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THE MATERIAL-HANDLING REFERENCE
2013 ANNUAL REPORT
THE MATERIAL-HANDLING
REFERENCE
2
HISTORY
3
1958
First Manitou rough terrain forklift-truck
created, based on an idea from Marcel Braud.
Group’s internationalization began.
1972
Sales & marketing partnership agreement
signed with Toyota for the exclusive distribution
of Toyota industrial forklifts in France.
4
1981
Manitou’s first telehandler launched.
1984
1993
The first of the MRT rotating telehandler forklifts
were put on the market.
1995
3
Aerial work-platforms launched.
1996
Manitou was ISO-9001-certified.
1998
Marcel Braud took office as Chairman
of the Supervisory Board.
2004
Manitou surpassed the one billion euro sales mark.
CONTENTS
3
2007
Manitou inaugurated a 22,000 m² international logistics center.
2008
The American Gehl Company was acquired.
INSTITUTIONAL
REPORT
2009
Governance changed and the company went back
to having a Board of Directors.
Group profile
5
2010
Key figures
6
Governance
8
Gehl and Mustang articulated loaders launched.
2011
Family shareholding reorganized.
Values and strategy
2012
Corporate social
Crossover agreement signed with the company
Yanmar for the manufacturing and distribution
of compact excavators.
2013
Partnership with Yanmar made stronger
with Yanmar taking a 6.26%-stake
in the group’s capital.
Dominique Bamas, Director, served as
interim President and CEO from March
to December.
2014
January: Michel Denis appointed
as President and CEO.
April: new roadmap hinged
on the three divisions, including
one for service.
SALES
REGIONS
Southern Europe, Northern
Europe, The Americas (Northern
and Southern America) and
the Rest of the world (APAM*).
Stock market listing.
2006
PRODUCT
DIVISIONS
Rough Terrain Handling
(RTH), Industrial Material
Handling (IMH), Compact
Equipment (CE).
1970
Manitou celebrated its 200,000th forklift-truck
manufactured and sold, across the world.
2013 ANNUAL REPORT
5
GROUP
PROFILE
MARKETS
Construction, Agriculture,
Industries.
TRADES
Designer, Assembler,
Distributor.
THE MATERIAL-HANDLING
REFERENCE
Founded by the Braud family over 60 years ago,
the Manitou group now operates throughout the world.
It owes its leading position in the material handling
industry (industrial or rough terrain forklift-trucks,
aerial work-platforms, compact loaders, warehousing
equipment, etc.) to its here-described organization:
BRANDS
Manitou, Gehl,
Mustang, Edge
and Loc.
10
responsibility
11
2013 in pictures
12
Expertise
14
Human resources
16
RTH Division
18
IMH Division
20
CE Division
22
Markets
24
2
INTERNATIONAL
LOGISTICS
CENTERS
of spare parts.
2013 REVENUE
1.176
B
Sales & Marketing
Strategy
25
Sales regions
26
Manitou on the stock
exchange
4
30
5
2013 ANNUAL REPORT
OF SALES
GENERATED
ABROAD
2009 2010
1 176
1 265
1 131
838
684
REVENUE (in €M)
2011 2012
KEY
FIGURES
2013
76
2013, A YEAR
OF TRANSITION
10
-48
50
75
EBITDA (in €M)
2010
2011 2012
2013
2009
403
Northern
Europe
24
Southern
Europe
28
393
22
133
20
Rest of the world
22
810
(in €M)
857
INVESTMENTS
by geographic region (in €M)
796
REVENUE
by division (in €M)
586
REVENUE
247
2010
2011 2012
RTH
ou
nit
Ma
hl
Ge
2009 2010
2011 2012
2013
2013
Americas
g
n
sta
Mu
REVENUE
NET (DEBT)
CASH POSITION
by nature (in €M)
-85
-103
-86
-139
124
163
2011 2012
2013
2011 2012
CE
2013
2009
242
245
Backed by a 1,400-strong dealership
network, the Manitou group
distributes its products across
the globe, under the Manitou, Gehl,
Mustang, Loc and Edge brands.
