Quarterly Report • May 22, 2024
Quarterly Report
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Kalmar unaudited carve-out financial information as at and for the three months period ended March 31, 2024
| Combined statement of income 3 | ||||||
|---|---|---|---|---|---|---|
| Combined statement of comprehensive income4 | ||||||
| Combined balance sheet 5 | ||||||
| Combined statement of changes in invested equity 7 | ||||||
| Combined statement of cash flows 8 | ||||||
| Notes to the carve-out financial information9 | ||||||
| 1. | Background 9 | |||||
| 2. | Basis of preparation 10 | |||||
| 3. | Prevailing economic uncertainty 11 | |||||
| 4. | Segment information 12 | |||||
| 5. | Revenue from contracts with customers13 | |||||
| 6. | Share-based payments 13 | |||||
| 7. | Comparable operating profit14 | |||||
| 8. | Capital expenditure, depreciation, amortisation and impairment14 | |||||
| 9. | Taxes in statement of income 14 | |||||
| 10. | Net working capital15 | |||||
| 11. | Interest-bearing net debt and liquidity15 | |||||
| 12. | Derivatives16 | |||||
| 13. | Contingent liabilities and commitments17 | |||||
| 14. | Related party transactions 17 | |||||
| 15. | Acquisitions and disposals 19 | |||||
| 16. | Events after the reporting period19 | |||||
| EUR million | Note | Q1/24 | Q1/23 | 2023 |
|---|---|---|---|---|
| Sales | 438.8 | 485.3 | 2 049.4 | |
| Sales, Cargotec Group | 0.3 | 0.1 | 0.2 | |
| Sales, total | 5 | 439.1 | 485.3 | 2 049.6 |
| Cost of goods sold | -326.7 | -363.1 | -1 540.1 | |
| Cost of goods sold, Cargotec Group | -0.0 | -0.0 | -0.2 | |
| Cost of goods sold, total | -326.7 | -363.1 | -1 540.3 | |
| Gross profit | 112.4 | 122.2 | 509.3 | |
| Selling and marketing expenses | -20.0 | -19.8 | -85.1 | |
| Research and development expenses | -11.8 | -13.0 | -54.3 | |
| Administration expenses | -19.0 | -26.2 | -86.7 | |
| Administration expenses, Cargotec Group | -10.0 | -10.5 | -43.7 | |
| Administration expenses, total | -28.9 | -36.8 | -130.4 | |
| Restructuring costs | 7 | -0.1 | -0.4 | -1.2 |
| Other operating income | 7.7 | 7.6 | 31.0 | |
| Other operating income, Cargotec Group | 2.8 | 2.4 | 9.9 | |
| Other operating income, total | 10.5 | 9.9 | 40.9 | |
| Other operating expenses | -15.8 | -7.9 | -48.0 | |
| Share of associated companies' result | -0.5 | 1.7 | 9.0 | |
| Operating profit | 45.8 | 55.9 | 240.2 | |
| Finance income | 1.3 | 0.4 | 1.6 | |
| Finance income, Cargotec Group | 3.8 | 2.7 | 13.6 | |
| Finance income, total | 5.1 | 3.2 | 15.3 | |
| Finance expenses | -1.7 | -1.7 | -6.0 | |
| Finance expenses, Cargotec Group | -1.5 | -1.8 | -8.0 | |
| Finance expenses, total | -3.2 | -3.5 | -14.0 | |
| Profit before taxes | 47.7 | 55.6 | 241.5 | |
| Income taxes | 9 | -14.3 | -10.7 | -47.7 |
| Profit for the period | 33.4 | 44.9 | 193.8 | |
| Profit for the period attributable to: | ||||
| Attributed to owners of Kalmar | 33.4 | 44.9 | 193.8 | |
| Total | 33.4 | 44.9 | 193.8 |
| EUR million | Q1/24 | Q1/23 | 2023 |
|---|---|---|---|
| Profit for the period | 33.4 | 44.9 | 193.8 |
| Other comprehensive income | |||
| Items that cannot be reclassified to statement of income: | |||
| Actuarial gains (+) / losses (-) from defined benefit plans Taxes relating to items that cannot be reclassified to |
0.5 | 0.2 | -2.9 |
| statement of income Items that can be reclassified to statement of income: |
0.1 | -0.2 | 0.4 |
| Gains (+) / losses (-) on cash flow hedges | -5.2 | 8.1 | 9.6 |
| Gains (+) / losses (-) on cash flow hedges transferred to | |||
| statement of income | 2.1 | -6.2 | -10.5 |
| Translation differences | -10.6 | -3.9 | 6.3 |
| Taxes relating to items that can be reclassified to | |||
| statement of income | 0.6 | -0.4 | 0.2 |
| Share of other comprehensive income of associates, net | |||
| of tax | 0.7 | 0.7 | 0.7 |
| Other comprehensive income, net of tax | -11.7 | -1.8 | 3.9 |
| Comprehensive income for the period | 21.8 | 43.1 | 197.6 |
| Comprehensive income for the period attributable to: | |||
| Attributed to owners of Kalmar | 21.8 | 43.1 | 197.6 |
| Total | 21.8 | 43.1 | 197.6 |
| EUR million | Note | 31 Mar 2024 |
31 Mar 2023 |
31 Dec 2023 |
|---|---|---|---|---|
| ASSETS | ||||
| Non-current assets | ||||
| Goodwill | 258.5 | 265.0 | 260.2 | |
| Intangible assets | 16.4 | 13.6 | 17.4 | |
| Property, plant and equipment | 273.2 | 259.5 | 272.9 | |
| Investments in associated companies | 47.1 | 40.8 | 48.8 | |
| Share investments | - | - | 0.0 | |
| Loans receivable and other interest-bearing assets | 11 | 0.1 | 0.1 | 0.1 |
| Deferred tax assets | 54.2 | 52.6 | 54.4 | |
| Derivative assets | - | 1.1 | - | |
| Derivative assets, Cargotec Group | 0.1 | 0.1 | 0.2 | |
| Derivative assets, total | 12 | 0.1 | 1.2 | 0.2 |
| Other non-interest-bearing assets | 1.6 | 2.3 | 2.5 | |
| Total non-current assets | 651.2 | 635.0 | 656.3 | |
| Current assets | ||||
| Inventories | 452.9 | 560.3 | 460.9 | |
| Loans receivable and other interest-bearing assets | 2.7 | 1.4 | 3.1 | |
