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Manitou Group Earnings Release 2018

Mar 6, 2019

1503_iss_2019-03-06_304df311-0057-42fb-a594-3880795da5e2.pdf

Earnings Release

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Manitou: 2018 Results

  • Sales revenue of $\epsilon$ 1,884* million growing at a rate of +18% against 2017 (+19% like for like**)
  • Recurring operating income at $£129$ million (6.9% of net sales) against $£95$ million (6.0%) in 2017
  • Current operating income at 7.3% on a comparable basis (at constant exchange rates, scope and accounting standard)
  • EBITDA(1) of $\epsilon$ 162 million (9%) against $\epsilon$ 124 million (8%) in 2017

MAN

  • Net income attributable to the equity holders of the Parent of $684$ million against $660$ million in 2017
  • Dividend to be proposed at the upcoming Shareholders' meeting of $\epsilon$ 0,78 per share
  • Anticipation of an increase in sales for 2018 of around +10%
  • Anticipation for 2019 of an improvement in the current operating income/sales ratio of approximately 40 basis points

Ancenis, 06 March 2019 – The board of directors of Manitou BF, meeting on this day, approved the accounts for

  1. Michel Denis, President and Chief Executive Officer stated: "I am very satisfied with the group's development in 2018 across all geographies and markets. Our acceleration is the result of the investments we make year after year to strengthen our leadership and achieve our long-term objectives. Many additional human, financial and industrial resources have been implemented to better serve our customers.

The group thus closed the 2018 financial year with 18% growth in revenue and a current operating income of 6.9%, up 90 basis points compared to 2017. Excluding the effects of exchange rates, scope of consolidation and changes in IFRS accounting standards, our revenue growth was even 19%, and our operating income was 7.3%.

We should also note the 40% increase in our net income, which led the Board of Directors to propose a dividend of 0.78 euro per share at the next Shareholders' Meeting.

The dynamics of our order intake and the volume of our backlog allow us to confirm, all other things being equal, our expectation of revenue growth of around 10% for 2019, combined with an improvement in the percentage of profit from recurring operations of around 40 basis points."

MHA CEP S&S Total MHA CEP S&S Total
In millions of $\epsilon$ 2017 2017 2017 2017 2018 2018 2018 2018 Var.
Net sales 1095,2 244,0 251,7 1591,0 1 2 9 4 , 1 313,5 276,0 1883,6 $+18%$
Sales margin 163,3 29,6 65,7 258,6 198,1 43,0 72,7 313,8 $+21%$
Sales margin as a % of sales 14,9% 12,1% 26,1% 16,3% 15,3% 13,7% 26,3% 16,7%
Recurring OI 75,9 0,1 19,3 95,3 100,0 9,4 20,0 129,3 $+36%$
Recurring OI as a % of sales 6,9% 0,0% 7,7% 6,0% 7,7% 3,0% 7,2% 6,9%
OP. 71,0 0,3 19,0 90,3 97,4 9,0 19,7 126,1 $+40%$
Net income attributable to the group n/a n/a n/a 60,0 n/a n/a n/a 84,1 $+40%$
Net debt 76,0 148,1 +95%
Shareholder's equity 533,1 597,0 $+12%$
% Gearing (2) 14% 25%
Working capital 433 536 $+24%$

Auditing procedures performed

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This presentation may include forward-looking statements, which are based on current beliefs, expectations and assumptions, including without limitation assumptions regarding present and future business strategies and the business environment in which the Company operates, and involve known and unknown risk, uncertainties and other factors, which may cause actual results, performances or achievements, or industry results or other events, to be materially different from those expressed or implied by such forward-looking statements. Forward-looking statements speak only as of the date of this presentation and the Company expressly disclaims any obligation or undertaking to release any update or revisions to any forward-looking statements that this presentation may contain to reflect any change in expectations or any change in events, conditions or circumstances on which these forward-looking statements are based. Forward looking statements are for illustrative purposes only. Recipients of this presentation are cautioned that forward-looking information and statements are not guarantees nor undertakings of future performances and are subject to various risks and uncertainties, many of which are difficult to predict and beyond the control of the Company.

ISIN code: FR0000038606

Indices: CAC ALL SHARES, CAC ALL-TRADABLE, CAC INDUSTRIALS, CAC MID&SMALL, CAC PME, CAC SMALL, EN FAMILY BUSINESS, ENT PEA-PME 150

April 25, 2019 (after market closing): Q1'19 Sales Revenues

The Manitou Group is a global market leader in rough-terrain handling. It designs, manufactures, distributes and services equipment for construction, agriculture and the industry.

The Group's product ranges include all-terrain fixed, rotating and heavy-duty telehandlers, all-terrain, semi-industrial and industrial masted forklifts, wheeled or tracked skid-steer loaders, backhoe loaders, access platforms, truck-mounted forklifts, warehousing equipment and attachments.