2012
2010
IMH
2010
6
Services
Trade
2011
2010
188
EMPLOYEES
WORLDWIDE
147
124
PRODUCTION
SITES
THE GROUP OPERATES
IN 120 COUNTRIES
55
175 Spare
parts
128
19
8
3,242
SUBSIDIARIES
WORLDWIDE
25
921
-243
(in €M)
Production
2013
REVENUE
WORKFORCE by geographic region
by market segment (in %)
(in number of people)
Construction
Industries
Southern
Europe
37%
27%
2235
Northern
Europe
137
158
Rest of the world
712
Americas
36%
Agriculture
7
2013 ANNUAL REPORT
THE BOARD
OF DIRECTORS:
Marcel Braud, Chairman (4)
Jacqueline Himsworth,
Vice-Chairwoman (5)
Gordon Himsworth (6)
Marcel-Claude Braud (2)
Christopher Himsworth (7)
Sébastien Braud (1)
Joël Goulet* (3)
Pierre-Henri Ricaud* (9)
Agnès Michel-Segalen* (8)
3
GOVERNANCE
* Independent members
in accordance with MiddleNext
recommendations
1
“
2
4
5
6
True courage is sometimes the courage of choosing.
“
7
8
9
“
Innovation is an alliance between research, marketing,
instinct, imagination, product and industrial courage.
“
CHAIRMAN’S
MESSAGE
At the end of the Group restructuring
cycle that followed after the upheavals
caused by the crisis in 2008, the Board
of Directors took the time to think
through and discuss about the group’s
future, in terms of its positioning, size
or operating method.
After having terminated the term of
office of the Chief Executive Officer
Jean-Christophe Giroux in March
2013 by mutual agreement, the
Group needed to ensure managerial
continuity in step with its ambitions,
with a leaner, more tightly-knit
management following the departure
of the Sales & Marketing and
RTH directors. We had the pleasure
of appointing one of our directors,
Mr. Dominique Bamas, as interim CEO.
He put himself at the service of the
group at a turning point in our history
where we needed to strike a balance
between profitability and growth.
During that period, he stabilized the
financing for 5 years, cut down debt
and initiated various optimization and
development programs that should
benefit the group in the years to come.
Manitou was now able to open a
new chapter in its history with the
appointment of Mr. Michel Denis as
President and CEO. The group can
rely on his experience to continue
the ongoing operational reforms and
adapt more rapidly to its commercial
challenges.
Our mission as the leader in rough
terrain handling for several decades,
is to serve our customers by perfectly
matching their requirements. Backed
by our group’s solidity and leading
position, we aim to remain true to our
longstanding credo: safe and secure
international development backed by
innovation, performance, quality and
customer satisfaction.
IN TRIBUTE
Georges-Henri Bernard’s arrival in 1971
coincided with a turning point for the
company. Henri Faucheux had left the
company, handing over the reins to
Marcel Braud who thereupon decided
quite naturally to bring within his inner
circle, various key persons whose
personality and expertise were crucial
to the group’s future.
This dedicated and trusted advisor
ushered many important projects
that allowed the group to continue
its growth.
Georges-Henri Bernard left office
in 1987 but remained director of the
Manitou group until 2009. He was
partner to Manitou’s “big adventure”
for nearly 40 years. His loyalty and
dedication shall forever remain in the
memories of all those who knew him.
The Board of Directors
wishes to pay tribute
to Mr. Georges-Henri
Bernard, former
Director, who passed
away on February
23, 2014.
8
PRESIDENT AND CEO
Michel Denis
Marcel Braud
Chairman of the Board of Directors
CEO’S
MESSAGE
Against the backdrop of a fragile
economic recovery and strong
tensions in the markets and prices,
Manitou holds several trump cards for
the challenges that the group faces:
our capacity for innovation that has
remained intact in an increasingly
standards-driven environment,
the breadth and consistency of
our product offering, its continued
expansion worldwide on markets
that have a high growth potential,
the loyalty of a highly professional
and increasingly close-knit network
offering a service that is consistent
with our own, as well as our renewed
ambition for performance and our
fighting spirit.
I will devote myself to upholding and
consolidating all of this know-how
and these assets that are deeply and
intrinsically embedded in Manitou’s
genes.
Our customers’ demands are just
the mirror image of an increasingly
complex and unpredictable world.
To earn our customers’ trust, we must
go back to our fundamentals, keep our
organizations – now based on three
divisions, including one for service -
and our processes simple, and renew
our proximity to all our stakeholders.
Coupled with the CSR procedure
that began two years ago in the
group, these strategic initiatives will
allow us yet again to demonstrate
our commitment and firmly establish
our position as the world’s leader.
