the Netherlands. We also assess human rights aspect in our supply chain.
For example, our private label producers for Personal care items located in high risk
countries, are required to be audited on a regular basis by BSCI/Amfori, SA8000 or
Sedex/SMETA.
Whistle-blower policy
For our employees, we have a whistle-blower policy in place that offers the possibility to
report suspected misconduct within the company. The policy can be found on our
corporate website.
In 2021, no material matters were reported.
52
B&S Group S.A.
Annual Report 2021
Introduction About B&S Governance Financial statementsResults
Cyber security
& data protection
Material topic 4
Ambition:
we aim to set up and adhere to the right policies and control framework to keep
business, customers and employees’ data safe.
We safeguard critical business and personal information and respect personal
information of our people and our customers as is required per the General Data
Protection Regulation. We ensure that appropriate privacy and information security
controls are in place, and take appropriate steps to protect it from loss, misuse or
alteration by technical measures like rewalls, intrusion detection and prevention
systems, and passwords and encryptions. Organisational measures are performed and
enhanced on an ongoing basis and include training staff on cyber security, identifying
data incidents and risks, and restricting staff access to personal information.
In 2021, we changed security provider, enabling a 24/7 Managed Detection and
Response (MDR) center. We continued the integration of acquired business entities onto
our centralised security hub (this concerns companies that already had fully compliant
systems in place at the time of acquisition) and further optimised the harmonisation of
security policies across all entities. This maximises the implementation of the Zero Trust
principle, for which we work together with an approved Microsoft security party.
We also continued and expanded our cybersecurity awareness programme amongst
employees with dedicated company-wide project updates and explanatory messaging.
We focused on security awareness training that increases cybersecurity knowledge,
motivates staff in reporting possible cybersecurity threats and supports behavioral
change to reduce risk.
In 2022, we plan to extend our GDPR specialty in our legal discipline in line with growing
direct-to-consumer e-commerce activities.
“B&S invests in responsible
business practices,
transparent reporting,
and a culture of purpose.”
Ken Lageveen, COO
B&S Group S.A.
Annual Report 2021
Introduction About B&S Governance Financial statementsResults
53
Sustainable operations
UN GC Principle 7:
Businesses should support a precautionary
approach to environmental challenges;
UN GC Principle 8:
undertake initiatives to promote greater
environmental responsibility; and
UN GC Principle 9:
encourage the development and diffusion
of environmentally friendly technologies.
ISO 14001, ISO 22000,
ISO 9001
USAPHC approved
AEOS & AEOC status
MSC
Ofcially registered supplier to
UN Global Market place
Certications &
licenses
Supporting UN Global
Compact Principles
“ We work in close
cooperation with
customs authorities
to assure supply
chain security.”
54
B&S Group S.A.
Annual Report 2021
Introduction About B&S Governance Financial statementsResults
Customs compliance
Material topic 1
Ambition:
we aim to ensure compliance with all relevant rules and regulations to uphold our
relationship and status with customs authorities.
As we are a vital part of the international supply chain and are involved in customs
related operations, we adhere to a range of criteria that grants us the status of Authorised
Economic Operator. This status allows us to work in close cooperation with customs
authorities to assure the common objective of supply chain security based on the
principles of mutual transparency, correctness, fairness and responsibility. We are
subject to the Union Customs Code (UCC), the EU regulation that provides rules and
procedures for products that are brought into or are taken out of the customs territory of
the European Union.
To ensure that our operations continuously meet all criteria for both customs
simplication (AEOC) and security and safety (AEOS), our focus lies on complying with
customs legislation and taxation rules, appropriate record keeping, nancial solvency,
proven practical standards of competence and appropriate security and safety
measures. Procedures and controls are implemented and monitored to ensure the
compliance with laws and regulations.
55
B&S Group S.A.
Annual Report 2021
Introduction About B&S Governance Financial statementsResults
Innovative supply chain
Material topic 8
Ambition:
we aim to promote innovative technology to create new ways
of conducting business.
Digital transformation is marked as one of our key growth areas in our 2021 – 2023
strategic direction. One of our priorities is to further build our digital supply chain and to
use innovative technology in our warehousing operations and throughout the
organisation. We also prioritised data driven decision making in our operations, amongst
others by gearing up our data science discipline at corporate level in 2021.
Data driven services
Identication of commercial priorities takes place in consultation with our suppliers and
customers. As a result, we are upgrading current services with further roll out and
optimisation of digitised ordering via our B2B and B2C platforms.
In 2021 our focus on implementing our e-commerce strategy in all our business models
was further enhanced. We successfully connected a selection of key customers with our
multi-category B&S Nnity backbone, providing a fully digitised business ow and
increasing cross selling opportunities by offering multiple assortments in one order
platform. We continued to leverage our online B2C Beauty business to further develop
our proposition towards end-consumers into new focus areas such as Liquors. This
resulted in the launch of a multi country Liquor webshop in selected European countries,
with further country expansion in 2022.
At the same time, we added data driven services with new digital business models to our
portfolio to serve wholesalers, resellers and consumers altogether. As an example,
as part of our marketing solution proposition, we strengthened our in 2020 introduced
services for (selected) brands all driven and optimised by data. By developing targeted
campaigns for tailored audiences to increase (online) reach of established and up-and-
coming brands, we added marketing and brand development to our offering,
strengthened and established business partnerships with brand owners, and moved
further towards the consumer. For more information on our data driven solutions, please
refer to the About B&S section in this report.
To make our operations future t we continued the centralisation of our buying and sales
processes to generate data driven insights and tools between our segments and to
digitise internal processes for integrated communication with our various stakeholders
throughout the supply chain. With our Digital First approach we further integrated this
into our daily operations throughout 2021 by means of the ongoing roll-out of our
proprietary BiT ERP system in the segments within the company that were not yet
connected.
In addition, we continued our efforts in digitising and automating current business models
by further integrating data analytics, reporting dashboards and business insights through
Power BI and Project Portfolio Management (PPM).
56
B&S Group S.A.
Annual Report 2021
Introduction About B&S Governance Financial statementsResults
Food safety
Material topic 9
Ambition:
we aim to ensure a high-quality product and preventing health risks arising from
use, consumption, handling, preparation and storage throughout the value chain.
We adhere to the strictest food safety standards to ascertain the safety of the food
supply chains we are active in. We actively promote transparency of product information
and comply with the most stringent international regulations. Our food warehouse in
Dordrecht is ISO 22000;2018 certied, and applies a high-level risk management
system. This certication demonstrates to our stakeholders our dedication to complying
with international food safety standards.
In the Netherlands, we are subject to the supervision of the Netherlands Food and
Consumer Product Safety Authority (NVWA), which is supervising our cold store almost
on a daily basis and tests us by means of regular audits. Internal audits are carried out
on a periodic basis by our QHSE department which reports directly to the Managing
Director of the B&S Food segment as well as the CEO.
Food products received at our warehouses are subject to comprehensive quality controls
and are stored in climate-controlled environments.
We are also approved by the US Army Public Health Command (USAPHC) for our food
distribution to military operations, which enables us to supply US Army caterers. This is
audited on an annual basis. Additionally, we are an ofcially registered supplier to the
United Nations Global Marketplace (UNGM), the common procurement portal of the
United Nations system of organisations. This enables us to participate in tender
processes for United Nations contracts.
In 2021, we invested in an improved and more sustainable cooling installation in our B&S
Food segment which allows us to adhere up to high food safety standards we have.
We implemented a modern CO
2
system which is mainly powered by our solar panels.
We also managed to renew our ISO22000 and ISO9001 (Quality control) certications.
In the year under review we encountered four recalls - all of which initiated by suppliers -
and which have been dealt with adequately under supervision of the NVWA. Our quality
control systems are designed in such a manner that product information – both quantities
and its location stored - is readily available and swift actions regarding re-calls can be
performed.
57
B&S Group S.A.
Annual Report 2021
Introduction About B&S Governance Financial statementsResults
Energy use
Material topic 11
Ambition:
we aim to implement energy saving /energy efcient ways of working and using
energy responsibly in our premises and in the value chain.
Our biggest direct energy impact lies within our warehouses, ofces and business travel.
As such we strive to reduce the CO
2
footprint of our own operations as much as possible.
To underline our commitment we are ISO 14001 certied at our facilities in Dordrecht in
the Netherlands. The Dordrecht location is one of the largest and complex facilities of
B&S. As such, it functions as an excellent starting point for implementing ISO14001 at
our other facilities the coming years.
In our day-to-day operations we focus on implementing energy efcient measurements
and transitioning to the use of renewable energy sources. As an example, we use
geothermal energy as a heating / cooling source, motion detection lightning to reduce
energy consumption and roof insulation.
In 2021, we executed energy audits at our Dutch locations to give us detailed insight on
activities that have high energy consumption patterns as well as which suitable energy
saving measures can be made in the coming years. Some of these saving measures we
have already implemented in 2021.
As an example, we reduced our environmental impact through the installation of nearly
35,000 m
2
of sustainable roong material Derbigum NT on our B&S Food and B&S
Health segment headquarters. This results in a CO
2
reduction during the production
process of more than 25,000 kg (an equivalent of more than 180,000 driven km). Also,
we installed 8,400 solar panels on the roof of our B&S Food and B&S Health segment
ofce and warehouse, generating 3,500,000 KwH per annum, sufcient to cover 85% of
energy demand of this facility. The addition of this panel park to our already existing one,
provides our operations with 3,930,000 KwH of electricity (from nearly 9,800 solar
panels). From 2022 onwards, all our energy usage in the Netherlands will be derived
from locally produced renewable sources.
In addition, we replaced our largest cooling system in our Food operations by a more
sustainable one that only uses natural refrigerants. These have a signicant lower global
warming potential compared to the conventional refrigerants.
Besides CO
2
reduction measures on premise, we launched ‘Project drop off’ in
collaboration with our transport partners. The project focusses on realising cost savings
as well as CO
2
emission reduction by transport via barge instead of road. We managed
to reduce CO
2
emissions with an estimated 58,000 kg CO
2
.
Also, we saw the effect of our revised lease eet policy which came into effect on
1 January 2021; 13% of our eet now consists of electric models.
58
B&S Group S.A.
Annual Report 2021
Introduction About B&S Governance Financial statementsResults
In 2021, our CO
2
emissions as a result from electricity and gas consumption of our main
ofces and warehouses were 5,225 ton CO
2
(5,257 : 2020)*.
The realisation of various energy saving measures, consolidation of locations and the
installation of our solar panels at the end of 2021 resulted in a reduction of our CO
2
emissions, however only slightly (32 ton, -0.6%). In 2021, colder weather especially
during the rst months of the year resulted in more gas use to keep our buildings at
certain temperatures and to ensure our sprinkling installations remained above 4
degrees.
The coming years we will further expand our energy efciency measures and reporting
efforts. This also includes gathering details of our scope 3 emissions derived from air
travel and further disclosure on CO
2
emissions from our facilities other than our main
ofces and warehouses.
*
Coverage >80% (in m
2
) scope 1 (gas consumption) and scope 2 (electricity consumption) of ofces
and warehouses that are under our direct operational control.
“ We aim to establish a
baseline of our various
waste streams and
recycling potential
for 2022.”
59
B&S Group S.A.
Annual Report 2021
Introduction About B&S Governance Financial statementsResults
Waste management
Material topic 12
Ambition:
we aim to reduce waste and optimise opportunities for recovery, reuse or
recycling of by-products, and disposing of waste appropriately.
We contribute to the reduction of waste by amongst others separating various waste
streams and by reducing, reusing and recycling packaging material in our warehouses.
Our waste management approach has in the past been characterised by our
decentralised operations, where initiatives to reduce waste were initiated and executed
on (sub) segment level.
In 2021, we started working with a new waste partner which enables us to gain an
increased level of insights into the various waste streams and the subsequent recycling
potential. We aim to establish a baseline of our various waste streams and recycling
potential for 2022. This will facilitate us in further improving our waste management
efforts and to move from ‘waste’ towards ‘resource’.
Furthermore, we actively encourage our staff to recycle waste by providing separate
waste containers on site in order to increase recycling of paper & cardboard and plastic
foil.
In addition, we prevented food waste by continuing our collaboration with local food
banks to ensure that products that can no longer serve commercial purposes yet are still
t for consumption are distributed to those in need.
The automated packing process in our e-commerce operations was further optimised to
have machines handle thinner, recycled and FSC certied cardboard. The secondary
packaging in this operation now consists of 70-100% recycled material and carries an
FSC Mix 70% label. In addition, we continued to further replace plastic box lling by
paper material for our e-commerce deliveries to consumers.
In our private label packaging for the Personal Care business, all our paper and
cardboard packaging is made from FSC certied material.
60
B&S Group S.A.
Annual Report 2021
Introduction About B&S Governance Financial statementsResults
In 2021, the EU Taxonomy was adopted by the European Commission. This
classication system of environmentally sustainable economic activities aims to stimulate
sustainable investments and spur the implementation of the European Green Deal. This
means that for Full Year 2021 B&S is required to disclose information about the
proportion of Taxonomy eligible and non-eligible economic activities in relation to their
total turnover, capital and operational expenditure. For Full Year 2021, only the
environmental objectives ‘climate change mitigation’ and ‘climate change adaptation’ are
applicable.
B&S connects various parties in the value chain by means of technology to make
premium consumer goods available to everyone, anywhere. To assess whether our key
economic activities are eligible or not, we performed an analysis of the extent to which
our key economic activities are currently included under the two adopted environmental
objectives. We used the EU Taxonomy Compass as well as the EU Taxonomy Technical
Annex Report as guidance documents to ensure our analysis was performed in
alignment with regulatory requirements under the EU Taxonomy.
Based on this analysis, our key economic activities are non-eligible as per EU Taxonomy
objectives ‘climate change mitigation’ and ‘climate change adaptation’. The outcome of
this exercise is summarised in the below table.
ELIGIBLE AND NON-ELIGIBLE KEY ECONOMIC ACTIVITIES
Key economic activities Turnover CAPEX OPEX
Eligible 0% 0% 0%
Non-eligible 100% 100% 100%
Total 100% 100% 100%
Note on EU Taxonomy
We would like to emphasise that the above does not provide any information of B&S’
sustainability efforts and results. For an overview of our sustainability ambitions, activities
undertaken, and progress made in 2021, please refer to the Results and Governance
sections in this report.
Outlook for Full Year 2022
The EU taxonomy will take further form the coming year(s) in both its scope and
respective reporting obligations. In 2022 it is expected that the other four objectives will
also be adopted by the European Commission. In addition, key economic activities under
the currently already adopted environmental objectives might be extended.
Naturally, B&S will closely monitor the developments regarding the EU Taxonomy as well
as the Corporate Sustainability Reporting Directive (CSRD) and will adjust its reporting
accordingly to ensure compliance with regulatory reporting requirements.
61
B&S Group S.A.
Annual Report 2021
Introduction About B&S Governance Financial statementsResults
In the second half of 2021, B&S appointed a dedicated sustainability manager at
corporate level to assist the Executive Board & Leadership team in updating our
sustainability strategy, policies and programmes whilst considering stakeholder
requirements and recent reporting developments.
Sustainability ambition underlining our commitment
The roadmap for executing this update was put in place end 2021 in order to enable a
structured implementation of our sustainability ambitions by our various segments and
entities across the world. It includes the below mentioned elements.
1
Execution of double materiality assessment to assess which key
sustainability matters are most relevant to our stakeholders and our
enterprise value. This provides the backbone for our revised sustainability
strategy
2
Performing environmental, social and governance risk assessments which
will enable us to develop sound due diligence practices to prevent and
mitigate sustainability risks
3
Updating policies and commitments linked to our key sustainability matters
by dening our beliefs & principles, way of working, ambition and quantied
targets
4
Determining key performance indicators and establishing data management
systems including setting clear cut denitions and a sustainability control
framework to ensure accurate and complete reporting on progress made
5
Renement of sustainability programmes providing an overview of actions,
timelines and roles & responsibilities per segment and corporate functions. These
plans for action will assist in a phased role out of our sustainability ambitions
across the world the coming years
6
Reporting our efforts by means of an internal management dashboard as well as
via our website and annual report to provide transparency to our stakeholders
Based on these elements, B&S aims to present the framework of its revised sustainability
strategy with its Half Year 2022 results publication.
Read the story
B&S Group S.A.
Annual Report 2021
Introduction About B&S Governance Financial statementsResults
62
business story
Delivered solutions: Warehousing, Distribution, Digital commerce
When it comes to health, you can’t take any chances. That’s why we
provide solutions for any challenge. Supply for any demand.
Including medicines that are difcult or nearly impossible to obtain.
Why healthcare
professionals rely
on B&S to provide
the best care to
their patients
“We focus on sustainable
and protable growth,
creating long-term value
for our stakeholders.”
Peter Kruithof, CFO
B&S Group S.A.
Annual Report 2021
Introduction About B&S Governance Financial statementsResults
63
Organic turnover growth
(0.3%)
Acquisitive turnover growth
0.7%
EBITDA margin
6.2%
Return On Invested Working Capital
24.8%
Net debt / EBITDA
2.5
Commercial focus /
Financial performance
Financial performance
64
B&S Group S.A.
Annual Report 2021
Introduction About B&S Governance Financial statementsResults
Financial performance
Non-IFRS nancial measures
The table below presents an explanation on non-IFRS nancial measures used. These
measures are not recognised measures of nancial performance, nancial condition or
liquidity under IFRS. We present these non-IFRS nancial measures because we
consider them an important supplemental measure of our performance and believe that
they and similar measures are widely used in the industry in which we operate as a
means of evaluating a company's operating performance, nancial condition and
liquidity. The measures are used by management to monitor the underlying performance
of our business and operations.
Gross prot margin Gross prot margin is dened as realized turnover minus purchase
value of items sold
EBITDA EBITDA is dened as earnings before interest, taxes, depreciation and
amortisation
EBITDA margin EBITDA Margin is dened as EBITDA as a percentage of turnover
Inventory in days Inventory in days is dened as inventory as per period end divided by
the Last Twelve Months (LTM) purchase value times 365
Solvency Solvency is dened as group equity as a percentage of total assets
Working capital Working capital is dened as Inventory plus Trade receivables minus
Trade payables
Net debt Net debt is dened as interest bearing liabilities minus cash and cash
equivalents
ROIWC Return on invested working capital dened as the LTM EBITDA divided
by Working Capital
Prot or loss performance
€ million (unless otherwise indicated) FY 2021 reported FY 2020 reported Δ (%) reported
Prot or loss account
Turnover 1,869.5 1,861.8 0.4%
Gross prot (margin) 287.3 15.4% 254.9 13.7% 12.7%
EBITDA (margin) 116.4 6.2% 90.3 4.9% 28.9%
Depreciation & amortisation 30.7 32.5 (5.4%)
Impairment of non-current assets 10.2 -
Prot before tax 71.7 51.2 40.0%
Net prot 54.6 40.6 34.5%
EPS (in euro) 0.46 0.26 76.9%
ROIWC 24.8% 22.5%
Financial position
Inventory in days 88.1 70.0
Working capital 470.1 401.4
Solvency ratio 35.4% 38.0%
Net debt 294.7 252.5
Net debt/EBITDA 2.5 2.8
65
B&S Group S.A.
Annual Report 2021
Introduction About B&S Governance Financial statementsResults
Turnover
The 2021 turnover levels equaled 2020 levels, with turnover increase still halted by
Covid-19 developments. Organically, turnover declined by 0.3%, driven by continued
travel restrictions and lockdowns due to the global pandemic, having ongoing impact on
our hospitality and travel related business. Acquired turnover contributed 0.7%,
stemming from Top Care in the B&S Beauty segment.
€ million (unless otherwise indicated) FY 2021
reported
FY 2020
reported
*
Δ (%)
reported
B&S Liquors 540.9 575.5 (6.0%)
B&S Beauty 675.7 646.1 4.6%
B&S Personal Care 276.4 262.6 5.3%
B&S Food 287.2 277.9 3.3%
B&S Health 46.7 55.2 (15.4%)
B&S Retail 42.5 44.5 (4.5%)
Holding & eliminations 0.1
Total turnover 1,869.5 1,861.8 0.4%
*
The comparative information has been re-presented due to the new segment structure as per 2021.
Turnover split per segment
B&S Liquors
Over the year, turnover continued to be negatively impacted by product scarcity in the
market and supply chain challenges, as well as continued focus on higher margin
business at the expense of turnover.
B&S Beauty
Turnover increased as a result of geographical expansion and continued growth in online
sales. Continued industry-wide product scarcity held back further growth. The EUR/USD
exchange rate impacted reported sales levels in B2C although these effects partially
reversed in Q4.
B&S Personal Care
Turnover increased as a result of sales growth to key customers and growth of private
label assortment, both aided by the lifting of Covid-19 restrictions.
B&S Food
Sales grew compared to last year, driven by domestic business and outperformance of
sales in the Middle East. This was counterbalanced to a large extent by the remote
business. Turnover in this business line declined following withdrawal of troops from
Afghanistan which was largely in line with expectations, yet the abrupt ending of all
military related business in Afghanistan led to an even faster decline
in H2.
B&S Health
Driven by product scarcity related to the pandemic, the decline of Covid-19 related sales
when compared to 2020 and the slow recovery of the travel vaccine market, turnover
decreased signicantly.
B&S Retail
With travel restrictions gradually being lifter throughout the year, turnover increased as a
result of higher passenger numbers and higher spend per passenger. In Q4, sales more
than doubled when compared to Q4 last year.
66
B&S Group S.A.
Annual Report 2021
Introduction About B&S Governance Financial statementsResults
Gross prot
Gross prot amounted to € 287.3 million (2020: € 254.9 million). As a percentage of
turnover, margins increased from 13.7% to 15.4%. This was mainly the outcome of focus
on higher margin business in the Liquor category as well as the traditionally higher
margins of our e-commerce business that saw increased contribution to the overall
business mix.
Operating expenses
Operating expenses increased from € 164.5 million to € 170.9 million. The increase of
€ 6.4 million is mainly the outcome of increased IT costs predominantly driven by
investments in e-commerce and further harmonisation of our centralised ERP system as
well as increased marketing costs driven by expanded Direct-to-consumer business.
EBITDA
As a result of the gross margin increase signicantly outweighing the increase of the cost
base, EBITDA increased 28.9% to € 116.4 million (FY 2020: € 90.3 million), therewith
exceeding 2019 levels. EBITDA margin increased to 6.2% (FY 2020: 4.9%), therewith
exceeding the 6.0% target for FY 2021.
Group result for the year
Depreciation of tangible xed assets and amortisation of intangible xed assets
amounted to € 30.7 million (2020: € 32.5 million). Additionally, an impairment loss related
to the food segment of € 10.2 million is accounted for. Although we have taken our
measures within this segment and as such we foresee positive developments, we also
considered less likely yet less positive scenarios. With the goodwill impairment test (as
per IAS36) for the B&S Food Segment it became apparent that although the base case
scenario didn’t require an impairment, the less positive scenarios had a different
outcome.
Financial expenses decreased to € 3.9 million (2020: € 7.0 million) as a result of
decreased lending rates and less outstanding debt following reduced average working
capital levels. This resulted in prot before tax of € 71.7 million (2020: € 51.2 million).
The effective tax rate stood at 23.9% compared to 20.6% FY 2020 following increased
prots in high tax jurisdictions. As a result, net prot from continuing operations
amounted to € 54.6 million (2020: € 40.6 million).
Net prot attributable to non-controlling interests amounted to € 16.1 million
(2020: € 18.9 million). The decrease is mainly the result of acquiring additional shares in
JTG and as such indirectly FragranceNet.com as of June 30, 2021. Net prot attributable
to the owners of the Company amounted to € 38.5 million (2020: € 21.7 million).
“EBITDA and EBITDA
margin increased
signicantly as a result
of enhanced commercial
focus in selected higher
margin areas.”
Arben Hajrullahu
Managing Director B&S Liquors
67
B&S Group S.A.
Annual Report 2021
Introduction About B&S Governance Financial statementsResults
Segmental performance
B&S Liquors
€ million (unless stated otherwise) FY 2021
reported
FY 2020
reported
Δ (%)
reported
Turnover 540.9 575.5 (6.0%)
Gross prot 56.9 36.6 55.5%
EBITDA 28.2 12.9 118.6%
EBITDA margin 5.2% 2.2%
B&S Liquors saw sales decline by 6.0%
while gross prot increased by 55.5%
compared to FY 2020. EBITDA and
EBITDA margin increased signicantly as
a result of enhanced commercial focus in
selected higher margin areas and
channels that can be served at similar
staff costs.
Our European Liquor wholesale
continued to see impact of the forced
closures of bars and restaurants, yet our
focus on selected EU countries reaped
results in the second half of the year.
Additionally, the launch of our B2C
webshop that was rolled out across
several European countries in the second
half of 2022 started to contribute to
results.
Our international Liquor distribution was
still impacted by the pandemic with
industry wide scarcity and container
shortages that continued throughout the
year. As a result, turnover levels were
signicantly below 2020 levels. However,
our focus on higher margin business as
well as product scarcity led to signicant
gross prot increase.
68
B&S Group S.A.
Annual Report 2021
Introduction About B&S Governance Financial statementsResults
B&S Beauty
€ million (unless stated otherwise) FY 2021
reported
FY 2020
reported
Δ (%)
reported
Turnover 675.7 646.1 4.6%
Gross prot 126.7 115.6 9.6%
EBITDA 62.4 65.4 (4.6%)
EBITDA margin 9.2% 10.1%
“Online B2C continued
growth, driven by
international
geographical expansion.”
Willem Tuk
Managing Director B&S Beauty
B&S Beauty increased turnover and
margin, yet saw a slight decline in
EBITDA and EBITDA margin due to staff
cost increase following the expansion of
the online B2C business. Q4 turnover
was slightly behind on Q4 2020 following
scarcity in the market.
B2B and B2R sales were impacted by
product scarcity, yet partly
counterbalanced by new business
models. Both developments positively
inuenced gross prot margins in this
business.
Online B2C continued growth, driven by
international geographical expansion.
The EUR/USD exchange rate impacted
sales levels in B2C although these effects
partially reversed in Q4. Further turnover
growth was held back by product scarcity
driven by the pandemic. As expected,
in the second half of 2021 margins for this
business were back at pre-covid levels.
“Performance was
driven by increased
sales to key clients,
partly following the lifting
of Covid-19 restrictions
in several European
countries.”
Bert Boersema
Managing Director
B&S Personal Care
69
B&S Group S.A.
Annual Report 2021
Introduction About B&S Governance Financial statementsResults
B&S Personal Care
€ million (unless stated otherwise) FY 2021
reported
FY 2020
reported
Δ (%)
reported
Turnover 276.4 262.6 5.3%
Gross prot 46.3 44.3 4.5%
EBITDA 25.3 22.7 11.5%
EBITDA margin 9.1% 8.6%
Despite supply chain complexities driven
by the pandemic, B&S Personal Care
increased sales by 5.3% while gross
prot increased by 4.5% compared to FY
2020. EBITDA margin increased as well.
This performance was driven by
increased sales to key clients, partly
following the lifting of Covid-19
restrictions in several European
countries. Further sales growth in 2021
was held back by high container prices
which put pressure on availability and
prices of the private label assortment.
“2021 saw an altered
business mix, with less
contribution of remote
markets which come at
higher margins.”
Maurice Riegel
Managing Director B&S Food
70
B&S Group S.A.
Annual Report 2021
Introduction About B&S Governance Financial statementsResults
B&S Food
€ million (unless stated otherwise) FY 2021
reported
FY 2020
reported
Δ (%)
reported
Turnover 287.2 277.9 3.3%
Gross prot 36.2 37.6 (3.7%)
EBITDA 3.1 3.9 (20.5%)
EBITDA margin 1.1% 1.4%
B&S Food increased sales with 3.3%
while gross prot was largely in line with
2020 levels. This is the result of an
altered business mix, with less
contribution of remote markets which
come at higher margins. EBITDA margin
stood at 1.1%. Q4 sales were well above
last years levels driven by brand
distribution activities.
The Government & Defence business
saw turnover and gross prot decrease
from Q1 onwards as a result of the
withdrawal of troops from Afghanistan.
Although the business decline for 2021
was largely anticipated, the abrupt ending
of all military related business in
Afghanistan in Q3 led to sharper turnover
decline and higher wind down cost in H2
than originally projected.
Our brand distribution services performed
in line with expectations on turnover,
yet slightly underperformed on gross
prot due to a number of new sizeable
deals at the expense of gross prot
margin. Duty-free and travel related
markets still saw the impact of Covid-19
restrictions on sales. The domestic
markets on the other hand slightly
increased turnover especially in the last
quarter, albeit at slightly lower margins.
“Due to Covid-19, the
travel vaccines business
in 2021 recovered only
slowly, and delayed care
treatments reduced the
demand for hospital
supplies.”
Rogier van Duin
Managing Director B&S Health
71
B&S Group S.A.
Annual Report 2021
Introduction About B&S Governance Financial statementsResults
B&S Health
€ million (unless stated otherwise) FY 2021
reported
FY 2020
reported
Δ (%)
reported
Turnover 46.7 55.2 (15.4%)
Gross prot 7.9 10.3 (23.3%)
EBITDA 1.9 4.7 (59.6%)
EBITDA margin 4.1% 8.5%
B&S Health saw sales decline by 15.4%,
with a margin decrease of 23.3%.
EBITDA margin signicantly decreased
as a result of the xed cost base.
The rst nine months of 2020 benetted
from Covid-19 related sales whereas the
travel vaccines business in 2021
recovered only slowly, and delayed care
treatments resulted in reduced demand
for hospital supplies. Sales in Q4 were in
line with the same quarter last year and
driven by export business.
“EBITDA increased by
87.5% with positive
EBITDA number in the
second half of the year.”
Guus Jonge Poerink
Managing Director B&S Retail
72
B&S Group S.A.
Annual Report 2021
Introduction About B&S Governance Financial statementsResults
B&S Retail
€ million (unless stated otherwise) FY 2021
reported
FY 2020
reported
Δ (%)
reported
Turnover 42.5 44.5 (4.5%)
Gross prot 11.8 8.5 38.8%
EBITDA (1.5) (12.0) 87.5%
EBITDA margin (3.5%) (27.0%)
B&S retail managed to realise turnover
levels largely in line with last year, and -
despite another round of temporary store
closures at the end of Q4 - more than
doubled its sales in the last quarter of
2021 when compared to Q4 last year.
Gross prot increased and although
break-even was not reached – as
expected and communicated – EBITDA
increased by 87.5% with positive EBITDA
number in the second half of the year.
Virtually all shops were reopened by the
end of 2021, and recovery towards the
end of the year was aided by either
slightly higher than expected passenger
numbers or higher spend per passenger.
73
B&S Group S.A.