Through its iconic brands - Manitou, Gehl, and Mustang - and its network of 1,500 dealers worldwide, the Group offers the best solutions by creating optimum value for its customers.

With its registered office in France, in 2018 the Group recorded a revenue of €1.9 billion in 140 countries, and it employs 4,400 people all committed to delivering customer satisfaction

1. STATEMENTS OF COMPREHENSIVE INCOME

CONSOLIDATED INCOME STATEMENT

In thousands of euros 31.12.2017* 31.12.2018
Net sales 1590968 1883578
Cost of goods & services sold $-1332391$ $-1569798$
Research & development costs $-20800$ $-23908$
Selling, marketing and services expenses $-94701$ $-105116$
Administrative expenses $-49696$ $-56152$
Other operating expenses and income 1920 736
RECURRING OPERATING INCOME 95 300 129 341
Impairment of assets $\circ$ $-339$
Other non-recurring income and expenses $-4966$ $-2898$
OPERATING INCOME 90 334 126 104
Share of profits of associates 2447 2 3 2 6
OPERATING INCOME INCLUDING NET INCOME FROM ASSOCIATES 92 781 128 431
Financial income 16 556 24 698
Financial expenses $-22027$ $-30673$
Financial result $-5472$ $-5974$
CONSOLIDATED INCOME (LOSS) BEFORE TAXES 87 309 122 456
Income taxes $-27203$ $-38103$
NET INCOME 60 10 6 84 3 54
Attributable to equity holders of the Parent 59 955 84 109
Minority interests 151 245

EARNINGS PER SHARE (IN EUROS)

31.12.2017* 31.12.2018
Net income (loss) attributable to the equity holders of the Parent $\mathcal{L}$
Diluted earnings per share 15.

*The comparative consolidated financial statements take into account the retrospective application of IFRS 9 (see the extract from the notes to the consolidated financial statements).

OTHER COMPONENTS OF COMPREHENSIVE INCOME AND EXPENSE & COMPREHENSIVE INCOME

in thousands of euros 31.12.2017* 31.12.2018
INCOME (LOSS) FOR THE YEAR 60 10 6 84 3 54
Adjustments in the fair value of available-for-sale financial assets 60 $-169$
Of which booked to equity 60 $-169$
Of which transferred to income of the year $\Omega$ $\Omega$
Translation differences arising on foreign activities $-27273$ 5297
Attributable to equity holders of the Parent $-27152$ 5847
Attributable to minority interests $-121$ $-550$
Interest rates hedging instruments 883 $-459$
Attributable to equity holders of the Parent 883 $-459$
Attributable to minority interests $\Omega$ $\Omega$
Items that will be reclassified to profit or loss in subsequent periods $-26330$ 4670
Actuarial gains (losses) on defined benefits plans 1115 4073
Attributable to equity holders of the Parent 1099 4057
Attributable to minority interests 16 16
Items that will not be reclassified to profit or loss in subsequent periods 1 1 1 5 4073
OTHER COMPONENTS OF COMPREHENSIVE INCOME $-25215$ 8743
COMPREHENSIVE INCOME 34 891 93 097
Attributable to equity holders of the Parent 34845 93 3 86
Attributable to minority interests 45 $-286$

THE OTHER COMPONENTS OF COMPREHENSIVE INCOME AND LOSS ARE PRESENTED NET OF THE ASSOCIATED TAXES. THE TAX IMPACT MAY BE
SPLIT AS FOLLOWS:

in thousands of euros 31.12.2017* 31.12.2018
Items that will be reclassified to profit or loss in subsequent periods $-493$ 297
Items that will not be reclassified to profit or loss in subsequent periods $-7784$ $-449$
TOTAL TAX IMPACTS -4 2 7 7 -152

*The comparative consolidated financial statements take into account the retrospective application of IFRS 9 (see the extract from the notes to the consolidated financial statements).

2. CONSOLIDATED STATEMENT OF FINANCIAL POSITION

ASSETS

in thousands of euros 31.12.2017* Net amount
31.12.2018
NON-CURRENT ASSETS
PROPERTY, PLANT AND EQUIPMENT 153 317 175 652
GOODWILL 288 288
INTANGIBLE ASSETS 37 C94 43 3 3 3
INVESTMENTS IN ASSOCIATES 21 3 29 18 008
NON-CURRENT FINANCE CONTRACT RECEIVABLES 3840 8210
DEFERRED TAX ASSETS 16722 16 588
NON-CURRENT FINANCIAL ASSETS 5657 8708
OTHER NON-CURRENT ASSETS 348 375
238 596 271 162
CURRENT ASSETS
INVENTORIES & WORK IN PROGRESS 451400 574 640
TRADE RECEIVABLES 324 593 361685
CURRENT FINANCE CONTRACT RECEIVABLES 1713 2487
OTHER RECEIVABLES
Current income tax 7 3 8 4 5858
Other receivables 32 348 41538
CURRENT FINANCIAL ASSETS 2 7 5 4 4412
CASH AND CASH EQUIVALENTS 39 570 27623
859 762 1018243
OTHER NON CURRENT ASSETS HELD FOR SALE 215
TOTAL ASSETS 1098358 1289620