Michel Denis
President and CEO
9
2013 ANNUAL REPORT
VALUES
AND STRATEGY
After three years of efforts made
towards structuring the company and
implementing its turnaround in a tense
economic environment, the year 2013
marked the return to the Company’s
fundamentals, with a management
transition that announced the opening
of a new chapter in the group’s history.
D
offering and wide-spread operations
across the globe through its network
of dealerships, the group is all set to
face the challenges of tomorrow.
To be THE Material-handling Reference, the Manitou group
decided in 2012 to build a Corporate Social Responsibility
(CSR) strategy that incorporates three key dimensions
of development:
The Manitou group is deeply attached
to its history, its know-how and its
staff. It continues to deploy the five
values that also represent the group’s
commitments to its customers and all
of its stakeholders.
• Provider of sustainable solutions
• Powered by Manitou Group people
• In close partnership with
our supply chain
Get to know the main stakeholders of this
strategy and our three commitments:
Deployed in 2013, our CSR approach rests on
« 15 priorities » steered by the various business
segments of the company: R&D, Sales & Marketing,
Human resources, Operations and Purchasing.
IP
SH
R
E
M
TO
ER CENT
RI
Innovation
& eco-design
C
ITY
CU
S
LE
A
Backed by its strengths, combining
innovative capacity, a vast product
CORPORATE SOCIAL
RESPONSIBILITY
DIF
A
FE
I PA T I O
PROVIDER
OF SUSTAINABLE
SOLUTIONS
ITY
Local economic
footprint
IN CLOSE PARTNERSHIP
WITH OUR SUPPLY CHAIN
TA
BIL
CE
UN
C
POWERED
BY MANITOU GROUP
PEOPLE
Partnerships
& innovation
O
AC
CSR requirements
towards suppliers
& Performance
monitoring
**
Exemplarity
& consistency
«REDUCE» program is a concrete example of the group’s
«REDUC
determina
determination
to put every CSR project on the path to growth,
to create shared value. Fuel consumption is a major expense
for our customers
cu
and users, and to date, no standard cycle
has been defined to calculate this consumption. In initiating
this progr
program, the group targets two objectives:
• reduce the
t environmental impact of its machines in terms
of fuel c
consumption;
• inform it
its customers in total transparency about the fuel
consum
consumption characteristics of the machines (l/h), the
10
Client and user
relationships
N
R
EN
TIC
Information
on products
& services
Refurbishment
Fuel efficiency
N
Noise and user
comfort
*** Tests performed
by Manitou according to the
t internal EP-695 procedure validated by UTAC
Equal
opportunities
Training
& personal
development
Employee
engagement
Wellbeing
at work
Health
and safety
savings made, and the resulting CO2 impact. In doing so, the
group gives a behind-the-scenes view of its test protocol
and measuring methodology.
To enhance the credibility of the data supplied, the Manitou
group opted to have the results of these tests validated
by the certifying agency UTAC (the Technical Union for
Automobile, Motorcycle and Cycle Industries) that handles
official assignments in the automotive sector.
11
2013 ANNUAL REPORT
• TRADE SHOWS:
- SIMA 2013 Paris:
international agricultural trade show
2013 IN PICTURES
- BAUMA 2013 Munich:
the biggest international
construction trade show
- AGRITECHNICA 2013
Hanover: international
agricultural trade show.
• CORPORATE
EVENTS:
- Yanmar: reinforcement of partnerships
with Yanmar
- Manitou Middle East: new subsidiary
opened in Dubai
- Group’s 5-year refinancing.
• PRODUCT LAUNCHES:
- Gehl V400, Mustang
4000V: the industry’s
most powerful skid-steer
loader
- New MT 8, 11 and 13
meter range: renewed
mid-height range for the
construction industry
12
- MRT Privilege Plus:
new range of rotating
telehandlers
- M30, M50: renewed
masted rough terrain
forklift range
- 6 new telehandlers
for agriculture: renewed,
enlarged range (MLT 629,
960 and 1040, as well as
engines compliant with
the new standards fitted
on the MLT 634, 735
and 741).
• GOVERNANCE:
- Interim management: to ensure
managerial continuity in line with the
group’s ambitions, Mr. Dominique Bamas,
Director, accepted to serve as interim
President and CEO from March
to December 2013. This familiar figure
• OTHER
KEY EVENTS:
- “Red Tour” organized in North
America to promote the Manitou
brand in that region
- 40th anniversary
of the Gehl skid steer
- record year for aerial
work-platform sales.
in the group for several years now is
a trusted advisor who made every effort
to bring the group back to its
fundamentals and strike a balance
between profitability and expansion.