Annual Report 2021
Introduction About B&S Governance Financial statementsResults
Balance sheet
€ million (unless stated otherwise) 31.12.2021 31.12.2020 Change
Intangible xed assets 119.1 122.6 (3.5)
Tangible xed assets 38.1 37.3 0.8
Right-of-use assets 60.7 66.1 (5.4)
Financial xed assets 6.3 5.5 0.8
Non-current assets 224.2 231.5 (7.3)
Inventory 381.8 308.3 73.5
Trade receivables 195.0 195.6 (0.6)
Other current assets 44.2 33.2 11
Cash and cash equivalents 12.5 38.9 (26.4)
Current assets 633.5 576.0 57.5
Total assets 857.7 807.5 50.2
Equity 303.3 306.9 (3.6)
Non-current liabilities 291.7 162.1 129.6
Current liabilities 262.7 338.5 (75.8)
Total equity and liabilities 857.7 807.5 50.2
Non-current assets
Non-current assets decreased to € 224.2 million at year-end 2021, compared to € 231.5
million at the end of 2020. The decrease is mainly the result of the impairment of € 10.2
million at the B&S Food Segment. Investments mainly related to replacement capex and
the further investment in our B&S Nnity platform.
Current assets
Current assets stood at € 633.5 million at year-end 2021, compared to
€ 576.0 million at year-end 2020.
The main increase in our current assets relate to an increased inventory position. In 2020
with limited visibility on the market developments as a result of Covid-19 we minimalised
the inow of inventory. In order to be able to meet forecasted demand in Q1 2022 and
with the current scarcity in the market we increased our inventory positions. The number
of inventory days as such increased from 70 days in 2020
to 88 in 2021.
Trade receivables remained stable following our strict measures and credit management
procedures.
Net working capital increased to € 470.1 million at year-end 2021, compared to € 401.4
million at year-end 2020, as a result of the increased inventory position. Working capital
in days increased from 85 days in 2020 to 101 days in 2020.
74
B&S Group S.A.
Annual Report 2021
Introduction About B&S Governance Financial statementsResults
Group equity
The Group’s equity slightly decreased to € 303.3 million at year-end 2021, compared to
€ 306.9 million at the end of 2020. During 2021, the Group paid
€ 8.5 million dividend to owners of the company (2020 no dividend) and paid
€ 11.9 million dividend to non-controlling interests (2020: € 13.3 million). Group equity
was further impacted for an amount of € 49.4 million as a result of the acquisition of the
J.T.G. Holding B.V. and J.T.G. W.W.L. S.à r.l. shares and the following conversion of the
remaining 8.21% shares in this company towards B&S Beauty B.V. shares.
Non-current liabilities
Non-current liabilities stood at € 291.7 million at the end of 2021, compared to € 162.1
million at year-end 2020. The increase of the non-current liabilities mainly is the result of
the renancing of the bank debt of the group. Where B&S previously was mainly funded
by working capital facilities with the renancing of the debt at the end of 2021 the
company attracted long term funding to secure its nancial position. At the end of 2020
non-current loans and borrowings amounted to
€ 49.5 million compared to € 181.0 million as per year-end 2021.
Current liabilities
Current liabilities decreased to € 262.7 million at year-end 2021, compared to € 338.5
million at the end of 2020, mainly the result of the indicated renancing of bank debt.
Included in the current liabilities as per year end 2021 is an amount of € 38.5 million
relating to the acquisition of the J.T.G. Holding B.V. shares payable in January 2022.
Financing
B&S was mainly nanced through short-term working capital credit facilities.
At December 30, 2021 B&S Group renanced all its main credit facilities. B&S attracted
a combination of unsecured bank loans and unsecured revolving credit facilities both on
a committed and an uncommitted basis. Reference is also made to note 23 of this annual
report.
Net debt (on a post IFRS 16 basis) increased from € 252.5 million as per year-end 2020
to € 294.7 million as per year-end 2021. Net debt / EBITDA ratio stood at 2.5 (FY 2020:
2.8).
Cash ow
€ million (unless stated otherwise) 2021 2020
Net cash from operations 14.8 147.0
Net cash from investing activities (23.8) (15.2)
Net cash from nancing activities (17.3) (143.8)
(26.3) (12.0)
As a result of our inventory build-up towards year end, net cash from operations
decreased from € 147.0 million in 2020 to € 14.8 million in 2021.
Investing activities mainly related to replacement capex, investments in our
B&S Nfnity backbone and the investment in additional shares in J.T.G. Holding B.V.
Financing activities mainly related the renancing of the B&S Group bank debt towards
the end of 2021 and dividend payments to both the shareholders of B&S Group and the
minority shareholders.
75
B&S Group S.A.
Annual Report 2021
Introduction About B&S Governance Financial statementsResults
Divided proposal
At the Annual General Meeting to be held on May 17, 2022, B&S will propose the
payment of € 0.18 per share, in cash (subject to withholding tax if applicable). This
translates into a pay-out ratio of 40% of the annual Group results attributable to the
owners of the Company.
Outlook
For 2022, uncertainties related to the prolonged pandemic are projected to remain,
and we expect demand for digital supply chain solutions to develop further. B&S plans to
expand its B&S Nnity backbone and continue its focus on improved operational
efciency by accelerating innovations. We strive to expand sales with marketing and
brand development solutions and plan to launch new direct-to-consumer business
models in various geographies.
Overall, we focus on the product-market-channel combinations where we foresee
growth, both in B2B and B2C and in all product categories, supported by our digitised
services and e-com solutions. We strive to achieve 7.5% organic topline growth in 2022
and will continue efforts to further enhance protability with ongoing focus on higher
margin business combined with cost control measures and operational efciency.
To maintain our healthy nancial position, we remain focused on return on invested
working capital in every operating segment and in particular Days of sales outstanding
and aging of inventories.
Read the story
B&S Group S.A.
Annual Report 2021
Introduction About B&S Governance Financial statementsResults
76
business story
Delivered solutions: Distribution, Marketing, Brand development
As King of Reach, we specialise in complex challenges in complex
markets. Thanks to our scale and global presence, we can ship any
product, in any quantity, to almost anywhere in the world. Our
partnership with Nestlé Waters to grow sales of the Perrier brand in
the Caribbean put our capabilities to the test.
Resources and
resourcefulness:
the story of Perrier’s
target-breaking
growth in the
Caribbean
Cherish home
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Financial statements
77
Governance
Corporate Governance is an integral part of how B&S chooses to do
business. The desire to pursue best practices is embedded in our
corporate philosophy and policies.
Governance
Composition of the Executive Board
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Financial statementsGovernance
78
Tako de Haan, M (1960)
Position: CEO and member of the
Executive Board since 2020. In his
role as CEO he holds responsibility
for corporate strategy, IT, business
development, marketing and human
resources.
End of current term: 2024
Nationality: Dutch
Previous positions held: over 25
years of experience in senior
operations and managerial roles
(mostly in capacity of COO) at
renowned brands such as Triumph
and Nike.
Peter Kruithof, M (1981)
Position: CFO and member of the
Executive Board since 2020. In his
role as CFO he holds responsibility
for nance, tax, internal audit,
treasury and risk management.
End of current term: 2024
Nationality: Dutch
Previous positions held: joined
one of the B&S segments in 2008 as
nance director. In this capacity he
served as member of the
Management Board before
becoming the Company’s Corporate
Treasurer in 2016.
Bas Schreuders, M (1954)
Position: Member of the Executive
Board since 2012 (re-appointed in
2020) and Senior Counsel. In his
role as member of the Executive
Board he holds responsibility for
legal affairs.
End of current term: 2024
Nationality: Dutch
Other position: board member at
Samson & Surrey Holdings
Luxembourg S.à r.l.
Previous positions held: CEO of
Intertrust Group until 2010, several
senior legal positions at various
banks.
Niels Groen, M (1987)
Position: Member of the Executive
Board since 2017 (re-appointed in
2020) and Managing Director. In his
role as member of the Executive
Board he supports the CFO in the
responsibility for nance and risk
management.
End of current term: 2024
Nationality: Dutch
Previous positions held: Started at
B&S in 2011, held several senior
nance positions before becoming
Managing Director in 2020 for the
Dubai operation of the Company.
Leadership Team
The Leadership Team of B&S supports the Executive Board in day-to-day
decision making. This team consists of the non-statutory C-level functions and
segmental Managing Director functions.
Arben Hajrullahu, M
(1974)
Chief Commercial Ofcer and
Managing Director B&S Liquors
Bert Boersema, M
(1971)
Managing Director B&S Personal
Care
Guus Jonge Poerink, M
(1977)
Managing Director B&S Retail
Willem Tuk, M (1969)
Managing Director B&S Beauty
Rogier van Duin M
(1972)
Managing Director B&S Health
Ken Lageveen, M (1977)
Chief Operations Ofcer
Maurice Riegel, M
(1978)
Managing Director B&S Food
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Financial statementsGovernance
79
Mr. Willem Blijdorp, through Sarabel Invest S.à. r.l. (‘Sarabel’), at year-end 2021 held 67.26% of the shares in B&S Group S.A.
Mr Leendert Blijdorp at year-end 2021 held 0.01% of the shares in B&S Group S.A.. The other Supervisory Board members do not hold any ordinary shares or rigts to obtain ordinary shares.
B&S values good governance and is committed to compliance with the principles of
Supervisory Board composition as laid down in the Dutch Corporate Governance Code.
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Financial statementsGovernance
80
Composition of the Supervisory Board
Jan Arie van Barneveld, M (1950), Chairman
First Appointed: 2018, end of current term: 2022
Nationality: Dutch
Audit and Risk Committee (member), Selection,
Appointment and Remuneration Committee
(member)
Last position held: CEO of Brunel International
N.V. until May 2018
Supervisory Board memberships and other
positions: member of the Supervisory Board of
Brunel International N.V., member of the Advisory
Board of Boels Topholding B.V., member of the
Supervisory Board of NCOI.
Willem Blijdorp, M (1952), Vice-Chairman
First Appointed: 2004, end of current term: 2022
Nationality: Dutch
Selection, Appointment and Remuneration
Committee (member)
Last position held: Founder of Kamstra Shipstores
– which currently forms part of the B&S Liquors
segment - and CEO of B&S until 2004, member of
the Supervisory Board since 2004
Other positions: chairman of the Board of Directors
of Clinuvel Pharmaceuticals.
Rob Cornelisse, M (1958)
First Appointed: 2018, end of current term: 2024
Nationality: Dutch
Last position held: Tax partner at Loyens & Loeff
N.V until 2018
Other positions: Professor of Tax Law at the
University of Amsterdam and serves as of counsel
at Loyens & Loeff N.V.
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Financial statementsGovernance
81
Kitty Koelemeijer, F (1963)
First Appointed: 2018, end of current term: 2025
Nationality: Dutch
Selection, Appointment and Remuneration
Committee (chair)
Position: Full Professor of Marketing & Retailing
and Director Center of Marketing & Supply Chain
Management at Nyenrode Business University.
Supervisory Board memberships and other
positions: member of the Supervisory Board and
chairman of the Audit Committee of Brunel
International N.V., vice-chair of the Supervisory
Board and chairman of the Remuneration
Committee of Intergamma Coöp U.A., member of
the Supervisory Board of CB Logistics, Vereniging
Eigen Huis, NLinBusiness, and Handicapped Sports
Fund, Board Member at VNPF.
Leendert Blijdorp, M (1988)
First Appointed: 2021, end of current term: 2025
Nationality: Dutch
Audit & Risk committee (chair)
Position: several board and committee member
positions in companies related to Sarabel Invest
S.à r.l.
82
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Financial statementsGovernance
Executive Board
The Executive Board is responsible for day-to-day management, strategy and advocacy
of general stakeholders’ interest. The Executive Board may perform all acts necessary or
useful for achieving the Company’s corporate purposes, except for those expressly
attributed to the General Meeting or Supervisory Board under Luxembourg legislation or
the Articles of Association.
Composition, appointment and dismissal
The Articles of Association provide that the Executive Board must consist of at least two
members. In the period under review, the Executive Board consisted of four members.
The composition of the Executive Board and information about its members is provided
on page 78 of this Annual Report.
Members of the Executive Board are appointed for a maximum period of four years and
may then be reappointed for an unlimited amount of times, each time for a maximum of
four years.
Corporate Governance
A member of the Executive Board may be removed or replaced with or without cause,
at any time, by a resolution adopted by the Supervisory Board or by the General Meeting
of Shareholders.
No member can simultaneously be a member of the Executive Board and of the
Supervisory Board. However, in the event of any vacancy at the Executive Board,
the Supervisory Board may appoint one of its members to act on the Executive Board
until the following General Meeting. During that period, the duties of this person within
the Supervisory Board will be suspended.
Meetings and decision-making
In the nancial year under review, the Executive Board had 21 formal meetings.
The majority was held by teleconference as a result of COVID-19 related measures.
The functioning of and decision-making within the Executive Board are governed by the
Executive Board Rules which can be found on the corporate website.
According to the Executive Board Rules, the Company has installed an IT steering
committee that assists the Executive Board in its oversight of the Company’s IT function
and prepares recommendations for the Company’s IT policy.
B&S was incorporated on December 13, 2007 as a private limited liability
company (S.à. r.l.), under the laws of the Grand Duchy of Luxembourg. In March
2018, the Company was converted into a public limited liability company (S.A.).
The Executive Board and Supervisory Board are responsible for the Company’s
corporate governance structure. The corporate governance of B&S is determined
by Luxembourg Law, the Articles of Association and – as these are underwritten
by the Company - by the regulations of the Dutch Corporate Governance Code
(the ‘Code’).
83
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Financial statementsGovernance
Supervisory Board
The Supervisory Board is responsible for supervising and providing advice on the policy
of the Executive Board. The Supervisory Board regularly discusses the strategy,
the implementation of the strategy and the principal risks associated
with it.
The Supervisory Board includes an account of its involvement in the establishment of the
strategy, and how it monitors its implementation in its report, which can be found under
‘Report of the Supervisory Board’.
Composition, appointment and dismissal
The Articles of Association provide that the Supervisory Board must consist of at least
three members. In the period under review, the Supervisory Board consisted of ve
members. The composition of the Supervisory Board and information about its members
is provided on page 80 of this Annual Report.
Members of the Supervisory Board are appointed for a maximum period of four years
and may then be reappointed for a maximum period of four years. A Supervisory Board
member may then subsequently be reappointed for a period of two years. This
reappointment may be extended by a maximum of two years. For reappointment after an
eight-year period, reasons must be provided in the report of the Supervisory Board.
A member of the Supervisory Board may be removed or replaced with or without cause,
at any time, by a resolution adopted by the General Meeting of Shareholders.
In the event of one or more vacancies in the Supervisory Board, because of death,
resignation or otherwise, the remaining members of the Supervisory Board may appoint
one or more members of the Supervisory Board, as the case may be, to temporarily ll
any such vacancy until the next General Meeting of Shareholders where a new member
of the Supervisory Board will be appointed upon proposal by the Supervisory Board,
subject to compliance with any applicable nomination rights as set out in the Articles of
Association.
Meetings and decision-making
The Supervisory Board shall meet at least 4 times a year and as often as the business
and interests of the Company require. Unless the Chairman decides otherwise,
Supervisory Board meetings shall be attended by all members of the Executive Board.
In accordance with the Articles of Association, the functioning of and decision-making
within the Supervisory Board are governed by the Supervisory Board Rules that can be
found on the corporate website. The Supervisory Board can only validly adopt
resolutions if at least two of its members are present or represented at a meeting duly
convened in accordance with the Articles of Association and Luxembourg Law.
Resolutions of the Supervisory Board may also be adopted outside of a meeting,
provided that such resolutions are adopted in writing and signed by each member of the
Supervisory Board. Pursuant to the Articles of Association, certain specied resolutions
of the Supervisory Board require the afrmative vote of majority shareholder Sarabel
Invest S.à. r.l. (‘Sarabel’), as long as it holds at least 30% of the ordinary shares.
Committees
The Supervisory Board has established two committees from among its members; the
Audit and Risk Committee and the Selection, Appointment and Remuneration
Committee. Their task is to assist and advice the Supervisory Board in fullling its
responsibilities. These committees are governed by charters that have been drawn up in
line with the Dutch Corporate Governance Code and can be found on the corporate
website. The present composition of the committees are provided in this Annual Report
under ‘Report of the Supervisory Board’.
84
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Financial statementsGovernance
Remuneration
The remuneration of the Supervisory Board members is determined by the General
Meeting of Shareholders. The General Meeting may grant a xed remuneration to
members of the Supervisory Board which is not dependent on the results of the
Company and may grant an additional xed remuneration to the Chairman and the
vice-chairman. The remuneration of the Supervisory Board members should reect the
time spent and the responsibilities of their role.
Diversity
In the composition of the Boards, B&S strives for sufcient complementarity, pluralism
and diversity with regard to age, gender and background. The main aim is to create a
diverse mix of knowledge, skills, expertise and personal characters.
The Company views diversity as a relevant mix of required elements that evolves with
time, based on business objectives and future needs of the Company. We treat diversity
of the Boards as means for improvement and development rather than as an objective in
itself.
In the selection of our new Supervisory Board member L. Blijdorp (appointed May 2021),
the Supervisory Board took into account these views and focused on selecting a
candidate with clear and distinctive expertise, contributing to pluralism in age, a focus on
long-term value creation commitment towards B&S, and adding a personal character to
the Board that balances but also challenges the Audit and Risk Committee and
Supervisory Board composition.
Board conicts of interest
Conicts of interest should be handled in accordance with Art. 28 of the Articles of
Association. If a member of the Executive Board or the Supervisory Board has a direct or
indirect nancial interest opposite to the interest of the Company in any transaction that
requires approval from the Executive Board or the Supervisory Board, he or she should
inform the Boards as per Art. 28.1 of the Articles of Association. The member may not
take part in the deliberations relating to the transaction and may not vote on transaction
related resolutions. For details on transactions, reference is made to note 32 of the
nancial statements in this report. Transactions were compliant with arm’s length
principles.
Herewith, the Dutch Corporate Governance Code best practice provisions regarding
(reporting of) conict of interests have been complied with.
General Meeting of Shareholders
At least once a year, the Company convenes a shareholder meeting. The Executive
Board and Supervisory Board ensure that the General Meeting of Shareholders is
properly informed and advised. The Company has, in accordance with best practice
provision 4.2.2 of the Code, drawn up a Policy on bilateral contacts.
Shareholders who individually or jointly hold at least 5% of the issued share capital have
the right to place items on the agenda and submit proposals for items included in the
agenda. The Company will include the item on the agenda if it receives the substantiated
proposal in writing clearly stating the item to be discussed, or a draft resolution, in writing
at least 22 days prior to the meeting date.
The main powers of the General Meeting relate to:
the composition, appointment and dismissal of members of the Executive Board and
the Supervisory Board;
approval of the remuneration policy of the Executive Board and the Supervisory
Board;
the adoption of the annual nancial statements and declaration of dividends on
Ordinary shares;
discharge from liability of the members of the Executive Board and the Supervisory
Board;
85
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Financial statementsGovernance
Furthermore, the Articles of Association require the afrmative vote of the current
majority shareholder Sarabel in respect of reinforced approval matters of the Supervisory
Board as long as he holds at least 30% of the ordinary shares.
There are no specic powers for the Executive Board and Supervisory Board to issue or
buy back ordinary shares.
Preference shares
For a period of ve years, starting March 22, 2018 the Executive Board, as per Article 6
of the Articles of Association, is authorised to issue preference shares to a foundation
(Stichting Continuïteit B&S Company) up to a total number of voting rights, after the
issue, of 33.33%. The object of the foundation is limited to the protection of the interests
of (i) the Company, (ii) the business connected therewith and (iii) all involved
stakeholders. Contravening inuence threatening the continuity, the independence or the
identity shall be averted as much as possible. The Executive Board may only issue
preference shares with the prior written consent of the current majority shareholder
Sarabel as long as he holds at least 30% of the ordinary shares. In 2021, no preference
shares were issued.
Share transactions by management
The chart of transactions by persons discharging managerial responsibilities (PDMR),
which are members of the Executive Board and Supervisory Board of B&S Company
S.A., is available on our corporate website. This overview contains any signicant direct
and indirect shareholdings within the meaning of the Transparency Directive.
any transaction or measure entailing an important change of the identity or character
of the Company;
the issuance of ordinary instruments under the Ordinary Shares Authorised Capital in
the excess of 10% maximum set out in Art. 6.3(i) in the Articles of Association;
amendments to the Articles of Association in accordance with Art. 12.3 in the Articles
of Association.
For more information about the powers of the General Meeting, the Policy on bilateral
contacts as well as Articles of Association, please visit our corporate website.
Share capital
The authorised share capital of the Company consists of one single category of shares:
ordinary shares. All issued shares are fully paid up and each share confers the right to
cast a single vote in the General Meeting. At year-end 2021, the total number of issued
ordinary shares was 84,177,321. The ordinary shares are freely transferable at the stock
exchange of Euronext Amsterdam.
Share ownership rights
There are no special control rights or restrictions on voting rights attached to the ordinary
shares. However, shareholder Sarabel Invest S.à. r.l. (‘Sarabel’) has a right to nominate
candidates for appointment as members of the Supervisory Board. Pursuant to
Luxembourg law, if Sarabel, when making use of this nomination right, includes at least
two candidates for each position in the proposal for appointment to the Supervisory
Board, the General Meeting has to appoint one of the proposed candidates.
86
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Financial statementsGovernance
Major shareholdings
The Dutch Financial Supervision Act and the Luxembourg Transparency law require
investors who hold a share interest or voting interest exceeding (or falling below) certain
thresholds to (inter alia) notify their interest with the Authority for the Financial Markets
(AFM) in the Netherlands and the Commission de Surveillance du Secteur Financier
(CSSF) in Luxembourg. This information is included in this Annual Report under the
section “Share Information”.
Financial reporting and role of auditor
Annual nancial statements as prepared by the Executive Board must be examined by
an external certied auditor before being presented to the General Meeting for adoption.
The General Meeting has the authority to appoint the auditor. The Supervisory Board
nominates the auditor for (re-)appointment by the General Meeting, taking into account
the advice of the Audit and Risk Committee. The auditor’s assignment and remuneration
are resolved on by the Supervisory Board, on the recommendation of the Audit and Risk
Committee.
The external auditor attends Audit and Risk Committee meetings and meetings of the
Supervisory Board in which the annual nancial statements are to be approved and the
year-end audit report of the external auditor is discussed. Half-year results and reports
are discussed with the Audit and Risk Committee in the presence of the external auditors
prior to publication.
Compliance with the Dutch Corporate Governance Code
As a public limited liability company organised under the laws of the Grand Duchy of
Luxembourg, the Company is not subject to the Code. However, we acknowledge the
importance of good governance and are committed to comply with the principles as set
out in the Code. The Executive Board and Supervisory Board believe deviations or
qualications of some individual provisions of the Code are justied. These deviations or
qualications are explained below.
Deviations from the Code
Independence of Supervisory Board members
Under the best practice provision 2.1.7 and 2.1.8, three out of ve members of the
Supervisory Board are considered not to be independent. One member has a
shareholding in the Company of at least ten percent and one member was appointed as
representative of a legal entity which holds at least ten percent. The third member has a
relative by blood in the rst degree that is a member of the management board or
supervisory board – or is a representative in some other way – of a legal entity which
holds at least ten percent of the shares in the Company. The Company deviates from this
provision as it nds it necessary for its Supervisory Board members to have a good
understanding of the complex environment in which the Company operates.
Furthermore, the representation of (persons in the direct line of descent to) the founder
and majority shareholder of B&S, contribute to the long-term commitment towards value
creation and continuity.
87
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Financial statementsGovernance
Establishment of committees
The Company reserves the right to deviate from provision 2.3.2 for
practical reasons. The regulation of committees states that if the
Supervisory Board consists of more than four members, it shall
appoint an Audit committee, a Remuneration committee and a
Selection and Appointment committee. In the period under review,
this provision was deviated from as the Selection and Appointment
committee and the Remuneration committee were combined to form
one committee.
Cancelling the binding nature of a nomination or dismissal
Pursuant to the Articles of Association, shareholder Sarabel has a
right to nominate candidates for appointment as members of the
Supervisory Board. It is not possible under Luxembourg law to set
aside the binding nature of the nomination right, which would result in
a deviation from best practice principle 4.3.3.
Relevant
documents on
corporate
website
Articles of Association
Executive Board Rules
Supervisory Board Rules
Charters of Committees
Prole Supervisory Board
Bilateral contacts policy
Code of Conduct
Whistleblower Policy
Risk appetite Averse Low Moderate High
Strategic
Operational
Compliance
Financial
To achieve strategic objectives, the Company accepts associated risks up to a
moderate level
The Company seeks to minimise the risks of operational failures within its business
processes
With respect to compliance risks, the Company takes a risk averse stance
Financial risks are mitigated through a cautious nancing structure and stringent
cash management policy
There may be risks or risk categories that are currently identied as not having a
signicant impact on the business but that could develop into main risks in the future.
The objective of the Company’s Enterprise Risk Management model (‘ERM model’) is to
timely identify changes in risk proles so that appropriate measures can be taken.
The main risks per category are described below.
88
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Financial statementsGovernance
Risk Management
B&S is a globally operating listed Company with a focus on long term value
creation. Being active in many different markets worldwide inherently entails
risks, not only in the specic markets we are active in but also with regards to
business strategy.
Companywide strategic objectives are dened by the Executive Board and include the
encouragement of entrepreneurship and accountability on segmental level.
The Executive Board, supported by the Leadership Team, has in place a well-embedded
risk management and internal control system to continuously evaluate the degree to
which the Company is in control. This helps to identify and mitigate potential risks and to
balance risk and reward in line with the Company’s risk appetite.
With the COVID-19 pandemic continuing in 2021, the impact on our operations is
considered a main risk and as such an integral part of our principal risks:
International nature of our business
IT & cybersecurity
Inventory
Liquidity and working capital management
Credit
Risks related to climate change and sustainability are an integral part of a number of our
main risks, such as reputational risks, international nature of our business and
non-compliance with laws and regulations. The related risks are summarized in the
compliance risk category.
We have reviewed our risk descriptions for these principal risks over the year and
enhanced description where relevant to further reect these developments. Other
principal risks remain largely unchanged from last year.
Risk appetite
In general, B&S adapts a conservative approach to risk-taking within an entrepreneurial
setting. The risk appetite differs per risk category and is dened as follows:
89
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Financial statementsGovernance
Risk Description Risk appetite
Strategic
International nature The risk that trade protection measures, changes in taxation policies or other regulations will negatively impact
revenues
Managing growth The risk that the Company is unable to manage sustainable organic and acquisitive growth
Reputation The risk of an incident occurring that will harm the B&S Company brand
Operational
IT & Cybersecurity The risk of critical IT systems being unavailable or not well maintained and of the Company being exposed to
cyber crime
Staff The risk of not nding or retaining qualied people to support our strategy and the business not achieving its full
potential
Inventory The risk of being unable to manage inventory successfully, leading to tied up capital and / or eroding margins
The risk of scarcity or unavailability of goods impacting lead times and business continuity
Compliance
Compliance standards The risk of non-compliance with statutory laws and regulations in applicable jurisdictions or with internal
policies and procedures
Customs & Certications The risk of losing any of or authorisations or certications for our bonded warehouses could have negative
impact on revenues
Climate change & sustainability regulations The risk of non-compliance with climate change & sustainability laws and regulations
Financial
Currency The risk of inadequately monitoring exchange rate risk that leads to exchange rate losses
Credit The risk of delayed or failed payment by customers
Liquidity & Working Capital Management The risk that the business has insufcient free cash ow to fund its operations and stay within acceptable debt
ratios
Supervisory board /
Executive board
Tax ICT
Legal department
Warehouse Customs HRMSales
Treasury PurchasingFinance & control Concern controling
Internal audit
External audit
Peer group-learning
/ Benchmarking
External advisors
Learning and
development
Enterprise risk
management
model
Enterprise Risk
Management model
90
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Financial statementsGovernance
Enterprise Risk Management
model
The Executive Board is responsible
for establishing and maintaining adequate
internal risk management and control
systems. Risk identication is performed
both top-down and bottom up, based on
the Company’s strategy and the
environment in which we operate.
The Company has developed an ERM
model which is continuously monitored by
the Supervisory Board, Executive Board,
Finance & Reporting, Internal Audit and
the Leadership Team. We involve various
internal and
external stakeholders in the identication,
assessment and monitoring of risks,
which ts the Company’s entrepreneurial
and hands-on mentality. The risk
management model is updated when
required in order to reect changes in
either internal or external conditions.
91
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Financial statementsGovernance
Main risks and control measures
The main risks and control measures are presented below.
Risk type Description Mitigation by
Strategic
International nature of our
business
The international scope of our operations, particularly in certain
developing countries and emerging markets, exposes the Company
to risks related to trade protection measures, closure of borders and
restriction of travel in case of a global pandemic, changes to taxation
policies, changes in regulation, import/export licencing requirements,
quotas or wage and price controls.
These risks are mitigated by diversication in markets, product groups, regions and client
portfolio.
The Company has spread its risk over various niche markets all over the world, making it less
vulnerable to decline in specic market segments and / or to geographical risks.
Although geographical economic recessions can have some effect, the risk of a
disproportionally adverse impact will be limited because of the indicated market diversication
and regional spread.
Managing growth Quality of the Company’s growth should always remain sustainable,
manageable and well under control. The Company may fail to meet
these standards by inefcient or inadequate controlled organisational
aspects, challenging economic market conditions or adverse global
events, i.e. pandemics.
The Company may fail to acquire other businesses as contemplated
by the growth strategy or may fail realise the expected benets from
such acquisitions.
The Company invests substantially in optimisation and digitisation of business processes and
compliance procedures, and in expansion of warehousing and storage facilities. The
diversication in markets, product groups, regions and client portfolio, makes the business less
cyclical and less vulnerable to changing market conditions. Furthermore, the Company is
continuously improving, digitising and controlling its processes in order to be able to adapt
quickly to changing circumstances.
Acquisitions are preceded by careful due diligence processes carried out by both internal and
external experts to ascertain that an acquisition will provide adequate nancial returns and will
contribute towards the Company’s synergy and integration demands.
The added-value and cash ow contributions of intangible assets is tested regularly.
Reputation The Company’s reputation and relationship with suppliers and
customers could be harmed by performance failures and incidents
occurred by internal or external parties in the supply chain, such as
fraud and corruption and cyber incidents.
These reputational risks could be resulting in a loss of sales or other
nancial impact caused by a harmed reputation.
The Company is focused on adding value to its partners’ businesses that provides long-term
mutual growth, which results in trustworthy relationships.
The focus on maintaining long term partnerships with customers and suppliers makes the
Company less vulnerable to reputational damage.
Also internal policies and guidelines regarding business agreements with new suppliers and
customers are applied through an extensive Know Your Relation (KYR) procedure.