| Loans receivable and other interest-bearing assets, | ||||
| Cargotec Group | 47.2 | 2.3 | 2.3 | |
| Loans receivable and other interest-bearing assets, total | 11 | 50.0 | 3.7 | 5.4 |
| Income tax receivables | 8.7 | 15.8 | 14.5 | |
| Derivative assets, Cargotec Group | 12 | 2.2 | 9.6 | 5.7 |
| Accounts receivable | 251.0 | 281.8 | 266.7 | |
| Accounts receivable, Cargotec Group | 1.8 | 1.0 | 1.0 | |
| Accounts receivable, total | 252.8 | 282.8 | 267.7 | |
| Contract assets | 16.4 | 23.6 | 9.3 | |
| Other non-interest-bearing assets | 55.1 | 57.4 | 52.6 | |
| Other non-interest-bearing assets, Cargotec Group | 4.2 | 1.1 | 1.3 | |
| Other non-interest-bearing assets, total | 59.3 | 58.4 | 53.9 | |
| Cash pool receivables, Cargotec Group | 11 | 293.8 | 289.1 | 289.9 |
| Cash and cash equivalents | 11 | 79.6 | 86.8 | 82.6 |
| Total current assets | 1 215.6 | 1 330.2 | 1 189.8 | |
| Total assets | 1 866.9 | 1 965.2 | 1 846.1 |
| EUR million | Note | 31 Mar 2024 |
31 Mar 2023 |
31 Dec 2023 |
|
|---|---|---|---|---|---|
| INVESTED EQUITY AND LIABILITIES | |||||
| Total invested equity | 868.0 | 923.3 | 818.2 | ||
| Non-current liabilities | |||||
| Interest-bearing liabilities | 114.1 | 55.8 | 114.0 | ||
| Interest-bearing liabilities, Cargotec Group | - | 7.3 | - | ||
| Interest-bearing liabilities, total | 11 | 114.1 | 63.1 | 114.0 | |
| Deferred tax liabilities | 11.7 | 12.3 | 9.9 | ||
| Pension obligations | 37.9 | 34.9 | 38.9 | ||
| Provisions | 2.9 | 3.8 | 3.2 | ||
| Derivative liabilities, Cargotec Group | 12 | 0.3 | 0.0 | 0.0 | |
| Other non-interest-bearing liabilities | 78.1 | 75.2 | 77.0 | ||
| Total non-current liabilities | 244.9 | 189.4 | 243.0 | ||
| Current liabilities | |||||
| Current portion of interest-bearing liabilities | 14.8 | 11.7 | 14.5 | ||
| Current portion of interest-bearing liabilities, Cargotec | |||||
| Group | - | 16.6 | - | ||
| Current portion of interest-bearing liabilities, total | 11 | 14.8 | 28.3 | 14.5 | |
| Other interest-bearing liabilities | 8.7 | 19.2 | 13.3 | ||
| Other interest-bearing liabilities, Cargotec Group | 53.9 | 41.7 | 50.1 | ||
| Other interest-bearing liabilities, total | 11 | 62.6 | 60.9 | 63.4 | |
| Cash pool liabilities, Cargotec Group | 11 | 31.7 | 26.7 | 62.7 | |
| Provisions | 77.8 | 87.3 | 85.3 | ||
| Income tax payables | 16.0 | 34.4 | 25.3 | ||
| Derivative liabilities | - | 0.0 | - | ||
| Derivative liabilities, Cargotec Group | 2.7 | 3.1 | 2.6 | ||
| Derivative liabilities, total | 12 | 2.7 | 3.1 | 2.6 | |
| Accounts payable | 192.0 | 276.4 | 167.0 | ||
| Accounts payable, Cargotec Group | 5.0 | 7.5 | 5.0 | ||
| Accounts payable, total | 197.0 | 283.8 | 172.0 | ||
| Contract liabilities | 126.3 | 92.4 | 109.8 | ||
| Other non-interest-bearing liabilities | 211.1 | 220.7 | 217.5 | ||
| Other non-interest-bearing liabilities, Cargotec Group | 14.0 | 14.8 | 31.8 | ||
| Other non-interest-bearing liabilities, total | 225.1 | 235.6 | 249.3 | ||
| Total current liabilities | 754.0 | 852.4 | 784.9 | ||
| Total invested equity and liabilities | 1 866.9 | 1 965.2 | 1 846.1 |
| Attributable to owners of Kalmar | |||||
|---|---|---|---|---|---|
| EUR million | Translation differences |
Fair value reserve |
Invested equity and retained earnings |
Invested equity attributable to Kalmar |
Total Invested equity |
| Invested equity 1 Jan 2024 | -106.8 | 2.0 | 922.9 | 818.2 | 818.2 |
| Profit for the period | 33.4 | 33.4 | 33.4 | ||
| Cash flow hedges | -1.7 | -1.7 | -1.7 | ||
| Translation differences | -10.6 | -10.6 | -10.6 | ||
| Actuarial gains / losses from defined benefit plans |
0.6 | 0.6 | 0.6 | ||
| Comprehensive income for the period, net of tax | -10.6 | -1.7 | 34.1 | 21.8 | 21.8 |
| Equity transactions with Cargotec | 27.7 | 27.7 | 27.7 | ||
| Share-based payments | 0.4 | 0.4 | 0.4 | ||
| Transactions with owners of the company | - | - | 28.0 | 28.0 | 28.0 |
| Invested equity 31 Mar 2024 | -117.3 | 0.3 | 985.0 | 868.0 | 868.0 |
| Invested equity 1 Jan 2023 | -113.1 | 1.9 | 964.1 | 853.0 | 853.0 |
| Profit for the period | 44.9 | 44.9 | 44.9 | ||
| Cash flow hedges | 2.1 | 2.1 | 2.1 | ||
| Translation differences | -3.9 | -3.9 | -3.9 | ||
| Actuarial gains / losses from defined benefit plans |
0.0 | 0.0 | 0.0 | ||
| Comprehensive income for the period, net of tax | -3.9 | 2.1 | 44.9 | 43.1 | 43.1 |
| Equity transactions with Cargotec | 26.7 | 26.7 | 26.7 | ||
| Share-based payments | 0.6 | 0.6 | 0.6 | ||
| Transactions with owners of the company | - | - | 27.3 | 27.3 | 27.3 |
| Invested equity 31 Mar 2023 | -117.0 | 4.0 | 1 036.3 |
923.3 | 923.3 |
| EUR million | Note | Q1/24 | Q1/23 | 2023 |
|---|---|---|---|---|
| Net cash flow from operating activities | ||||
| Profit for the period | 33.4 | 44.9 | 193.8 | |
| Depreciation, amortisation and impairment | 8 | 13.7 | 14.0 | 57.2 |
| Finance income and expenses | -1.9 | 0.3 | -1.3 | |
| Income taxes | 9 | 14.3 | 10.7 | 47.7 |
| Change in non-interest-bearing receivables | 7.3 | 3.5 | 36.3 | |
| Change in non-interest-bearing liabilities | 25.7 | -10.3 | -104.0 | |