- January 2014:
Michel Denis appointed as President
and CEO of the group.
• CSR:
- Castelfranco site (Italy)
and 3 French sites
ISO 14001-certified
- “REDUCE” program
launched to cut down
the environmental impact
of our machines in terms
of their fuel consumption
and to provide customers
with explicit information about
their consumption, the savings
generated (up to 20% more
than for competitor models)
and the resulting CO2 impact.
13
2013 ANNUAL REPORT
EXPERTISE
THREE VALUE-CREATING FIELDS OF EXPERTISE
Since its origins, the Manitou group has built an economic model around three pillars: design,
assembly and distribution. This development strategy has enabled us to focus our efforts
on product innovation, the setting-up of a high-performance, flexible industrial infrastructure
and the creation of strong networks of independent distributors.
DESIGNER
DESIGNER
Product innovation, the key to a successful
development strategy
Through its constant quest for innovation, the Manitou group can anticipate
the demands of the market by designing products that match its customers’
requirements perfectly. Besides, in optimizing its component sourcing
group-wide by selecting the best partners at the very outset, the group has
earned recognition for the quality and reliability of its products. The Manitou,
Gehl, Mustang, Loc and Edge equipment have a constant competitive edge
that is much appreciated by all of their users.
ASSEMBLER
FOCUS ON 2013
In 2013, Manitou Group pioneered in its line
of business an application that customers
can use to calculate the fuel consumption
of their machine, their carbon footprint and
the savings obtained compared to competitor
models. This application was developed
by the R&D (Research & Development)
and CSR (Corporate Social Responsibility)
departments, initially for Manitou’s
agricultural equipment. With this calculation
method, certified by UTAC (Technical Union
for Automobile, Motorcycle and Cycle
Industries), the group has demonstrated that
the end-user can save up to 20% of fuel with
a Manitou machine.
A powerful, highly flexible industrial tool
ASSEMBLER
In a move to adapt to fluctuating demand and the specificities of the different
markets, the Manitou group has built its industrial tool around three guiding
principles:
• development of the know-how in manufacturing structure assemblies
such as frames, booms and masts;
• flexibility and responsiveness of its supply chain to optimize production,
and the use of subcontracting and procurement of external components;
• use of its high-skilled assembly and fitting capabilities.
DISTRIBUTOR
FOCUS ON 2013
The operational challenges identified in 2012
were met in 2013 with tangible results, not
only in terms of time line management and
reduction but also industrial efficiency that
combines supply chain and production. The
significant improvements in quality made
in the last four years were continued. Also
in 2013, cost-cutting action plans picked
up pace; they are expected to contribute to
restoring the company’s financial standing.
Robust network of independent distributors
DISTRIBUTOR
14
From the outset, the Manitou group has focused on deploying reliable and
powerful networks locally. There are nearly 1,400 dealerships and distributors
spread over 120 countries, all specialized in handling equipment, who are
the flag bearers of the group’s brands, sharing the same commitment with
their manufacturer. The qualification of this network of specialists is now
unanimously recognized in all of the business sectors in which the Manitou
group operates. As an essential relay to dealerships, the sales administration
set up in each of the entities handle the routing and delivery of the equipment
in the four corners of the globe.
In proposing a comprehensive offering of services via its networks, from
financing the equipment to its maintenance, the group meets the increasing
pressing demand from customers for personalized service in tune to their
requirements, which will allow them to optimize their use of the equipment.
FOCUS ON 2013
The group consolidates its operations worldwide by continuing to expand and open
several new subsidiaries in countries having
a strong growth potential. Two new subsidiaries have been opened in the UAE and in
Brazil.
15
2013 ANNUAL REPORT
HUMAN RESOURCES
ADAPT, MOBILIZE, STRUCTURE
The year 2013 was one of transition, following the change of governance and strategy,
where the Human resources teams were called upon to provide support to management,
make for smoother reorganization and redeploy competencies within the group,
both in France and abroad.
• ADAPT THE ORGANIZATIONS:
“
following the departure of the CEO, the
strategic guidelines that were followed
in the past years were reworked in
March 2013 itself, with ensuing organizational changes, particularly in
the Sales, Marketing and Spare parts
structures. These changes that took
place during the interim period until
the new CEO took office were aimed
at simplifying and optimizing the organizations. The Human resources
team made every effort to assist line
management in these transfers, using a
pragmatic approach that was respectful
of employees.