Internal and external procedures and policies are in place to avoid incidents, such as fraud and
corruption and cyber incidents and adequate reporting channels are in place in case such
incidents occur.
92
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Financial statementsGovernance
Risk type Description Mitigation by
Operational
IT and cybersecurity The Company relies signicantly on the integrity, reliability and
efciency of IT systems and on the services of its third-party IT and
payment service providers. Inability to nd qualied service providers
or the failure of service providers to perform their obligations could
have a material adverse effect on the business, nancial condition
and results of operations.
With increased digitisation of company processes and business
model and cyber criminals becoming increasingly active and
sophisticated, the Company considers cybercrime to be a signicant
IT threat.
The Company has established partnerships with carefully selected IT providers that are
acquainted with our business activities and associated needs, and pro-actively implement and
continuously optimise the IT systems.
The Company maintains a wide range of security measures including access and authorisation
controls and back-up and recovery procedures. Compliance with these policies is monitored
and controlled.
Additionally, the IT systems and procedures are checked regularly by external experts while
potential cyber-attacks on the Company’s systems are externally monitored and internally
mitigated by various protective and detective measures. Cyber specialists are also assigned to
further develop the security policies and controls.
Dependency on key staff The Company relies signicantly on the skills and experience of the
managerial staff as well as technical, sourcing and sales personnel. A
loss of any key individuals or the failure to recruit suitable managers
and other key staff, both for expanding operations and for replacing
people who leave the Company, could result in an inability to meet
customer demand resulting in a loss of customers.
This risk is mitigated by recruiting employees to cover both business growth and uctuations in
employee composition.
In order to attract and retain staff, the Company offers a balanced remuneration package,
development programs and a stimulating workplace offering attractive career opportunities.
Inventory risk The Company holds sizeable inventory levels with a certain volatility
throughout the year. The Company may be unable to manage our
inventory successfully resulting in additional tied up capital, eroding
margins or unavailability of goods.
The Company closely monitors inventory through dedicated inventory management
departments which are divided into product categories.
Critical stress tests are regularly carried out on the theoretical nancial boundaries of inventory
positions versus equity, covenants and nancing. The nancial boundaries itself are
continuously assessed to safeguard the Company’s ability to quickly respond to changing
market circumstances, like for instance COVID-19.
93
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Financial statementsGovernance
Risk type Description Mitigation by
Compliance
Non-compliance with laws
and regulations
The Company is subject to various laws and regulations in the
jurisdictions in which it operates. Changing laws might interfere with
the Company’s competitive advantage resulting in a loss of business.
Litigation or investigations involving the Company, including those
related to the infringement of intellectual property rights of third
parties, could result in material settlements, nes, penalties or
reputational damage.
The business is subject to anti-money laundering, sanctions and
anti-bribery laws and regulation and related compliance costs and
third-party risks. Breaching these laws and regulations might result in
the loss of contracts in our government and defence distribution
operations.
Business partners are selected carefully and are only accepted after extensive screening that
ensures that the Company’s supply chain is transparent, not in breach with any regulations and
that the Company is not infringing any intellectual property or trademarks. If deemed
necessary, the Company relies on the services of local professional experts for designated
compliance areas. Compliance is overseen by the both the Executive Board as well as the
Legal department.
Strict internal policies and guidelines regarding business agreements with new suppliers and
customers are applied through an extensive Know Your Relation (KYR) procedure. In order to
avoid corruption, bribery, fraud and other unethical behaviour, the new relations and their
Ultimate Beneciary Owner(s) are checked with the OFAC and the EU Sanctions list.
Customs and
certications
The Company has its own warehouses for storing both bonded and
duty exempt goods, which requires extensive licensing and
certication as an Authorised Economic Operator (AEO) by the
customs authorities. Loss of any of the authorisations or certications
could impact the Company’s ability to operate its business, full our
obligations towards customers or attract new customers. This may
result in a loss of turnover or not realising the growth ambition.
Also non-compliance with customs and excise laws and regulations
may lead to nes and penalties.
In order to mitigate the risks from customs activities, the Company has its own expanding
customs departments staffed by well-trained experts who are in close contact with customs
authorities, which is overseen by the Company Tax Department. Staff follows on-going training
courses to keep up to date with customs legislation and related developments.
The Company is insured against the risks related to its customs activities and adequate
customs guarantees have been issued for its activities. The nancial consequences of customs
related calamities are, therefore, covered as far as possible.
Each year, the processes related to our AEO status are audited internally and periodically
audited externally. The Company follows strict policies and performs crosschecks on
compliance.
94
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Financial statementsGovernance
Risk type Description Mitigation by
Climate change &
sustainability regulations
The international activities of the Company are exposed to risks of
non-compliance with climate change & sustainability regulations,
resulting from governmental ambitions in the parts of the world we
are doing business.
Relevant laws and regulations include, but are not limited to,
European Green Deal, Non-Financial Reporting Directive (NFRD),
Corporate Sustainability Reporting Directive (CSRD), EU Taxonomy.
While these risks are primarily compliance risks, these risks can also
materialise as strategic, operational and nancial risks, e.g. loss of
clients and revenue and loss of competitive advantage.
Climate Change & sustainability compliance are overseen by the Executive Board, with the
assistance of a QHSE manager and in 2021 assigned sustainability manager.
Policies and commitments are in the process of being redened and further developed to
incorporate regulatory requirements, focussing on key material matters. In addition, KPI’s and a
key control framework will be set up as part of the sustainability strategy 2022 exercise.
Further reference is made to “Sustainable operations” in the results section of this report
Financial
Currency risks The Company is exposed to currency exchange rate risk in the
conduct of our business. Inadequate monitoring of our positions might
lead to exchange rate losses.
The Company deals with risks from transactions in non-Euro currencies by matching incoming
and outgoing cash ows as closely as possible in the same currency.
Extraordinary currency positions and risks are dealt with at corporate level by a dedicated
treasury department, which uses hedging instruments when appropriate and on a case-by-
case basis to mitigate currency transaction risks.
Derivative transactions are subject to continuous risk management procedures. Derivative
nancial contracts are only entered into with banks that have a good credit rating.
Credit risks Delayed payment or failure to pay by our customers could have an
adverse effect on our business resulting in the Company not being
able to grow at the desired rate.
The Company applies strict internal policies and guidelines regarding credit risk management.
All transactions must be secured, either by credit insurance, payment up front or by a secured
payment instrument (guarantee or letter of credit). A centralised credit control department is in
place to mitigate credit risks and to monitor compliance with internal credit management
policies.
95
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Financial statementsGovernance
Risk type Description Mitigation by
Liquidity & Working
Capital
Any inability to raise capital or to continue the existing nance
arrangements could have a material adverse effect on the business,
nancial condition and results of operations.
The Company’s activities are mainly nanced on the basis of medium and short-term credit
facilities.
After the renancing of the Company, which took place in December 2021 (reference is made
to Note 23 of the nancial report), the Company has adequate nancing available to secure the
nancing for the future growth ambitions of the Company.
Both short and long-term nancing arrangements are discussed and negotiated exclusively at
Company level by the Executive Board.
The internal reporting allows for closely monitoring of the operating segments on protability
and compliance with the credit agreements. This also ensures that the companies within the
Company are in a position to generate sufcient cash ows for upward dividend streams.
For more details about nancial risk management see Note 31 in the consolidated
nancial statements. These notes are considered to be part of this report.
Internal Audit
Throughout the year, certain selected aspects of the execution, follow up and quality of
the design and effectiveness of controls are reviewed by the Company’s internal audit
function. Priorities for internal audit are dened in dialogue with both the Executive Board
and the Audit and Risk Committee of the Supervisory Board. The internal audit function
has direct access to both the Executive Board and the Audit and Risk Committee and
presents the results of the internal audit activities during the quarterly meetings of the
Audit and Risk Committee.
In addition to these reviews, sensitivity analyses are conducted on various scenarios to
identify focus areas for uncertainty reduction. These scenarios include the effect of rapid
changes in market conditions, changes in gross margin, increases of interest rate and
currency uctuations.
Specic risk-mitigating actions in 2021
In the period under review specic control measures were taken on the following
aspects:
Control Framework
In 2021, the internal control framework has been further developed and improved based
on a reassessment of the (fraud) risk assessment. Improvements have been made in the
accounting, period-closing and controlling processes, which have been optimised and
harmonised based on the newly introduced reporting structure in April 2021. In addition
we have increased the efciency and effectivity of review activities and monitoring
controls performed by both management and the internal audit department. These
review activities and monitoring controls relate amongst others to compliance with
trademark and customs laws and regulations, related party transaction and IT-controls.
“ In 2021 we enhanced
security controls to
mitigate cyber
security risks.”
96
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Financial statementsGovernance
ERP migrations
To support the enhancements of review activities and monitoring controls as set out
above, we proceeded with the migration of the remaining entities that used to work with
legacy systems in to the Company’s inhouse developed and maintained ERP system BiT.
Amongst others all entities from the Health segment and the main part of the companies
in Dubai and Spain have been migrated to BiT. Also several migrations took place,
to align the BIT environment with the newly introduced segment structure. The Internal
Audit department reviewed all migrations to ensure accurate and complete conversion of
critical data as well as proper segregation of duties within the new BiT environment.
In 2022 this migration process will be continued for both existing as well as – when
relevant - newly acquired companies.
IT & Cyber security
In 2021 we have further enhanced our security controls in order to mitigate risks related
to cyber security. These controls consist of both preventive as well as detective controls.
An independent party (‘ethical hacker’) executed penetration tests on our network and
e-commerce applications. Based on both the reported observations and the already
existing internal agenda, the physical security has been improved by amongst others
harmonization of security policies, further segmentation of the network and tightening of
the external monitoring services. Next to that, the Company continued its cybersecurity
awareness program amongst employees in order to ensure that everyone remains alert
on possible threats.
Specic internal control activities planned for 2022
In 2022, the Company will proceed with the ongoing process of optimising and
harmonising internal controls and procedures and the monitoring thereon by both
Executive Board and the Internal Audit department. Main focus areas are related to
controls within the inventory and sales processes, foreign and standalone entities,
compliance with laws and regulations, IT and cyber security and the execution of a
climate and sustainability risk assessment. All of this is aligned with and in support of the
Company’s strategic goals.
97
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Financial statementsGovernance
Share information
B&S Group S.A. shares have been listed on Euronext Amsterdam since
March 23, 2018 and have been included in the Smallcap Index (AScX) since
June 19, 2018. The issued share capital as at December 31, 2021 amounts to
€ 5,050,639.26. This is divided into 84,177,321 issued Ordinary Shares each with a
nominal value of € 0.06.
KEY SHARE INFORMATION
ISIN LU1789205884
Euronext ticker BSGR
Number of shares outstanding 84,177,321
Free oat 31.0%
KEY FIGURES PER SHARE
EPS € 0.46
Dividend yield
1
2.5%
Highest price € 9.58
Lowest price € 6.45
Year-end share price € 7.10
Dividend policy
Barring exceptional circumstances, B&S aims to distribute a dividend of between
40-60% of annual results attributable to the owners of the Company, starting at the lower
end of the target range. We envisage increasing dividends per share over time within the
set target range.
The current dividend policy is to pay out annually, in the second quarter of the following
year, following shareholder approval of the full-year nancial statements.
Dividend proposal 2021
At the Annual General Meeting to be held on May 17, 2022, B&S Group will propose the
payment of € 0.18 per share, in cash (subject to withholding tax if applicable).
This translates into a pay-out ratio of 40% of the annual results attributable to the owners
of the Company.
Notication of capital interests
On December 31, 2021, the following major shareholders with a substantial participating
interest (>5%) are known by based on a former notication by them in accordance with
the Transparency Law
2
.
Sarabel Invest S.à r.l 67.26%
Mondrian Investment Partners Ltd 5.18%
JNE Partners LLP 5.17%
2
Law of 11 January 2008 on transparency requirements in relation to information about issuers whose securities
are admitted to trading on a regulated market.
1
The proposal to distribute divided payment over 2021 shall be submitted to the General Meeting of
Shareholders on May 17, 2022.
98
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Financial statementsGovernance
FINANCIAL CALENDAR
Q1 2022 trading update May 16, 2022
Annual General Meeting May 17, 2022
HY 2022 results August 22, 2022
Q3 2022 trading update November 7, 2022
Investor relations policy
B&S provides shareholders and other parties in the nancial markets with information on
matters that may inuence the Company’s share price via an annual report and an
interim report, Q1 and Q3 trading updates and press releases. These documents are
published on the B&S corporate website and submitted to the AFM (the Netherlands)
and CSSF (Luxembourg).
B&S has a compliance ofcer who monitors and enforces strict compliance with any and
all relevant laws and regulations. Together with the Executive Board and the Disclosure
Committee, the compliance ofcer assesses whether and when information is price-
sensitive and whether a disclosure obligation applies to said information. These
regulations apply to both the Supervisory Board and the Executive Board, but also to the
management layer below the Executive Board and all head ofce staff who come into
contact with price-sensitive information.
Investor contact
B&S communicates with its investors and analysts throughout the year via meetings
such as AGMs, roadshows, organised site visits and broker conferences. The Company
holds regular investor calls and meetings to provide the investment community with a
well-balanced and complete picture of the performance, opportunities and challenges
the Company faces, while taking into account insider trading and the equal treatment of
shareholders.
General meeting
General Meetings of Shareholders are convened in accordance with the provisions of the
Luxembourg law of May 24, 2011 on the exercise of certain rights of shareholders in
general meetings of listed companies and the Articles of Association. The General
Meeting of Shareholders will be held on May 17, 2022 in Luxembourg (provided the
absence of travel restrictions due to Covid-19). Contacts with the capital markets are
dealt with by the members of the Executive Board and the Investor Relations Manager.
Independent analyst reports
The following analysts covered B&S in the course of 2021:
ABN - ODDO BHF Robert Jan Vos
ING Tijs Hollestelle
Kepler Cheuvreux Patrick Roquas
99
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Financial statementsGovernance
Statement of the Executive Board
The Executive Board has made a systematic assessment of the effectiveness of the
design and operation of the internal control and risk management systems. On the basis
of this assessment and in accordance with best practice 1.4.3 of the Dutch Corporate
Governance Code of December 2016, article 68ter of the Luxembourg RCS Law
1
and
article 3 of the Luxembourg Transparency Law
2
, the aforementioned assessment and the
current state of affairs, to the best of its knowledge and belief, the Executive Board
conrms that:
the internal risk management and control systems of the Company provide
reasonable assurance that nancial reporting does not contain any material
inaccuracies;
there have been no material failings in the effectiveness of the internal risk
management and control systems of the Company;
there are no material risks or uncertainties that could reasonably be expected to have
a material adverse effect on the continuity of the Company’s operations in the coming
twelve months after drawing up the report, and;
drawing up the nancial reporting on a going concern basis is justied based on the
current state of affairs.
It should be noted that the above does not imply that these systems and procedures
provide absolute assurance as to the realisation of operational and strategic business
objectives, or that they can prevent all misstatements, inaccuracies, errors, fraud and
non-compliances with legislation, rules and regulations. Nor can they provide certainty
that we will achieve our objectives.
In view of all of the above, the Executive Board declares that, to the best of its knowledge
and belief, the nancial statements presented in this annual report and prepared in
accordance with IFRS standards as adopted by the European Union, give a true and fair
view of the assets, liabilities, nancial position and prot or loss of the Company and of
the undertakings audited in the consolidation taken as a whole; and that the
management report includes a fair review of the position at the balance sheet date and
the development and performance of the business during the nancial year and of the
undertakings audited in the consolidation taken as a whole, together with a description of
the principal risks and uncertainties that the Company faces.
Mensdorf, G.D. Luxembourg, February 28, 2022
Executive Board
Tako de Haan, CEO
Peter Kruithof, CFO
Bas Schreuders, Senior Counsel
Niels Groen, Managing Director
1
Law of 19 December 2002 on the register of commerce and companies and the accounting and annual
accounts of undertakings, as amended.
2
Law of 11 January 2008 on transparency requirements in relation to information about issuers whose securities
are admitted to trading on a regulated market, as amended.
“ E-commerce development and
sustainable, protable online
growth were important topics
for the Supervisory Board.”
Jan Arie van Barneveld
100
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Financial statementsGovernance
Message from the chairman
2021 was undoubtedly a transformational year for B&S as the rst year of the
implementation of its 2021 – 2023 strategy. It was also a year marked by the ongoing
challenges and uncertainties driven by the pandemic. Yet through resilience,
entrepreneurship and adaptability of the B&S workforce around the globe, the Company
improved its protability and delivered on virtually all nancial targets.
As the tech-oriented direction of B&S began to take solid form, e-commerce
development and sustainable, protable online growth were important topics for the
Supervisory Board (SB). We looked specically into protability of the different business
models and relevant parameters to track performance. The SB notes that the technology
backbone (B&S Nnity) made a promising start, and see it as a catalyst for furthering the
digital transformation of B&S. I am positive that 2022 will be a signicant year in this
transformation as the appetite for digital supply chains that provide easy access and
smart delivery is enormous around the globe.
The Supervisory Board would like to thank the Executive Board and also the Leadership
team for their entrepreneurial approach to the challenges provided by the pandemic as
well as the centralised approach that has been embraced unanimously. I would also like
to thank my colleagues in the Supervisory Board for the smooth collaboration especially
considering accelerated use of the online meeting environment during the pandemic.
Jan Arie van Barneveld
Chairman
Supervisory Board report
Main topics
In exercising its tasks in 2021, the Supervisory Board (SB), after consultation with the
Executive Board (EB) and members of the Leadership team identied a number of topics
which would be SB priorities for the year.
At its request, the Supervisory Board was more closely involved in the 2021 – 2023
strategic plan and progress made than in previous instances. After the strategy kickoff
session in January 2021, the SB received regular status updates and discussed how the
strategy and business model can further simplify operations and enhance synergies
between the segments and business units globally. We also stressed the importance of
adhering to the “Business in the lead” principle for maintaining local strength and
business ownership to act on opportunities quickly. Throughout the year, possible
implementation risks were discussed and the SB emphasized the need for clarity about
responsibilities, a robust implementation program, strong leadership and role modelling
from the top. The SB is optimistic about the outcome so far and is condent that the 2021
– 2023 strategy enables further growth in 2022 and beyond.
As part of the strategic plan, the SB was consulted on the composition of a Leadership
team to support the Executive Board in day-to-day decision making and further the
clarication of responsibilities. Over the course of 2021, Managing Directors for the newly
introduced operating segment were ofcially appointed after consultation with the SB.
On August 2, 2021 the Leadership team was extended with the appointment of Arben
Hajrullahu as Chief Commercial Ofcer (CCO) to lead the development and execution of
the Company’s commercial strategy.
Regarding digitisation, we continued to discuss the IT project approach in each
scheduled meeting with the Executive Board. By sharing suggestions and expertise in
this eld the SB contributes to further improvement of the Digital First approach of the
Company. Topics discussed include the centralised project approach with PMO for
streamlined execution, increased project delivery and quality. Also, harmonisation of data
for company wide use, the role of data science across the board and the development of
the overarching e-com platform - delivered end 2021 as B&S Nnity – were frequent
topics on the agenda.
The SB received regular updates on the progress in centralisation of operations to
reduce costs and effective utilisation of centralised corporate support functions and
shared services centers. In extension, recurrent attention was paid to safeguarding the
healthy nancial position of the company during the ongoing market unpredictability on
the back of the pandemic. Priority was discussion to keep inventory management (and
thus working capital management) priority for P&L responsible Managing Directors and
embed it as a structural part of their responsibility. In addition, cash collection initiatives
have been part of our discussions with the EB, including how to make DSO (days sales
outstanding) a priority with the assigned Managing Directors and commercial staff of the
six operating segments. The SB and EB are pleased with the progress made yet still see
further potential for improvement in 2022.
Another key matter in multiple SB meetings was the centralised renancing proposal
presented by the EB to t growth ambitions of the Company for the medium term. Both
the proposed nancing structure and implementation timelines were discussed and
subsequently approved by the SB.
Lastly, the SB was pleased to see B&S accelerate its efforts in 2021 to embed
sustainability practices in its own business operations as well as develop a roadmap for
companywide strategic sustainability objectives to be implemented from 2022 onwards.
The SB received regular updates on progress and is keen to see further steps executed
in 2022.
Meetings
In 2021 the SB meetings were held via videoconference, as permitted by the laws on
measures concerning the holding of meetings in companies and other legal persons due
to Covid-19.
101
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Financial statementsGovernance
In 2021, the Chairman met with the Executive Board on multiple occasions, both
pre-scheduled in preparation for meetings between the Supervisory Board and the
Executive Board, as well as in impromptu meetings / conference calls. The full
Supervisory Board in its current form met ve times in the presence of the Executive
Board.
Functioning of the Supervisory Board and Executive Board
We performed an annual assessment of the performance of the Supervisory Board and
Executive Board that addressed various aspects of the performance of itself,
the committees and individual members. The overall conclusion is that both Boards
individually work well, with mutual respect and transparency. Also, the relationship
between the Supervisory Board and the Executive Board and the Leadership team is
very open and the level of information sharing is good. The committees operate as
required, and the members in these committees complement each other in the areas of
knowledge, experience and personalities.
Some points of attention were formulated under which maintaining regular conversations
with the Leadership team, as well as with Directors of corporate support functions to
provide functional updates on key projects progress relevant to company strategy.
Composition of the Boards
In the composition of the Boards, the Group strives for sufcient complementarity,
pluralism and diversity with regard to age, gender and background. The main aim is to
create a diverse mix of knowledge, skills, expertise and personal characters. At the same
time, the knowledge the Company requires in its key markets is still a key appointment
criterium. The composition of the Supervisory Board is such that its members are able to
provide the Executive Board with optimum support in any particular eld of interest. Each
member of the Supervisory Board has his or her own eld of expertise, including
expertise in retail markets, international trade, IT and online consumer behaviour, general
management, nance and law. For the current composition of the Executive Board and
the Supervisory Board and its committees, please refer to page 78 – 81 of this report.
Committees
The Supervisory Board has installed two committees, an Audit and Risk Committee and
a Selection, Appointment and Remuneration Committee. These committees are also
subject to the regulations that are available on the corporate website. The task of these
committees is to support and assist the Supervisory Board in the performance of its
designated tasks and to prepare the ground for the Supervisory Board’s supervision of
the Executive Board. The Supervisory Board as a whole remains responsible for how it
exercises its tasks, including the preparatory activities carried out by the Audit and Risk
Committee (ARC) and the Selection, Appointment and Remuneration Committee
(SARCO).
Independence of the Supervisory Board members / Corporate
governance
The Supervisory Board meets the requirements of the Dutch Corporate Governance
Code with regards to independence of the Chairman. Three out of ve members of the
Supervisory Board do not qualify as independent members of the Supervisory Board
within the meaning of the Code, it concerns Mr Cornelisse, Mr W. Blijdorp and Mr L.
Blijdorp. Under the chapter Governance in this report, the governance structure of the
Company as well as the deviations from the Dutch Corporate Governance Code – as
these are underwritten by the Company - are described in more detail.
102
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Financial statementsGovernance
103
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Financial statementsGovernance
Leendert Blijdorp (Chair) and Jan Arie van Barneveld (member).
Audit and Risk Committee Report
The Audit and Risk Committee (ARC) is responsible for interactions and meetings with
the external auditor as well as establishing the procedure for the selection of the external
auditor. It holds responsibility for recommendations to the Supervisory Board of an
external auditor for nomination for appointment and its compensation, or dismissal by the
General Meeting. In addition, the ARC assists the Supervisory Board in making
recommendations to the General Meeting for the retention, oversight and termination of
the external auditor. It also interacts with several nancial and internal audit executives
and assists in assessing and mitigating the business and nancial risks of the Group.
The members of the ARC are Mr Leendert Blijdorp (chairman) and Mr Van Barneveld.
Meetings
In 2021, the ARC had four regular scheduled meetings. Except for one occasion where
the Finance Director was absent, all regular scheduled meetings were attended by the
Group CFO, the Finance Director and the Director Internal Audit.
The ARC convened several additional meetings with the Executive Board and/or support
teams, and with the CFO individually to address specic risk developments and actions
taken to mitigate these. Specic focus areas during these meetings were related to the
quality of nancial reporting and closing procedures, IT and Cyber Security, fraud
prevention systems and control, compliance with its policy and legislative requirements
and the impact of Covid-19 and other business developments. The Chairman of the
Committee also had regular meetings with the Director Internal Audit and external
auditor, to provide additional opportunity for open dialogue and feedback.
Audit and Risk Committee Report
It is customary that the ARC shares its main discussion points and ndings and the
minutes of these meetings in the Supervisory Board meeting following the ARC meeting.
During these meetings, the Company’s results as well as the annual and semi-annual
reports were discussed. The Audit Committee in particular paid attention to the more
technical reporting aspects, and the reporting on Covid-19 developments.
Financial statements
The FY2021 nancial statements were prepared by the Executive Board, and the
external auditor subsequently issued an auditor’s report on said nancial statements.
This report is included in the independent auditor’s report. In its February 2022 meeting,
the ARC discussed the nancial statements in detail with the Executive Board and the
Supervisory Board and discussed the audit of the nancial statements with the external
auditor.
Risk management and control framework
The main points of discussion throughout the year were the internal control framework
and the execution of the 2021 internal audit calendar, with special attention to the
harmonisation of month-end closing procedures and migration of BiT systems.
In each scheduled meeting, the Director Internal Audit presented main internal audit
ndings, and progress made with regard to the annual internal audit plan was discussed.
During the ARC meeting in February 2021, the harmonisation of the ERP systems and
related IT-controls were discussed. Also the Director Internal Audit presented the audit
report on the effectiveness of credit control procedures and the audit report regarding
controls within the purchasing process.
104
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Financial statementsGovernance
In the May meeting, the improved related party transaction procedures were discussed
and subsequently approved by the SB. Apart from that, the ARC discussed the
developments regarding IT and cyber security.
In the August meeting the Director Internal Audit presented the audit plan for the second
half year of 2021, focussing on compliance with laws and regulations, the quality of
nancial reporting and month-end closing procedures and controls within the ERP
system.
During the November meeting a few specic reports and position papers from the
Director Internal Audit were discussed, mainly focussing on month-end closing
procedures, compliance with trademark laws and regulations and cyber security.
External auditor
Throughout the year the ARC discussed and assessed progress with external auditor
Deloitte on their key audit ndings. As is customary, the ARC also evaluated the
performance of the external Auditor Deloitte. During the August meeting, the half year
report was discussed as well as the external audit plan for 2021, which was approved.
Also, in the November 2021 meeting, the management letter from the external auditor
was discussed.
Financing
Throughout the year, substantial attention was devoted to the nancing of the Company.
The Executive Board kept in close contact with all its relationship banks and shared all
relevant updates with the ARC accordingly. In 2020 a covenant holiday was granted by
all banks for three test periods until HY 2021.
In 2021 regular meetings between the ARC and Executive Board also took place
regarding the re-nancing of the company. Reference is made to Note 23 of the nancial
statements.
FY2021 nancial statements and dividend
The Supervisory Board has approved the FY2021 nancial statements and recommends
that the Annual General Meeting to be held on May 17, 2022 adopts these nancial
statements. The Supervisory Board also recommends that the Annual General Meeting
discharges the members of the Executive Board for their management of the company
and the members of the Supervisory Board for their supervision of said management for
the nancial year 2021.
The distribution of dividend over 2021 was topic of discussion in the Supervisory Board
meeting of February 25, 2022. At the Annual General Meeting to be held on May 17,
2022, B&S will propose the payment of € 0.18 per share, in cash (subject to withholding
tax if applicable). This translates into a pay-out ratio of 40% of the annual results
attributable to the owners of the Company.
“ The Covid-19 pandemic
challenges in 2021 lasted longer
than initially expected.The
Supervisory Board recognised
these challenges and weighed
them at the assessment of the
Executive Board performance.
We believe the Executive Board
made clear progress in executing
on the new strategy, making use
of changing business dynamics
to increase protability.”
Kitty Koelemeijer,
Chair of the Selection, Appointment and
Remuneration Committee
105
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Financial statementsGovernance
Remuneration report
The remuneration of the members of the Executive Board is determined by the
Supervisory Board in accordance with the remuneration policy, as approved by the
General Meeting of Shareholders; with exception of below mentioned discretionary
adjustments. The General Meeting of Shareholders also approves the remuneration of
the members of the Supervisory Board. The Selection, Appointment and Remuneration
Committee (SARCO) advises the Supervisory Board regarding selection, appointment
and remuneration matters of Board members, senior management and/or other
personnel. Members of the SARCO are Ms. K. Koelemeijer (Chair), Mr. J. van Barneveld
and Mr. W. Blijdorp. This report outlines the remuneration policy for the Executive Board
and the Supervisory Board as applied in 2021.
Executive Board remuneration policy
The remuneration of the members of the Executive Board is the responsibility of the
Supervisory Board. The objective of the remuneration policy for members of the
Executive Board is to provide a remuneration structure that will allow the company to
attract, reward and retain highly qualied members of the Executive Board and provide
and motivate them with a balanced and competitive remuneration that is focused on
sustainable results aligned with the long-term strategy of the company.
The remuneration policy follows best practice provision 3.1.2 of the Dutch Corporate
Governance Code. The pay ratios within the Group are taken into consideration.
The Supervisory Board believes that the remuneration policy expedites the short-term
operational performance and the objectives for the strategy for long-term value creation
within the meaning of best practice provision 1.1.1 of the Dutch Corporate Governance
Code. Furthermore, the Supervisory Board believes that the value of the remuneration
for the members of the Executive Board for 2021 also contributes to the aforementioned
objectives and meets the remuneration policy. All substantial future changes to the
106
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Financial statementsGovernance
remuneration policy will be submitted to the General Meeting of Shareholders for their
advisory vote.
Remuneration policy review
The remuneration policy was last approved by the General Meeting of Shareholders on
May 18, 2021, and involved changes with regards to the following aspects:
‘Share Appreciation Rights’ were added as a long-term variable remuneration
component for eligible Executive Board members
The conditional award of variable remuneration and a claw back arrangement have
been added to stimulate fair long-term commitment and value creation.
As a result of the review, the current Remuneration Policy stimulates decision-making by
the aforementioned Board Members that serves long-term sustainable growth in a
long-term incentivised manner. Additionally, the conditional award of variable
remuneration and a claw back arrangement contribute to a fair and reasonable way of
remuneration payment.
Employment contracts
The effective dates of employment contract for members of the Executive Board and
their contract term are shown in the table below.
Effective dates of employment contracts of the Executive Board members and
their contract term
Name Effective date contract Contract term
Mr. de Haan
1
August 11, 2020 4 years
Mr. Kruithof
2
May 19, 2020 4 years
Mr. Schreuders
3
May 19, 2020 4 years
Mr. Groen
4
May 19, 2020 4 years
1
Mr. de Haan was appointed to the Board on August 11, 2020.