EQUITY & LIABILITIES

in thousands of euros 31.12.2017* Net amount
31.12.2018
Share capital 39 6 22 39 6 68
Share premiums 45529 46 098
Treasury shares $-24305$ $-24018$
Consolidated reserves 413 765 442 629
Translation differences $-3440$ 3903
Net profit (loss) - Equity holder of the Parent 59 955 84 109
SHAREHOLDERS' EQUITY 531 126 592 389
MINORITY INTERESTS 1974 4585
TOTAL EQUITY 533 100 596 974
NON-CURRENT LIABILITIES
NON-CURRENT PROVISIONS 47 240 45 3 68
OTHER NON-CURRENT LIABILITIES 2677 3 1 0 1
DEFERRED TAX LIABILITIES 768 1 1 4 4
NON-CURRENT FINANCIAL LIABILITIES
Loans and other financial liabilities 47899 38 477
98 585 88 0 90
CURRENT LIABILITIES
CURRENT PROVISIONS 13 502 15 0 86
TRADE ACCOUNTS PAYABLE 260 063 292 715
OTHER CURRENT LIABILITIES
Current income tax 4304 6457
Other liabilities 118 402 148 640
CURRENT FINANCIAL LIABILITIES 70 402 141658
466 672 604 556
TOTAL EQUITY & LIABILITIES 1098358 1289620

*The comparative consolidated financial statements take into account the retrospective application of IFRS 9 (see the extract from the notes to the consolidated financial statements).

CHANGES IN CONSOLIDATED SHAREHOLDERS' EQUITY

In thousands of euros Share Capital Premiums Share Treasury
shares
Reserves Group net
income
Translation
differences
Revaluation
surplus
TOTAL
SHAREHOLDERS'
EQUITY (Group
part)
Minority
interests
TOTAL
EQUITY
BALANCE AT
31.12.2016*
39 557 44749 $-24088$ 383 952 43 110 23 698 908 511886 72 511958
Income for the year 2016 43 110 $-43110$
Income at 31.12.2017 59 955 59 955 151 60 10 6
Dividends $-16425$ $-16425$ $-7$ $-16432$
Change in translation
differences
$-27152$ $-27152$ $-121$ $-27273$
Valuation differences under IFRS 1129 1129 1 1 2 9
Treasury shares $-217$ $-217$ $-217$
Actuarial gains (losses)
on employee benefit
1099 1099 16 1115
Change in consolidation
scope and other
65 780 $-9$ 13 850 1942 2792
Shareholder's
agreement
$-78$ $-78$
BALANCE AT
31.12.2017*
39 622 45 529 $-24305$ 412 858 59 955 $-3440$ 908 531 126 1974 533 100
Income for the year 2017 59 955 $-59955$
Income at 31.12.2018 84 109 84 109 245 84 3 5 4
Dividends $-23753$ $-23753$ $-102$ $-23855$
Change in translation
differences
5847 5847 $-550$ 5297
Valuation differences under IFRS $-847$ $-847$ $-847$
IFRS 15 First-time
application
$-4886$ $-4886$ -8 $-4894$
Treasury shares 287 287 287
Actuarial gains (losses)
on employee benefit
4057 4057 16 4073
Change in consolidation scope
scope and other
46 569 $-5663$ 1496 $-3552$ 4251 699
Shareholder's
agreement
$-1242$ $-1242$
BALANCE AT
31.12.2018
39 668 46 098 $-24018$ 441722 84 109 3903 908 592 389 4585 596974

* The comparative consolidated financial statements take into account the retrospective application of IFRS 9 (see the extract from the notes to the consolidated financial statements).