In this changing
world, mobility
is essential to our
employability.“
Jérôme Tertrais,
Human resources Director
• STEP UP INTERNAL
MOBILITY:
with the modifications to the organizations, Human resources had to
step up internal mobility. To this end,
a group international internal mobility
program called “Manitou Move” was initiated right from September 2013. This
program consists in keeping outside
hires to the minimum and facilitating
staff mobility by making all open positions in the group readily viewable by
all employees. This program, which is
to be continued in 2014, achieved the
mobility of 50 managers, with 14 international moves in countries as varied
as the United States, Italy, Singapore,
Russia, Australia, United Arab Emirates,
Chili and Brazil.
16
• REDEPLOY COMPETENCIES:
the brisker pace of internal mobility
allowed internal competencies to be
redeployed in new organizations (to
move from support positions to salesrelated positions, for example) in new
markets (where resources based in
Spain moved to Chili, and those based
in Portugal moved to Brazil) or in
growing markets (resources based in
Belgium moved to the United States).
This simple, sensible and responsive
approach to mobility offered employees
great career opportunities while
optimizing the transfer of know-how
and skills in a timely manner.
• MAINTAIN PERMANENT
SOCIAL DIALOG:
• STRUCTURE THE HR
PROCESSES:
these changes could not have come
about without maintaining permanent
social dialog, one of the strengths of our
group. Above its legal duties, the Central
Works Council met ten times in the
course of the year 2013. Each of these
meetings provided the opportunity to
explain the progress made in employee
transfers, and the new meaning that the
group governance would like to lend
to the group’s future. To add to these
information and consultation sessions,
negotiation sessions were conducted
in France and in Italy on a wide variety
of topics (salaries, incentives, work
time organization, employment). These
negotiations on all of our sites led to
21 agreements being signed in the course
of the year 2013.
the Human resources processes have been
formalized and enhanced over the past
years; the annual assessment, objectivefixing, compensation, organizational and
team reviews, recruiting and mobility
processes are now fully developed.
A tool was necessary to structure them
and roll them out to the entire group.
This tool was successfully deployed in
2013. Accessible in all of the countries in
which our employees work and available
in three languages (French, English,
Italian), it presently covers nearly 2,500
employees in some twenty countries.
17
2013 ANNUAL REPORT
RTH DIVISION
INDUSTRIAL PERFORMANCE
AT THE CUSTOMER’S SERVICE
2013 SALES
€
810 M
REPRESENTING 69%
OF TOTAL SALES
STAFF: 1,630 PERSONS
“
Ask not what your customer can do for you;
ask what you can do for your customer.“
All-terrain handling
hand
is the Group’s historic activity and
remains the core business within the RTH division (Rough
Terrain Handling
Handling). This develops material-handling and
people lifting eq
equipment for the construction markets
(roofers, carpenters,
carpent
builders, etc), agriculture (livestock
farmers, cereal growers,
gro
etc), industries like mining and waste
processing, and also
a
for institutional clients (armed forces,
the UN, etc). The Manitou group listens closely to its endclients and is cons
constantly striving to increase its understanding
a
of their needs and
thus to guarantee more reliability and
performa
better performance.
- all-terrain personnel access platforms, either diesel
or electric and bi-energy, which include the ATJ aerial
work platforms or telescopic TJ, the vertical VJRs and
the scissors-based XEDs, ranging in height from 5.70 to
28 metres.
RTH develops and builds these products on the Ancenis,
Candé and Laillé sites in France, on the Castelfranco site in
Italy and on the Waco site in the US. Around 130 engineers
work in the R&D departments at these different sites on the
RTH division’s future products.
divis
The RTH division’s
core brands are:
telehandle for the construction industry (MTs)
- telehandlers
agric
and agriculture
(MLTs) with a lifting height of 5 to
metre and a capacity of 2.3 to 4 tonnes;
18 metres
- rotating telehandlers (MRTs) with a lifting height of
3 metres and a capacity of 4 to 5 tonnes;
14 to 30
high
- high-tonnage
MVT and MHT solutions which
are particularly suited to mines and quarries,
fo example;
for
REVIEW OF 2013
AND OUTLOOK FOR 2014
The year 2012 was one of improvements in
the industrial sector, and 2013 was able to take
full advantage of the progress made in terms of
control over time lines and processes.