2
Mr. Kruithof was appointed to the Board on May 19, 2020.
3
Mr Schreuders was reappointed to the Board on May 19, 2020.
4
Mr Groen was reappointed to the Board on May 19, 2020.
The terms of the agreements with the Executive Board members are in line with B&S’s
remuneration policy.
Remuneration structure
The remuneration structure for the Executive Board focuses on achievement of both
short-term results and long-term value creation by pursuing growth opportunities through
B&S’s capabilities as a tech company in the consumer goods industry with a very strong
global network.
The total remuneration and the remuneration components are based on the going rates
of what the Supervisory Board considers to be in line with international trade and
distribution services market and globally benchmarked against companies which are
similar to B&S in terms of scale and complexity.
107
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Financial statementsGovernance
Before the level of remuneration of individual board members is determined, scenario
analyses with regards to the variable remuneration components are conducted to
determine their consequences on the level of remuneration of these Board members.
The level and structure of the remuneration takes into account the previously described
scenario analyses and the pay differentials within the company as well as nancial and
non-nancial indicators relevant to the long-term objectives of the company.
Remuneration components
The members of the Executive Board express their views of their remuneration packages
with the SARCO at least once a year. The SARCO includes all feedback when evaluating
the Remuneration Policy. The remuneration package for members of the Executive
Board, following the adoption of the remuneration policy, consists of the following
components:
Fixed Compensation
The annual base pay salary of the members of the Executive Board was set by the
Supervisory Board, taking into account a variety of factors such as level of responsibility,
experience, scarcity of talent, scale and complexity of the Company. The aggregate
annual base pay in 2021 for the members of the Executive Board was € 1,132,000.
Fringe benets could include a company car. These benets complement the competitive
remuneration package for our Executive Board.
Pension could be included in the salary of a member of the Executive Board.
Termination arrangements / Severance payments
The management service agreements with members of the Executive Board contain
termination arrangements. The management service agreement with the current CEO
and CFO contains a severance payment equal to twelve months xed salary. Payment is
only provided in the event of termination on the day after which the Annual General
Meeting is held in the year the current term expires, or by notice for termination given by
the Company before that date, other than as a result of seriously culpable or negligent
behaviour or after two years of illness. In all other cases of termination, e.g. in the event
of termination at the CEO or CFO’s initiative, the CEO or CFO shall not be entitled to the
severance payment.
Management service agreements for other current members of the Executive Board
require payment of statutory severance payment.
Performance Incentive (PI)
The PI is an annual cash bonus that is applicable to the CEO and CFO of the Company
and the Managing Director (MD) of our Dubai operations. The objective of the variable
remuneration is to ensure that these members of the Executive Board are well
incentivised to achieve their performance targets.
Performance criteria and targets that underlie the PI, are set yearly by the Supervisory
Board based on the strategy aspirations and annual business plans and reviewed
annually. The performance targets are challenging, yet realistic and measure the
success of the execution of the strategy of B&S. The performance targets that have been
agreed, contribute to long-term value creation and the PI is linked to measurable
performance criteria.
108
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Financial statementsGovernance
The nal assessment of the performance, based on the audited nancial results at the
end of the scal year, is done by the SARCO and proposed for decision making by the
Supervisory Board. In preparation for that nal assessment, the Supervisory Board
members review the nal outcomes as reported by the SARCO and the Audit and Risk
Committee, to ensure complete alignment on performance by both committees.
Criteria CEO CFO MD
*
Financial performance targets
1 Prot before tax
2 Good working capital
management
Non-nancial performance
targets
3 Successful execution of
Company strategy
4 Quality of information,
administrative organisation and
internal control
*
Criteria for MD are related to the business operations in Dubai.
For 2021, the Supervisory Board determined the PI criteria as presented above.
The nancial performance targets (1 and 2) contribute to the Company’s overall focus on
longterm value creation by pursuing sustainable and protable growth.
The non-nancial performance target related to strategy (3), should contribute to the
Company’s goal of expansion of its role as value adding distribution partner whilst
creating sustainable and protable growth. This performance target supports overall
focus on long-term value creation.
The non-nancial performance target related to the quality of information, administrative
organisation and internal control (4), supports investor communication and expectations,
for the benet of our relations with the investor community. Furthermore, a sound
administrative organisation and good internal controls contribute to long-term value
creation.
The Supervisory Board will determine suitable weightings per year, aligned with the
strategic objectives. Financial measures will usually have a weighting of 40% and
non-nancial measures will usually weigh 60%. The Supervisory Board evaluates the
performance of the Executive Board at least once a year, in which they assess to which
extent the performance criteria have been met. The total annual performance cash
incentive shall not exceed 50% of their xed fee for CEO and CFO or 50% of the MD’s
directors fee.
109
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Financial statementsGovernance
Share Appreciation Rights (SAR)
In 2021, SAR’s over the nancial year of 2020 were granted. The Board members may
exercise these SAR’s based upon the LTI SAR rules stated in the Remuneration Policy of
May 2020. On February 22, 2021 the Supervisory Board granted 125,000 SARs to the
CEO and 20,000 SARs to the CFO, which was approved by the Annual General Meeting
of 2021. The exercise price is set at € 7.34. The vesting date for SARs will be three years
(up until February 22, 2024). Options can be exercised during three years after vesting
(from February 22, 2024 to February 22, 2027). The SARs and the application of a
vesting period encourages commitment to the Company and long-term sustainability of
the business, the strategy and interests of the Company and its stakeholders. The SAR
scheme is approved by the Annual General Meeting of 2021. For the year 2021 no SARs
are granted.
2020 Total
T. de Haan 125,000 125,000
P. Kruithof 20,000 20,000
B.L.M. Schreuders - -
N .G. P. G r oen - -
Range of exercise prices in € 7.34
Pension contribution
For the CEO and CFO of the Executive Board, no pension contribution plan is in place.
For the other members of the Executive Board, the dened contribution pension expense
is included in the table ‘Overview remuneration Executive Board 2021’.
Discretionary adjustments for granting PI over 2021
Following the longer than anticipated effects of the Covid-19 pandemic, in line with 2020
the Supervisory Board made use of its right to perform discretionary adjustments for the
nancial year 2021 with regards to granting annual cash bonus for the CEO and the
CFO. The annual cash bonus for 2021 for the CEO and CFO was subject to approval of
the Supervisory Board in its meeting of January 30, 2022. Considering the discretionary
adjustments, pay-out for 2021 will be € 250,000 for the CEO and € 250,000 for the CFO.
The annual bonus for the MD (Dubai) is discretionary proposed at € 100,000. The clear
progress on the execution of the strategy has been the main driver of these adjustments.
Despite both the direct and the indirect ongoing impact of the pandemic, beyond previous
expectations, the nancial performance of the Group signicantly improved. The annual
cash bonus will be paid in 2022 after approval of the Annual Accounts 2021 by the
Annual General Meeting.
110
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Financial statementsGovernance
Overview remuneration Executive Board 2021
Remuneration of Executive Board members for 2021
1
€ x 1,000 Fixed Remuneration –
annual base pay
Severance payments PI – annual
cash bonus
plan
Pension
expense
Total remu-
neration
Proportion
of xed and
variable
remunera-
tion
Base salary Fees Fringe
benets
xed Variable
T. de Haan, CEO 500 - 31 - - 250 - 781 50%
P. Kruithof, CFO 320 - 18 - - 250 - 588 78%
B.L.M. Schreuders, Senior Counsel 148 - 25 - - - 11 183 0%
N.G.P. Groen, MD 165 - 28 - - 100 13 306 61%
1
including payments from undertakings belonging to the same group with the meaning of Article 1711-1 of the amended law of 19 August 1915.
Loans
The company has issued no loans or guarantees to members of the Executive Board.
Comparative information on remuneration and company performance
According to the Supervisory Board, the Executive Board remuneration is proportional
and acceptable compared to the company performance and the average remuneration
of employees on a full-time equivalent basis.
111
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Financial statementsGovernance
Comparative table over the remuneration and company performance over the last reported nancial years after the company’s listing (RFY)
Annual Change € x 1,000 Information
regarding the RFY
RF Y-1 RF Y-2 RFY-3
Remuneration
J.B. Meulman - 713 1,121 1,245
G. van Laar - 121 467 508
T. de Haan 781 634 - -
P. Kruithof 588 299 - -
B.L.M. Schreuders 183 160 159 131
N .G. P. G r oen 306 235 151 127
Company Performance
Financial metric: Prot before tax 71.7 51.2 77.5 90.8
Average remuneration on a full-time equivalent basis of employees
Employees of the group 63 62 58 58
Claw back
The remuneration policy of May 18, 2021 approved by the General Meeting of
Shareholders, added a claw back arrangement. The Supervisory Board has the authority
to claim back variable compensation that has been paid out, to the extent such payment
was based on incorrect information, including nancial statements concerning the
achievement of targets or the occurrence of circumstances that the bonus was
dependent on.
112
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Financial statementsGovernance
Conditionally awarded variable remuneration
The remuneration policy of May 18, 2021 approved by the General Meeting of
Shareholders, added an arrangement for conditional award of variable remuneration. If in
the opinion of the Supervisory Board, the termination of variable remuneration awarded
in a previous year would produce an unfair result due to extraordinary circumstances that
occurred during the period in which the predetermined performance criteria have been or
should have been achieved, the Supervisory Board has the power to adjust the value of
such variable remuneration that would have been payable, thereby applying principles of
reasonableness and fairness.
Supervisory Board remuneration
The Annual General Meeting of Shareholders determines the remuneration of the
Supervisory Board members, and it may be reviewed annually and thereafter proposed
to the Annual General Meeting of Shareholders. The remuneration of the members of the
Supervisory Board consists of xed annual fees for their role as Supervisory Board
member. In addition, the Chairman receives a xed annual fee for this role. The Group
does not grant variable remuneration to the members of the Supervisory Board.
Members of the Supervisory Board do not receive any performance or equity-related
compensation and do not accrue any pension rights with the company. The company
does not grant stock options, share appreciation rights or shares to the members of the
Supervisory Board.
As per December 31, 2021, the members of the Supervisory Board have no loans
outstanding with the Group.
Supervisory Board remuneration in 2021
The annual base pay for every Supervisory Board member was €50,000. After the
Annual General Meeting of Shareholders (AGM) of May, 2021, this base pay was
increased with €10,000, and put into effect from the AGM 2021 onwards.
The Chairman of the Supervisory Board received an additional annual fee of €5,000;
after the AGM of May, 2021, this additional fee was increased to €10,000, and put into
effect from the AGM 2021 onwards.
Supervisory Board remuneration 2021
Amount (in €)
Supervisory Board member
Jan Arie van Barneveld (Chairman) 64,000
Willem Blijdorp (Vice-chairman) 56,000
Coert Beerman (Until May 18, 2021) 22,500
Leendert Blijdorp (As of May 19, 2021) 37,233
Rob Cornelisse 56,000
Kitty Koelemeijer 56,000
Total 291,733
On behalf of the Supervisory Board
Jan Arie van Barneveld
Chairman
Read the story
113
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Financial statementsGovernance
business story
Delivered solutions: Distribution, Marketing, Brand Development
The ofcial launch
of Ukiyo Spirits in
Amsterdam
When you want to expand your spirits brand in multiple countries,
you need a strong partner who is able to cross borders and beyond.
So when Kirker Greer’s Ukiyo Spirits brand was looking for a partner
in Europe to introduce their Japanese Gin and Vodka, they found a
perfect match in B&S. As one of the leading brand building
distributors, we can build brands on European level and distribute
them to multiple territories.
Live
healthy
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Governance Financial statements
114
Financial statements
115
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Governance Financial statements
Consolidated statement of prot or loss 116
Consolidated statement of prot or loss and other
comprehensive income 117
Consolidated statement of nancial position 118
Consolidated statement of changes in equity 120
Consolidated statement of cash ows 122
Notes to the consolidated nancial statements 124
1 General 124
2 Adoption of new and revised International Financial Reporting
Standards (“IFRS”) 124
3 Signicantaccountingpolicies 125
4 Critical accounting judgements and key sources of uncertainty 137
5 Segment reporting 138
6 Turnover 140
7 Personnel costs 141
8 Other operating expenses 142
9 Financial expenses 142
10 Taxation on the result 142
11 Earnings per share 143
12 Goodwill 143
13 Other intangible assets 148
14 Property, plant and equipment 151
15 Investments in associates 154
16 Receivables 155
17 Deferred tax assets 155
18 Inventory 156
19 Trade receivables 156
20 Share capital 157
21 Reserves 158
22 Non-controlling interest 159
23 Loans and borrowings 160
24 Leases 162
25 Deferred tax liabilities 163
26 Retirementandotheremployeebenetobligations 163
27 Other provisions 165
28 Other liabilities 166
29 Other current liabilities 167
30 Contingent liabilities and contingent assets 168
31 Riskmanagementandnancialinstruments 168
32 Related party transactions 176
33 Acquisitions 177
34 Subsequent events 178
Other Information 179
Independent auditor’s report 180
List of subsidiaries 185
Contact 185
Contents
116
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Governance Financial statements
Consolidatedstatementofprotorloss
for the year ended December 31, 2021
x € 1,000 Note 2021 2020
CONTINUING OPERATIONS
Turnover 6 1,869,507 1,861,760
Purchase value 1,582,206 1,606,869
Grossprot 287,301 254,891
Personnel costs
7 117,610 115,749
Amortisation
13 11,626 12,709
Depreciation
14 7,629 9,157
Depreciation right-of-use assets
24 11,455 10,580
Impairment of non-current assets
12 10,193 -
Other operating expenses 8 53,327 48,823
Total operating expenses 211,840 197,018
Operating result 75,461 57,873
Financial expenses
9 (3,889 ) (7,004 )
Shareofprotofassociates 15 159 305
Result before taxation 71,731 51,174
Taxation on the result 10 (17,157 ) (10,536 )
Protfortheyearfromcontinuingoperations 54,574 40,638
Attributable to:
Owners of the Company 38,471 21,697
Non-controlling interests 16,103 18,941
Total 54,574 40,638
Earnings per share (basic / diluted)
From continuing operations in euros
11 0.46 0.26
Theaccompanyingnotesareanintegralpartoftheseconsolidatednancialstatements.
117
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Governance Financial statements
Consolidatedstatementofprotorlossandothercomprehensiveincome
for the year ended December 31, 2021
x € 1,000 2021 2020
Protfortheyearfromcontinuingoperations 54,574 40,638
Other comprehensive income
Itemsthatmaybereclassiedsubsequentlytoprotorloss
•
Foreign currency translation differences net of tax 8,344 (9,891 )
•
Effectiveportionofchangesinfairvalueofcashowhedgesnetoftax (1,112 ) 414
Other comprehensive income for the year net of tax 7,232 (9,477 )
Total comprehensive income for the year 61,806 31,161
Attributable to:
Owners of the Company 42,559 16,487
Non-controlling interests 19,247 14,674
Total 61,806 31,161
Theaccompanyingnotesareanintegralpartoftheseconsolidatednancialstatements.
118
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Governance Financial statements
Consolidatedstatementofnancialposition
at December 31, 2021
x € 1,000 Note 31.12.2021 31.12.2020
Non-current assets
Goodwill
12 65,092 62,337
Other intangible assets
13 54,061 60,258
Property, plant and equipment
14 38,078 37,327
Right-of-use assets
24 60,680 66,075
Investments in associates
15 2,783 2,630
Receivables
16 1,234 1,444
Deferred tax assets
17 2,300 1,417
Current assets
Inventory
18 381,763 308,273
Trade receivables
19 195,038 195,628
Corporate income tax receivables 6,090 4,312
Other tax receivables 17,023 11,295
Other receivables 21,027 17,619
Cash and cash equivalents 12,547 38,870
Total assets 857,716 807,485
Theaccompanyingnotesareanintegralpartoftheseconsolidatednancialstatements.
119
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Governance Financial statements
x € 1,000 Note 31.12.2021 31.12.2020
Equity attributable to
Owners of the Company 264,164 256,375
Non-controlling interest
22 39,107 50,527
Non-current liabilities
Loans and borrowings
23 180,956 49,496
Lease liabilities
24 58,344 56,698
Deferred tax liabilities
25 10,966 10,684
Employeebenetobligations
26 1,359 1,001
Other provisions
27 1,002 1,500
Other liabilities
28 39,089 42,727
Current liabilities
Loans and borrowings
23 59,925 178,130
Lease liabilities due within one year
24 11,035 10,034
Trade payables 106,652 102,477
Corporate income tax liabilities 9,157 9,096
Other tax liabilities 9,791 11,425
Other current liabilities
29 66,169 27,315
Total equity and liabilities 857,716 807,485
Theaccompanyingnotesareanintegralpartoftheseconsolidatednancialstatements.
120
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Governance Financial statements
Consolidated statement of changes in equity
for the year ended at December 31, 2021
x € 1,000 2021
Paid-up
share capital
Hedging
reserve
Translation
reserve
Retained
earnings
Total
attributable
to Owners
Non-
controlling
interest
Total
equity
Balance as at January 1 5,051 1,066 (5,360 ) 255,618 256,375 50,527 306,902
Total comprehensive income
•
Protfortheyearfromcontinuingoperations - - - 38,471 38,471 16,103 54,574
•
Other comprehensive income for the year - (1,097 ) 5,185 - 4,088 3,144 7,232
Other transactions
•
Dividend - - - (8,418 ) (8,418 ) (11,986 ) (20,404 )
•
Transactions under common control - - - (34,256 ) (34,256 ) (15,178 ) (49,434 )
•
Protsharecerticates - - - - - - -
•
Share-based payments - - - 900 900 - 900
•
Reclassicationtonon-currentliabilities - - - - - (3,503 ) (3,503 )
•
Fair value adjustment non-current liabilities - - - 7,004 7,004 - 7,004
Balance as at December 31 5,051 (31 ) (175 ) 259,319 264,164 39,107 303,271
Theaccompanyingnotesareanintegralpartoftheseconsolidatednancialstatements.
121
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Governance Financial statements
x € 1,000 2020
Paid-up
share capital
Hedging
reserve
Translation
reserve
Retained
earnings
Total
attributable
to Owners
Non-
controlling interest
Total
equity
Balance as at January 1 5,051 643 273 236,704 242,671 49,096 291,767
Total comprehensive income
•
Protfortheyearfromcontinuingoperations - - - 21,697 21,697 18,941 40,638
•
Other comprehensive income for the year - 423 (5,633 ) - (5,210 ) (4,267 ) (9,477 )
Other transactions
•
Dividend - - - - - (13,262 ) (13,262 )
•
Transactions under common control - - - (681 ) (681 ) (1,619 ) (2,300 )
•
Protsharecerticates - - - (79 ) (79 ) (292 ) (371 )
•
Share-based payments - - - 900 900 - 900
•
Reclassicationtonon-currentliabilities - - - - - 1,930 1,930
•
Fair value adjustment non-current liabilities - - - (2,923 ) (2,923 ) - (2,923 )
Balance as at December 31 5,051 1,066 (5,360 ) 255,618 256,375 50,527 306,902
Theaccompanyingnotesareanintegralpartoftheseconsolidatednancialstatements.
122
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Governance Financial statements
Consolidatedstatementofcashows
for the year ended December 31, 2021
x € 1,000 Note 2021 2020
Protfortheyearfromcontinuingoperations 54,574 40,638
Adjustments for:
Taxation on the result
10 17,157 10,536
Shareofprotofassociates
15 (159 ) (305 )
Financial expenses
9 3,889 7,004
Depreciation and impairment of right-of-use assets
24 19,105 10,580
Depreciation and impairment of property, plant and equipment
14 9,616 9,157
Amortisation and impairment of goodwill and other intangible assets
12, 13 12,182 12,709
Provisions (365 ) 1,428
Non-cash share-based payment expense
20, 28 975 900
Other non-cash movements 1,104 (2,781 )
Operatingcashowsbeforemovementsinworkingcapital 118,078 89,866
Decrease / (increase) in inventory (73,490 ) 69,246
Decrease / (increase) in trade receivables 610 8,975
Decrease / (increase) in other tax receivables (5,728 ) (4,399 )
Decrease / (increase) in other receivables (3,310 ) 8,471
Increase / (decrease) in trade payables 4,124 (5,166 )
Increase / (decrease) in other taxes and social security charges (1,634 ) 161
Increase / (decrease) in other current liabilities (475 ) 551
Cash generated by operations 38,175 167,705
Income taxes paid (19,550 ) (13,915 )
Interest paid (3,840 ) (6,787 )
Net cash from operations 14,785 147,003
Theaccompanyingnotesareanintegralpartoftheseconsolidatednancialstatements.
123
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Governance Financial statements
x € 1,000 Note 2021 2020
Interest received 47 157
New loan to associates and third parties
16 - (392 )
Repayments on loans issued to associates
16 210 818
Netcashoutowonacquisitionofsubsidiaries
33 (11,234 ) (2,457 )
Payment for property, plant and equipment
14 (10,462 ) (7,411 )
Payment for intangible assets
13 (2,649 ) (6,073 )
Proceeds from disposals 274 122
Net cash from investing activities (23,814 ) (15,236 )
Repayments on loans from banks
23 (53,667 ) (11,932 )
Repayments on lease liabilities
24 (11,091 ) (9,966 )
New loans received from banks
23 175,700 3,000
New loans received from third parties
23 - 3,000
Paidtoprotsharecerticates - (371 )
Transaction costs related to loans and borrowings
23 (250 ) -
Dividend paid to owners of the Company
21 (8,418 ) -
Dividend paid to non-controlling interests
22 (11,986 ) (13,262 )
Changes in credit facilities (107,582 ) (114,249 )
Netcashfromnancingactivities (17,294 ) (143,780 )
Balance January 1, 38,870 50,884
Movement (26,323 ) (12,014 )
Balance December 31, 12,547 38,870
Theaccompanyingnotesareanintegralpartoftheseconsolidatednancialstatements.
124
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Governance Financial statements
2.1 New and amended IFRSs that are effective for the current year
Impact of Covid-19-Related Rent Concessions beyond 30 June 2021 Amendment to
IFRS 16
In May 2020, the IASB issued Covid-19-Related Rent Concessions (Amendment to
IFRS 16) that provides practical relief to lessees in accounting for rent concessions
occurring as a direct consequence of Covid-19, by introducing a practical expedient to
IFRS 16. In March 2021 the practical expedient has been extended to 30 June 2022.
The practical expedient permits a lessee to elect not to assess whether a Covid-19-
relatedrentconcessionisaleasemodication.Alesseethatmakesthiselectionshall
account for any change in lease payments resulting from the Covid-19-related rent
concession the same way it would account for the change applying IFRS 16 if the
changewerenotaleasemodication.
The amendment is not relevant to the Group given that it has not obtained rent
concessions occurring as a direct consequence of Covid-19.
Amendments to IFRS Standards applicable to the Group
In the current year, the Group has applied a number of amendments to IFRS Standards
and Interpretations issued by the IASB that are effective for an annual period that begins
on or after January 1, 2021. Their adoption has not had any material impact on the
disclosuresorontheamountsreportedintheseconsolidatednancialstatements.
1 General
2 Adoption of new and revised International Financial Reporting
Standards (“IFRS”)
On January 1, 2021 several new and amended standards and interpretations became
effective for annual periods beginning on or after January 1, 2021. The impact of these
changesontheGroup’sconsolidatednancialstatementsisdescribedinthisnote.
Notestotheconsolidatednancialstatements
G.D. Luxembourg . B&S Group S.A. is a holding Company of an international
conglomerate of companies (together referred to as the “Grou
p”). A detailed list of the
Group’s main subsidiaries is enclosed in the appendix on page 185.
The consolidated financial statements of the Group for 2021 include the accounts of B&S
Group S.A. and its subsidiaries, as well as the Company’s interests in associates.
The official version of the Annual Report B&S Group S.A. which includes the
consolidated financial statements is the European Single Electronic Format (ESEF)
version available with the Officially Appointed Mechanism (OAM) tool.
These consolidated financial statements are prepared in Euros, being the Company’s
functional and reporting currency. All financial information in Euros is rounded to the
nearest thousand. Foreign operations are included in accordance with the policies set
out in note 3.
125
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Governance Financial statements
Amendments to IAS 1 Classicationofliabilitiesascurrentor
non-current
Not yet endorsed
Amendments to IAS 1
and IFRS Practice
Statements 2
Disclosure of Accounting Policies Not yet endorsed
Amendments to IAS 8 Disclosure of Accounting Estimates Not yet endorsed
Amendments to IAS 12 Deferred Tax related to Assets and
Liabilities arising from a Single Transaction
Not yet endorsed
IFRS 10 and IAS 28
(amendments)
Sale or Contribution of Assets between an
Investor and its Associate or Joint
Venture
Not yet endorsed
The Group does not expect that the adoption of the Standards listed above will have a
materialimpactontheconsolidatednancialstatementsoftheGroupinfutureperiods.
3 Signicantaccountingpolicies
3.1 Statement of compliance
The2021consolidatednancialstatementshavebeenpreparedinaccordancewith
International Financial Reporting Standards as adopted by the European Union
(EU-IFRS).
TheconsolidatednancialstatementswereapprovedbytheExecutiveBoardand
authorised for issue on February 28, 2022.
3.2 Covid-19
The global outbreak of Covid-19 has affected the Group’s results, consolidated statement
ofnancialpositionandcashowspresentedintheseconsolidatednancialstatements.
Theimpactofthepandemiconspecicreportingareasisincludedinthedisclosure
Amendments to
IFRS 9, IAS 39,
IFRS 7, IFRS 4 and
IFRS 16 (Interest Rate
Benchmark
Reform - Phase 2)
The Group has adopted the amendments to IFRS 9, IAS 39, IFRS 7,
IFRS 4 and IFRS 16 related to Interest Rate Benchmark Reform
–Phase2,forthersttimeinthecurrentyear.
Phase 2 amendments relate mainly to accounting for changes in the
basisfordeterminingthecontractualcashowsofnancialassets
andliabilitiesandmodicationinleasesduetotheIBORreformand
impact on hedge accounting when an existing benchmark rate is
reformed or replaced with an alternative risk free rate. The Group
hasnotidentiedmaterialchangesinthecontractualcashowasa
direct consequence of the reform or in case of a change in
contractualcashow,thenewbasisfordeterminingthecontractual
cashowiseconomicallyequivalenttothepreviousbasis.Therefor
the adoption of this amendment has not led to additional disclosure
requirements or retrospective.
2.2 New and revised IFRS standards in issue but not yet effective
Atthedateofauthorisationoftheseconsolidatednancialstatements,theGrouphasnot
applied the following relevant new and revised IFRS Standards that have been issued
but are not yet effective (and, in some cases, have not yet been endorsed by the EU):
Amendments to IAS 37 OnerousContracts–CostofFulllinga
Contract
Endorsed
Improvements to
IFRS 9, IFRS 16,
IFRS 1, IAS 41
Annual Improvements to IFRS Standards
2018-2020
Endorsed
Amendments to IAS 16 Property, Plant and Equipment – Proceeds
before Intended Use
Endorsed
Amendments to IFRS 3 Reference to the Conceptual Framework Endorsed
126
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Governance Financial statements
EBITDA is one of the measures that the Executive Board uses to assess the
performanceoftheGroupanditsoperatingsegments.EBITDAisdenedas‘Operating
result’adjustedfor‘Depreciationandamortisation’.
Netdebtisdenedasinterestbearingliabilitiesminuscashandcashequivalents.
NetDebtspeciestheexposuretowardsbanksandotherlendersandisalsousedto
measure compliance with bank covenants. Net Debt can be reconciled to the balance
sheet as follows:
x € 1,000 31.12.2021 31.12.2020
Lease liabilities due within one year 11,035 10,034
Loans and borrowings, current 59,925 178,130
Lease liabilities 58,344 56,698
Borrowings from banks 177,956 46,496
Cash and cash equivalents (12,547) (38,870)
294,713 252,488
3.5 Going concern
Thedirectorshave,atthetimeofapprovingtheconsolidatednancialstatements,
a reasonable expectation that the Group has adequate resources to continue in
operational existence for the foreseeable future. Thus they continue to adopt the going
concernbasisofaccountinginpreparingtheconsolidatednancialstatements.
notes with respect to these areas. Other reporting areas have also been impacted,
butnotsignicantlyandarethereforenotseparatelydisclosed.
3.3 Basis of preparation
Theconsolidatednancialstatementshavebeenpreparedonthehistoricalcostbasis,
exceptfortherevaluationofcertainnancialinstrumentsthataremeasuredatfairvalues
at the end of each reporting period, as explained in the accounting policies below.
Historical cost is generally based on the fair value of the consideration given in exchange
for goods and services.
Fair value is the price that would be received to sell an asset or paid to transfer a liability
in an orderly transaction between market participants at the measurement date,
regardless of whether that price is directly observable or estimated using another
valuation technique. In estimating the fair value of an asset or a liability, the Group takes
into account the characteristics of the asset or liability if market participants would take
those characteristics into account when pricing the asset or liability at the measurement
date. Fair value for measurement and/or disclosure purposes in these consolidated
nancialstatementsisdeterminedonsuchabasis,exceptforshare-basedpayment
transactions that are within the scope of IFRS 2, leasing transactions that are within the
scope of IFRS 16, and measurements that have some similarities to fair value but are not
fair value, such as net realisable value in IAS 2 or value in use in IAS 36.
The principal accounting policies adopted are set out below.
3.4 Non-GAAP measures
GrossProtMarginisusedtoprovideinsightinthegrossprotrealisedonthesaleof
products to customers and as such used to measure performance of product lines,
customergroupsandcompanies.Thegrossprotiscalculatedbydeductingthe
purchasevalueofitemssoldfromtherealisedturnoverandgrossprotmarginby
dividinggrossprotbyturnover.
127
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Governance Financial statements
3.7 Business combinations
Acquisitions of businesses are accounted for using the acquisition method.
The consideration transferred in a business combination is measured at fair value, which
is calculated as the sum of the acquisition-date fair values of the assets transferred by
the Group, less liabilities incurred by the Group to the former owners of the acquiree and
the equity interests issued by the Group in exchange for control of the acquiree.
Acquisition-relatedcostsarerecognisedintheconsolidatedstatementofprotorlossas
incurred.
Attheacquisitiondate,theidentiableassetsacquiredandtheliabilitiesassumedare
recognised at their fair value, except that:
deferredtaxassetsorliabilitiesandassetsorliabilitiesrelatedtoemployeebenet
arrangements are recognised and measured in accordance with lAS 12 and IAS 19
respectively;
liabilities or equity instruments related to share-based payment arrangements of
the acquiree or share-based payment arrangements of the Group entered into to
replace share-based payment arrangements of the acquiree are measured in
accordance with IFRS 2 at the acquisition date.