4. CASH FLOW STATEMENT AS AT DECEMBER 31, 2018

in thousands of euros
31.12.2017*
31.12.2018
INCOME (LOSS) FOR THE YEAR 60 106 84 3 5 4
Less share of profits of associates $-2447$ $-2326$
Elimination of income and expense with no effect on operating cash-flow and not linked to operating activities
$^{+}$ Amortization and depreciation 33372 35925
Provisions and impairment $-6744$ 728
$\overline{\phantom{0}}$ Change in deferred taxes $-1103$ 2662
$+/-$ Income (loss) from non-current asset disposal $-133$ $-47$
$+/-$ Other $-1052$ 1 2 0 7
EARNINGS BEFORE DEPRECIATION AND AMORTIZATION 81996 122 502
Changes in cash flows from operating activities $-37378$ $-108068$
$+/-$ Change in inventories $-45582$ $-114396$
$+/-$ Change in trade receivables $-53846$ $-35548$
$+/-$ Change in finance contracts receivables $-1506$ $-5999$
$+/-$ Change in other operating receivables $-2376$ $-9756$
$+/-$ Change in trade accounts payable 49 003 35 450
$+/-$ Change in other operating liabilities 18 2 17 18 5 3 4
$+/-$ Change in taxes payable and receivable $-1288$ 3648
$+/-$ Change in liabilities linked to finance contracts receivables 0 $\Omega$
Change in capitalized leased machines $-9366$ $-19146$
CASH FLOW FROM OPERATING ACTIVITIES 35 252 $-4712$
Changes in cash flows from investing activities
$^{+}$ Proceeds from sale of property, plant and equipment 370 165
$^{+}$ Proceeds from sale of long-term investments 1370 $-35$
Purchase of intangible assets, property, plant and equipment (excl. rental fleet) $-40754$ $-46412$
Decrease (increase) of other financial assets $-268$ $-132$
$\overline{a}$ Acquisition of subsidiaries or minority interests $-510$ 63
Capital increase of associated companies $\circ$ $\circ$
$\ddot{}$ Dividends received from associates 4610 4886
CASH FLOW FROM INVESTING ACTIVITIES $-35181$ $-41464$
Changes in cash flows from financing activities
Increase in capital 845 615
$\overline{\phantom{0}}$ Decrease in capital
Merger operation
Dividends paid $-16432$ $-23855$
$+/-$ Purchase / sale of treasury shares 75 $-65$
$+/-$ Change in financial liabilities $-584$ 30 805
Of which loans taken during the year 233 40 087
Of which loans repaid during the year $-827$ $-9282$
$+/-$ Other 999 4630
CASH FLOW FROM FINANCING ACTIVITIES $-15097$ 12 130
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND BANK OVERDRAFTS
$-15026$
49 169
Cash, cash equivalents and bank overdrafts at beginning of the year
-8
Exchange gains (losses) on cash and bank overdrafts
CASH, CASH EQUIVALENTS, AND BANK OVERDRAFTS AT END OF THE YEAR 34 135 $-609$

* The comparative consolidated financial statements take into account the retrospective application of IFRS 9 (see the extract from the notes to the consolidated financial statements).

ACCOUNTING CHANGES IMPLEMENTED IN THE GROUP'S FINANCIAL STATEMENTS AS AT DECEMBER 31, 2018

The accounting methods and valuation rules applied by the Group in the consolidated financial statements as at December 31, 2018 are identical to those used in the financial statements at 31 December 2017, with the exception of the new texts referred below.

NEW STANDARDS FOR WHICH APPLICATION IS REQUIRED FOR THE 2018 FINANCIAL STATEMENTS

The mandatory interpretations as at 1 January 2018 have no impact on the Group's financial statements, with the exception of the following standards:

IFRS 9 "Financial Instruments"

IFRS 9 "Firancial instruments": IFRS 9 introduces a new classification of financial assets based on the Group's management intention, a dynamic model for impairment of financial assets based on expected losses in addition to the current model based on proven losses and extended hedge accounting principles.

The Group has chosen to apply the hedging component of IFRS 9. As such, the main amendment compared to IAS 39 concerns the treatment of foreign exchange derivatives and interest rates qualified as cash flow hedges. Henceforth, the change in the time value of options and the change in the premium/discount on forward transactions will be recorded in shareholders' equity over the life of the transactions, and recorded in financial income and expense when the hedged item is realized. The impact of the application of the hedging component of IFRS 9 is not material and is available below. The consolidated financial statements as at 31 December 2017 have been restated to allow for comparison. The restated balance sheet situation as at 31 December 2016 and 31 December 2017 is also presented.

The other components of IFRS 9, namely "Classification and Measurement" of financial assets and "Provisions", do not have an impact on the Group's financial statements.

IFRS 15 "Revenue from contracts with customers"

IFRS 15 defines a new approach to revenue recognition described in five steps. The main change induced by this standard for Manitou is the accounting treatment of the extensions of guarantees offered. As from 1 January 2018, revenue is recognized by distinguishing the sale of the machine from the warranty service. The warranty service product is spread over the warranty period.

IFRS 15 standard is applied using the "cumulative catch-up" method as at January1, 2018. The Group has decreased the amount of its opening shareholders' equity by €4.7 million, net of deferred taxes, to reflect the cumulative effect of the first application of the standard. In 2018, the application of IFRS 15 generated a decrease in revenue and current operating income of €2.3 million, or -C.1% of revenue. By division, this amount breaks down into a decrease of €6.4 million in revenue for the MHA division and an increase of $\epsilon$ 4.1 million in revenue for the S&S division

COMPARABILITY OF EXERCISES

The impacts of the application of the new IFRS 9 and IFRS 15 standards, as described above, are summarized below.