The division stepped up its production volumes and
cut down its delivery times, while raising the level of
quality and optimizing industrial fluidity.
Besides launching new telehandler models for the construction market, the RTH Division created a fuel consumption
calculation method for its end-users called the “REDUCE”
program. This UTAC*-certified calculation method that was presented at the Agritechnica trade fair in Germany at end-2013
sparked much interest among farmers, proving to them that their
fuel consumption can be lowered by up to 20% compared to
a competitor machine. Another noteworthy fact is the record
that was reached in 2013, concerning the production of aerial
work-platforms at the Candé site (France).
With the strides that were made, the Division is set to continue,
in 2014, the various works that were started in the past two years,
placing customer satisfaction at the core of its priorities.
* Technical Union for Automobile, Motorcycle and Cycle Industries
18
19
2013 ANNUAL REPORT
2013 SALES
IMH DIVISION
124 M
€
REPRESENTING 10%
OF TOTAL SALES
STAFF: 215 PERSONS
A NEW STAGE
WITHIN THE GROUP
“
Our task is not to foresee the future, but to enable it.“
The IMH division (Industrial Material Handling) positions
the group on the world’s leading material handling market.
- truck-mounted forklifts with a lifting capacity of 2.5 tonnes
to 2.7 tonnes;
The division develops handling equipment dedicated
to industrial applications. It also offers management
services for fleets of handling machines, builds masts
for Toyota Europe.
- warehousing equipment also distributed under the LOC
brand, including pallet-trucks, stacking trucks, order
preparers, industrial tractors, retractable mast forklifttrucks, etc.
The main product ranges of the IMH Division are:
- Manitou industrial and semi-industrial masted
forklifts including electrical forklift-trucks of
1.5 tonne to 3 tonnes and diesel forklift-trucks with
a lifting capacity ranging from 1.5 tonne to 7 tonnes;
IMH develops these products at the Beaupréau site (France
– 49), the headquarters of the IMH division and under OEM
agreements with certain key market players. Providing a
genuine response to the specificities of material handling
on level surfaces and in warehouses, this equipment also
benefits from a service offer that runs from financing to
maintenance or rental plans.
REVIEW OF 2013
2013 was definitely the year of transition and extensive
transformation for the IMH Division that introduced a
new existence for the Industry within the Manitou group.
The agreement for the distribution of Toyota equipment in
France was completed on December 31, 2012, which enabled
the IMH division to introduce its MI and ME industrial forklift
range to this territory. Following on from the termination of
this distribution contract, Toyota also announced midway
into 2013 that it will put an end to the mast production
contract at its Ancenis plant, as of January 2015.
Given the change and expected fall in sales, the division
launched a massive cost price optimization program for
its equipment, initiated a Lean* process at its Beaupréau
site and pursued its efforts to cut down overheads.
The year 2013 was also marked by several events:
• the ME POP front loader electric forklift range and
the EMA II electric articulated forklifts were launched;
• the Beaupréau production site obtained the ISO 9001
certification;
• major operational breakthroughs were made to step up
our business standards and cut down time lines in all
the product lines;
• the «OEM Management» operational unit, in charge of all
the product ranges resulting from OEM agreements, was
established in Ancenis.
Riding on the success of its new MI range, the IMH division
intends to continue to expand its sales in the global industrial
material handling market in 2014. Accelerate cost cuts,
successfully launch new products (MSI 2/3 and MSI4/5 forklifts in
stage IIIB, new TMM truck-mounted masted forklift) and ramp up
its industrial network – these are the major challenges for 2014.
* Lean approach: optimize production to avoid wastage
20
21
2013 ANNUAL REPORT
CE DIVISION
2013 SALES
€
242 M
FIRMLY ANCHORED OPERATIONAL
AND FINANCIAL PERFORMANCE
REPRESENTING 21%
OF TOTAL SALES
STAFF: 569 PERSONS
“
In 2013 the Compact Equipment
Division focused on new product
enhancements based on customer needs as well as
continued emission regulations. An emphasis was also placed
on improving product quality, expanding the American dealer
network and partners, improving financing options, exploring
new business, optimizing our service and support and
streamlining processes. With all of this, the CE Division stayed
on course and exceeded its forecasts as regards operational
performance despite the highly-competitive environment, thus
laying the foundation for solid growth in 2014 and beyond.