Goodwill is measured as the fair value of the consideration transferred plus the
recognised amount of any non-controlling interest in the acquiree less the net recognised
amount(fairvalue)oftheidentiableassetsacquiredandliabilitiesassumed.If,after
reassessment,thenetoftheacquisition-dateamountsoftheidentiableassetsacquired
and liabilities assumed exceeds the sum of the consideration transferred, the amount of
any non-controlling interests in the acquiree and the fair value of the acquirer’s previously
held interest in the acquiree (if any), the excess is recognised immediately in the
consolidatedstatementofprotorlossasabargainpurchasegain.
When the consideration transferred by the Group in a business combination includes a
contingent consideration arrangement, the contingent consideration is measured at its
acquisition-date fair value and included as part of the consideration transferred in a
3.6 Basis of consolidation
Theconsolidatednancialstatementsincorporatethenancialstatementsofthe
Company and entities (including structured entities) controlled by the Company and its
subsidiaries made up to December 31st each year. Control is achieved when the
Company:
has power over the investee;
is exposed, or has rights, to variable returns from its involvement with the investee;
and
has the ability to use its power to affect its returns.
The Company reassesses whether or not it controls an investee if facts and
circumstances indicate that there are changes (none in 2021) to one or more of the three
elements of control listed above.
Consolidation of a subsidiary begins when the Company obtains control over the
subsidiaryandceaseswhentheCompanylosescontrolofthesubsidiary.Specically,
results of subsidiaries acquired or disposed of during the year are included in the
consolidatedstatementofprotorlossfromthedatetheCompanygainscontroluntilthe
date when the Company ceases to control the subsidiary.
Protorlossandeachcomponentofothercomprehensiveincomeareattributedtothe
owners of the Company and to the non-controlling interests. Total comprehensive
income of the subsidiaries is attributed to the owners of the Company and to the
non-controlling interests even if this results in the non-controlling interests having a
decitbalance.
In case of incorporation and liquidation of a Company, the consolidation of a subsidiary
begins as from the date of incorporation and the Company controls the investee and the
consolidation terminates as from the date of liquidation.
128
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Governance Financial statements
indication that the unit may be impaired. If the recoverable amount of the cash-
generating unit is less than the carrying amount of the unit, the impairment loss is
allocatedrsttoreducethecarryingamountofanygoodwillallocatedtotheunitand
then to the other assets of the unit pro-rata on the basis of the carrying amount of each
asset in the unit. An impairment loss recognised for goodwill is not reversed in a
subsequent period.
On disposal of the relevant cash-generating unit, the attributable amount of goodwill is
includedinthedeterminationoftheprotorlossondisposal.
The Group’s policy for goodwill arising on the acquisition of associates is described
below.
3.9 Investments in associates
AnassociateisanentityoverwhichtheGrouphassignicantinuence.Signicant
inuenceispresumedtoexistwhentheGroupholdsmorethan20%ofthevotingpower
of the entity.
Associatesareaccountedforusingtheequitymethodfromthedatethatsignicant
inuencecommencesuntilthedatethatsignicantinuenceceases.Initially,
investmentsinassociatesarerecognisedatcost.Goodwillidentiedontheacquisitionof
the associate is included in the carrying amount of the investment. When the Group’s
share of losses of an associate exceeds the Groups interests in that associate,
the Group discontinues recognising its share of further losses. Additional losses are
recognised only to the extent that the Group has incurred legal or constructive
obligations or made payments on behalf of the associate.
TheconsolidatednancialstatementsincludetheGroup’sshareofthenetprotorloss
and other comprehensive income of the associates, after adjustments to align the
accounting policies with those of the Group.
business combination. Changes in fair value of the contingent consideration that qualify
as measurement period adjustments are adjusted retrospectively, with corresponding
adjustments against goodwill. Measurement period adjustments are adjustments that
arisefromadditionalinformationobtainedduringthe‘measurementperiod’(which
cannot exceed one year from the acquisition date) about facts and circumstances that
existed at the acquisition date.
The subsequent accounting for changes in the fair value of the contingent consideration
that do not qualify as measurement period adjustments depends on how the contingent
considerationisclassied.Contingentconsiderationthatisclassiedasequityisnot
remeasured at subsequent reporting dates and its subsequent settlement is accounted
for within equity. Other contingent consideration is remeasured to fair value at
subsequent reporting dates with changes in fair value recognised in the consolidated
statementofprotorloss.
lf the initial accounting for a business combination is incomplete by the end of the
reporting period in which the combination occurs, the Group reports provisional amounts
for the items for which the accounting is incomplete. Those provisional amounts are
adjusted during the measurement period (see above), or additional assets or liabilities
arerecognised,toreectnewinformationobtainedaboutfactsandcircumstancesthat
existed at the acquisition date that, if known, would have affected the amounts
recognised at that date. The accounting for business combinations realised in 2021 has
been completed.
3.8 Goodwill
Goodwill is initially recognised and measured as set out above.
Goodwill is not amortised but is reviewed for impairment at least annually. For the
purpose of impairment testing, goodwill is allocated to each of the Group’s cash-
generatingunits(orgroupsofcash-generatingunits)expectedtobenetfromthe
synergies of the combination. Cash-generating units to which goodwill has been
allocated are tested for impairment annually, or more frequently when there is an
129
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Governance Financial statements
itisprobablethattheeconomicbenetsassociatedwiththetransactionwillowto
the Group; and
the costs incurred or to be incurred in respect of the transaction can be measured
reliably.
Right of return
Our sales to end-customers have a right of return policy which is compliant with the local
laws and regulations for consumer sales. In general terms the customers have a 30 day
right of return. The expected return rates are being based on the actual return rates in the
(recent) past periods. Based thereon the expected sales return is being determined and
a refund liability for the amounts expected to be refunded is matched and recognised in
the appropriate corresponding period. The right to receive the corresponding products in
return is accounted for as far as the corresponding amount is material.
Rendering of services
Revenue from a contract for providing services, comprising logistical services related to
the sold goods, is recognised at the same moment when the underlying sale of goods is
recognised.
3.11 Purchase value
Purchase value represents the purchase price of trade inventory, including additional
costs such as incoming freight, handling and other charges directly attributable to the
purchase and/or sale of the goods and write-downs of inventories. The purchase price is
net of discounts and supplier bonuses.
3.12 Leases
The Group assesses whether a contract is or contains a lease, at inception of the
contract. A contract is, or contains, a lease if the contract conveys the right to control the
useofanidentiedassetfortheperiodoftimeinexchangeforconsideration.TheGroup
recognises a right-of-use asset and a corresponding lease liability with respect to all lease
arrangementsinwhichitisthelessee,exceptforshort-termleases(denedasleases
3.10 Revenue recognition
The Group recognises revenue from the following major sources:
Distribution of liquors, health and beauty products to wholesalers, specialty
retailers and online end-customers;
Specialty distribution of food, beverages, health and beauty products to maritime,
remote and retail business to business markets;
Specialty distribution of medical supplies to maritime and remote markets,
pharmacies and travel clinics;
Specialtyretailwithconsumergoodsathightrafcairportsandremotelocations.
Revenue is measured based on the consideration to which the Group expects to be
entitled in a contract with a customer and excludes amounts collected on behalf of third
parties. The Group recognises revenue when it transfers control of a product or service
to a customer.
Revenue from the sale of goods
Revenue from the sale of goods is recognised when control of the goods has transferred,
atwhichtimeallthefollowingconditionsaresatised:
theperformanceobligationhasbeensatisedbytheGroup;
the Group has transferred physical possession/control of the goods to the
customer;
theGrouphastransferredthesignicantrisksandrewardsrelatedtotheownership
of the goods to the customer;
the Group has a present right to payment for the goods delivered, whereby it should
benotedthatnancingcomponentsarenotincludedintheGroup’ssalescontracts;
the Group retains neither continuing managerial involvement to the degree usually
associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably (it is noted that variable
considerations hardly occur within the Group);
130
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Governance Financial statements
Aleasecontractismodiedandtheleasemodicationisnotaccountedforasa
separate lease, in which case the lease liability is remeasured based on the lease
termofthemodiedleasebydiscountingtherevisedleasepaymentsusinga
reviseddiscountrateattheeffectivedateofthemodication.
The right-of-use assets comprise the initial measurement of the corresponding lease
liability, lease payments made at or before the commencement day, less any lease
incentives received and any initial direct costs. They are subsequently measured at cost
less accumulated depreciation and impairment losses.
Right-of-use assets are depreciated over the shorter period of lease term and useful life
of the underlying asset. If a lease transfers ownership of the underlying asset or the cost
oftheright-of-useassetreectsthattheGroupexpectstoexerciseaunilateralpurchase
option, the related right-of-use asset is depreciated over the useful life of the underlying
asset. The depreciation starts at the commencement date of the lease.
The right-of-use assets are presented as a separate line in the consolidated statement of
nancialposition.
The Group applies IAS 36 to determine whether a right-of-use asset is impaired and
accountsforanyidentiedimpairmentlossasdescribedinthe‘Property,Plantand
Equipment’ policy.
As a practical expedient, IFRS 16 permits a lessee not to separate non-lease
components, and instead account for any lease and associated non-lease components
as a single arrangement. The Group has not applied this practical expedient.
For contracts that contain a lease component and one or more additional lease or
non-lease components, the Group allocates the consideration in the contract to each
lease component on the basis of the relative stand-alone price of the lease component
and the aggregate stand-alone price of the non-lease components.
with a lease term of twelve months or less) and leases of low value assets . For these
leases, the Group recognises the lease payments as an operating expense on a straight-
line basis over the term of the lease.
The lease liability is initially measured at the present value of the lease payments that are
not paid at the commencement date, discounted by using the rate implicit in the lease.
If this rate cannot be readily determined, the Group uses its incremental borrowing rate.
The incremental borrowing rate applied to the lease liabilities on December 31, 2021 was
1.7%(December31,2020:1.7%).
Lease payments included in the measurement of the lease liability comprise:
Fixedleasepayments(includingin-substancexedpayments),lessanylease
incentives receivable;
The amount expected to be payable by the lessee under residual value guarantees;
Paymentsofpenaltiesforterminatingthelease,iftheleasetermreectsthe
exercise of an option to terminate the lease.
Theleaseliabilityissubsequentlymeasuredbyincreasingthecarryingamounttoreect
interest on the lease liability (using the effective interest method) and by reducing the
carryingamounttoreecttheleasepaymentsmade.Theleaseliabilityispresentedasa
separatelineintheconsolidatedstatementofnancialposition.
The Group remeasures the lease liability (and makes a corresponding adjustment to the
related right-of-use asset) whenever:
The lease term has changed.
The lease payments change due to changes in an index or rate or a change in
expected payment under a guaranteed residual value, in which cases the lease
liability is remeasured by discounting the revised lease payments using an
unchanged discount rate (unless the lease payments change is due to a change in
aoatinginterestrate,inwhichcaseareviseddiscountrateisused).
131
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Governance Financial statements
salaries,socialsecuritycharges,andotherxedcostincurredbytheGroup.TheGroup
hasaccountedfortheseprogramsinaccordancewithIAS20‘Accountingfor
Government Grants and Disclosure of Government Assistance’.
Government grants are not recognised until there is reasonable assurance that the
Group will comply with the conditions attaching to them and that the grants will be
received. Since the Group complies with all the conditions as at December 31, 2021 and
2020 attached to the government grants and the grants were already received and could
be matched with the related cost in 2021 and 2020 which they are intended to
compensate, the grants have as such been recognised.
An amount of € 0.2 million has been recognised as a liability (to be repaid). For further
details, reference is made to note 7 and 8.
3.15 Employeebenets
Share-based payment arrangements
A group of managers has received a share incentive plan, which are settled in equity.
Annually, an equal amount will be recognised as an expense during the vesting period.
Reference is made to note 20 for more details on the share-based payment.
The fair value of the amount payable to employees in respect of share appreciation rights
(SARs), which are settled in cash, is recognised as an expense with a corresponding
increase in liabilities, over the period during which the employees become
unconditionally entitled to payment. The liability is remeasured at each reporting date
and at settlement date based on the fair value of the SARs. Any changes in the liability
arerecognisedinprotorloss.Referenceismadetonote28formoredetailsonthe
share-based payment arrangements.
Dened contribution plans
Paymentstodenedcontributionretirementbenetplansarerecognisedasanexpense
when employees have rendered service entitling them to the contributions. The Group
3.13 Foreign currencies
Foreign currency transactions
lnpreparingthenancialstatementsofeachindividualGroupentity,transactionsin
currencies other than the entity’s functional currency (foreign currencies) are recognised
at the rates of exchange prevailing at the dates of the transactions. At the end of each
reporting period, monetary items denominated in foreign currencies are retranslated at
the rates prevailing at that date. Non-monetary items measured at fair value that are
denominated in foreign currencies are retranslated at the rates prevailing at the date
when the fair value was determined. Non-monetary items that are measured in terms of
historical cost in a foreign currency are translated at the rates prevailing at that date of
the transaction.
Exchange differences on monetary items are recognised in the consolidated statement
ofprotorlossintheperiodinwhichtheyarise,exceptforexchangedifferenceson
transactions entered into in order to hedge certain foreign currency risks.
Foreign operations
Forthepurposeofpresentingtheseconsolidatednancialstatements,theassetsand
liabilities of the Group’s foreign operations are translated into Euro using exchange rates
prevailing at the end of each reporting period. Income and expense items are translated
attheaverageexchangeratesfortheperiod,unlessexchangeratesuctuate
signicantlyduringthatperiod,inwhichcasetheexchangeratesatthedatesofthe
transactions are used. Exchange differences arising, if any, are recognised in other
comprehensive income and accumulated in a foreign exchange translation reserve,
except to the extent that the translation difference is allocated to non-controlling interests.
3.14 Government grants
In various countries within Europe, governments have initiated a wide variety of
employmentprotectionprogramsandxedcostcompensationfollowingtheCovid-19
outbreak and related economic downturn. These programs compensate for part of the
132
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Governance Financial statements
Interest income or expense is recognised using the effective interest method. The
‘effectiveinterestrate’istheratethatdiscountsestimatedfuturecashpaymentsor
receiptsthroughtheexpectedlifeofthenancialinstrumentto:
thecarryingamountofthenancialasset;or
theamortisedcostofthenancialliability.
In calculating interest income and expense, the effective interest rate is applied to the
gross carrying amount of the asset or to the amortised cost of the liability.
3.17 Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
Thetaxcurrentlypayableisbasedontaxableprotfortheyear.Taxableprotdiffers
from‘protbeforetax’asreportedintheconsolidatedstatementofprotorlossbecause
of items of income or expense that are taxable or deductible in other years and items that
are never taxable or deductible. The Group’s liability for current tax is calculated using
tax rates that have been enacted by the end of the reporting period.
Deferred tax
Deferred tax is the tax expected to be payable or recoverable on differences between the
carryingamountsofassetsandliabilitiesintheconsolidatednancialstatementsandthe
correspondingtaxbasesusedinthecomputationoftaxableprot,andisaccountedfor
using the liability method. Deferred tax liabilities are generally recognised for all taxable
temporary differences and deferred tax assets are recognised to the extent that it is
probablethattaxableprotswillbeavailableagainstwhichdeductibletemporary
differences can be utilised. Such assets and liabilities are not recognised if the temporary
difference arises from the initial recognition (other than in a business combination) of
assetsandliabilitiesinatransactionthataffectsneitherthetaxableprotnorthe
operatesvariouspensionschemes.Theseschemesarenancedthroughpaymentsto
insurance companies, industry branch pension funds or the collective pension funds.
The industry pension funds are treated as multi-employer pension funds as the plans are
collectively negotiated by multiple employers and labour unions. Reference is made to
note26formoredetailsontheretirementandterminationbenets.
Short-term and other long-term employee benets
Aliabilityisrecognisedforbenetsaccruingtoemployeesinrespectofwagesand
salaries, annual leave and sick leave in the period the related service is rendered.
Liabilitiesrecognisedinrespectofshort-termemployeebenetsaremeasuredatthe
undiscountedamountofthebenetsexpectedtobepaidinexchangefortherelated
service.
Liabilitiesrecognisedinrespectofotherlong-termemployeebenetsaremeasuredat
thepresentvalueoftheestimatedfuturecashoutowsexpectedtobemadebythe
Group in respect of services provided by employees up to the reporting date.
3.16 Financial expenses
TheGroup’snancialexpensesinclude:
interest expense;
interest on lease liabilities;
theforeigncurrencygainorlossonnancialassetsandnancialliabilities;
changes in the fair value of derivatives;
changesinthefairvalueoncontingentconsiderationclassiedasanancial
liability;
133
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Governance Financial statements
3.18 Intangible assets other than goodwill
Intangible assets acquired separately
Intangibleassetswithniteusefullivesthatareacquiredseparatelyarecarriedatcost
less accumulated amortisation and accumulated impairment losses, if any. Amortisation
is recognised on a straight-line basis over their estimated useful lives which are disclosed
in note 13. The estimated useful life and amortisation method are reviewed at the end of
each reporting period, with the effect of any changes in estimate being accounted for on
a prospective basis.
Intangible assets acquired in a business combination
Intangible assets acquired in a business combination and recognised separately from
goodwill are initially recognised at their fair value at the acquisition date (which is
regarded as their cost).
Subsequent to initial recognition, intangible assets acquired in a business combination
are reported at cost less accumulated amortisation and accumulated impairment losses,
on the same basis as intangible assets that are acquired separately.
Derecognition of intangible assets
Anintangibleassetisderecognisedondisposal,orwhennofutureeconomicbenets
are expected from use or disposal. Gains or losses arising from derecognition of an
intangible asset, measured as the difference between the net disposal proceeds and the
carryingamountoftheasset,arerecognisedintheconsolidatedstatementofprotor
loss when the asset is derecognised.
Impairment of intangible assets
At each reporting date, the Group reviews the carrying amounts of its intangible assets to
determine whether there is any indication that those assets have suffered an impairment
loss.
accountingprot.Inaddition,adeferredtaxliabilityisnotrecognisedifthetemporary
difference arises from the initial recognition of goodwill.
The carrying amount of deferred tax assets is reviewed at each reporting date and
reducedtotheextentthatitisnolongerprobablethatsufcienttaxableprotswillbe
available to allow all or part of the asset to be recovered.
Deferred tax liabilities and assets are measured at the tax rates that are expected to
apply in the period in which the liability is settled or the asset realised, based on tax rates
(and tax laws) that have been enacted or substantively enacted by the end of the
reporting period.
Themeasurementofdeferredtaxliabilitiesandassetsreectsthetaxconsequences
that would follow from the manner in which the Group expects, at the end of the reporting
period, to recover or settle the carrying amount of its assets and liabilities.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to
set off current tax assets against current tax liabilities and when they relate to income
taxes levied by the same tax authority and the Group intends to settle its current tax
assets and liabilities on a net basis.
Current and deferred tax for the year
Currentanddeferredtaxarerecognisedintheconsolidatedstatementofprotorloss,
except when they relate to items that are recognised in other comprehensive income or
directly in equity, in which case, the current and deferred tax are also recognised in other
comprehensive income or directly in equity respectively. Where current tax or deferred
tax arises from the initial accounting for a business combination, the tax effect is included
in the accounting for the business combination.
134
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Governance Financial statements
3.20 Inventories
Inventories are stated at the lower of cost and net realisable value. Cost comprises direct
materials and, where applicable, direct labour costs and those overheads that have been
incurred in bringing the inventories to their present location and condition. Costs of
inventoriesaredeterminedbasedonarst-in-rst-outapproach.Netrealisablevalue
represents the estimated selling price less all estimated costs to be incurred in
marketing, selling and distribution.
3.21 Financial instruments
Financial assets
Financial assets are recognised when a Group entity becomes a party to the contractual
provisionsofanancialinstrument.Financialassetsarederecognisedwhentherightsto
receivecashowsfromthenancialassetsexpire,oriftheGrouptransfersthenancial
asset to another party and does not retain control of the asset. Purchases and sales of
nancialassetsinthenormalcourseofbusinessareaccountedforatsettlementdate
(i.e., the date the asset is delivered).
Atinitialrecognition,theGroupmeasuresitsnancialassetsatfairvalue.Allrecognised
nancialassetsaremeasuredsubsequentlyintheirentiretyateitheramortisedcostor
fairvalue,dependingontheclassicationofthenancialassets.
Classicationofnancialassets
Debt instruments that meet the following conditions are measured subsequently at
amortised cost:
thenancialassetisheldwithinabusinessmodelwhoseobjectiveistohold
nancialassetsinordertocollectcontractualcashows;and
thecontractualtermsofthenancialassetgiveriseonspecieddatestocash
owsthataresolelypaymentsofprincipalandinterestontheprincipalamount
outstanding.
3.19 Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation and
accumulated impairment losses.
Depreciation is recognised based on the cost or valuation of assets (other than freehold
land) less their residual values over their useful lives, using the straight-line method,
on the following bases:
Property 5%perannum
Equipment 10%-20%perannum
Other 12.5%-20%perannum
The estimated useful lives, residual values and depreciation method are reviewed at the
end of each reporting period, with the effect of any changes in estimate accounted for on
a prospective basis.
Right-of-use assets are depreciated over the shorter period of the lease term and the
useful life of the underlying asset. If a lease transfers ownership of the underlying asset
orthecostoftheright-of-useassetreectsthattheGroupexpectstoexercisea
purchase option, the related right-of-use asset is depreciated over the useful life of the
underlying asset.
An item of property, plant and equipment is derecognised upon disposal or when no
futureeconomicbenetsareexpectedtoarisefromthecontinueduseoftheasset.
Any gain or loss arising on the disposal or retirement of an item of property, plant and
equipment is determined as the difference between the sales proceeds and the carrying
amountoftheassetandisrecognisedintheconsolidatedstatementofprotorloss.
At each reporting date, the Group reviews the carrying amounts of its property, plant and
equipment to determine whether there is any indication that those assets have suffered
an impairment loss.
135
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Governance Financial statements
the carrying amount of the allowance account are recognised in the consolidated
statementofprotorloss.
The measurement of expected credit losses is a function of the probability of default,
loss given default (i.e. the magnitude of the loss if there is a default) and the exposure at
default. The assessment of the probability of default and loss given default is based on
historical data adjusted by forward-looking information as described above. As for the
exposureatdefault,fornancialassets,thisisrepresentedbytheassets’grosscarrying
amount at the reporting date.
Financial liabilities
Financial liabilities are recognised when the Group becomes a party to the contractual
provisionsofanancialinstrument.Financialliabilitiesarederecognisedwhenthe
Group’sobligationsspeciedinthecontractexpireoraredischargedorcancelled.
TheGroupalsoderecognisesanancialliabilitywhenitstermsaremodiedandthe
cashowsofthemodiedliabilityaresubstantiallydifferent,inwhichcaseanew
nancialliabilitybasedonthemodiedtermsisrecognisedatfairvalue.
Onderecognitionofanancialliability,thedifferencebetweenthecarryingamount
extinguishedandtheconsiderationpaidisrecognisedinprotorloss.
Financial liabilities are initially recognised, they are measured at their fair value.
Allnancialliabilitiesaremeasuredsubsequentlyatamortisedcostusingtheeffective
interest rate method, except for derivatives and contingent considerations, which are
measured at FVTPL. Financial liabilities at FVTPL are stated at fair value, with any gains
orlossesarisingonremeasurementrecognisedintheconsolidatedstatementofprotor
loss. Fair value is determined in the manner described in note 31.
Derivative nancial instruments
TheGroupfrequentlyentersintoderivativenancialinstrumentstomanageitsexposure
to interest rate and foreign exchange rate risks. During the year that ended December 31,
2021,nomaterialderivativenancialinstrumentswereenteredintobyTheGroup.
Debt instruments that meet the following conditions are measured subsequently at fair
value through other comprehensive income (FVTOCI):
thenancialassetisheldwithinabusinessmodelwhoseobjectiveisachievedby
bothcollectingcontractualcashowsandsellingthenancialassets;and
thecontractualtermsofthenancialassetgiveriseonspecieddatestocash
owsthataresolelypaymentsofprincipalandinterestontheprincipalamount
outstanding.
Bydefault,allothernancialassetsaremeasuredsubsequentlyatfairvaluethrough
protorloss(FVTPL).
TheGrouponlyhasnancialassetsclassiedasdebtinstrumentsmeasured
subsequently at amortised cost (amongst others trade and other receivables) except for
a few derivatives that are measured at FVTPL.
Financial assets at FVTPL are measured at fair value at the end of each reporting
period, with any fair value gains or losses recognised in the consolidated statement of
protorlosstotheextenttheyarenotpartofadesignatedhedgingrelationship.
Fair value is determined in the manner described in note 31.
Impairmentofnancialassets
The Group recognises a loss allowance for expected credit losses on investments in debt
instruments that are measured at amortised cost. The amount of expected credit losses
isupdatedateachreportingdatetoreectchangesincreditrisksinceinitialrecognition
oftherespectivenancialinstrument.
Thecarryingamountofthenancialassetisreducedbytheimpairmentlossdirectlyfor
allnancialassetswiththeexceptionoftradereceivables,wherethecarryingamountis
reduced through the use of an allowance account based on the expected lifetime losses
followingthesimpliedapproachasperIFRS9.Whenatradereceivableisconsidered
uncollectible, it is written off against the allowance account. Subsequent recoveries of
amounts previously written off are credited against the allowance account. Changes in
136
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Governance Financial statements
At the inception of the hedge relationship, the Group documents the relationship between
the hedging instrument and the hedged item, along with its risk management objectives
and its strategy for undertaking various hedge transactions. Furthermore, at the inception
of the hedge and on an ongoing basis, the Group documents whether the hedging
instrumentiseffectiveinoffsettingchangesinfairvaluesorcashowsofthehedged
item attributable to the hedged risk, which is when the hedging relationship meets all of
the following hedge effectiveness requirements:
there is an economic relationship between the hedged item and the hedging
instrument;
the effect of credit risk does not dominate the value changes that result from that
economic relationship; and
the hedge ratio of the hedging relationship is the same as that resulting from the
quantity of the hedged item that the Group actually hedges and the quantity of the
hedging instrument that the Group actually uses to hedge that quantity of hedged
item.
If a hedging relationship ceases to meet the hedge effectiveness requirement relating to
the hedge ratio but the risk management objective for that designated hedging
relationship remains the same, the Group adjusts the hedge ratio of the hedging
relationship (i.e. rebalances the hedge) so that it meets the qualifying criteria again.
Cash ow hedges
The effective portion of changes in the fair value of derivatives and other qualifying
hedginginstrumentsthataredesignatedandqualifyascashowhedgesisrecognised
inothercomprehensiveincomeandaccumulatedundertheheadingofcashow
hedging reserve, limited to the cumulative change in fair value of the hedged item from
inception of the hedge. The gain or loss relating to the ineffective portion is recognised
immediatelyintheconsolidatedstatementofprotorloss,andisincludedinthe
‘nancialexpenses’lineitem.
Derivatives are initially recognised at fair value at the date the derivative contracts are
entered into and are subsequently remeasured to their fair value at the end of the
reporting period. The resulting gain or loss is recognised in the consolidated statement of
protorlossimmediatelyunlessthederivativeisdesignatedandeffectiveasahedging
instrument, in which event the timing of the recognition in the consolidated statement of
protorlossdependsonthenatureofthehedgerelationship.
Aderivativewithapositivefairvalueisrecognisedasanancialassetwhereasa
derivativewithanegativefairvalueisrecognisedasanancialliability.Derivativesare
notoffsetintheconsolidatednancialstatementsunlesstheGrouphasbothalegally
enforceable right and intention to offset. A derivative is presented as a non-current asset
or a non-current liability if the remaining maturity of the instrument is more than 12
months and it is not due to be realised or settled within 12 months. Other derivatives are
presented as current assets or current liabilities.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of an
entity after deducting all of its liabilities. Equity instruments issued by a Group entity are
recognised at the proceeds received, net of direct issue costs. Repurchase of the
Company’s own equity instruments is recognised and deducted directly in equity.
Nogainorlossisrecognisedintheconsolidatedstatementofprotorlossonthe
purchase, sale, issue or cancellation of the Company’s own equity instruments.
3.22 Hedge accounting
TheGroupdesignatescertainnancialinstrumentsashedginginstrumentsinrespectof
foreigncurrencyriskincashows.Hedgesofforeignexchangeriskonrm
commitmentsareaccountedforascashowhedges.Fairvaluehedgesandhedgesof
net investments in foreign operations are not applied by the Group.
137
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Governance Financial statements
Whensomeoralloftheeconomicbenetsrequiredtosettleaprovisionareexpectedto
be recovered from a third party, a receivable is recognised as an asset if it is virtually
certain that reimbursement will be received and the amount of the receivable can be
measured reliably.
4 Critical accounting judgements and key sources of uncertainty
In the application of the Group’s accounting policies, which are described in note 3,
the Group is required to make judgements, estimates and assumptions about the
carrying amounts of assets and liabilities that are not readily apparent from other
sources. The estimates and associated assumptions are based on historical experience
and other factors that are considered to be relevant, such as the impact of the global
Covid-19pandemicontheGroups’expectedfuturecashowsandresults.Actualresults
may differ from these estimates.
The estimates and underlying assumptions are reviewed on ongoing bases. Revisions to
accounting estimates are recognised in the period in which the estimate is revised if the
revision affects only that period, or in the period of the revision and future periods if the
revision affects both current and future periods.
The key assumptions concerning the future, and other key sources of estimation
uncertaintyattheendofthereportingperiodthatmayhaveasignicantriskofcausinga
material adjustment to the carrying amounts of assets and liabilities within the next
nancialyear,aredescribedbelow.
Amounts previously recognised in other comprehensive income and accumulated in
equityarereclassiedtotheconsolidatedstatementofprotorlossintheperiodswhen
thehedgeditemaffectsprotorloss,inthesamelineastherecognisedhedgeditem.
Furthermore, if the Group expects that some or all of the loss accumulated in the cash
owhedgingreservewillnotberecoveredinthefuture,thatamountisimmediately
reclassiedtotheconsolidatedstatementofprotorloss.
The Group discontinues hedge accounting only when the hedging relationship (or a part
thereof) ceases to meet the qualifying criteria (after rebalancing, if applicable).
This includes instances when the hedging instrument expires or is sold, terminated or
exercised. The discontinuation is accounted for prospectively. Any gain or loss
recognisedinothercomprehensiveincomeandaccumulatedincashowhedgereserve
atthattimeremainsinequityandisreclassiedtotheconsolidatedstatementofprotor
loss when the forecast transaction occurs. When a forecast transaction is no longer
expectedtooccur,thegainorlossaccumulatedinthecashowhedgereserveis
reclassiedimmediatelytotheconsolidatedstatementofprotorloss.