| Change in inventories | 8.7 | -63.5 | 36.0 | |
| Change in net working capital | 41.7 | -70.2 | -31.7 | |
| Other adjustments | 0.5 | -1.7 | -8.9 | |
| Cash flow from operations before finance items and taxes | 101.7 | -2.0 | 256.8 | |
| Interest received | 0.7 | 0.5 | 1.6 | |
| Interest paid | -1.6 | -0.6 | -3.7 | |
| Other finance items | -0.7 | -1.2 | -1.4 | |
| Income taxes paid | -16.2 | -8.1 | -32.0 | |
| Net cash flow from operating activities | 84.0 | -11.5 | 221.3 | |
| Net cash flow from investing activities | ||||
| Acquisitions of businesses, net of cash acquired | 15 | - | - | -9.5 |
| Disposals of businesses, net of cash sold | 15 | - | -0.5 | -0.5 |
| Investments in intangible assets and property, plant and | ||||
| equipment | -11.5 | -17.7 | -55.9 | |
| Disposals of intangible assets and property, plant and | ||||
| equipment | 2.2 | 2.9 | 18.9 | |
| Cash flow from investing activities, other items | 0.3 | 5.4 | 3.6 | |
| Net cash flow from investing activities | -9.0 | -9.9 | -43.3 | |
| Net cash flow from financing activities | ||||
| Equity financing with Cargotec Group, net | 4.0 | 35.9 | -109.7 | |
| Net proceeds from / repayment of loans from Cargotec Group | -72.9 | -34.5 | -15.3 | |
| Repayments of lease liabilities | -4.1 | -3.7 | -15.8 | |
| Proceeds from long-term borrowings | - | - | 50.0 | |
| Proceeds from short-term borrowings | - | 11.3 | 8.4 | |
| Repayments of short-term borrowings | -1.9 | - | -3.9 | |
| Dividends paid to Cargotec Group | - | - | -107.4 | |
| Net cash flow from financing activities | -75.0 | 9.1 | -193.7 | |
| Change in cash and cash equivalents | 0.0 | -12.3 | -15.8 | |
| Cash and cash equivalents, and bank overdrafts at the | ||||
| beginning of the period | 78.8 | 98.9 | 98.9 | |
| Effect of exchange rate changes | -0.1 | -2.6 | -4.3 | |
| Cash and cash equivalents, and bank overdrafts at the | ||||
| end of the period | 78.8 | 84.0 | 78.8 | |
| Bank overdrafts at the end of the period | 0.8 | 2.8 | 3.8 | |
| Cash and cash equivalents at the end of the period | 79.6 | 86.8 | 82.6 |
Cargotec Corporation ("Cargotec" or "Cargotec parent company") with its subsidiaries ("Cargotec Group") is a leading provider of cargo handling solutions.
On 1 February 2024, the Board of Directors of Cargotec approved the Demerger plan concerning the partial demerger of Cargotec Corporation ("Cargotec" or "Cargotec parent company"). Cargotec's intention is to separate Kalmar by means of a partial demerger from Cargotec ("the Demerger"). The remaining Cargotec from the Demerger would then comprise of Hiab and MacGregor business ("the remaining Cargotec"). The Board of Directors of Cargotec has estimated that the contemplated separation of Kalmar and Hiab could unlock shareholder value by allowing both businesses to pursue sustainable profitable growth opportunities independently. The potential execution and separate listing of Kalmar on Nasdaq Helsinki is planned to take place on 1 July 2024 or as soon as reasonably possible thereafter.
The Demerger is subject to, among other things, approval by a majority of two-thirds of votes cast and shares represented in the Annual General Meeting. Cargotec intends to apply for the shares in Kalmar to be admitted to trading on the official list of Nasdaq Helsinki. The shareholders of Cargotec shall receive as demerger consideration ("Demerger Consideration) one (1) new share of the corresponding share class (i.e., class A or class B) of Kalmar for each class A and class B share owned in Cargotec, that is, the Demerger Consideration shall be issued to the shareholders of Cargotec in proportion to their existing shareholding with a ratio of 1:1. There shall be the corresponding two (2) share classes in Kalmar as in Cargotec, i.e., class A and class B, and the shares of Kalmar shall not have a nominal value. The total number of Demerger Consideration shares is expected to be approximately 64,324,118 shares at the date of the Demerger and Listing Prospectus. The total number of Kalmar's shares would thus be 9,526,089 class A shares and 54,798,029 class B shares. No other consideration shall be issued to the shareholders of Cargotec in addition to the above-mentioned Demerger Consideration to be issued in the form of shares of Kalmar. In accordance with Chapter 17, Section 16, Subsection 3 of the Finnish Companies Act, no Demerger Consideration shall be issued to any treasury shares held by Cargotec.
Kalmar has not historically formed a legal sub-group within Cargotec, and it has not prepared consolidated group financial statements prior to the Demerger. In preparation for the proposed Demerger, Cargotec will carve out and transfer relevant entities' assets and liabilities to Kalmar. Cargotec has prepared a set of unaudited carve-out financial information for the three months period ended 31 March 2024 for Kalmar to illustrate the Kalmar's result of operations, assets and liabilities and cash flows that will be carved out from Cargotec.