$\ensuremath{\mathsf{IFRS}}\xspace\,9$ «Financial Instruments»

INCOME STATEMENT

in thousands of euros 31.12.2017 Published IFRS 9 31.12.2017 Restated
Net sales 1590968 1590968
Cost of goods & services sold $-1332246$ $-145$ $-1332391$
Research & development costs $-20800$ $-20800$
Selling, marketing and services expenses $-94701$ $-94701$
Administrative expenses $-49696$ $-49696$
Other operating expenses and income 1920 1920
RECURRING OPERATING INCOME 95 4 4 5 $-145$ 95 300
Impairment of assets $\circ$ $\circ$
Other non-recurring income and expenses $-4966$ $-4966$
OPERATING INCOME 90 479 $-145$ 90 334
Share of profits of associates 2447 2447
OPERATING INCOME INCLUDING
NET INCOME FROM ASSOCIATES
92 926 $-145$ 92 781
Financial income 16 5 5 6 16 5 5 6
Financial expenses $-22001$ $-26$ $-22027$
Financial income $-5446$ $-26$ $-5472$
CONSOLIDATED INCOME (LOSS) BEFORE TAX 87 480 $-171$ 87 309
Income taxes $-27260$ 57 $-27203$
NET INCOME (LOSS) 60 2 20 $-114$ 60 106
Attributable to equity holders of the Parent 60 069 $-114$ 59 955
Attributable to minority interests 151 151

BALANCE SHEET - Impacts on equity

TOTAL
SHAREHOL
DERS'
EQUITY
Share,
Capital
Share
premiums
Treasury
shares
Reserves Group net
profit
Translation
differences
Revaluation
surplus
(Group
share)
Minority
interests
TOTAL
EQUITY
Published
balance at
31.12.2016
39 557 44749 $-24088$ 384 150 42912 23 6 98 908 511886 72 511958
IFRS 9 $-198$ 198 $\mathbb O$ $\circ$
Restated
balance at
31.12.2016
39 557 44749 $-24088$ 383 952 43 110 23 698 908 511886 72 511958
Published
balance at
31.12.2017
39 6 22 45 5 29 $-24305$ 412 744 60 069 $-3440$ 908 531 126 1975 533 100
IFRS 9 114 $-114$ $\circ$ $\circ$
Restated
balance at
31.12.2017
39 6 22 45 5 29 $-24305$ 412858 59 955 $-3440$ 908 531 126 1975 533 100

IFRS 15 "Revenue from customer contracts"

INCOME STATEMENT BY DIVISION

In thousands of euros MHA
Material
Handling and
Access
CEP
Compact
Equipment
Products
S&S
Services &
Solutions
IFRS 15 MHA
Material
Handling and
Access
CEP
Compact,
Equipment
Products
S&S
Services &
Solutions
IAS 18
31.12.2018
Net sales 1 2 9 4 0 8 7 313 509 275 982 1883578 1 300 473 313 509 271914 1885896
Cost of goods and services sold $-1095976$ $-270552$ $-203270$ $-1569798$ $-1095976$ $-270552$ $-203270$ $-1569798$
R&D, marketing, sales, service &
admin
$-98161$ $-33573$ $-52706$ $-184440$ $-98161$ $-33573$ $-52706$ $-184440$
RECURRING OPERATING PROFIT 99 950 9384 20 006 129 340 106 335 9384 15938 131 658
In % of net sales 7,7% 3,0% 7.2% 6,9% 8,2% 3,0% 5,9% 7,0%
OPERATING PROFIT 97 423 8970 19710 126 104 103 808 8970 15 642 128 421
OPERATING PROFIT INCLUDING
NET INCOME FROM ASSOCIATES
97439 8970 22 0 20 128 431 103824 8970 17952 130 748
Financial result $-5974$ $-5974$
PROFIT (LOSS) BEFORE TAX 122 456 124 774
Income taxes $-38103$ $-38720$
NET INCOME 84 3 5 4 86 054
In % of net sales 4.5% 4.6%

BALANCE SHEET - IFRS 15 IMPACT ON EQUITY

ASSETS

In thousands of euros 31.12.2017* IFRS 15 First-time application 01.01.2018
NON CURRENT ASSET 238 596 1880 240 476
CURRENT ASSETS 859762 3251 863013
o/w Inventories 451400 3 2 5 1 454 651
TOTAL ASSETS 1 098 358 5 1 3 1 1 103 489

EQUITY & LIABILITIES

In thousands of euros 31.12.2017* IFRS 15 First-time application 01.01.2018
Share capital 39 6 22 39 6 22
Share premiums 45 5 29 45 5 29
Treasury shares $-24305$ $-24305$
Consolidated reserves 413 765 $-4886$ 408 879
Translations differences $-3440$ $-3440$
Net profit (loss) – Equity holder of the Parent 59 955 59 955
SHAREHOLDERS' EQUITY 531 126 $-4886$ 526 240
MINORITY INTERESTS 1974 $-8$ 1966
TOTAL EQUITY 533 100 $-4894$ 528 206
NON CURRENT LIABILITIES 98 585 98 585
CURRENT LIABILITIES 466 672 10 0 25 476 697
o/w Other current liabilities 118 402 10025 128 427
TOTAL LIABILITIES 1098358 5 1 3 1 1 103 489

*The comparative consolidated financial statements take into account the retrospective application of IFRS 9, which has an impact on shareholders' equity. The other balance sheet items are not impacted.