Movements in the hedging reserve in equity are detailed in note 21.
3.23 Provisions
Provisions are recognised when the Group has a present obligation (legal or
constructive) as a result of a past event, it is probable that the Group will be required to
settle the obligation, and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required
to settle the present obligation at the end of the reporting period, taking into account the
risks and uncertainties surrounding the obligation. When a provision is measured using
thecashowsestimatedtosettlethepresentobligation,itscarryingamountisthe
presentvalueofthosecashows(whentheeffectofthetimevalueofmoneyis
material).
138
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Governance Financial statements
5 Segment reporting
Theoperatingsegmentsareidentiedandreportedonthebasisofinternalmanagement
reporting as provided to the Executive Board and Supervisory Board (which are the
Chief Operating Decision Makers) to facilitate strategic decision-making, resource
allocationandtoassessperformance.TheGrouphasidentiedthefollowingreportable
segments, that jointly form the Group’s strategic divisions B&S Liquors, B&S Beauty,
B&S Personal Care, B&S Food, B&S Health and B&S Retail.
B&S Liquors is active as a global distributor of branded premium liquors to wholesalers,
e-commerce platforms and consumers. B&S Liquors has its headquarters in Delfzijl,
the Netherlands.
B&S Beauty mainly distributes and sells branded premium fragrances and cosmetics to
consumers, wholesalers and e-commerce platforms. B&S Beauty has its headquarters
in Delfzijl, the Netherlands.
B&S Personal Care distributes and sells branded premium personal and home care
products to mainly value retailers. B&S Personal Care has its headquarters in
Oud-Beijerland, the Netherlands.
B&S Food is active as a specialty distributor for a wide range of branded premium food
and beverages to duty-free, remote, retail and maritime markets. B&S Food has its
headquarters in Dordrecht, the Netherlands.
B&S Health distributes and sells branded premium medical products and equipment to
maritime and remote markets, pharmacies and travel clinics. B&S Health has its
headquarters in Dordrecht, the Netherlands.
B&S Retail operates retail stores at international airports, regional airports and other
‘awayfromhome’locations,whereitsellsbrandedpremiumconsumerelectronicsand
multi-category assortments. B&S-Retail has its headquarters in Hoofddorp,
the Netherlands.
Impairment testing
Following the assessment of the recoverable amount of goodwill allocated to the
operating segments, the Group considers the recoverable amount of goodwill to be most
sensitivetotheachievementofthebudgetedfuturecashows.Thesensitivityanalysisin
respect of the recoverable amount of goodwill is presented in note 12.
Useful lives of tangible xed assets
The Group assesses the estimated useful lives of property, plant and equipment at the
end of each reporting period. During the current year, the Group has not determined any
shortening of the useful lives of the property, plant and equipment.
Valuation of right-of-use assets
TheGroupevaluateswhether(signicantpartsof)leasedpropertyisnotinuseinorder
to determine whether right-of-use assets could be subject to an impairment.
Useful lives of other intangible xed assets
The useful lives are assessed at the end of every reporting period. The other intangible
assets mainly consist of concessions, customer/supplier relationships and brand names.
Allowance for doubtful debts
The allowance for doubtful debts is based on the expected lifetime losses following the
simpliedapproachasperIFRS9.Estimationsandassumptionsareappliedto
determinethesizeoftheallowance.Wheretheactualfuturecashowsbasedonthese
estimations and assumptions are less than expected, a material effect on this allowance
may arise.
Provision for obsolescence of inventory
The provision for obsolescence of inventory is based on the Group’s best estimates
taking into account the market conditions and expectations on these market conditions.
Ifmarketconditionssignicantlychangeduringthecomingyearsthismayhavea
material effect on the provision.
139
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Governance Financial statements
x € 1,000 2021 2020
*
Turnover
B&S Liquors 540,867 575,520
B&S Beauty 675,727 646,090
B&S Personal Care 276,447 262,607
B&S Food 287,195 277,854
B&S Health 46,738 55,153
B&S Retail 42,518 44,532
Holdings & Eliminations 15 4
1,869,507 1,861,760
Gross prot
B&S Liquors 56,920 36,642
B&S Beauty 126,695 115,606
B&S Personal Care 46,271 44,291
B&S Food 36,173 37,562
B&S Health 7,941 10,303
B&S Retail 11,834 8,471
Holdings & Eliminations 1,467 2,016
287,301 254,891
EBITDA
B&S Liquors 28,175 12,888
B&S Beauty 62,362 65,400
B&S Personal Care 25,257 22,685
B&S Food 3,112 3,916
B&S Health 1,942 4,661
B&S Retail (1,541) (11,974)
Holdings & Eliminations (2,943) (7,257)
116,364 90,319
Theactivitiesoftheholdingcompaniesaregroup-wideactivitiesincludingnance,ICT,
human resource management and marketing. Costs incurred at Group level for business
units have been allocated as much as possible to the operating segments. The results of
the holding activities are separately reported to the Executive Board and are present on
theline‘Holding&Eliminations’.
A summary of the results of the reportable segments is provided on the next pages.
The Chief Operating Decision Makers assess the performance of the operating
segments on the basis of the EBITDA from ordinary activities. The accounting policies
applied by the operating segments are identical to those of the Group described in
note 3. The EBITDA from ordinary activities per segment include the costs allocated at
the Group level. Transactions between segments are at arm’s length.
Asfrom2021,thesegmentshavebeenredenedtotheaboveidentiedsegmentsand
subsequently the description has been updated in line with the rebranding of B&S.
Thenewsegmentstructureisinlinewiththenewoperatingsegmentsasidentiedand
reported on the basis of internal management reporting as provided to the Executive
Board and Supervisory Board.
*
The comparative information has been re-presented due the new segment structure as per
January 1, 2021.
140
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Governance Financial statements
x € 1,000 31.12.2021 31.12.2020
*
Total liabilities
B&S Liquors 207,559 246,948
B&S Beauty 232,201 209,447
B&S Personal Care 73,227 88,263
B&S Food 152,453 225,007
B&S Health 17,820 12,819
B&S Retail 30,942 26,825
Holdings & Eliminations (159,757) (308,726)
554,445 500,583
6 Turnover
The revenue per product group is as follows:
x € 1,000 2021 2020
Liquors 551,994 587,437
Beauty 675,727 644,688
Personal Care 276,447 262,565
Food 292,230 288,933
Health 46,738 55,152
Electronics 26,371 22,985
1,869,507 1,861,760
x € 1,000 2021 2020
*
Result before taxation
B&S Liquors 24,721 6,726
B&S Beauty 54,002 53,678
B&S Personal Care 19,687 16,696
B&S Food (15,009) (4,937)
B&S Health 209 2,936
B&S Retail (2,960) (15,180)
Holdings & Eliminations (8,919) (8,745)
71,731 51,174
x € 1,000 31.12.2021 31.12.2020
*
Total assets
B&S Liquors 253,935 299,012
B&S Beauty 373,871 366,348
B&S Personal Care 141,103 144,708
B&S Food 224,020 302,791
B&S Health 30,819 25,665
B&S Retail 43,301 43,974
Holdings & Eliminations (209,332) (375,013)
857,716 807,485
*
The comparative information has been re-presented due the new segment structure as per
January 1, 2021.
141
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Governance Financial statements
Thenumberofemployeesinfulltimeequivalentscanbespeciedasfollows:
2021 2020
*
B&S Liquors 99 85
B&S Beauty 470 402
B&S Personal Care 212 211
B&S Food 347 442
B&S Health 78 76
B&S Retail 187 274
Holdings & Eliminations 321 260
1,714 1,750
*
The comparative information has been re-presented due the new segment structure as per
January 1, 2021.
Please note that the fulltime equivalents for acquired companies are included on a pro
rata basis as from the closing date onwards, in line with the staff costs in the statement of
protorloss.
Thedistributionofturnoveroverthegeographicalregionscanbespeciedasfollows:
x € 1,000 2021 2020
Europe 1,002,004 929,688
America 360,127 333,191
Asia 293,991 352,366
Middle East 139,710 180,402
Africa 61,382 51,052
Oceania 12,293 15,061
1,869,507 1,861,760
7 Personnel costs
Thedistributionofthepersonnelcostscanbespeciedasfollows:
x € 1,000 2021 2020
Salary costs 87,121 85,639
Social security charges 10,623 10,783
Pension costs 4,615 4,680
Government grants (700) (2,693)
Equity-settled share based payments 900 900
Cash-settled share based payments 75 -
Other personnel costs 5,400 5,849
108,034 105,158
Temporary staff 9,576 10,591
117,610 115,749
The remuneration of the Executive Board and the Supervisory Board is disclosed in the
note on related parties (refer to note 32).
142
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Governance Financial statements
9 Financial expenses
Thenancialexpensescanbespeciedasfollows:
x € 1,000 2021 2020
Interest related to bank facilities 3,478 5,176
Interest on lease liabilities 1,139 1,230
Currency exchange results (745) 379
Other interest 332 232
Changes in the fair value of derivatives (124) 134
Changes in the fair value of contingent
considerations (191) (147)
3,889 7,004
10 Taxation on the result
Thetaxationontheresultcanbespeciedasfollows:
x € 1,000 2021 2020
Income tax current period 18,317 13,196
Income tax previous periods 67 366
Deferred taxes (1,227) (3,026)
17,157 10,536
8 Other operating expenses
Theotheroperatingexpensescanbespeciedasfollows:
x € 1,000 2021 2020
Personnel related costs 4,067 3,162
Ofce/warehousecosts 9,036 8,696
Marketing costs 3,961 2,963
ICT costs 17,227 12,295
Insurance costs 4,265 4,074
External advisory costs 7,100 8,699
Other operating expenses 7,671 8,934
53,327 48,823
During2021,theGrouprepaid€121,000forreceivedcompensationforxedcostsas
part of local Covid-19 support programs. In 2020 an amount of € 400,000 has been
receivedascompensationforxedcosts.
ThefeesofDeloittethataredirectlyattributabletothenancialyearoftheGroupare
incorporatedinthe‘Externaladvisorycosts’andspeciedasfollows:
x € 1,000
Deloitte Audit S.à
r.l.
Other Deloitte
member rms
Total
Deloitte
Audit fees for statutory audits 151 1,416 1,567
Other non-audit services - 27 27
151 1,443 1,594
143
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Governance Financial statements
The diluted earnings per share are equal to the basic earnings per share. The earnings
and weighted average number of ordinary shares used in the calculation of basic
earnings per share are as follows:
2021 2020
ProtfortheyearattributabletoOwnersof
the Company (
x € 1,000) 38,471 21,697
Weighted average number of ordinary
shares
(x 1) 84,177,321 84,177,321
12 Goodwill
Themovementscanbespeciedasfollows:
x € 1,000 2021 2020
Balance as at January 1, 62,337 65,656
Acquired in business combinations - 283
Impairment loss (500) -
Foreign currency translation 3,255 (3,602)
Balance as at December 31, 65,092 62,337
The following table shows the reconciliation between the nominal and effective corporate
income tax rates for the Group:
x € 1,000 2021 2020
Result before taxation 71,731 51,174
Shareofprotofassociates (159) (305)
Non-deductible amortisation 7,246 8,116
Income not subject to income tax or charged
with0%incometax (3,678) (1,113)
75,140 57,872
Blendedtaxchargerangingfrom12.5%to
32.0% 18,317 13,196
11 Earnings per share
Thebasicearningspersharecanbespeciedasfollows:
x € 1 2021 2020
Basic earnings per share from continuing
operations 0.46 0.26
144
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Governance Financial statements
Value in use calculation and main assumptions applied
B&S Liquors
The recoverable amounts of the cash-generating unit is determined based on a value in
usecalculationwhichusescashowprojectionsbasedonnancialbudgetsand
nanciallong-termplansapprovedbytheExecutiveBoardcoveringave-yearperiod,
and a discount rate of 7.4 per cent per annum (2020: 7.5 per cent per annum). Increases
in market volume (due to increase of population and rising consumption) have been
taken into consideration as well as the scarcity of products, growing market pressure on
prices, government-induced or otherwise. Assumptions for average selling prices and
cost of sales are based on historical experience and expectations of future changes in
themarket.Cashowsbeyondtheve-yearperiodhavebeencalculatedusingasteady
0.5 per cent (2020: 0.5 per cent) terminal growth rate. This growth rate does not exceed
theinationrateformarketsintheterritoriesB&Soperatesin.Company’sassumptions
used in the recoverable amount calculations, such as capital expenditure and other
assumptions are inherently uncertain and may ultimately differ from actual amounts.
The impairment testing for 2021 did not result in impairments for this CGU
(2020: nil).
B&S Beauty
The recoverable amounts of the cash-generating unit is determined based on a value in
usecalculationwhichusescashowprojectionsbasedonnancialbudgetsand
nanciallong-termplansapprovedbytheExecutiveBoardcoveringave-yearperiod,
and a discount rate of 8.1 per cent per annum (2020: 7.5 per cent per annum). Increases
in market volume (due to increase of population and rising consumption) have been
taken into consideration as well as the scarcity of products, growing market pressure on
prices, government-induced or otherwise. Assumptions for average selling prices and
cost of sales are based on historical experience and expectations of future changes in
themarket.Cashowsbeyondtheve-yearperiodhavebeencalculatedusingasteady
0.5 per cent (2020: 0.5 per cent) terminal growth rate. This growth rate does not exceed
theinationrateformarketsintheterritoriesB&Soperatesin.Company’sassumptions
used in the recoverable amount calculations, such as capital expenditure and other
The carrying amount of goodwill has been allocated to the cash-generating units (CGUs)
as follows:
x € 1,000 31.12.2021 31.12.2020
*
B&S Liquors 2,096 2,096
B&S Beauty 42,781 39,526
B&S Personal Care 8,680 8,680
B&S Food - 500
B&S Health 4,934 4,934
B&S Retail 6,601 6,601
65,092 62,337
*
Reference is made to note 5 segment reporting.
x € 1,000 31.12.2021 31.12.2020
The Netherlands 21,277 21,777
Rest of the world 43,815 40,560
65,092 62,337
Impairment testing
The Group tests goodwill annually for impairment, or more frequently if there are
indications that goodwill might be impaired. Goodwill is allocated to those cash-
generatingunitsthatareexpectedtobenetfromthebusinesscombinationinwhichthe
goodwill arose and in all cases that is at the operating segment level, which represents
the lowest level at which goodwill is monitored for internal management purposes.
145
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Governance Financial statements
theinationrateformarketsintheterritoriesB&Soperatesin.Company’sassumptions
used in the recoverable amount calculations, such as capital expenditure and other
assumptions are inherently uncertain and may ultimately differ from actual amounts.
InthenancialyearturnoverinourFoodSegmenthasbeensubjecttoongoing
challenges like Covid-19, impacting the demand in its business lines Maritime & Industrial
Catering and Duty Free. Furthermore although we anticipated on the withdrawal of
troops from Afghanistan the effect of the abrupt ending of all military business in
Afghanistan exceeded our expectations. Segment management counterbalanced the
turnover impact with increased sales in other regions however the margin at these sales
wassignicantlylower.Therelativelyhighcostfootprintofthesegmentincombination
withthepressureonthegrossprotmarginputsapressureontheEBITDAmarginand
cash generating capacity. Although management’s base case assumptions resulted in a
value in use calculation exceeding the operating asset at carrying value, we also
considered less likely but also less positive scenario’s given the limited headroom in the
base case. Based thereon the carrying amount of this CGU was determined to be higher
than its scenario based weighted recoverable amount of € 81,929,000 and an impairment
loss of € 10,193,000 during 2021 (2020: nil) was recognised.
B&S Health
The recoverable amounts of the cash-generating unit is determined based on a value in
usecalculationwhichusescashowprojectionsbasedonnancialbudgetsand
nanciallong-termplansapprovedbytheExecutiveBoardcoveringave-yearperiod,
and a discount rate of 8.7 per cent per annum (2020: 7.5 per cent per annum). Increases
in market volume (due to increase of population and rising consumption) have been
taken into consideration as well as the scarcity of products, growing market pressure on
prices, government-induced or otherwise. Assumptions for average selling prices and
cost of sales are based on historical experience and expectations of future changes in
themarket.Cashowsbeyondtheve-yearperiodhavebeencalculatedusingasteady
0.5 per cent (2020: 0.5 per cent) terminal growth rate. This growth rate does not exceed
theinationrateformarketsintheterritoriesB&Soperatesin.Company’sassumptions
used in the recoverable amount calculations, such as capital expenditure and other
assumptions are inherently uncertain and may ultimately differ from actual amounts.
The impairment testing for 2021 did not result in impairments for this CGU
(2020: nil).
B&S Personal Care
The recoverable amounts of the cash-generating unit is determined based on a value in
usecalculationwhichusescashowprojectionsbasedonnancialbudgetsand
nanciallong-termplansapprovedbytheExecutiveBoardcoveringave-yearperiod,
and a discount rate of 8.0 per cent per annum (2020: 7.5 per cent per annum). Increases
in market volume (due to increase of population and rising consumption) have been
taken into consideration as well as the scarcity of products, growing market pressure on
prices, government-induced or otherwise. Assumptions for average selling prices and
cost of sales are based on historical experience and expectations of future changes in
themarket.Cashowsbeyondtheve-yearperiodhavebeencalculatedusingasteady
0.5 per cent (2020: 0.5 per cent) terminal growth rate. This growth rate does not exceed
theinationrateformarketsintheterritoriesB&Soperatesin.Company’sassumptions
used in the recoverable amount calculations, such as capital expenditure and other
assumptions are inherently uncertain and may ultimately differ from actual amounts.
The impairment testing for 2021 did not result in impairments for this CGU
(2020: nil).
B&S Food
The recoverable amounts of the cash-generating unit is determined based on a value in
usecalculationwhichusescashowprojectionsbasedonnancialbudgetsand
nanciallong-termplansapprovedbytheExecutiveBoardcoveringave-yearperiod,
and a discount rate of 7.8 per cent per annum (2020: 7.5 per cent per annum). Increases
in market volume (due to increase of population and rising consumption) have been
taken into consideration as well as the scarcity of products, growing market pressure on
prices, government-induced or otherwise. Assumptions for average selling prices and
cost of sales are based on historical experience and expectations of future changes in
themarket.Cashowsbeyondtheve-yearperiodhavebeencalculatedusingasteady
0.5 per cent (2020: 0.5 per cent) terminal growth rate. This growth rate does not exceed
146
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Governance Financial statements
Discount rates and terminal growth rates applied in the calculation of the value in use:
2021
B&S
Liquors
B&S
Beauty
B&S
Personal
Care
B&S
Food
B&S
Health
B&S
Retail
Discount rate 7.4% 8.1% 8.0% 7. 8% 8.7% 8.6%
Terminal growth rate 0.5% 0.5% 0.5% 0.5% 0.5% 0.5%
Thediscountraterepresentsthecurrentmarketassessmentoftherisksspecictoeach
cash-generating unit, taking into account the time value of money and individual risks of
theunderlyingassetsthathavenotbeenincludedinthecashowestimate.
The discount rate is based on the weighted average cost of capital (WACC) that is
relevant to the assets of the cash-generating unit. The WACC consists of the cost of
equity and the costs of debt. The beta factors are evaluated annually and are based on
the publicly available Market data and differ per cash-generating unit. The (interest) risk
per country is taken into account based on the revenue per country, based on publicly
available country risk premium.
assumptions are inherently uncertain and may ultimately differ from actual amounts.
The impairment testing for 2021 did not result in impairments for this CGU (2020: nil).
B&S Retail
The recoverable amounts of the cash-generating unit is determined based on a value in
usecalculationwhichusescashowprojectionsbasedonnancialbudgetsand
nanciallong-termplansapprovedbytheExecutiveBoardcoveringave-yearperiod,
and a discount rate of 8.6 per cent per annum (2020: 7.5 per cent per annum). Increases
in market volume (due to increase of population and rising consumption) have been
taken into consideration as well as the scarcity of products, growing market pressure on
prices, government-induced or otherwise. Assumptions for average selling prices and
cost of sales are based on historical experience and expectations of future changes in
the market. The global outbreak of Covid-19 has affected the Group’s results,
consolidatedstatementofnancialpositionandcashowspresentedinthese
consolidatednancialstatements.Theimpactofthepandemichasbeenexplicitly
notable within the Travel Retail Industry and as such in our B&S Retail Segment.
The projected turnover levels applied in the value in use calculations are, amongst
others,dependentontherecoveryininternationalairtrafc.Managementhasapplied
bothgeneralmarketTrafcForecast(e.g.AirportsCounsilInternational“ACI”)aswellas
airportspecicinformationwhenavailable.Cashowsbeyondtheve-yearperiodhave
been calculated using a steady 0.5 per cent (2020: 0.5 per cent) terminal growth rate.
ThisgrowthratedoesnotexceedtheinationrateformarketsintheterritoriesB&S
operates in. Company’s assumptions used in the recoverable amount calculations,
such as capital expenditure and other assumptions are inherently uncertain and may
ultimately differ from actual amounts. The impairment testing for 2021 did not result in
impairments for this CGU (2020: nil).
147
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Governance Financial statements
Impairment loss
The indicated impairment loss for B&S Food is allocated as follows:
x € 1,000 2021 2020
Goodwill
12 500 -
Other intangible assets
13 56 -
Property, plant and equipment
14 1,987 -
Right-of-use assets
24 7,650 -
10,193 -
Impairment loss
The goodwill attributed to the CGU B&S Food of € 500,000 has been impaired as at
December 31, 2021. The impairment loss on goodwill and the indicated non-current
assets has been included in the line-item impairment of non-current assets.
Sensitivity to changes in assumptions
The Group has conducted an analysis of the sensitivity of the impairment test model to
changes in the key assumptions used to determine the recoverable amount for each of
the cash-generating units to which goodwill is allocated. The realisable value is
inuencedbyfactorssuchasprojectionsoffutureeconomicconditionsandexpectations
regarding market developments and operations. The estimates made for these factors
maychangeovertime,whichcouldleadtoimpairmentrecognisedasaprotorlossin
the income statement. The recoverable amount also depends on the discount rate used,
which is based on an estimate of the weighted average cost of capital for the unit
concerned.
The following aspects provide an indication of the sensitivity of the impairment tests to
changes in key assumptions used:
Ifthediscountrateisassumedtobe1%higherthanappliedintheseparate
impairment tests, no impairments would have been required for the cash-
generating units B&S Liquors, B&S Beauty, B&S Personal Care, B&S Health and
B&S Retail.
Iffutureannualsalesgrowthrateisset5%lowerthanappliedintheseparate
impairment tests, whilst maintaining cost levels on the original assumptions,
no impairments would have been required for the cash-generating units
B&S Liquors, B&S Beauty, B&S Personal Care, B&S Health and B&S Retail.
grossmarginsweretoshowadecreaseof1%overthecomingyears,while
maintaining the other assumptions applied in the separate impairment tests,
no impairments would have been required for the cash-generating units
B&S Liquors, B&S Beauty, B&S Personal Care, B&S Health and B&S Retail.
148
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Governance Financial statements
13 Other intangible assets
Theotherintangibleassetscanbespeciedasfollows:
x € 1,000 31.12.2021 31.12.2020
Software 12,610 14,370
Brand names 2,953 3,110
Concessions 837 944
Customer portfolios 6,460 7,603
Supplier portfolios 23,717 26,157
Private labels 5,979 6,336
Other 1,505 1,738
54,061 60,258
x € 1,000 31.12.2021 31.12.2020
The Netherlands 23,218 27,319
Rest of the world 30,843 32,939
54,061 60,258
Intangibleassetsareamortisedovertheirusefuleconomiclife,denedatthemomentof
acquisition.Theseintangibleassetsareamortisedbetween10%and33%.Similarasin
the previous year, no intangible assets have been pledged as security for liabilities.
149
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Governance Financial statements
Themovementscanbespeciedasfollows:
x € 1,000 2021
Software Brand names Concessions Customer
portfolios
Supplier
portfolios
Private
labels
Other Total
At cost:
Balance as at January 1, 22,958 5,011 6,004 9,595 37,840 8,177 4,845 94,430
Additions 2,474 153 - - - - 22 2,649
Acquired in business combinations - - - 297 - - - 297
ReclassicationfromPP&E 146 - - - - - - 146
Impairment loss (5) - - (51) - - - (56)
Foreign currency translation 251 214 - - 2,349 682 287 3,783
Disposals - (48) - - - - - (48)
25,824 5,330 6,004 9,841 40,189 8,859 5,154 101,201
Accumulated amortisation:
Balance as at January 1, (8,588) (1,901) (5,060) (1,992) (11,683) (1,841) (3,107) (34,172)
ReclassicationfromPP&E (88) - - - - - - (88)
Foreign currency translation (158) (58) - - (529) (320) (189) (1,254)
Amortisation (4,380) (418) (107) (1,389) (4,260) (719) (353) (11,626)
(13,214) (2,377) (5,167) (3,381) (16,472) (2,880) (3,649) (47,140)
Balance as at December 31, 12,610 2,953 837 6,460 23,717 5,979 1,505 54,061
150
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Governance Financial statements
x € 1,000 2020
Software Brand names Concessions Customer
portfolios
Supplier
portfolios
Private labels Other Total
At cost:
Balance as at January 1, 18,743 4,783 6,004 9,368 40,438 8,932 5,152 93,420
Additions 5,602 461 - - - - 10 6,073
Acquired in business combinations 143 - - 227 - - - 370
Foreign currency translation (278) (233) - - (2,598) (755) (317) (4,181)
Disposals (1,252) - - (1,252)
22,958 5,011 6,004 9,595 37,840 8,177 4,845 94,430
Accumulated amortisation:
Balance as at January 1, (5,275) (1,504) (4,286) (651) (7,982) (1,117) (2,857) (23,672)
Acquired in business combinations (103) - - - - - - (103)
Disposals 1,251 1,251
ReclassicationfromPP&E (25) (25)
Foreign currency translation 157 48 - - 325 364 192 1,086
Amortisation (4,593) (445) (774) (1,341) (4,026) (1,088) (442) (12,709)
(8,588) (1,901) (5,060) (1,992) (11,683) (1,841) (3,107) (34,172)
Balance as at December 31, 14,370 3,110 944 7,603 26,157 6,336 1,738 60,258
151
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Governance Financial statements
14 Property, plant and equipment
Property,plantandequipmentcanbespeciedasfollows:
x € 1,000 31.12.2021 31.12.2020
Land and property 16,184 17,316
Equipment 15,157 13,131
Other 6,737 6,880
38,078 37,327
x € 1,000 31.12.2021 31.12.2020
The Netherlands 31,208 31,080
Rest of the world 6,870 6,247
38,078 37,327
152
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Governance Financial statements
Themovementscanbespeciedasfollows:
x € 1,000 2021
Land and property Equipment Other Total
At cost:
Balance as at January 1, 47,951 39,798 27,397 115,146
Additions 1,464 6,762 2,236 10,462
Acquired in business combinations - - 29 29
Foreign currency translation 10 312 606 928
Impairment loss (487) (1,258) (242) (1,987)
ReclassicationtoOtherintangibleassets - - (146) (146)
ReclassicationwithinPP&E - (299) 299 -
Disposals (213) (224) (742) (1,179)
48,725 45,091 29,437 123,253
Accumulated depreciation:
Balance as at January 1, (30,635) (26,667) (20,517) (77,819)
Acquired in business combinations - - (5) (5)
Disposals 113 128 627 868
Foreign currency translation (10) (218) (450) (678)
ReclassicationtoOtherintangibleassets - - 88 88
ReclassicationwithinPP&E - 19 (19) -
Depreciation (2,009) (3,196) (2,424) (7,629)
(32,541) (29,934) (22,700) (85,175)
Balance as at December 31, 16,184 15,157 6,737 38,078
153
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Governance Financial statements
x € 1,000 2020
Land and property Equipment Other Total
At cost:
Balance as at January 1, 44,821 38,858 27,380 111,059
Additions 3,141 1,793 2,477 7,411
Acquired in business combinations - 32 21 53
Foreign currency translation (11) (315) (546) (872)
ReclassicationwithinPP&E (127) 127 -
Disposals - (443) (2,062) (2,505)
47,951 39,798 27,397 115,146
Accumulated depreciation:
Balance as at January 1, (28,801) (22,860) (20,086) (71,747)
Acquired in business combinations - (17) (9) (26)
Disposals - 444 1,968 2,412
Foreign currency translation 10 195 469 674
ReclassicationtoOtherintangibleassets 25 25
ReclassicationwithinPP&E (165) 165 -
Depreciation (1,844) (4,264) (3,049) (9,157)
(30,635) (26,667) (20,517) (77,819)
Balance as at December 31, 17,316 13,131 6,880 37,327
The depreciation rates applied are as follows:
Land 0%
Property 5%
Equipment 10%-20%
Other 12.5%-20%
Unlike previous year, no property, plant and equipment has been pledged as security for
non-current loans and borrowings and current liabilities provided by credit institutions.
154
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Governance Financial statements
Next Generation Parfums B.V.:
x € 1,000 31.12.2021 31.12.2020
Current assets 4,069 2,521
Non-current assets 3,666 2,729
Current liabilities 718 310
Non-current liabilities 4,196 2,488
Turnover 7,977 6,395
Prot(loss)fortheyear 389 783
Net assets of the associate 2,821 2,452
Carrying amount of the Group's interest 1,603 1,409
STG Logistica Y Depositos S.L.:
x € 1,000 31.12.2021 31.12.2020
Current assets 101 119
Non-current assets 117 101
Current liabilities 82 86
Non-current liabilities 150 150
Turnover 630 621
Prot(loss)fortheyear (1) -
Net assets of the associate (14) (16)
Carrying amount of the Group's interest 2 2
15 Investments in associates
Investmentsinassociatedcompaniescanbespeciedasfollows:
x € 1,000 2021 2020
Balance as at January 1, 2,630 2,517
Shareofprotofassociatedcompanies 159 305
Foreign currency translation (6) (177)
Other changes - (15)
Balance as at December 31, 2,783 2,630
The principal associated companies of the Group are as follows:
2021 2020
Comptoir & Clos SAS, France
(in liquidation) 50% 50%
Next Generation Parfums B.V.,
the Netherlands 50% 50%
STG Logistica Y Depositos S.L., Spain 50% 50%
Capi-Lux South Africa (PTY) Ltd., South
Africa 49% 49%
These companies have the same principal activities as the Group. The aggregate
nancialdataoftheprincipalassociatedcompaniesareshownbelow,brokendowninto
total assets and liabilities and the most important items in the income statement.
155
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Governance Financial statements
This item consists of the following loans as at December 31, 2021:
In 2019 the Company granted a loan to a minority shareholder for the original
amountof€1,088,000.Theapplicableinterestrateis3,5%.Theloanwillberepaid
in total within seven years. No securities have been provided.