Kalmar's new parent company ("Kalmar Corporation") will be incorporated at the date of the registration of the execution of the Demerger with the trade register maintained by the Finnish Patent and Registration Office.
The carve-out financial information for the three months period ended 31 March 2024 has been prepared according to the basis of preparation described in the following section and the carve-out principles and accounting policies included in the Kalmar carve-out financial statements as at and for the years ended 31 December 2023, 2022 and 2021. The carve-out financial information has been prepared for inclusion in Kalmar's Demerger and Listing Prospectus which has been prepared by Cargotec for approval of the Demerger by the extraordinary shareholder's meeting and for listing of the shares of Kalmar on the Nasdaq Helsinki Stock Exchange. The carve-out financial information has been approved by the Board of directors of Cargotec to be published on 22 May 2024.
The carve-out financial information for the three months period ended 31 March 2024 has been prepared in accordance with IAS 34 Interim Financial Reporting standard using the historical book values for income and expenses, assets and liabilities and cash flows attributable to the Kalmar business in Kalmar legal entities and Kalmar business units attributable to Kalmar in Cargotec's historical consolidated financial statements and interim reports. Therefore assets, liabilities, income, revenue, and expenses and cash flows which are either directly attributable to, have been allocated to or will transfer to Kalmar have been included in the carve-out financial information. The carve-out financial information also includes certain allocations from the remaining Cargotec, including the parent company Cargotec Corporation's, income, expenses, assets, liabilities and cash flows which will either be transferred to Kalmar, or which have been allocated to Kalmar for the purpose of preparation of the carve-out financial information.
The carve-out financial information has been prepared in accordance with IFRS Accounting Standards and the interpretations issued by the IFRS Interpretations Committee as adopted by the Commission of the European Communities (EU) in the European Union by 31 March 2024, and in consideration of the principles applied in the carve-out financial statements as at and for the years ended 31 December 2023, 2022 and 2021.
IFRS Accounting Standards does not provide guidance for the preparation of carve-out financial information, and accordingly in preparing the carve-out financial information, certain accounting conventions commonly used for the preparation of historical carve-out financial information for inclusion in a prospectus have been applied as in the carve-out financial statements as at and for the years ended 31 December 2023, 2022 and 2021.
The carve-out financial information may not be indicative of Kalmar's future performance and do not necessarily reflect what its combined income statement, balance sheet and cash flows would have been as if Kalmar has operated as an independent consolidated group and had it therefore presented standalone consolidated financial information during the periods presented.
The carve-out financial information is presented in millions of euros (EUR million), which is Kalmar's reporting currency. All figures presented have been rounded which may cause, for example, the sum of individual figures to deviate from the presented total sum.
This interim report is unaudited.
The preparation of this carve-out financial information has required management to make estimates and judgements affecting the amounts reported in this carve-out financial information and the accompanying notes. These estimates and judgements have an impact on the carve-out principles and accounting principles applied to this carve-out financial information and on the reported amounts of assets, liabilities, income, expenses and cash flows. Actual results may differ from these estimates and assumptions. Estimates and judgement have been used in the following areas, among others: application of the carve-out principles, revenue recognition, defined benefit plans, income taxes, inventories, provisions, impairment testing of goodwill and intangible assets, amortisation and depreciation periods, impairment testing, fair value of financial assets and liabilities and leases. More detailed information of areas involving estimation and management judgement is included in note 1 of the audited carve-out financial statements as at and for the years ended 31 December 2023, 2022 and 2021.
Developments in the global economy and cargo flows have a direct effect on Kalmar's operating environment and customers' willingness to invest. Changes in the global economy and supply chains, geopolitical tensions and wars, energy availability, sanctions and trade wars can have an impact on global flow of goods and therefore on the demand of Kalmar's solutions.
Persistently high borrowing costs along with the withdrawal of fiscal support, and longer-term effects from the COVID-19 pandemic and Russia's invasion of Ukraine, coupled with escalating geo-economic fragmentation are hampering economic growth.
In the current market situation, demand for Kalmar's solutions might be lower than in previous years. Customers' possible challenges may also lead to postponements or cancellations of orders. Despite planned cost savings, lower production volumes could impact Kalmar's profitability margins negatively.
Availability of components and raw materials improved towards the end of the year 2023. However, disruptions in the supply chain are still possible, especially due to the recent events in the Middle East. Component availability problems as well as increased labour and energy costs could elevate manufacturing costs and increase challenges to control costs and pass them on to the prices of end products.
Deterioration of the global economic outlook and access to finance as well as interest rates that have remained higher than in the past years can lead to economic and financial difficulties among Kalmar's customers. In some cases their financial position may rapidly deteriorate significantly or even lead to insolvency. The turnover, availability, and cost of skilled personnel can create disturbances to Kalmar and its supplier operations.
Container traffic growth rate and a possible slowdown or contraction in global economic growth may in the longer term have an effect on the demand of Kalmar's heavy material handling solutions.
Kalmar is exposed to climate-related risks via environmental, regulatory, and technological changes, and due to the commitments it has made to reduce emissions. Evaluation of the financial impacts of climate change on Kalmar is complicated because the occurrence and timing of the resulting effects are difficult to predict, let alone quantify.
Reaching the emission targets requires efforts in every aspect of Kalmar's business. In addition to being exposed to climate-related risks, the ongoing transition process causes new risks, the realisation of which can have significant financial effects. These effects can lead, for example, to impairments of assets due to the shortened life cycles of products, as well as additional costs related to the introduction of new technologies, which may arise in product development, the realisation of project risks, the growth of inventories, and new types of warranty defects. In addition, tightening regulation may directly limit Kalmar's product offering.
Kalmar's operations and profitability is reported as a single operating segment, which is consistent with Cargotec's internal reporting and the way that operative decisions and assessment of performance have been made by Cargotec's Board of Directors together with the CEO.