SCOPE OF CONSOLIDATION

HMME - Hangzhou Manitou Machinery Equipment

The Group is in exclusive negotiations to sell its stake in HMME (Hangzhou Manitou Machinery Equipment Co Ltd.). As a result of these negotiations, the Group considers that, as at December 31, 2018, the conditions for applying IFRS 5 on non-current assets held for sale are fulfilled in light of the high probability for the sale to be completed.

This sale concerns a company that has been virtually dormant for several years and does not concern the partnership that Manitou Group has with the Hangcha Group on the design and assembly of industrial forklifts.

Thus, HMME's investments in associates are classified separately under "Non-current assets held for sale" and are valued at their lower carrying amount or estimated selling price, net of costs related to the sale.

The fair value assessment established taking into account the negotiations with the acquirer generated the recognition of a non-recurring loss of $\epsilon$ 0.3 million.

MANITOU SOUTHERN AFRICA - Sale of a 26% minority stake

On November 5, 2018, Manitou BF sold 26% of its subsidiary's share capital, Manitou Southern Africa (previously a 100% subsidiary), to the Columba Leadership Trust fund. This operation resulted in a decrease in the percentage of interests without change in the consolidation method. The gain on disposal was recognised in shareholders' equity.

During this transaction, Manitou BF granted Columba Trust a commitment to buy back its stake (put on minority interests). This put option was recorded as long-term financial debt at the discounted fair value of its exercise price, with a corresponding equity component of €1.2 million December 31, 2018.

LIST OF SUBSIDIARIES AND AFFILIATES

Parent company
Manitou BF SA
Ancenis, France
Consolidated companies Consolidation
method
% control % d'interest
Manitou America Holding Inc. West Bend, Wisconsin, United States FC 100% 100%
Manitou North America LLC West Bend, Wisconsin, United States FC 100% 100%
Manitou Equipment America LLC West Bend, Wisconsin, United States FC 100% 100%
Gehl Power Products, Inc Yankton, South-Dakota, United States FC 100% 100%
Manitou Brasil Manipulacao de Cargas Ltda. São Paulo, Brazil FC 100% 100%
Manitou Mexico Mexico DF, Mexico FC 100% 100%
Manitou Chile Las Condes, Chile FC 100% 100%
Compagnie Francaise de Manutention Ile-de-France Herblay, France FC 100% 100%
Manitou Global Services Ancenis, France FC 100% 100%
LMH Solutions SAS Beaupréau-en-Mauges, France FC 100% 100%
Manitou Développement* Ancenis, France FC 100% 100%
Cobra MS* Ancenis, France FC 100% 100%
Manitou Italia Srl Castelfranco Emilia, Italia FC 100% 100%
Manitou UK Ltd. Verwood, United-Kigdom FC 99,4% 99,4%
Manitou Benelux SA Perwez, Belgium FC 100% 100%
Manitou Interface and Logistics Europe Perwez, Belgium FC 100% 100%
Manitou Deutschland GmbH Ober-Mörlen, Germany FC 100% 100%
Manitou Portugal SA Villa Franca, Portugal FC 100% 100%
Manitou Manutencion Espana SI Madrid, Spain FC 100% 100%
Manitou Vostok Llc Moscou, Russia FC 100% 100%
Manitou Polska Sp Z.o.o. Raszyn, Poland FC 100% 100%
Manitou Nordics Sia Riga, Latvia FC 100% 100%
Manitou Southern Africa Pty Ltd. Johannesbourg, South Africa FC 74% 74%
Manitou Australia Pty Ltd. Alexandria, Australia FC 94% 94%
Manitou Asia Pte Ltd. Singapour FC 100% 100%
Manitou South Asia Pte Ltd. Gurgaon, India FC 100% 100%
Manitou China Co Ltd. Shanghai, China FC 100% 100%
Manitou Middle East Fze Jebel Ali, United Arab Emirates FC 100% 100%
Manitou Malaysia MH Kuala Lumpur, Malaisia FC 100% 100%
Manitou Equipment India Greater Noïda, India FC 100% 100%
Marpoll Pty Ltd (LiftRite Hire & Sales) Perth, Australia FC 50.5% 50.5%
Manitou Finance France SAS Puteaux, France EM 49% 49%
Manitou Finance Ltd. Basingstoke, United Kingdom EM 49% 49%
Hangzhou Manitou Machinery Equipment Co Ltd. Hangzhou, China $\left( 1\right)$ 50% 50%

EM: Equity Method
* dormant companies

Considering that the conditions for applying IFRS 5 on non-current assets held for sale are met, HMME, iritially accounted for by the equity method, was classified as non-current assets held for sale at 31
December 2018.. $\langle \bar{\eta}$

INFORMATION ON OPERATING SEGMENTS

The Group is organized around three divisions, two product divisions and a service division:

The MHA product division - Material Handling and Access manages the French and Italian production sites manufacturing telehandlers, rough terrain and industrial forklifts, truck-mounted forklifts and aerial working platforms. Its mission is to optimize the development and production of these equipments branded Manitou.