“
Daniel L. Miller,
President, CE Division
Formalized by Manitou’s acquisition of Gehl in October
2008, the partnership between the two companies was
originally based on the complementarity offered by
their respective product ranges and networks. In 2009,
the activities of Gehl were integrated into the “Compact
Equipment” division, as were RTH and IMH, as part of the
group’s organizational overhaul.
Beyond product complementarity, numerous synergies that
were initiated in 2009 began to bear fruit in 2010 and 2011,
both internally (purchasing, R&D, production, etc) and in our
dealer networks across all countries.
CE’s primary product ranges are:
- Gehl and Mustang skid-steer and trackloaders;
- compact loaders;
- articulated loaders;
- telehandlers;
REVIEW OF 2013
Well-positioned to take advantage of the economic
growth in the United States, the Compact Equipment
Division was able to meet the demands of the
construction sector and rentals. The track-loaders,
excavators and telescopic handlers were well-received;
the forklifts benefited from the recovery of rental
companies in the North American continent. The
Compact Equipment team concentrated on rationalizing
processes, new products, new financing solutions,
as well as on improving services, paving the way for
sustainable growth.
These machines are manufactured in the US at the Yankton
and Madison plants. Their solidity, ease of use and lifting
capacity make them particularly well adapted to the
construction and agricultural markets.
22
23
2013 ANNUAL REPORT
MARKETS
THREE MARKETS FOR LIMITLESS APPLICATIONS
SALES & MARKETING
STRATEGY
CONSTRUCTION
In adopting a structured sales and
marketing approach, the group clearly
states its ambition to step up the
growth in sales in all of its markets
throughout the world, in keeping
with one of its core values,
CUSTOMER CENTRICITY.
AGRICULTURE
INDUSTRIES
In 2013, the sales and marketing policy
focused on strengthening the Manitou
group’s commitment in its various
markets (construction, agriculture,
industries), in its four sales regions
(Southern Europe, Northern Europe,
The Americas and APAM*) to accelerate
sales growth and provide better
customer support.
All of the group’s brands were a part
of this growth strategy. The expansion
of the Gehl and Mustang brands in
Europe and also in the rest of the world
continued, with reciprocally that of the
Manitou brand in the North American
continent, using a highly pro-active
approach.
24
In 2014, we will direct our efforts to
regaining market shares in the group’s
traditional regions and will continue
our expansion into geographic regions
with high-potential markets such as
South America.
* Asia, Pacific, Africa, Middle East
The group adapted its product ranges
as well as its service and finance
offerings to cater to this demanding,
international clientele, and was able
to set up the best-suited partnership
contracts with the support of its
dealers, consolidating its reputation as
THE Material-handling Reference for
rental companies.
SALES TO RENTAL COMPANIES
AND KEY ACCOUNTS
With the construction market leaning
increasingly towards rental, the sales
and marketing team, set up in 2012,
dedicated to rental companies and key
accounts successfully accelerated its
growth throughout 2013.
25
2013 ANNUAL REPORT
NORTHERN
EUROPE
SALES REGIONS
Despite a more sluggish environment
coupled with occasionally inclement
weather conditions, business in
Northern Europe remained steady
and holds promise.
The changes in sales were different
from one country to the next,
amounting to a slight decrease for
the entire region. While the United
Kingdom and Benelux suffered a
significant decline, sales in Nordic
countries increased by over 20%
and that of Russia and CIS* by over
15%. The change in the other countries
in this sales region, including Poland,
Central Europe, Germany, Austria and
Switzerland, was far less contrasted.
Despite the drop in most construction
and agricultural machine sales in
2013, the sales of Performance range
machines increased two-fold owing
to several contracts being signed with
armies. Also, access platform sales
increased by 39%. Sales in the industrial
division expanded well, just as in 2012.
The encouraging results obtained in
the second half-year of 2013 compared
to the same period in 2012 augur well
for the development of the markets in
2014, and should gain market shares
and reap the benefits of the actions
undertaken over the past months.
* Commonwealth of Independent States
SOUTHERN EUROPE
Just like the economy of the countries
in South Europe, equipment sales
struggled to take off in this zone iin
2013. However, the ever solid and
dynamic agricultural market helped
to keep up a satisfactory volume o
of
business, especially in countries whe
where
the construction market remains weak
(Romania, Bul
Bulgaria, The Balkans).