Kalmar information as at and for the three months ended 31 March 2024 and 2023 and for the year ended 31 December 2023 is presented in the following tables:
| EUR million | Q1/24 | Q1/23 | 2023 |
|---|---|---|---|
| Sales | 439.1 | 485.3 | 2 049.6 |
| Operating profit | 45.8 | 55.9 | 240.2 |
| Operating profit, % | 10.4 % | 11.5 % | 11.7 % |
| Restructuring costs and other items affecting comparability | 8.1 | 0.4 | 14.5 |
| Comparable operating profit | 53.9 | 56.3 | 254.7 |
| Comparable operating profit, % | 12.3 % | 11.6 % | 12.4 % |
| EBITDA | 59.5 | 70.0 | 297.4 |
| Depreciation, amortisation and impairment charges | 13.7 | 14.0 | 57.2 |
| Capital expenditure | 16.6 | 20.3 | 81.7 |
| Orders received, external | 401.8 | 471.0 | 1 705.0 |
| Orders received, Cargotec Group | - | 0.1 | 0.2 |
| Orders received, total | 401.8 | 471.1 | 1 705.2 |
| Order book, external sales | 971.6 | 1 389.5 | 1 024.2 |
| Order book, Cargotec Group | - | - | 0.1 |
| Order book total | 971.6 | 1 389.5 | 1 024.3 |
| Average number of employees | 5 129 | 5 109 | 5 125 |
| Number of employees at the end of the period | 5 118 | 5 110 | 4 991 |
| EUR million | Q1/24 | Q1/23 | 2023 |
|---|---|---|---|
| Europe | 193.7 | 165.8 | 718.9 |
| Finland | 8.6 | 12.7 | 49.4 |
| Other Europe | 185.1 | 153.1 | 669.4 |
| Americas | 167.1 | 235.0 | 949.5 |
| United States | 124.0 | 176.9 | 735.0 |
| Other Americas | 43.1 | 58.1 | 214.5 |
| AMEA (Africa, Middle East, Asia) | 78.3 | 84.5 | 381.2 |
| Total | 439.1 | 485.3 | 2 049.6 |
| Q1/24 | Q1/23 | 2023 | |
|---|---|---|---|
| Europe | 2 946 | 2 918 | 2 806 |
| Finland | 462 | 460 | 451 |
| Other Europe | 2 484 | 2 458 | 2 355 |
| Americas | 600 | 634 | 616 |
| AMEA (Africa, Middle East, Asia) | 1 572 | 1 558 | 1 569 |
| Total | 5 118 | 5 110 | 4 991 |
| EUR million | Q1/24 | Q1/23 | 2023 |
|---|---|---|---|
| Equipment sales | 303.1 | 339.3 | 1 441.5 |
| Service sales | 136.0 | 145.1 | 567.1 |
| Other sales | 0.0 | 0.9 | 40.9 |
| Total sales | 439.1 | 485.3 | 2 049.6 |
| Recognised at a point in time | 382.7 | 407.8 | 1 801.8 |
| Recognised over time | 56.3 | 77.5 | 247.8 |
| EUR million | Q1/24 | Q1/23 | 2023 |
| Equipment sales, last 12 months | 1 405.3 | 1 437.1 | 1 441.5 |
| Service sales, last 12 months | 558.0 | 570.9 | 567.1 |
| Other sales, last 12 months | 40.1 | 48.5 | 40.9 |
| Total sales, last 12 months | 2 003.3 | 2 056.6 | 2 049.6 |
During the first quarter of the financial year 2024, Cargotec had several share-based incentive programmes in place for the group's key employees. During the quarter, the Board of Directors of Cargotec Corporation did not establish any new share-based incentive programmes.
The following share-based incentive programmes established by the Board of Directors of Cargotec during the past financial years were in operation during the first quarter of 2024: Performance share programme 2020–2024, performance period 2022–2024. The performance period includes three measuring periods of one calendar year. For its third measuring period 2024, the potential reward will be based on the eco portfolio share in orders received for the key employees of the business area Kalmar. The programme is directed to approximately 30 key employees of Kalmar. The rewards to be paid on the basis of the performance period will amount to an approximate maximum total of 59,000 Cargotec's class B shares.
Performance share programme 2023–2025, performance period 2023–2025. The performance period includes three measuring periods of one calendar year. For its second measuring period 2024, the potential reward will be based on the service gross profit for the key employees of the business area Kalmar. The programme is directed to approximately 40 key employees. The rewards to be paid on the basis of the performance period will amount to an approximate maximum total of 57,000 Cargotec's class B shares.
Performance share programme 2024–2026, performance period 2024–2026. The performance period includes three measuring periods of one calendar year. For the key employees of the business areas Kalmar, the potential reward of the programme from the first measuring period 2024 will be based on the business areas' earnings per share (EPS). The programme is directed to approximately 40 key employees. The rewards to be paid on the basis of the performance period will amount to an approximate maximum total of 92,250 Cargotec's class B shares.
Restricted share programme 2020–2024, earnings period 2022–2024. The rewards to be paid on the basis of the performance period will amount to an approximate maximum total of 3,000 Cargotec's class B shares.
Restricted share programme 2023–2025. The rewards to be paid on the basis of the programme will amount to an approximate maximum total of 8,000 Cargotec's class B shares.
Restricted share programme 2024–2026. The rewards to be paid on the basis of the programme will amount to an approximate maximum total of 10,000 Cargotec's class B shares.
Information about the impact which the planned separation of Cargotec's core businesses Kalmar and Hiab into standalone companies will have on the incentive programmes will be provided in due course when additional information about the separation and its progress is provided.
| EUR million | Q1/24 | Q1/23 | 2023 |
|---|---|---|---|
| Operating profit | 45.8 | 55.9 | 240.2 |
| Restructuring costs | |||
| Employment termination costs | - | 0.2 | 1.1 |
| Impairment of inventories | -0.1 | 0.0 | 0.3 |
| Other restructuring costs* | 0.2 | 0.3 | -0.1 |
| Restructuring costs, total | 0.1 | 0.4 | 1.2 |
| Other items affecting comparability | |||
| Demerger and Listing costs** | 8.1 | - | 13.3 |
| Other items affecting comparability, total | 8.1 | - | 13.3 |
Comparable operating profit 53.9 56.3 254.7 * Other restructuring costs include contract termination costs (other than employment contracts), costs arising from outsourcing or transferring operations to new locations, maintenance costs of vacant and in the future redundant premises for Kalmar, gains and losses on sale of intangible assets and property, plant and equipment that relate to sold or discontinued operations as well as costs for the group-wide reorganisation of support functions.