The CEP product division - Compact Equipment Products optimizes the development and production of skidsteer loaders, track loaders, articulated loaders, backhoe loaders and telehandlers branded Gehl and Mustang.

The S&S division - Services & Solutions includes service activities to support sales (financing approaches, warranty contracts, maintenance contracts, full service, fleet management, etc.), after-sales (parts, technical training, warranty management, fleet management, etc.) and services to end users (geolocation, user training, advice, etc.). The mission of the division is to develop service offers to meet the needs of each of our customers in our value chain and to increase resilient sales revenue for the group.

The three divisions design and assemble products and services which are distributed by the Sales and Marketing organization to dealers and key accounts in 140 countries.

CONSOLIDATED P&L BY DIVISION MHA, CEP, S&S

31.12.2018
In thousands of euros
MHA
Material Handling
and
Access
CEP
Compact
Equipment
Products
S&S
Services &
Solutions
Total
Net sales 1294087 313 509 275 982 1883578
Cost of goods and services sold $-1095976$ $-270552$ $-203270$ $-1569798$
Research and development costs $-19888$ $-4019$ $-23908$
Selling and marketing et service expenses $-47183$ $-15219$ $-42714$ $-105116$
Administrative expenses $-32378$ $-13911$ $-9863$ $-56152$
Other operating income and expenses 1289 $-424$ $-128$ 736
RECURRING OPERATING PROFIT 99 950 9384 20 006 129 341
Impairment of assets $-339$ $-339$
Other non-recurring income and expenses $-2188$ $-414$ $-296$ $-2898$
OPERATING PROFIT 97 423 8970 19710 126 104
Share of profits of associates 16 2310 2 3 2 6
OPERATING PROFIT INCLUDING NET INCOME FROM ASSOCIATES 97439 8970 22 0 20 128 431
31.12.2017
In thousands of euros
MHA
Material Handling
and
Access,
CEP
Compact,
Equipment
Products
S&S
Services &
Solutions
Total
Net sales 1095217 244 029 251722 1590968
Cost of goods and services sold $-931822$ $-214385$ $-186039$ $-1332246$
Research and development costs $-17042$ $-3758$ $-20800$
Selling and marketing et service expenses $-43168$ $-14240$ $-37293$ $-94701$
Administrative expenses $-28002$ $-12260$ $-9434$ $-49696$
Other operating income and expenses 894 694 332 1920
RECURRING OPERATING PROFIT 76 076 80 19 2 8 8 95 4 4 5
Impairment of assets
Other non-recurring income and expenses $-4970$ 262 $-258$ $-4966$
OPERATING PROFIT 71 106 342 19 0 30 90 479
Share of profits of associates $-387$ 2834 2447
OPERATING PROFIT INCLUDING NET INCOME FROM ASSOCIATES 70 718 342 21865 92926

The spare parts and accessories distribution business, which is integrated within the Services & Solutions division, benefits from services provided by the MHA and the CEP divisions (R&D, qualification of parts, qualification of suppliers), the already existing basis of sold units, as well as the brand name recognition built by those divisions.

In order to compensate for all of these benefits, the group's divisional reporting includes fees from the Services & Solutions division to the MHA and CEP divisions. This fee is calculated based on comparable indicators of external independent spare parts distributors for which the median operating income over a five year period amounted to 4.25% and 4.87% in Europe and the US, respectively, the main regions in which the S&S division operates. That fee is included in the line item «Cost of goods and services sold» of each division, which therefore includes the charges related to goods and services sold plus or minus the interdivision fees.

Assets, cash flows or even liabilities are not allocated to the individual divisions, as the operating segment information used by the group's management does not incorporate those various item.

NET SALES BY DIVISION AND GEOGRAPHICAL REGION

31.12.2018
In thousands of euros
Southern Europe Northern Europe Americas APAM Total
MHA 463 165 621991 99 204 109 727 1294087
CEP 18460 42855 202 583 49611 313509
S&S 96923 90958 48494 39 60 6 275982
TOTAL 578 548 755 804 350 282 198 944 1883 578
31.12.2017
In thousands of euros
Southern Europe Northern Europe Americas APAM Total
MHA 421824 490 891 79 330 103 171 1095217
CEP 13803 32 547 162 793 34886 244 029
S&S 87019 78494 50 923 35 286 251722
TOTAL 522 646 601932 293 046 173 343 1590968

6. EVOLUTION OF THE RECURRING OPERATING PROFIT BETWEEN 2017 AND 2018

7. GLOSSARY

EXPLANATION OF REPORTING LINES ITEMS

NET SALES

Net sales are principally made up of sales of new handling materials assembled within the group or acquired from third parties, sales of spare parts and attachments, rental of materials, and the sale of equipment fleet management services and various other services.