In 2020 the Company granted a loan to an associate, STG Logistica Y Depositos
S.L., for the original amount of € 150,000, no maturity date has been set.
Theapplicableinterestrateis10%.Nosecuritieshavebeenprovided.
In 2020 the Company granted a loan to a third party for the original amount of
€242,000,nomaturitydatehasbeenset.Theapplicableinterestrateis10%.
No securities have been provided.
17 Deferred tax assets
Themovementsinthedeferredtaxassetscanbespeciedasfollows:
x € 1,000 2021 2020
Balance as at January 1, 1,417 366
Additions 1,458 -
Transferto/fromprotorloss (574) 1,049
Foreign currency translation (1) 2
Balance as at December 31, 2,300 1,417
Capi-Lux South Africa (PTY) Ltd.:
x € 1,000 31.12.2021 31.12.2020
Current assets 2,595 2,581
Non-current assets 142 140
Current liabilities 328 236
Turnover 1,937 2,204
Prot(loss)fortheyear (72) (140)
Net assets of the associate 2,409 2,485
Carrying amount of the Group's interest 1,178 1,220
16 Receivables
Thereceivablescanbespeciedasfollows:
x € 1,000 2021 2020
Balance as at January 1, 1,444 3,520
Acquired in business combinations - (1,650)
New loans issued - 392
Repayments (210) (818)
Balance as at December 31, 1,234 1,444
156
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Governance Financial statements
19 Trade receivables
Thetradereceivablescanbespeciedasfollows:
x € 1,000 31.12.2021 31.12.2020
Trade receivables 197,345 198,313
Allowance for doubtful debts (2,307) (2,685)
195,038 195,628
Theallowancefordoubtfulreceivablesprovidesafairreectionoftheriskofnoneorlate
payments at the balance sheet date. Accordingly the carrying amount of the trade
receivables is approximately equal to its fair value. The provision has been recognised at
nominal value, given its current nature. An allowance for doubtful debts was formed
duringthenancialyearamountingto€342,000(2020:€1,975,000)thatwaschargedto
theprotorloss.Nointerestischargedonpastduetradereceivables.
Themovementintheallowancefordoubtfuldebtscanbespeciedasfollows:
x € 1,000 2021 2020
Balance as at January 1, 2,685 769
Acquired in business combinations - 7
Transferfromprotorloss 342 1,975
Amounts written off as uncollectable (720) (66)
Balance as at December 31, 2,307 2,685
The deferred tax assets relate to the following items:
x € 1,000 31.12.2021 31.12.2020
Property, plant and equipment 140 171
Intangiblexedassets 29 29
Right-of-use assets 1,883 321
Carry forward interest costs - 491
Other 248 405
2,300 1,417
18 Inventory
Theinventorycanbespeciedasfollows:
x € 1,000 31.12.2021 31.12.2020
Value of trade goods 322,542 274,196
Prepayments on trade inventory 65,539 40,480
Provision for obsolescent inventory (6,318) (6,403)
381,763 308,273
The amount of the write-down during 2021 amounts to € 1,744,000 (2020: € 2,136,000)
andhasbeenrecognisedinthestatementofprotorlossasaloss.Unlikepreviousyear,
no inventories have been pledged as a security for non-current loans and borrowings
and current liabilities provided by credit institutions. The cost of inventories recognised as
an expense during the year in respect of continuing operations was € 1,460 million
(December 31, 2020: € 1,477 million).
157
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Governance Financial statements
20 Share capital
Refer to the consolidated statement of changes in equity for information on the
composition, amount and changes of equity. Details of the share capital are set out
below. Information on other elements of equity (reserves) is set out in the next note.
Issued share capital
The issued share capital as at December 31, 2021 amounted to € 5,050,639.26 and
consists of 84,177,321 Ordinary shares with a nominal value of € 0.06 each. Since March
23, 2018 the Company is listed on the Amsterdam Stock Exchange. There have been no
movements in the share capital in both 2021 and 2020.
Share-based payment
As per March 23, 2018, a group of managers has received a share incentive amounting
to € 4.5 million from the pre-IPO shareholders of B&S Group S.A., Sarabel Invest S.à r.l.
and Lebaras Belgium BVBA. A number of existing Ordinary Shares (310,345)
representing a total amount of € 4.5 million as per March 23, 2018, have been provided
to Stichting Administratiekantoor B&S Participations (STAK). The Ordinary Shares
referred to will be held by the STAK and depositary receipts for such Ordinary Shares
have been issued to the managers pro rata to their respective entitlements.
Five years following March 23, 2018, the managers will be entitled to acquire the
underlying Ordinary Shares from the STAK for no consideration. In the event any of the
managersceasestobeemployedbyB&SGroupS.A.priortotheperiodofvevesting
yearshavingbeenlapsed,theOrdinarySharesheldbytheSTAKforhisbenetwillbe
transferred back to the pre-IPO shareholders without any compensation. During the
vestingperiodthe€4.5millionwillbechargedtotheconsolidatedstatementofprotor
loss.
The working capital tied up in trade receivables is expressed in Days of Sales
Outstanding (DSO). The average DSO for 2021 was 38 days (2020: 38). The provision
for doubtful receivables, taking into account the expected lifetime losses following the
simpliedapproachasperIFRS9,relatesentirelytotradereceivablespastthe
contractually agreed due date for payment. Items that are considered doubtful have been
fully provided for. Estimations and assumptions are applied to determine the size of the
provision.Thoseestimatesandassumptionsarebasedonageanalysisandspecic
developments in terms of market conditions and credit risks. In the judgement of the
Group, the credit quality for receivables past due at the balance sheet date but not
providedforissufcient.
The age of the receivables that are past due but not impaired are as follows:
x € 1,000 31.12.2021 31.12.2020
Trade receivables less than 30 days due 26,042 29,854
Trade receivables between 30 and 60 days
due 14,897 8,413
Trade receivables more than 60 days due 12,183 7,591
53,122 45,858
Trade receivables disclosed above include amounts that are past due at the end of the
reporting period for which the Group has not recognised an allowance for doubtful debts
becausetherehasnotbeenasignicantchangeincreditqualityandtheamountsare
still considered recoverable. Based on an individual assessment of all the due
receivables it was concluded that impairment was not required for these receivables due
tothecreditqualitynotbeingsignicantlychanged.
The tax receivables include an amount of € 5,700,000 with a possible long-term
character. The maturity period of all other receivables is less than one year.
158
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Governance Financial statements
Retained earnings
Theretainedearningscompriseallcumulativeprotorlossmovementslesscumulative
changes.Themovementcanbespeciedasfollows:
x € 1,000 2021 2020
Balance as at January 1, 255,618 236,704
Protfortheperiod 38,471 21,697
Dividend to the owners of the Company (8,418) -
Transactions under common control
(note 33) (34,256) (681)
Share-based payments 900 900
Other changes - (79)
252,315 258,541
Fair value adjustment non-current liabilities 7,004 (2,923)
Balance as at December 31, 259,319 255,618
Proposed appropriation of the result for 2021
The Executive Board proposes to pay a dividend of € 15,152,000 and to add
€ 23,319,000 to the reserves.
Thisproposedappropriationhasnotbeenaccountedforintheconsolidatednancial
statements.
Prot appropriation 2020
The2020consolidatednancialstatementswereapprovedduringtheGeneralMeeting
onMay18,2021.TheGeneralMeetingapprovedtheproposedprotappropriation.
21 Reserves
Direct changes in equity are recognised net of tax effects. The following elements of
reservescanbespeciedasfollows:
Cash ow hedge reserve
Thecashowhedgereserverepresentsthecumulativeamountofgainsandlosseson
hedginginstrumentsdeemedeffectiveincashowhedges.Thecumulativedeferred
gainorlossonthehedginginstrumentisrecognisedinprotorlossonlywhenthe
hedgedtransactionimpactstheprotorloss,orisincludeddirectlyintheinitialcostor
othercarryingamountofthehedgednon-nancialitems(basisadjustment).
Themovementcanbespeciedasfollows:
x € 1,000 2021 2020
Balance as at January 1, 1,066 643
Effective portion of changes in fair value of
cashowhedges (1,097) 423
Balance as at December 31, (31) 1,066
Reserve for translation differences
The reserve for translation differences comprises all cumulative translation differences
arisingfromthetranslationofthenancialstatementsofactivitiesincurrenciesother
thantheeuro.Thereserveisnotfreelydistributable.Themovementcanbespeciedas
follows:
x € 1,000 2021 2020
Balance as at January 1, (5,360) 273
Foreign currency translation through OCI 5,185 (5,633)
Balance as at December 31, (175) (5,360)
159
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Governance Financial statements
Themovementinthenon-controllinginterestcanbespeciedasfollows:
x € 1,000 2021 2020
Balance as at January 1, 50,527 49,096
Shareofprotofassociatedcompanies 16,103 18,941
Foreign currency translation 3,159 (4,258)
Effective portion of changes in fair value of
cashowhedges (15) (9)
Transactions under common control (15,178) (1,619)
Dividend paid to non-controlling interest (11,986) (13,262)
Reservestransferredtoprotright
certicates - (292)
42,610 48,597
Reclassicationto'Othernon-current
liabilities' (3,503) 1,930
Balance as at December 31, 39,107 50,527
Thereclassicationto‘Othernon-currentliabilities’relatestothe25%non-controlling
interest in FNet Acquisition Company LLC. Reference is made to note 28 for further
detailsonthisreclassication.
22 Non-controlling interest
The non-controlling interest consist of the third-party share in the following companies:
31.12.2021 31.12.2020
J.T.G. Holding B.V., the Netherlands - 24.62%
J.T.G. WWL S.à r.l., G.D. Luxembourg 8.21% 24.62%
Topbrands Europe B.V., the Netherlands 32.83% 32.83%
FNet Acquisition Company LLC, Delaware,
United States 25% 25%
FNC International B.V., the Netherlands 25% 25%
B&S HTG B.V., the Netherlands 5% 5%
Lagaay Medical Group B.V., the Netherlands 30% 30%
Europort Groep B.V., the Netherlands 20% 20%
J.T.G. Distribution HK Ltd, Hong Kong 22.50% 22.50%
B&S Beauty B.V., the Netherlands 5% -
Prot Rights:
B&S Investments B.V., Delfzijl, the
Netherlands 100% 100%
160
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Governance Financial statements
23 Loans and borrowings
Theloansandborrowingscanbespeciedasfollows:
x € 1,000 31.12.2021 31.12.2020
Borrowings from banks 177,956 46,496
Borrowings from third parties 3,000 3,000
Non-current liabilities 180,956 49,496
Unsecured borrowings from banks 58,810 166,393
Borrowings from banks due within one year 1,115 11,737
Current liabilities 59,925 178,130
x € 1,000 31.12.2021 31.12.2020
Interest Year of maturity %Nominal
interest rate
Maximum
amount
Nominal
value
Carrying
amount
Maximum
amount
Nominal
value
Carrying
amount
Unsecured bank loans variable
1,2
2024 1.0% 175,000 175,000 174,016 - - -
Unsecured revolving credit facilities variable
1,2
2024
3
1.3% 145,000 48,633 48,113 - - -
Unsecured overdraft facilities variable
1,2
Until further notice 1.2% 290,000 8,000 8,000 - - -
Other bank loans xed 2022-2025 1.7% 5,055 5,055 5,055 57,867 57,867 57,867
Other revolving credit facilities variable
2
2022 1.7% 10,650 2,697 2,697 258,000 100,752 100,752
Secured overdraft facilities variable
2
2021 1.7% - - - 225,000 65,641 65,641
Borrowings from third party when conditions are met 0% 3,000 3,000 3,000 3,366 3,366 3,366
Total loans and borrowings 628,705 242,385 240,881 544,233 227,626 227,626
Lease liabilities 2022-2037 1.7% 58,344 56,698
Lease liabilities due within one year 1.7% 11,035 10,034
Total interest bearing loans and
borrowings 628,705 310,260 544,233 294,358
1
BasedoncovenantswithnancialinstitutionsandtheGroup’sleverageratio.
2
Reference rate depending on the currency drawn: EURIBOR, SOFR, SONIA, TONAR, EIBOR.
3
Two extensions options of one year each.
161
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Governance Financial statements
Thequarterlytestednancialcovenantsforthenewnancialagreementsapplicableto
the Group are:
A maximum of 4.0 of Total Net Debt / Adjusted EBITDA
A maximum of 4.5 of Total Net Debt / Adjusted EBITDA after a considerable
acquisition
A minimum of 4.0 of Interest Coverage Ratio
AdjustedEBITDAisanon-GAAPmeasurementandisdenedasfollowsinall
applicable agreements:
(a) EBITDA for the last twelve months (the Relevant Period) adjusted by the EBITDA of
a member of the Group acquired during the Relevant Period as if the acquisition
occurredontherstdayofsuchRelevantPeriodand;
(b) excluding the EBITDA attributable to any member of the Group disposed of during
the Relevant Period for that part of the Relevant Period as if the disposal occurred
ontherstdayofsuchRelevantPeriod.
Aspartoftherenancingtheexistingbankloansandtherevolvingcreditfacilitieswere
repaid except for the existing bank loans and the revolving credit facilities for the Spanish
subsidiaries. These Spanish facilities have a maximum amount of € 15.550.000 and will
mature between 2022 and 2025.
For more information about the Group’s exposure to interest rate, foreign currency and
liquidity risk, see note 31.
Borrowings from third parties
Borrowings from third parties exists of two loans of € 1.5 million each. The applicable
interestrateforbothloansis2.5%,butwillonlybecomeapplicableafterfullmentof
certainconditions.Nosecuritiesareprovided.Repaymentisdependentonfullmentof
beforementioned conditions.
Borrowings from banks
AtDecember30,2021,theGroupcompleteditsrenancingeffortsbyrepayingmostof
itspre-existingbankdebtandcentralisedthemajorityofitsnancingagreementsonthe
level of B&S Group S.A. The Group has entered into multiple bilateral term loans and
committedrevolvingcreditfacilitiestoprovidesuretyandmaturitytoitsnancing
portfoliowhilerenewedoverdraftfacilitiescontributetothenecessaryexibilitytocounter
swings in working capital and to provide headroom for potential business opportunities.
ThebilateralagreementsareenteredintowithvemajorEuropeanbanksandare
provided on equal terms and conditions. Long-lasting relationships existed with these
nancinginstitutionsthatallpreviouslyprovidednancingandcashmanagement
solutions to entities within the Group. Unlike with previous borrowings and credit facilities,
no assets have been pledged as security for the loans and borrowings provided. Instead,
guarantees of companies within the Group are provided.
The unsecured bank loans of € 175 million consist out of three fully drawn term loans that
are to be fully repaid at maturity in 2024. These loans form the basis of the debt provided
bynancialinstitutions.
The unsecured revolving credit facilities of € 145 million have all been entered into for
three years until 2024. The Group holds two extension options of one year each, possibly
prolonging the agreements until 2026. These unsecured revolving credit facilities are
drawn on demand utilising multicurrency ancillary facilities.
Theunsecuredoverdraftfacilitiesof€290millionareprovidedonan‘untilfurthernotice’
basisbythenancialinstitutionsandprovidetheGroupwithnecessaryheadroomand
exibility.Similartotherevolvingcreditfacilities,theyaredrawnondemandusing
ancillary facilities. To support future growth and liquidity needs, the unsecured overdraft
facilities could possibly be converted to revolving credit facilities when utilisation has
become structural.
162
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Governance Financial statements
The Group leases several assets including buildings and vehicles. The average
remaining lease term is 4 years. At December 31, 2021, the Group is committed to € 1.2
millionforshort-termleases.Thetotalcashoutowforleasesamountsto€12.2million.
Themovementsintheleaseliabilitiescanbespeciedasfollows:
x € 1,000 2021 2020
Balance as at January 1, 66,732 71,666
Additions 13,051 5,930
Repayments on lease liabilities (11,091) (9,966)
Foreign currency translation 687 (898)
69,379 66,732
Reclassicationto'Currentliabilities' (11,035) (10,034)
Balance as at December 31, 58,344 56,698
Thematurityandrelatedvalueofleaseliabilitiescanbespeciedasfollows:
x € 1,000 31.12.2021
< 1 year 1 <> 5 years > 5 years Total
Lease liabilities 11,035 34,308 24,036 69,379
11,035 34,308 24,036 69,379
TheGroupdoesnotfaceasignicantliquidityriskwithregardtoitsleaseliabilities.
Lease liabilities are monitored within the Group’s treasury function.
24 Leases
Theleasescanbespeciedasfollows:
x € 1,000 31.12.2021 31.12.2020
Property 58,537 64,565
Vehicles 2,143 1,510
60,680 66,075
ThemovementsintheGroup’sright-of-useassetscanbespeciedasfollows:
x € 1,000 2021 2020
Balance as at January 1, 66,075 71,498
Additions 13,051 5,930
Impairment loss (7,650) -
Depreciation right-of-use assets (11,455) (10,580)
Foreign currency translation 659 (773)
Balance as at December 31, 60,680 66,075
x € 1,000 31.12.2021 31.12.2020
The Netherlands 43,708 56,227
Rest of the world 16,972 9,848
60,680 66,075
163
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Governance Financial statements
Thematurityandrelatedvalueofthedeferredtaxliabilitiescanbespeciedasfollows:
x € 1,000 31.12.2021
< 1 year 1 <> 5 years > 5 years Total
Deferred tax liabilities 1,885 7,112 1,969 10,966
1,885 7,112 1,969 10,966
The deferred tax liabilities relate to the following items:
x € 1,000 31.12.2021 31.12.2020
Property, plant and equipment 1,500 88
Intangiblexedassets 8,934 9,999
Other 532 597
10,966 10,684
26 Retirementandotheremployeebenetobligations
The movements for the provision can be summarised as follows:
x € 1,000 2021 2020
Balance as at January 1, 1,001 893
Paidduringthenancialyear (20) (209)
Transferto/fromprotorloss 378 317
Balance as at December 31, 1,359 1,001
Theamountsrecognisedintheprotorlosscanbespeciedasfollows:
x € 1,000 2021 2020
Depreciation expenses on right-of-use
assets (Property) 10,573 9,683
Depreciation expenses on right-of-use
assets (Vehicles) 882 897
Impairment loss on right-of-use assets
(Property) 7,650 -
Interest expense on lease liabilities 1,139 1,230
Expenses relating to short-term leases and
leases of low value assets 1,189 1,585
21,433 13,395
25 Deferred tax liabilities
Themovementindeferredtaxliabilitiescanbespeciedasfollows:
x € 1,000 2021 2020
Balance as at January 1, 10,684 12,986
Acquired in business combinations 75 57
Addition 1,458 -
Transfertoprotorloss (1,823) (1,904)
Foreign currency translation 572 (702)
Reclassicationfrom'Currentcorporate
income tax liability' - 247
Balance as at December 31, 10,966 10,684
164
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Governance Financial statements
Accordingtothepensionplantheemployerhastheobligationtopayaxedannual
premiumtothepensionfundoftwo-thirdof22%ofthepensionbase,theremaining
one-third is paid by the employee. The return on the contribution payments has not been
guaranteed. The only liability for the employer is to pay the annual premium as the
employer has no obligation to pay additional contributions, neither to compensate for
inationnortosupplementincasethefunddoesnotholdsufcientassetstofundthe
pension obligations. In the last case, the fund would need to take other measures to
restore its solvency, such as reductions of the entitlements of the plan members.
The pensionable salary accommodated by Hnpf is limited to € 112,189 (2020: € 110,111).
The pension base is the difference between the pensionable (current) salary of the
employeeandthestateretirementbenet.Hnpfhasstatedthatthefundingratiois
102.9%atDecember31,2021(2020:98.8%).
BasedonIAS19,thePensionPlanassuchisaccountedforasadenedcontribution
plan.TheGrouppresentstheemployercontributionintheprotorlossitem“Personnel
costs”.
Industry pension schemes ‘Bedrijfstakpensioenfonds voor de Detailhandel’
PursuanttotheDutchpensionsystemthisplanisnancedbycontributionstoan
industry pension fund. Participation in the industry pension fund is required by the
collective labour agreement applicable to Koninklijke Capi-Lux Holding B.V, Anker
Amsterdam Spirits B.V. and Square Dranken Nederland B.V.
Therelatedaccruedentitlementsarealwaysfullynancedintherelatedcalendaryear
through – at least – cost effective contribution payments. The pension plan is a career
average plan including – for both active and inactive participants (former employees not
yet retired and retired persons) – conditional granting of supplements. The granting of
supplements depends on it the investment return.
The provision for pension obligations consists of a provision for pensions of former
personnel that have taken effect and are valued at fair value. The maturity of these
obligationsislessthanveyears.
This provision also includes an end-of-service indemnity payable to employees at the
reporting date in accordance with the U.A.E. labour laws, and is based on current
remuneration and cumulative years of service at the reporting date. This provision is
consideredasadenedbenetplan.Totalamountofend-of-serviceindemnityprovision
as per 2021 was € 440,000 (2020: € 320,000).
Dened contribution plans
TheCompanyoperatesdenedcontributionretirementbenetplansforallqualifying
employees. The assets of the plans are held separately from those of the Company in
funds under the control of trustees. When employees leave the plans prior to full vesting
of the contributions, the contributions payable by the Company are reduced by the
amount of forfeited contributions.
Thetotalexpenserecognisedintheprotorlossof€4,615,000(2020:€4,680,000)
representscontributionspaidorpayablebytheGroupatratesspeciedintherulesof
the plans. As at December 31, 2021, contributions of € 512,000 (2020: € 375,000) due in
respect of the 2021 (2020) reporting period had not been paid over to the plans and
hence were included in the short-term liabilities. These amounts were paid after the end
of the reporting period.
Pension plan pension fund “Stichting Het nederlandse pensioenfonds”
UntilAugust2020,theGroupoperateddenedcontributionretirementbenetplansfor
employeesforwhomthebenetplanwasaccommodatedbythecompanypensionfund
“StichtingPensioenfondsB&S”(alsoreferredtoas‘Companypensionfund’).
Thedenedcontributionplan(PensionPlan)wasadministeredbyafundthatislegally
separated from the entity. On August 1st, 2020, Stichting Pensioenfonds B&S,
transferred the pension entitlements of all participants to “Stichting Het nederlandse
pensioenfonds (Hnpf)”.
165
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Governance Financial statements
27 Other provisions
Themovementsinthe‘Otherprovisions’canbespeciedasfollows:
x € 1,000 2021 2020
Balance as at 1 January 1,500 -
Transferredtoprotorloss (498) 1,500
Balance as at 31 December 1,002 1,500
This item comprises of a provision for an onerous concession contract within the Retail
segment. Based on the contractual minimum guaranteed rental amounts combined with
the passenger expectations during the remaining contracted years, management does
expect a loss of € 1.0 million resulting from operating under the terms of this concession
contract.Theprovisionwillbereleasedtotheprotorlossgraduallyovertheremaining
years of the contract.
Theannualaccrualofthepensionentitlementsamountsto1.4%ofthepensionable
salary that is based on the gross wage net of a deductible (of € 14.447). The pensionable
salaryiscapped(at€58,311).Theannualemployer-paidcontributionis24.75%ofwhich
6.1%iscontributedbytheemployee.Basedonthefundingratioandexpectedreturns
the board of the industry pension fund sets the contribution on a yearly basis.
Therelatedindustrypensionfundhasstatedthatthefundingratiois119.2%attheend
of2021(2020:111.0%).Basedontheadministrativeregulationsthegrouphasno
obligationtomakeadditionalcontributionsintheeventofadecitotherthanthrough
higher future contributions.
BasedonIAS19,thePensionPlanassuchisaccountedforasadenedcontribution
plan.TheGrouppresentstheemployercontributionintheprotorlossitem“Personnel
costs”.
Other dened benet plans
Inseveralcountries,denedbenetplansareinplace.Howeverduetothelimited
numberofemployeesandlimitednancialrisktheseplansareaccountedforasdened
contribution plans. Pension plans for which the pension fund cannot provide data on an
individualcompanybasisare,inlinewithIAS19,accountedforasadenedcontribution
plans. In 2021 the premium related to these plans charged to the consolidated statement
ofprotorlossamountsto€304,000(2020:€347,000).
166
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Governance Financial statements
(effectively October 29, 2028). The put and call options have a similar strike price and
exercise date and as such a liability exists. The exercise prices are dependent on the
EBITDA realised in the 12 months preceding the exercise date and a multiple that is
dependent on the EBITDA growth rate in the years prior to the exercise date.
Thenon-controllinginterestisreclassiedtootherliabilities(long-term)attheendof
each reporting period and valued at fair value, being the value of the expected future
consideration discounted against long term US government bond yields plus a company
specicmark-up.Assuch,apartfromthediscountrate,thefairvaluemeasurementis
derived from valuation techniques that include inputs that are not based on observable
market data. The fair value adjustments are recognised in retained earnings.
Subsidy (IPR)
Themovementsin‘Subsidy(IPR)’canbespeciedasfollows:
x € 1,000 2021 2020
Balance as at January 1, 721 756
Installments (34) (35)
687 721
Reclassicationto‘Currentliabilities’ (35) (35)
Balance as at December 31, 652 686
This item comprises an “InvesteringsPremieRegeling (IPR)” subsidy with an original
amount of € 1,264,000 which is being reduced with € 35,000 per year and released to
theprotorloss.
28 Other liabilities
Theotherliabilitiescanbespeciedasfollows:
x € 1,000 2021 2020
Option FragranceNet 38,349 41,850
Subsidy (IPR) 652 686
Contingent consideration Lagaay - 191
Share appreciation rights 75 -
Other non-current liabilities 13 -
39,089 42,727
Option FragranceNet
Themovementsin‘OptionFragranceNet’canbespeciedasfollows:
x € 1,000 2021 2020
Balance as at January 1, 41,850 40,857
Reclassicationfrom'Non-controlling
interest' 3,503 (1,930)
45,353 38,927
Fair value adjustment (7,004) 2,923
Balance as at December 31, 38,349 41,850
lnOctober2018theGroupacquired75%ofthesharesofFNetAcquisitionCompany
LLC,theestablished100%parentcompanyofFragranceNet.com,Inc.Aspartofthe
acquisition,twoputandtwocalloptionshavebeenwrittenontheremaining25%ofthe
shares.Theexercisedateofthe“rsttranche”,aputandcalloptiononeffectively12,5%
of the FNet Acquisition Company LLC shares, is 5 years after closing date. The exercise
dateoftheoptionsontheremaining12,5%ofsharesis10yearsafterclosingdate
167
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Governance Financial statements
The inputs used in the measurement of the fair values at grant date and measurement
date of the SARs were as follows:
2021 Grant date 22.02.2021
Fair value € 1.86 € 2.56
Share price € 7.10 € 7.34
Exercise price € 7.34 € 7.34
Expected volatility (weighted-average) 53.10% 59.36%
Expected life (weighted-average) 2.17 years 3.00 years
Expected dividends 2.00% 2.00%
Risk-free interest rate (based on
government bonds) (0.670) (0.456)
Expected volatility has been based on an evaluation of the historical volatility of the
Company’s share price, particularly over the historical period commensurate with the
expected term. The expected term of the instruments has been based on historical
experience and general option holder behaviour.
29 Other current liabilities
Theothercurrentliabilitiescanbespeciedasfollows:
x € 1,000 2021 2020
To be paid for additional shares J.T.G.
Holding B.V. and J.T.G. W.W.L. S.à r.l. 38,500 -
Other Current liabilities 27,669 27,315
66,169 27,315
Contingent consideration Lagaay
Themovementsin‘ContingentconsiderationLagaay’canbespeciedasfollows:
x € 1,000 2021 2020
Balance as at January 1, 401 546
Paidduringthescalyear (210) -
Transfertoprotorloss (191) (210)
Charged interest - 65
- 401
Reclassicationto'Currentliabilities' - (210)
Balance as at December 31, - 191
This contingent consideration relates to the acquisition of Lagaay Medical Group B.V.
Share appreciation rights (cash-settled)
On February 22, 2021, the Group granted 145,000 share appreciation rights (SARs) to
the CEO and CFO that entitle them to a cash payment after three years of service.
All SARs are still outstanding at year-end and none have vested yet. The SARs can be
exercised during three years after vesting (from February 22, 2024 to February 22,
2027). The amount of the cash payment is determined based on the increase in the
share price of the Company between grant date and the time of exercise. Total carrying
amount of liabilities for SARs as per December 31, 2021 is € 75,000. An amount of
€ 75,000 related to the cash-settled share-based payments (SARs) has been recognised
in the personnel costs.
The fair value of the SARs at grant date is determined using the Black-Scholes model.
Thefairvalueoftheliability,classiedasanemployeebenetobligation,isremeasured
at each reporting date and at settlement date.
168
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Governance Financial statements
31 Riskmanagementandnancialinstruments
Financial instruments by category
The following table combines information about:
classesofnancialinstrumentsbasedontheirnatureandcharacteristics;
thecarryingamountsofnancialinstruments;
fairvaluesofnancialinstruments(exceptnancialinstrumentswhencarrying
amount approximates their fair value); and
fairvaluehierarchylevelsofnancialassetsandnancialliabilitiesforwhichfair
value was disclosed.
Fair value hierarchy levels 1 to 3 are based on the degree to which the fair value is
observable:
Level 1 fair value measurements are those derived from quoted prices (unadjusted)
in active markets for identical assets or liabilities;
Level 2 fair value measurements are those derived from inputs other than quoted
prices included within Level 1 that are observable for the asset or liability, either
directly (i.e. as prices) or indirectly (i.e. derived from prices); and
Level 3 fair value measurements are those derived from valuation techniques that
include inputs for the asset or liability that are not based on observable market data
(unobservable inputs).
30 Contingent liabilities and contingent assets
Concession fee
The Group has entered into long-term concession agreements. The maturity of these
agreements varies up to 9 years. The amounts involved are based on the turnover of the
particular agreement.