** Demerger-related costs that have been allocated to Kalmar.
| EUR million | Q1/24 | Q1/23 | 2023 |
|---|---|---|---|
| Owned assets | |||
| Intangible assets | 0.5 | 0.2 | 1.3 |
| Land and buildings | 0.1 | 0.3 | 1.7 |
| Machinery and equipment | 10.8 | 17.3 | 52.9 |
| Right-of-use assets | |||
| Land and buildings | 2.9 | 1.8 | 16.7 |
| Machinery and equipment | 2.2 | 0.9 | 9.1 |
| Total | 16.6 | 20.3 | 81.7 |
| EUR million | Q1/24 | Q1/23 | 2023 |
|---|---|---|---|
| Owned assets | |||
| Intangible assets | 1.4 | 0.7 | 3.4 |
| Land and buildings | 0.9 | 0.9 | 3.5 |
| Machinery and equipment | 7.2 | 8.8 | 34.2 |
| Right-of-use assets | |||
| Land and buildings | 2.8 | 2.4 | 10.1 |
| Machinery and equipment | 1.4 | 1.2 | 6.0 |
| Total | 13.7 | 14.0 | 57.2 |
| EUR million | Q1/24 | Q1/23 | 2023 |
|---|---|---|---|
| Current year tax expense | 14.0 | 13.3 | 50.0 |
| Change in current year's deferred tax assets and liabilities | -1.0 | -2.1 | 1.0 |
| Tax expense for previous years | 1.3 | -0.5 | -3.3 |
| Total | 14.3 | 10.7 | 47.7 |
| 31 Mar | 31 Mar | 31 Dec | |
|---|---|---|---|
| EUR million | 2024 | 2023 | 2023 |
| Inventories | 452.9 | 560.3 | 460.9 |
| Operative derivative assets, Cargotec Group | 2.3 | 9.7 | 5.8 |
| Accounts receivable | 251.0 | 281.8 | 266.7 |
| Accounts receivable, Cargotec Group | 1.8 | 1.0 | 1.0 |
| Accounts receivable, total | 252.8 | 282.8 | 267.7 |
| Contract assets | 16.4 | 23.6 | 9.3 |
| Other operative non-interest-bearing assets | 56.5 | 59.5 | 54.7 |
| Other operative non-interest-bearing assets, Cargotec Group | 3.1 | 0.5 | 0.7 |
| Other operative non-interest-bearing assets, total | 59.6 | 60.0 | 55.4 |
| Working capital receivables | 783.9 | 936.4 | 799.2 |
| Provisions | -80.7 | -91.2 | -88.5 |
| Operative derivative liabilities | - | 0.0 | - |
| Operative derivative liabilities, Cargotec Group | -3.0 | -3.1 | -2.6 |
| Operative derivative liabilities, total | -3.0 | -3.1 | -2.6 |
| Pension obligations | -37.9 | -34.9 | -38.9 |
| Accounts payable | -192.0 | -276.4 | -167.0 |
| Accounts payable, Cargotec Group | -5.0 | -7.5 | -5.0 |
| Accounts payable, total | -197.0 | -283.8 | -172.0 |
| Contract liabilities | -126.3 | -92.4 | -109.8 |
| Other operative non-interest-bearing liabilities | -289.4 | -296.4 | -294.5 |
| Other operative non-interest-bearing liabilities, Cargotec Group | -0.2 | -0.7 | -1.1 |
| Other operative non-interest-bearing liabilities, total | -289.6 | -297.2 | -295.7 |
| Working capital liabilities | -734.5 | -802.6 | -707.5 |
| Total | 49.4 | 133.9 | 91.7 |
Assets and liabilities unallocated to business operations are not included in net working capital. Unallocated assets comprise loans and other interest-bearing receivables, cash and cash equivalents, income tax receivables, deferred tax assets, deferred interests, deferred considerations on disposals and derivatives designated as hedges of future treasury transactions. Unallocated liabilities comprise loans and other interest-bearing liabilities, income tax payables, deferred tax liabilities, accrued interests, deferred considerations on acquisitions, dividend liabilities and derivatives designated as hedges of future treasury transactions.
| 31 Mar | 31 Mar | 31 Dec | |
|---|---|---|---|
| EUR million | 2024 | 2023 | 2023 |
| Interest-bearing liabilities | 137.5 | 86.7 | 141.8 |
| Lease liabilities included in interest-bearing liabilities | 78.9 | 67.5 | 78.6 |
| Loans and cash pool liabilities, Cargotec Group | 85.6 | 92.3 | 112.8 |
| Loans receivable and other interest-bearing assets | -2.8 | -1.5 | -3.2 |
| Loans receivable and other interest-bearing assets, Cargotec Group | -47.2 | -2.3 | -2.3 |
| Cash pool receivable, Cargotec Group | -293.8 | -289.1 | -289.9 |
| Cash and cash equivalents | -79.6 | -86.8 | -82.6 |
| Interest-bearing net debt | -200.3 | -200.7 | -123.3 |
| EUR million | Q1/24 | Q1/23 | 2023 |
| Operating profit, last 12 months | 230.1 | 151.7 | 240.2 |
| Depreciation, amortisation and impairment, last 12 months | 56.9 | 53.9 | 57.2 |
| EBITDA, last 12 months | 286.9 | 205.6 | 297.4 |
| Interest-bearing net debt / EBITDA, last 12 months | -0.7 | -1.0 | -0.4 |
The fair values of interest-bearing assets and liabilities are not significantly different than their carrying amounts.