COST OF SALES

Cost of sales is made up of the cost of the goods and services sold, which includes the cost of raw materials and components and the workforce directly attributable to the good or service, and all operating costs of the production and logistics activities. Also included in the cost of sales are the amortization of intangible assets, equipment and materials allocated to the production activities, the costs of the contractual guarantee, provisions for depreciation of stocks, and exchange gains and losses booked on operating income in foreign currencies resulting from the variance between the exchange rate on the day of the transaction and the exchange rate on settlement.

GROSS MARGIN

The gross margin results from the difference between net sales and cost of sales

RESEARCH AND DEVELOPMENT EXPENSES

Research and development expenses are made up of the personnel costs and operating costs allocated to innovation, development, design, realization of prototypes and improvements to products. The activities frequently use external services as well as dedicated equipment and materials, the amortization of which will affect operation.

Research and development expenses that comply with the criteria of feasibility and innovation may be allocated in intangible assets and amortized in cost of sales at a later date. Expenses that do not comply are booked directly in charges.

COMMERCIAL AND MARKETING EXPENSES

Commercial expenses are primarily made up of personnel costs and associated expenses allocated to business development activities, managing the networks of concessionaires, marketing, and technical services. Also included in this line item are commissions on sales, promotion costs, trade fairs, credit insurance charges, commercial warranties, travel costs, and amortization of associated infrastructure.

ADMINISTRATIVE EXPENSES

Administrative expenses are principally made up of personnel costs and expenses associated with the support functions (human resources, finance, general secretariat, etc.). Also included is the amortization of the infrastructure associated with these functions

EXPENDITURE AND INCOME ON NON-RECURRING ITEMS

Expenditure and income on non-recurring items include the following elements:

  • impairment losses:
  • gains or losses on significant or unusual disposal of intangible and tangible assets
  • acquisition and integration costs
  • « Badwill » income
  • Income on sale of consolidated shares
  • restructuring costs
  • exceptional items corresponding to income and expenditure that are unusual in terms of their frequency, their nature and their amount.

OPERATING INCOME OR OPERATING MARGIN

Operating income, also known as operating margin in this document, includes all the recurring and non-recurring elements described above.

OPERATING INCOME INCLUDING NET INCOME FROM ASSOCIATES

The line item "Operating income including net income from associates" is made up of operating income and the share in the income of associated companies.

FINANCIAL INDICATORS AND OTHER DEFINITIONS

AT CONSTANT SCOPE AND EXCHANGE RATE

The exchange rate effect is calculated by applying on the net sales of the current period, the exchange rate of the previous period.

The scope impact is calculated by:

  • eliminating the revenue, over the current period, of companies acquired during the period,

  • eliminating the revenue, from January 1 of the current fiscal year, to the anniversary month of their acquisition, of companies acquired in the previous fiscal year,

  • eliminating the revenue, over the current and comparable periods, of companies sold in the current or comparable periods.

  • Companies acquired in 2017 (Manitou Equipment India in May 2017 and Liftrite at the end of July 2017), less their contribution, from January 1 of the current

  • financial year, to the anniversary month of their acquisition. There are no acquired companies or outgoing companies during the 2018 financial year

  • Application of IAS 18 "Revenue" to the current year's aggregates

  • Application of the 2017 fiscal year exchange rate.

AT CONSTANT ACCOUNTING STANDARD

The constant standard impact is calculated by applying the accounting standards applicable in the previous financial year to the current period.

In 2018: application of IAS 18 on current year aggregates

NET DEBT

Net debt corresponds to the difference between current and non-current financial liabilities on the one hand and on the other hand, current financial assets and cash and cash equivalents.

EBITDA

Operating income +/- provisions - reversals of amortization and impairment losses.

RECURRING EBITDA

Operating income - income and expenditure on non-recurring items +/- provisions - reversals of amortization and impairment losses.

GEARING

Ratio of net debt divided by the amount of shareholders' equity.

LEVERAGE

Ratio determined by dividing the amount of net debt at the end of the period by rolling 12-month EBITDA. This measures the amount of the debt in number of years of EBITDA.

OPERATING WORKING CAPITAL REQUIREMENT

Inventory and work in progress + clients + other debtors - trade accounts payable - other current liabilities.

Operating working capital requirement excludes sales financing receivables, which do not change in proportion to the operating activity.

ORDER BOOK

All customer orders received but not yet delivered.