Guarantees
TheGrouphasissuedguarantees.Theseguaranteescanbespeciedasfollows:
x € 1,000 31.12.2021 31.12.2020
Total maximum level of guarantees facility
granted to the Group 22,500 22,500
Issued guarantees in relation to import
duties 5,683 8,249
Issued guarantees in relation to rental
agreements 2,783 2,530
Other issued guarantees 834 1,468
9,300 12,247
169
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Governance Financial statements
x € 1,000 Amortised cost FVTPL FVTOCI Total 31.12.2021
Level 1 Level 2 Level 3
Financial assets not measured at fair value
Receivables, non-current assets 1,234 - - 1,234
Trade receivables 195,038 - - 195,038
Cash and cash equivalents 12,547 - - 12,547
208,819 - - 208,819
Financial liability measured at fair value
Option FragranceNet - - 38,349 38,349 - - 38,349
Share appreciation rights 75 75 75
- 75 38,349 38,424 - - 38,424
Financial liabilities not measured at fair value
Borrowings, non-current liabilities 180,956 - - 180,956
Lease liabilities 69,379 - - 69,379
Unsecured borrowings from banks 58,810 - - 58,810
Borrowings from banks due within one year 1,115 - - 1,115
Trade payables 106,652 - - 106,652
416,912 - - 416,912
170
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Governance Financial statements
x € 1,000 Amortised cost FVTPL FVTOCI Total 31.12.2020
Level 1 Level 2 Level 3
Financial assets not measured at fair value
Receivables, non-current assets 1,444 - - 1,444
Receivables, current assets - - - -
Trade receivables 195,628 - - 195,628
Cash and cash equivalents 38,870 - - 38,870
235,942 - - 235,942
Financial liability measured at fair value
Option FragranceNet - - 41,850 41,850 - - 41,850
- - 41,850 41,850 - - 41,850
Financial liabilities not measured at fair value
Borrowings, non-current liabilities 49,496 - - 49,496
Lease liabilities 66,732 - - 66,732
Unsecured borrowings from banks 166,393 - - 166,393
Borrowings from banks due within one year 11,737 - - 11,737
Suppliernancearrangements - - - -
Trade payables 102,477 - - 102,477
396,835 - - 396,835
171
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Governance Financial statements
Measurement of fair values
The following tables show the valuation techniques used in measuring Level 2 and Level
3fairvalues,aswellasthesignicantunobservableinputsused:
Type Valuation technique Signicantunobservableinputs Inter-relationshipbetweensignicantunobserv-
able inputs and fair value
measurement
Option
FragranceNet
EBITDA multiplier: The valuation model is based on the EBITDA realized
in the 12 months preceding the exercise date and a multiple that is
dependent on the EBITDA growth rate in the years prior to the exercise
date. The expected future consideration is discounted against long term
USgovernmentbondyieldsplusacompanyspecicmark-up.
Realized EBITDA 12 months preceding the
exercise (December 31, 2021 € 34 million)
Expected EBITDA growth (December 31,
20215.0%)
Discountrate(December31,2021:2.6%
and3.9%)
The estimated fair value would increase
(decrease) if:
•
The EBITDA realized 12 months preceding the
exercise were higher (lower); or
•
The EBITDA growth rate in the years prior to
the exercise date were higher (lower); or
•
The discount rate were lower (higher).
Financial risk management objectives
Asaresultofitsactivities,theCompanyisexposedtovariousnancialrisks.
The Company applies a Group-wide treasury policy for the adequate management of
cashowsandnancingowscombinedwithmanagementoftherelatednancialrisks,
such as currency risks and interest rate risks.
Asummaryofthemainnancialrisksisprovidedbelow.Therisksarelinkedtothe
Company’s core objectives and categorised as currency risks, interest rate risks, credit
risks and liquidity risks. Also mentioned is how the Company manage these risks.
172
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Governance Financial statements
Interest rate risk
TheGroupisexposedtointerestraterisksbecausetheentitiesarenancedbyboth
xedandvariablerateinterestborrowings.
Onthebasisofthenancingpositionasatyear-end2021,B&SGroupS.A.estimates
that an increase of 1 percentage point in the euro money market interest rates would
haveanegativeeffectofapproximately€2.3milliononnetnancecostsandthusthe
result before taxes and a negative effect of € 1.7 million on equity. Fluctuations in
long-term interest rates had a limited direct effect on the result, as the interest rate terms
arexed.
Credit risk
Creditriskistheriskofnanciallossifacustomerorcounterpartyinanancial
instrument fails to meet its contractual obligations. The risk for B&S Group S.A. arises
mainly from trade receivables, for which credit concentration is limited.
The activities of the B&S Retail segment consist mainly of retail activities in exchange for
directcash.TheGrouphasasignicantnumberofcustomersandaccordinglythereis
no material concentration of credit risk.
As the Company trades with a large number of clients around the world, strict internal
policies and guidelines have been drawn-up regarding business agreements with new
clients as well as the setting of payment terms and credit risk management.
The Corporate rule is that trade transactions must be secured, either by payment up
front, insurance or by a secured payment instrument (guarantee or letter of credit). Before
doing business with new clients their creditworthiness is checked by the credit risk
department.
Foreign currency risk
The Group purchases and sells internationally in different currencies however mainly in
USD, GBP and JPY. The Group as such has positions in non-functional currencies
being, purchase and sales obligations (recorded purchase and sales orders) and
forecasted sales (inventory destined to be invoiced in a non-functional currency,
for example inventory destined for a USD market). If B&S Group would not hedge these
positions it would run transactional risk until the moment the cash is received. Since the
Group does not want to be subject to these risks the positions are hedged on a daily
basis. The positions are hedged by maintaining a bank balance in the matching currency.
On a daily basis via spot FX purchases and sales, the bank balance in foreign currencies
is matched with the outstanding exposure following the sales orders, purchase orders
and forecasted sales (inventory).
Foreign currency sensitivity analysis
The Group is mainly exposed to the US Dollar as indicated in the next table. Assuming
theEurohadstrengthened(weakened)3%againsttheUSDollarcomparedtotheactual
2021 rate with all other variables held constant the hypothetical result on income before
taxeswouldhavebeenachangeof€243,000ifnocashowhedgeaccountinghas
beenapplied.A3%increaseordecreaseoftheothercurrenciestheGroupistradingin
wouldnothaveasignicantimpactonboththeincomebeforetaxesandtheequityofthe
Group.
x 1,000 Foreign currency 31.12.2021 31.12.2020
Assets Liabilities Assets Liabilities
USD 426,029 416,864 408,313 236,107
GBP 8,883 7,936 5,857 6,753
JPY 246,012 340,794 339,125 317,095
173
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Governance Financial statements
Theextentoftheriskthatcovenantsagreedwithnancialinstitutionsarebreachedis
tested and reported on a regular basis. With the present Total Net Debt/Adjusted EBITDA
and Interest Coverage Ratio, B&S Group S.A. is comfortably within the covenants
agreedwiththevariousnancialinstitutionsofamaximumTotalNetDebt/Adjusted
EBITDA of 4.0 and a minimum Interest Coverage Ratio of 4.0. These agreed covenants
arethesameforallnancialinstitutionswhoareinvolvedintheborrowingsfrombanks.
A10%decreaseinouroperatingresult(denedforthispurposeasoperatingresult
before depreciation of property, plant and equipment and amortisation of intangible
assets and impairments) would increase Total Net Debt/Adjusted EBITDA by 0.3 points,
at unchanged Net Debt. The Total Net Debt/Adjusted EBITDA covenant agreed with
nancialinstitutionsissetatamaximumof4.0points.Thiscovenantwouldonlybe
breachediftheoperatingresultdecreasesbymorethan36%.
A10%decreaseinouroperatingresultwouldreduceinterestcoverageby1.5points,
at unchanged interest rates on interest-bearing debt. The interest coverage ratio
covenantagreedwithnancialinstitutionsissetataminimumof4.0points.
This covenant would only be breached if the operating result decreases by more than
71%.
The credit risk department also monitors outstanding payments on a daily basis using an
automated and sophisticated credit risk monitoring system. This process meets the
requirementsspeciedbytheinsuranceinstitutions.Therigidhandlingofnewclient
acceptance and payment control means the Company’s debtor risk is fairly limited and
well under control. The average outstanding debt period is less than 60 days, which is
within the limits set by management and acceptable for global trading. As a result of our
stringent debtor policies, debtor write-offs are limited.
Management is aware of the deteriorating creditworthiness of clients in a number of
countries due to Covid-19 related trade issues. Given the outstanding relationship with
their credit insurers the group was able to remain in a good dialogue with their clients and
maintain the required credit insurance lines in place.
Liquidity risk
LiquidityriskistheriskthatB&SGroupS.A.isunabletomeetitsnancialobligationsat
therequiredtime.Liquiditymanagementisbasedontheprinciplethatsufcientliquidity
is maintained in the form of credit facilities or cash and cash equivalents to meet the
obligationsinbothnormalandexceptionalcircumstances.Cashowsareforecasted
within the Group on a regular basis and the extent is determined to which the Group has
sufcientliquidityfortheoperatingactivitieswhilemaintainingsufcientcreditfacilities
(headroom).
AsaresultoftherenancingoftheGroup,aspresentedinnote23,theloansand
borrowings provided, excluding borrowings from third party, amounted to € 626 million as
at December 31, 2021, meaning a headroom of € 388 million under the existing facilities.
Different from previous years is that the available headroom is not subject to borrowing
base restrictions and can be utilised as long as the Company remains within the agreed
covenants.TheCompanythereforehascreditfacilitiesthataresufcientfortheexisting
and expected credit requirements of the Group.
174
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Governance Financial statements
The following table represents the Group’s remaining contractual maturity for its
non-derivativenancialliabilitieswithagreedrepaymentperiods.Thetablescontainthe
non-discountedcash-owsaspertherstdatetheGroupcanberequiredtopay.
x € 1,000 31.12.2021
Interest < 1 year 1 <> 5 years > 5 years Total
Non-interest bearing 106,652 - - 106,652
Lease liabilities 1.7% 11,035 34,308 24,036 69,379
Variable interest rate instruments 1.36% 59,925 177,956 - 237,881
Fixed interest rate instruments 2.5% - 3,000 - 3,000
Closing balance at 31.12.2021 177,612 215,264 24,036 416,912
x € 1,000 31.12.2020
Interest < 1 year 1 <> 5 years > 5 years Total
Non-interest bearing 102,477 - - 102,477
Lease liabilities 1.7% 10,034 34,675 22,023 66,732
Variable interest rate instruments 1.71% 178,130 46,496 - 224,626
Fixed interest rate instruments 2.5% - 3,000 - 3,000
Closing balance at 31.12.2020 290,641 84,171 22,023 396,835
175
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Governance Financial statements
ThefollowingtabledetailtheGroup’sexpectedmaturityforitsnon-derivativenancial
assets.
x € 1,000 31.12.2021
Interest < 1 year 1 <> 5 years > 5 years Total
Non-interest bearing 195,038 - - 195,038
Fixed interest rate instruments 5.4% - 1,234 - 1,234
Cash and cash equivalents 12,547 - - 12,547
Closing balance at 31.12.2021 207,585 1,234 - 208,819
x € 1,000 31.12.2020
Interest < 1 year 1 <> 5 years > 5 years Total
Non-interest bearing 195,628 - - 195,628
Fixed interest rate instruments 5% - 1,344 100 1,444
Cash and cash equivalents 38,870 - - 38,870
Closing balance at 31.12.2020 234,498 1,344 100 235,942
In 2021, there was no covenant breach related to the applicable covenants which belong
to the prior loans and borrowings.
Capital risk
TherenancingoftheGroup,aspresentedinnote23,providestheCompanywith
additionalsuretyandmaturityofitsnancingportfolioandastablebasisfortheyearsto
come.Asthemajorityofthenancingagreementsareonanequalbasisandcentralised,
this facilitates provide the possibility to further diversify the overall capital portfolio of the
Company.Ingeneralourpolicyistopreserveahealthynancingstructurethatmaintains
a balance between adequate solvency, the availability of adequate working capital and
sufcientavailablefunding.TheCompany’sbalancesheetstructure,cashow
generation, and available headroom remains strong over years. This enables us to
continue to grow organically and through acquisitions.
176
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Governance Financial statements
The table below sets out the remuneration of the Supervisory Board:
x € 1,000 2021 2020
Annual fee 292 255
292 255
Entities with joint control or signicant inuence over the entity
The table below sets out the transactions with entities where the main shareholders and/
oroneormoreExecutiveBoardhavejointcontrolorsignicantinuenceovertheentity.
The main shareholder and the Executive Board as well as the entities they control that
are not part of the Group, are considered to be related parties.
x € 1,000 31.12.2021 31.12.2020
Transaction
value
Balance
outstanding
Transaction
value
Balance
outstanding
Sales of products and services 10,674 337 7,584 1,800
Purchase of products and services 12,176 227 67,592 17,181
Premises rented 7,739 858 7,431 726
Other receivables - 231 - 231
Loans received - 1,500 - 1,500
Operating expenses 602 - 469 -
Charged costs (1,923) 4,004 163 1,999
Additionally,in2020theGroupacquiredtheremaining49%ofthesharesofSTG
Holding Import-Export S.L. from a related party, for a consideration at arm’s length of
€ 1,500,000.
32 Related party transactions
The members of the Executive Board and the members of the Supervisory Board
together are the key management of the Company.
Remuneration of members of the Executive Board
During 2021 the Executive Board consisted of the following members:
Mr. T. de Haan
Mr. P. Kruithof
Mr. B.L.M. Schreuders
Mr. N.G.P. Groen
The table below sets out the remuneration of the Executive Board:
x € 1,000 2021 2020
Gross salary 1,133 1,375
Social security charges 61 43
Pension charges 24 131
Severance payments - 1,718
Cash-settled share-based payments 75 -
Variable short-term remuneration 600 524
1,893 3,791
Remuneration of members of the Supervisory Board
During 2020 the Supervisory Board consisted of the following members:
Mr. J.A. van Barneveld
Mr. W.A. Blijdorp
Mr. J.C. Beerman (until May 18, 2021)
Mr. R.P.C. Cornelisse
Ms. K. Koelemeijer
Mr. L.D.H. Blijdorp (as per May 18, 2021)
177
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Governance Financial statements
Diplomatic Supply Europe B.V. offers a wide range of products, expertise in customs and
door-to-door delivery on a frequent basis to individual diplomats. The acquisition is fully
consolidated from the date on which the Group gained control, which was July 29, 2021.
The acquisition price is € 300,000. The acquisition is accounted for using the acquisition
method.
The assets acquired and liabilities recognised at the date of the acquisitions can be
speciedasfollows:
x € 1,000
Non-current assets
Otherintangiblexedassets 297
Property, plant and equipment 24
Current assets
Trade receivables 20
Other receivables 91
Cash and cash equivalents 8
Current liabilities
Trade payables (50)
Other current liabilities (2)
Non-current liabilities
Deferred tax liabilities (75)
Borrowings (13)
300
Associated companies
The associated companies consist of the following entities:
Comptoir & Clos SAS, France (in liquidation)
Capi-Lux South Africa (PTY) Ltd., South Africa
STG Logistica Y Depositos S.L., Spain
Next Generation Parfums B.V., the Netherlands
The table below sets out the transactions with these companies:
x € 1,000 31.12.2021 31.12.2020
Transaction
value
Balance
outstanding
Transaction
value
Balance
outstanding
Sales of products and services 413 88 866 126
Purchase of products and services 758 38 754 -
Interest received on loans issued 40 - 10 -
Loan - 150 - 150
33 Acquisitions
DuringthenancialyeartheGroupacquiredthefollowingcompany:
% Date
Diplomatic Supply Europe B.V.,
the Netherlands 100% 29.07.2021
178
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Governance Financial statements
Transactions under common control
AtJune30,2021theGroupacquiredanadditional16.42%ofthesharesofJ.T.G.
Holding B.V. and J.T.G. W.W.L. S.à r.l. for an amount of € 48,500,000 of which
€ 38,500,000 will be paid in January 2022. The difference between the acquisition price
and the non-controlling interest in the assets and liabilities is accounted for in the
retained earnings.
At October 1, 2021 certain shares of subsidiaries of B&S HTG B.V. are transferred from
B&S HTG B.V. to B&S Beauty B.V. at their carrying amount, by a share premium
payment by B&S HTG B.V. to B&S Beauty B.V. At the same time, the Group acquired the
remaining8.21%ofthesharesofJ.T.G.HoldingB.V.inreturnfor5%ofthesharesof
B&S Beauty B.V. and an amount of € 934,000. The linked transaction took place at
carrying amounts of the assets and liabilities, no revaluation to fair value took place.
34 Subsequent events
There were no material events after December 31, 2021 that would have changed the
judgementandanalysisbyManagementofthenancialconditionasatDecember31,
2021 or the result for the year of the Group.
Nogoodwillarisesbasedontheacquisitions,whichcanbespeciedasfollows:
x € 1,000
Total considerations 300
Less:fairvalueofidentiablenetassetsacquired (300)
-
The Group incurred acquisition-related costs of € 1 thousand on external legal fees and
due diligence costs. The acquisition-related costs are included in the other operating
expenses.
Impact of acquisition
The acquisition contributed € 315 thousand revenue and a loss of € 35 thousand to the
Group’sprotfortheperiodbetweenthedateofacquisitionandthereportingdate.Ifthe
acquisitionhadbeencompletedontherstdayofthenancialyear,Grouprevenuesfor
theyearwouldhavebeen€467thousandhigherandGroupprotwouldhavebeen€66
thousand higher.
Create experiences
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Governance Financial statements
179
Other information
180
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Governance Financial statements
Independent auditor’s report
To the Shareholders of B&S Group S.A.
14, rue de Strachen
L-6933 Mensdorf
Grand Duchy of Luxembourg
Report of the reviseur d’entreprises agree
Report on the Audit of the consolidated nancial statements
Opinion
WehaveauditedtheconsolidatednancialstatementsofB&SGroupS.A.andits
subsidiaries(the“Group”),whichcomprisetheconsolidatedstatementofnancial
positionasatDecember31,2021,andtheconsolidatedstatementofprotorloss,
consolidatedstatementofprotorlossandothercomprehensiveincome,consolidated
statementofchangesinequityandconsolidatedstatementofcashowsfortheyear
thenendedandnotestotheconsolidatednancialstatements,includingasummaryof
signicantaccountingpolicies.
Inouropinion,theaccompanyingconsolidatednancialstatementsgiveatrueandfair
viewoftheconsolidatednancialpositionoftheGroupasatDecember31,2021,andof
itsconsolidatednancialperformanceanditsconsolidatedcashowsfortheyearthen
ended in accordance with International Financial Reporting Standards (IFRSs) as
adopted by the European Union.
Basis for Opinion
We conducted our audit in accordance with the EU Regulation Nº 537/2014, the Law of
July 23, 2016 on the audit profession (Law of July 23, 2016) and with International
Standards on Auditing (ISAs) as adopted for Luxembourg by the “Commission de
Surveillance du Secteur Financier” (CSSF). Our responsibilities under the EU Regulation
Nº 537/2014, the Law of July 23, 2016 and ISAs as adopted for Luxembourg by the
CSSF are further described in the “Responsibilities of the “réviseur d’entreprises agréé”
fortheAuditoftheconsolidatednancialstatements”sectionofourreport.Wearealso
independent of the Group in accordance with the International Code of Ethics for
Professional Accountants, including International Independence Standards, issued by
the International Ethics Standards Board for Accountants (IESBA Code) as adopted for
Luxembourg by the CSSF together with the ethical requirements that are relevant to our
auditoftheconsolidatednancialstatements,andhavefullledourotherethical
responsibilities under those ethical requirements. We believe that the audit evidence we
haveobtainedissufcientandappropriatetoprovideabasisforouropinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most
signicanceinourauditoftheconsolidatednancialstatementsofthecurrentperiod.
Thesematterswereaddressedinthecontextoftheauditoftheconsolidatednancial
statements as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.
Other information
181
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Governance Financial statements
Related party transactions – Refer to Note 32 to the consolidated nancial
statements
Key audit matter description
As disclosed in note 32, the Group has multiple transactions with related parties
including but not limited to purchases of products and services amounting to EUR 12,176
thousand and rent of premises of EUR 7,739 thousand for the year ended December 31,
2021. These transactions are concluded with entities over which one or more Board
membershave(joint)controlorsignicantinuence.TheSupervisoryBoardand
Executive Board members as well as the entities they control that are not part of the
Group are considered to be related parties. There is an inherent risk that transactions
with these related parties do not comply with the arm’s length principle. Due to the
number and size of the Group’s transactions with these related parties for the year ended
December 31, 2021, and the potential magnitude of the implied risk of non-compliance
with the arm’s length principle, we considered this area to be a key audit matter.
How the Key Audit Matter was addressed in our audit?
Our audit procedures included, but were not limited to:
Obtaining an understanding of the Group’s related parties relationships and
transactions
Obtaining an understanding of the Group’s process for engaging in transactions
with related parties as well as the design & implementation of related relevant
controls
Meeting with the Executive Board of Directors and Audit & Risk Committee and
other executive management representatives to understand the business rationale
andstatusofsignicantrelatedpartytransactions
Obtaininginputfromspecialistsinrespecttotheidenticationofrelatedparties
Reviewing the information prepared by the Group for ensuring that transactions of
the Group with related parties are complete and also comply with the arm’s length
principle
Obtaining from the Group’s management the exhaustive list of the Group’s related
parties
Goodwill impairment test — Refer to Notes 3.8, 4 and 12 to the consolidated
nancial statements
Key audit matter description
As disclosed in note 12, the Group’s goodwill balance amounts to € 65,092,000 as at
December 31, 2021. In accordance with IFRS (IAS 36 Impairment of Assets)
management is required to perform a yearly impairment test to ensure that the Group’s
goodwill is not carried at a value exceeding its recoverable amount. The impairment
assessmentissubjecttosignicantmanagementjudgementandestimationinthe
following areas:
assessmentanddeterminationoftheexpectedcashowsfromthebusinesses
also considering the uncertainty associated with the unprecedented nature of the
COVID-19 pandemic;
setting appropriate terminal growth rates; and
selection of the appropriate discount rate.
The audit procedures carried out on the valuation of goodwill are regarded as a key audit
matter as the valuation of goodwill is susceptible to management judgment and
estimates and is based on assumptions that are affected by future market and economic
conditions.
How the matter was addressed in the audit?
Our audit procedures included, but were not limited to:
With the assistance of our Valuation Specialists, we have addressed the goodwill
valuationbytestingtheassumptions,discountrates,methodologiesandnancialdata
used.Specicfocuswasgiventothesensitivityintheavailableheadroomofcash-
generating units (CGUs) where a reasonably possible change in the underlying
assumption could cause the carrying amount to exceed its recoverable amount. We have
also assessed management’s internal controls with regard to the goodwill impairment
test.
182
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Governance Financial statements
Responsibilities of the Executive Board of Directors and
Those Charged with Governance of the Group for the
consolidated nancial statements
The Executive Board of Directors is responsible for the preparation and fair presentation
oftheseconsolidatednancialstatementsinaccordancewithIFRSsasadoptedbythe
European Union, and for such internal control as the Executive Board of Directors
determinesisnecessarytoenablethepreparationofconsolidatednancialstatements
that are free from material misstatement, whether due to fraud or error.
Inpreparingtheconsolidatednancialstatements,theExecutiveBoardofDirectorsis
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 Executive Board of Directors either intends to liquidate the Group
or to cease operations, or has no realistic alternative but to do so.
The Executive Board of Directors is responsible for presenting and marking up the
consolidatednancialstatementsincompliancewiththerequirementssetoutinthe
Delegated Regulation 2019/815 on European Single Electronic Format as amended (“the
ESEF Regulation”).
ThosechargedwithgovernanceareresponsibleforoverseeingtheGroup’snancial
reporting process.
Sharing this list with select component auditors requesting them:
To report to the Group Audit Engagement Team any related party not included in
this list as well as any transaction and / or relationship with related parties that
was not disclosed to them as such
To report to the Group Audit Engagement Team any event of non-compliance
with the Group’s policies for transactions and relationships with related parties
To identify all the component’s transactions with related parties and test, on a
sample basis, related contracts for compliance with the arm’s length principles
We also assessed the adequacy of the Group’s related party transactions disclosures in
note32totheconsolidatednancialstatements.
Other Information
The Executive Board of Directors is responsible for the other information. The other
information comprises the information stated in the consolidated management report and
theCorporateGovernanceStatementbutdoesnotincludetheconsolidatednancial
statements and our report of the “réviseur d’entreprises agréé” thereon.
Ouropinionontheconsolidatednancialstatementsdoesnotcovertheother
information and we do not express any form of assurance conclusion thereon.
lnconnectionwithourauditoftheconsolidatednancialstatements,ourresponsibilityis
to read the other information and, in doing so, consider whether the other information is
materiallyinconsistentwiththeconsolidatednancialstatementsorourknowledge
obtained in the audit or otherwise appears to be materially misstated. If, based on the
work we have performed, we conclude that there is a material misstatement of this other
information we are required to report this fact. We have nothing to report.
183
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Governance Financial statements
Conclude on the appropriateness of the Executive 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
signicantdoubtontheGroup’sabilitytocontinueasagoingconcern.Ifwe
conclude that a material uncertainty exists, we are required to draw attention in our
report of the “réviseur d’entreprises agréé” to the related disclosures in the
consolidatednancialstatementsor,ifsuchdisclosuresareinadequate,tomodify
our opinion. Our conclusions are based on the audit evidence obtained up to the
date of our report of the “réviseur d’entreprises agréé”. 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
nancialstatements,includingthedisclosures,andwhethertheconsolidated
nancialstatementsrepresenttheunderlyingtransactionsandeventsinamanner
that achieves fair presentation.
Obtainsufcientappropriateauditevidenceregardingthenancialinformationof
the entities and business activities within the Group to express an opinion on the
consolidatednancialstatements.Weareresponsibleforthedirection,supervision
and performance of the Group audit. We remain solely responsible for our audit
opinion.
Ourresponsibilityisalsotoassesswhethertheconsolidatednancialstatementshave
been prepared in all material respects with the requirements laid down in the ESEF
Regulation.
We communicate with those charged with governance regarding, among other matters,
theplannedscopeandtimingoftheauditandsignicantauditndings,includingany
signicantdecienciesininternalcontrolthatweidentifyduringouraudit.
Responsibilities of the “réviseur d’entreprises agréé” for the
Audit of the consolidated nancial statements
The objectives of our audit are to obtain reasonable assurance about whether the
consolidatednancialstatementsasawholearefreefrommaterialmisstatement,
whether due to fraud or error, and to issue a report of the “réviseur d’entreprises agréé”
that includes our opinion. Reasonable assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance with the EU Regulation Nº 537/2014,
the Law of July 23, 2016 and with ISAs as adopted for Luxembourg by the CSSF 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
reasonablybeexpectedtoinuencetheeconomicdecisionsofuserstakenonthebasis
oftheseconsolidatednancialstatements.
As part of an audit in accordance with the EU Regulation Nº 537/2014, the Law of July
23, 2016 and with ISAs as adopted for Luxembourg by the CSSF, we exercise
professional judgment and maintain professional scepticism throughout the audit.
We also:
Identifyandassesstherisksofmaterialmisstatementoftheconsolidatednancial
statements, whether due to fraud or error, design and perform audit procedures
responsivetothoserisks,andobtainauditevidencethatissufcientand
appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional omissions, misrepresentations,
or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design
audit procedures that are appropriate in the circumstances, but not for the purpose
of expressing an opinion on the effectiveness of the Group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness
of accounting estimates and related disclosures made by the Executive Board of
Directors.
184
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Governance Financial statements
For the Group it relates to:
Financial statements prepared in a valid xHTML format;
TheXBRLmarkupoftheconsolidatednancialstatementsusingthecore
taxonomyandthecommonrulesonmarkupsspeciedintheESEFRegulation.
Inouropinion,theconsolidatednancialstatementsoftheGroupasatDecember31,
2021,identiedasB&SGroupS.A.AnnualReport2021iXBRLpack,havebeen
prepared, in all material respects, in compliance with the requirements laid down in the
ESEF Regulation.
Weconrmthattheauditopinionisconsistentwiththeadditionalreporttotheaudit
committee or equivalent.
Weconrmthattheprohibitednon-auditservicesreferredtointheEURegulationN°
537/2014, on the audit profession were not provided and that we remain independent of
the Group in conducting the audit.
For Deloitte Audit, Cabinet de révision agréé
Jan van Delden, Réviseur d’entreprises agréé
Partner
March 2, 2022
20 Boulevard de Kockelscheuer
L-1821 Luxembourg
Grand Duchy of Luxembourg
We also provide those charged with governance 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, actions taken to eliminate threats or safeguards
applied.
From the matters communicated with those charged with governance, we determine
thosemattersthatwereofmostsignicanceintheauditoftheconsolidatednancial
statements of the current period and are therefore the key audit matters. We describe
these matters in our report unless law or regulation precludes public disclosure about the
matter.
Report on Other Legal and Regulatory Requirements
We have been appointed as Réviseur d’Entreprises Agréé by the General Meeting of the
Shareholders on May 18, 2021 and the duration of our uninterrupted engagement,
including previous renewals and reappointments, is four years.
Theconsolidatedmanagementreportisconsistentwiththeconsolidatednancial
statements and has been prepared in accordance with applicable legal requirements.
The Corporate Governance Statement is included in the consolidated management
report. The information required by Article 68ter paragraph (1) letters c) and d) of the law
of December 19, 2002 on the commercial and companies register and on the accounting
records and annual accounts of undertakings, as amended, is consistent with the
nancialstatementsandhasbeenpreparedinaccordancewithapplicablelegal
requirements.
WehavecheckedthecomplianceoftheconsolidatednancialstatementsoftheGroup
as at December 31, 2021 with the relevant statutory requirements set out in the ESEF
Regulationthatareapplicabletonancialstatements.
185
B&S Group S.A.
Annual Report 2021
Introduction About B&S Results Governance Financial statements
SetoutbelowareB&SGroupS.A.’ssignicantsubsidiariesatDecember31,2021.
Thedisclosedsignicantsubsidiariesrepresentthelargestsubsidiariesandrepresent
approximate90%ofthetotalresultbeforetaxationoftheGroup.Allsubsidiariesare
100%ownedunlessstatedotherwise.
Anker Amsterdam Spirits B.V., the Netherlands
B&S B.V., the Netherlands
B&SBeautyB.V.,theNetherlands(95%)(establishedAugust9,2021)
B&S Brand Distribution B.V., the Netherlands
B&S Foodservice B.V., the Netherlands
B&SHTGB.V.,theNetherlands(95%)
B&S International B.V., the Netherlands
B&S Investments B.V., the Netherlands
B&S LMCS DMCC, U.A.E.
B&S New Horizons B.V., the Netherlands
B&S Retail Holding B.V., the Netherlands
B&S World Supply DMCC, U.A.E.
Capi-Lux Netherlands B.V., the Netherlands
Checkpoint Distribution B.V., the Netherlands
F.C.T. B.V., the Netherlands
FragranceNet.com Inc., U.S.A.
HTG Liquors B.V., the Netherlands
JTG B.V., the Netherlands
J.T.G.HoldingB.V.,theNetherlands(2021:100%,2020:75.38%)
Koninklijke Capi-Lux Holding B.V., the Netherlands
LagaayMedicalGroupB.V.,theNetherlands(70%)
New World Distribution DMCC, U.A.E.
Paul Retail B.V., the Netherlands
TopbrandsEuropeB.V.,theNetherlands(67.17%)
World Class Products Group N.V., Netherlands Antilles
L-6933, Mensdor f
G.D. L uxembourg
Tel: +352 2687 0881
[link]
List of subsidiaries Contact