| 31 Mar | 31 Mar | 31 Dec | |
|---|---|---|---|
| EUR million | 2024 | 2023 | 2023 |
| Cash and cash equivalents | 79.6 | 86.8 | 82.6 |
| Cash pool receivables, Cargotec Group | 293.8 | 289.1 | 289.9 |
| Repayments of interest-bearing liabilities in the following 12 months | -23.4 | -30.9 | -27.8 |
| Cash pool liabilities, Cargotec Group | -31.7 | -26.7 | -62.7 |
| Repayments of interest-bearing liabilities in the following 12 months, | |||
| Cargotec Group | -53.9 | -58.2 | -50.1 |
| Liquidity | 264.3 | 260.0 | 231.9 |
| EUR million | Positive fair value 31 Mar 2024 |
Negative fair value 31 Mar 2024 |
Net fair value 31 Mar 2024 |
Net fair value 31 Mar 2023 |
Net fair value 31 Dec 2023 |
|---|---|---|---|---|---|
| Non-current | |||||
| Currency forwards, cash flow hedge | |||||
| accounting, Cargotec Group | 0.1 | 0.3 | -0.2 | 0.1 | 0.2 |
| Equity warrants | 0.0 | - | 0.0 | 1.1 | 0.0 |
| Total | 0.1 | 0.3 | -0.2 | 1.2 | 0.2 |
| Current | |||||
| Currency forwards, cash flow hedge | |||||
| accounting, Cargotec Group | 1.9 | 2.3 | -0.5 | 6.5 | 3.3 |
| Currency forwards, other, Cargotec Group | 0.3 | 0.4 | -0.1 | 0.0 | -0.2 |
| Total | 2.2 | 2.7 | -0.5 | 6.5 | 3.1 |
| Total derivatives | 2.3 | 3.0 | -0.7 | 7.7 | 3.2 |
Financial assets and liabilities recognised at fair value through profit and loss comprise mainly currency derivatives. The recurring measurement of these instruments at fair value is based on commonly applied valuation methods and uses observable market-based variables. Therefore, these measurements are categorised in the fair value hierarchy as level 2 fair values.
| 31 Mar | 31 Mar | 31 Dec | |
|---|---|---|---|
| EUR million | 2024 | 2023 | 2023 |
| Currency forward contracts | 440.5 | 656.3 | 578.6 |
| Cash flow hedge accounting, Cargotec Group | 403.5 | 634.1 | 526.8 |
| Other, Cargotec Group | 36.9 | 22.2 | 51.8 |
| Total | 440.5 | 656.3 | 578.6 |
The derivatives have been recognised at gross fair values in the balance sheet even when entered into with the same counterparty, as the netting agreements related to derivatives allow unconditional netting only in the occurrence of credit events, but not in a normal situation. Kalmar has not given or received collateral related to derivatives from the counterparties.
| 31 Mar | 31 Mar | 31 Dec | |
|---|---|---|---|
| EUR million | 2024 | 2023 | 2023 |
| Customer financing | 7.8 | 9.9 | 8.3 |
| Off-balance sheet leases | 0.5 | 1.2 | 0.6 |
| Other contingent liabilities | 0.7 | 0.6 | 0.7 |
| Total | 9.0 | 11.6 | 9.6 |
Cargotec Corporation has guaranteed obligations on behalf of the Kalmar companies arising from ordinary course of business. The total amount of these guarantees on 31 March 2024 was EUR 167.5 (31 Mar 2023: 253.1; 31 Dec 2023: 144.3) million.
Contingent liabilities are related to guarantees given by Kalmar in the ordinary course of business for the delivery of products and services. Guarantees are provided in different ways including direct guarantees, bank guarantees, and performance bonds. Various Kalmar entities are parties to legal actions and claims which arise in the ordinary course of business. While the outcome of some of these matters cannot precisely be foreseen, they are not expected to result in a significant loss to the Kalmar entities.
Commitments related to leases include commitments related to off-balance sheet leases and onbalance sheet leases not yet commenced, and residual value risk related to equipment sold under customer finance arrangements and accounted for as leases.
Kalmar's related parties include the parent company Cargotec Corporation and its subsidiaries ("Cargotec Group") and associated companies and joint ventures. Related parties also include the members of the Board of Directors, the CEO and other members of the Leadership Team, their close family members and entities controlled directly or indirectly by them. In addition, major shareholders with more than 20 percent ownership of shares or of the total voting rights in the company, are included in related parties.
The table below includes expenses of Kalmar's operative directors, who were part of Cargotec Group's management team. For the purpose of the preparation of the carve-out financial statements, a portion of the remuneration of Cargotec Group's management team and Board of Directors has been allocated to Kalmar to reflect the management's contribution to Kalmar's business. The table below may not be indicative of the expenses related to management remuneration that will incur in the following financial years.
| EUR million | Q1/24 | Q1/23 | 2023 |
|---|---|---|---|
| Wages, salaries and other short-term employee benefits | 0.5 | 0.8 | 2.9 |
| Share-based payments | 1.7 | 1.2 | 5.1 |
| Termination benefits | - | - | 0.5 |
| Total | 2.2 | 2.0 | 8.5 |
| EUR million | Associated companies | Cargotec Group | Total |
|---|---|---|---|
| Sale of products and services | - | 0.3 | 0.3 |
| Other operating income | - | 2.8 | 2.8 |
| Purchase of products and services | 0.0 | 0.0 | 0.0 |
| Administration expenses | - | -10.0 | -10.0 |
| Finance income | - | 3.8 | 3.8 |
| Finance expenses | - | -1.5 | -1.5 |
| 1 Jan─31 Mar 2023 | |||
|---|---|---|---|
| EUR million | Associated companies | Cargotec Group | Total |
| Sale of products and services | - | 0.1 | 0.1 |
| Other operating income | - | 2.4 | 2.4 |
| Purchase of products and services | 0.0 | 0.0 | 0.0 |
| Administration expenses | - | -10.5 | -10.5 |
| Finance income | 0.1 | 2.7 | 2.8 |
| Finance expenses | - | -1.8 | -1.8 |
| EUR million | Associated companies | Cargotec Group | Total |
|---|---|---|---|
| Sale of products and services | 0.0 | 0.2 | 0.2 |
| Other operating income | - | 9.9 | 9.9 |
| Purchase of products and services | 0.0 | -0.2 | -0.2 |
| Administration expenses | - | -43.7 | -43.7 |
| Finance income | 0.1 | 13.6 | 13.7 |
| Finance expenses | - | -8.0 | -8.0 |
Transactions with associated companies and Cargotec Group are carried out at market prices.
| 31 Mar 2024 | |||
|---|---|---|---|
| EUR million | Associated companies | Cargotec Group | Total |
| Derivative assets | - | 2.3 | 2.3 |
| Loans receivable and other interest | |||
| bearing assets | - | 47.2 | 47.2 |
| Accounts receivable | - | 1.8 | 1.8 |
| Other non-interest-bearing assets | - | 4.2 | 4.2 |
| Cash pool receivables | - | 293.8 | 293.8 |
| Derivative liabilities | - | 3.0 | 3.0 |
| Interest-bearing liabilities | - | 53.9 | 53.9 |
| Cash pool liabilities | - | 31.7 | 31.7 |
| Accounts payable | - | 5.0 | 5.0 |
| Other non-interest-bearing liabilities | - | 14.0 | 14.0 |
| EUR million | Associated companies | Cargotec Group | Total |
|---|---|---|---|
| Derivative assets | - | 9.7 | 9.7 |
| Loans receivable and other interest | |||
| bearing assets | - | 2.3 | 2.3 |
| Accounts receivable | 0.0 | 1.0 | 1.0 |
| Other non-interest-bearing assets | - | 1.1 | 1.1 |
| Cash pool receivables | - | 289.1 | 289.1 |
| Derivative liabilities | - | 3.1 | 3.1 |
| Interest-bearing liabilities | - | 65.5 | 65.5 |
| Cash pool liabilities | - | 26.7 | 26.7 |
| Accounts payable | - | 7.5 | 7.5 |
| Other non-interest-bearing liabilities | - | 14.8 | 14.8 |
| EUR million | Associated companies | Cargotec Group | Total |
|---|---|---|---|
| Derivative assets | - | 5.8 | 5.8 |
| Loans receivable and other interest | |||
| bearing assets | - | 2.3 | 2.3 |
| Accounts receivable | - | 1.0 | 1.0 |
| Other non-interest-bearing assets | - | 1.3 | 1.3 |
| Cash pool receivables | - | 289.9 | 289.9 |
| Derivative liabilities | - | 2.6 | 2.6 |
| Interest-bearing liabilities | - | 50.1 | 50.1 |
| Cash pool liabilities | - | 62.7 | 62.7 |
| Accounts payable | - | 5.0 | 5.0 |
| Other non-interest-bearing liabilities | - | 31.8 | 31.8 |
During the first quarter of 2024 Cargotec acquired software development consulting services with a value of EUR 0.1 (31 Mar 23: -; 31 Dec 2023: 0.1) million from an entity, which is controlled by a member of top management. Open accounts payable on 31 Mar 2024 was EUR 0.0 (31 Mar 2023: - ; 31 Dec 2023: 0.0) million.
Acquisitions and disposals with related parties are presented in note 15, Acquisitions and disposals.
Kalmar did not have other material business transactions with its related parties than those presented above.
Kalmar did not have any acquisitions or disposals during the first quarter of 2024.
In September, Kalmar acquired the product rights for the product line of electric terminal tractors from Lonestar Specialty Vehicles (LSV) in the United States for a purchase price of 9.5 million euros. The transaction included intangible assets related to the technology of the product line and prototype machines. In addition, Kalmar signed a manufacturing contract with LSV for the production of the acquired electric terminal tractor product range. The acquisition is treated as an asset acquisition.
Kalmar did not have any disposals in year 2023.
The Board of Directors of Cargotec has approved a Demerger plan concerning the Demerger of Cargotec according to which all assets and liabilities of Kalmar shall be transferred to a company to be incorporated in connection with the Demerger and to be named Kalmar Oyj.
In connection with the Demerger process, Cargotec has also agreed on financing arrangements for Kalmar, consisting of in aggregate EUR 300 million existing term loan facilities and in aggregate EUR 150 million new revolving credit facilities that will transfer from Cargotec to Kalmar upon the completion of the Demerger, which is expected to take place on or about 30 June 2024. The existing term loan facilities of EUR 300 million, already including the EUR 50 million loan linked to Kalmar, have been fully drawn and mature in 2025, 2026 and 2027, respectively. The new revolving credit facility agreements will be available to Kalmar upon the completion of the Demerger on or about 30 June 2024. The financing arrangements contain customary prepayment and cancellation provisions, financial covenants (net debt to equity), operational covenants, representations and warranties and events of default (subject to certain exceptions and qualifications).
The Board of Directors of Cargotec has on 8 April 2024 proposed that the Annual General Meeting (the "AGM") of Cargotec convened to be held on 30 May 2024 would approve the Demerger Plan and resolve upon the Demerger as set forth in the Demerger Plan. The completion of the Demerger is subject to, inter alia, approval by the AGM of Cargotec. The Demerger shall be completed on the date of registration of the execution of the Demerger with the trade register maintained by the Finnish Patent and Registration Office, which is planned to be on 30 June 2024.
Certain major shareholders of Cargotec, including Wipunen varainhallinta oy, Mariatorp Oy, Pivosto Oy and Kone Foundation, holding in the aggregate approximately 41 percent of the shares and approximately 75 percent of the votes in Cargotec, have indicated their support for the proposed Demerger.
As announced by Cargotec, Kalmar's Management Team will consist of the following members: Sami Niiranen, Sakari Ahdekivi, Carina Geber-Teir, Francois Guetat, Mathias Höglund, Tommi Pettersson, Marika Väkiparta, Alf-Gunnar Karlgren, Thor Brenden, Arto Keskinen, Shushu Zhang, and Thomas Malmborg.
The Board of Directors of Cargotec has on 8 April 2024 proposed to the AGM that Jaakko Eskola be elected as the Chair of the Board and Lars Engström, Marcus Hedblom, Teresa Kemppi-Vasama, Vesa Laisi, Sari Pohjonen and Emilia Torttila-Miettinen be elected as members of the Board of Directors of Kalmar.
On 20 May 2024 Cargotec and Kalmar have entered into a Transitional Services Agreement on certain services that will be provided on a transitional basis by Kalmar or any of its affiliates, either directly or through third-party service providers, to Cargotec and Cargotec or any of its affiliates, either directly or through third-party service providers, to Kalmar for a limited transitional period after the completion of the Demerger. The Transitional Services Agreement covers certain areas such as information technology, human resources, compliance, treasury, and finance.
Kalmar has negotiated sublease agreements with Cargotec for certain office premises. The leases will be recognised in Kalmar's financial information according to IFRS 16, when a contractual obligation after the contemplated demerger is formed.
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