The constr
construction sector generally
remained relatively low with a
significant drop
dro in sales owing to the
decrease in construction
con
starts, as was
the case in France fo
for example.
h industrial
i
On the
front, the industrial
kli offering that was launched in
forklift
France afte
after the termination of the
dis
utio of Toyota products boosted
distribution
th
the sales v
volumes of the IMH (Industrial
Ma
terria Handling)
Han
ndli
Material
division and helped
p d th
h M
ni
nit
expand
the
Manitou
product offering in
ect
c
thiss ssector.
26
A regards compact equipment, in the
As
extremely weak market at present, the
Gehl and Mustang brands confirmed
the second place in terms of market
their
share, offering bright growth prospects
for the years to come.
It must be noted that changes are highly
contrasted from one country to another
in South Europe, with, for example the
double crisis - economic and political that deteriorated business in Turkey on
the one hand, and on the other hand,
the noticeable recovery in Spain which
recorded genuine, albeit moderate,
growth in sales.
Despite being hard hit by a difficult
economic climate, this sales region that
comprises countries with very mature
markets remains a benchmark market
for applications and service.
27
2013 ANNUAL REPORT
AMERICAS
SALES REGIONS
NORTH AMERICA
The change in distribution of the
different product ranges in the
North American continent was quite
contrasted, attributable to several
factors:
- slower overall growth compared to
2012;
- increased volume of sales to
mpanies due to the greaterr
rental companies
es faced by buyers;
uncertainties
- decline in compact loader sales,
penalized by the increase in product
wing the introduction of the
prices following
V and TierIV engines;
new iTierIV
e iin
n sales of semi-industrial
- increase
fts and
d truck-mounted
ed
masted forklifts
forklifts.
The mining and oil & gas sectors remain
strong with new business opportunities
to look forward to.
APAM*
This sales
s
region composed
posed
ed of highly disparate
dis
countries and c
covering
ritory c
es and marketing zon
oups tog
geth
a large territory
comprises two sales
zones: APAC that groups
together
Asia and the Pacific, and
d MEA that groups together
t
a Africa.
the Middle East and
APAC* :
these markets flourished
urished on the whole,
whol
nt breakthrough in India
with a significant
and Korea in the construction sector
where the concept of the telehandler
forklift is gaining ground, as is also
the case in Indonesia. The Singapore
zzone continued
inued to
o benefit from the
gr
rowt and business
bu
growth
received strong
b
acking from rental companies. The
backing
numerous major contracts signed in
the oil & gas sector in South Asia are
also noteworthy.
2012, the mining sector nevertheless
continued to generate a large part of
the sales revenue in that zone.
Business in Australia was propelled by
the agricultural sector in which the
group’s position was consolidated in
mature markets. While its performance
was more modest compared to
The entire zone remained very dynamic
with the support of the many targeted
marketing and sales actions that were
throug
conducted successfully throughout
the
year.
The Red Tour, an event organized to
promote red Manitou products in the
United States was a huge success and
should help step up telehandler sales in
niche markets.
LATIN AMERICA
Business in South America slowed
down in 2013. While this decline
remained moderate in Brazil, it was
much sharper in Argentina, thereby
increasing country risk. The mining
sector remained healthy and accounted
for the major portion of equipment
sales. Several actions were conducted
for the agricultural sector that should
be a major lever of growth in the
coming years.
Mexico, Columbia and certain Central
American countries on the other hand
experienced substantial growth that
led to the decision to reinforce the
commercial teams on a new zone
covering the area from Mexico to
Venezuela.
28
MEA* :
whereas
the
mining
business
declined sharply in South Africa, new
opportunities came up in this sector
in countries such as Morocco, Ghana,
Mauritania and Tanzania.
The new ranges of industrial forklifts
that were deployed over the entire
zone and the major efforts made to
boost agricultural sector sales did pay
off, but their impact was weakened by
currency fluctuations and the some-
predictable business climate
times unpredictable
due to political events.
th the
In a move to keep in step with
growth in the Middle East markett and
to be closer to this region where several
great events are awaited (FIFA World
Cup, World Exhibition, etc.), a subsidiary
was opened in Dubai.
* APAM: Asia Pacific Africa Middle East
APAC: Asia Pacific
MEA: Middle East Africa
29
INDEX AND VOLUME EVOLUTION OF MANITOU SHARE SINCE 01.01.2013
2013 ANNUAL REPORT
me
lu
Vo
Share price
in €
ou
nit
BF
ble
a
ad
-tr
ll
CA
CA
Ma
Volume
MANITOU ON
THE STOCK EXCHANGE
SHAREHOLDERS AND SHARE DETAILS
MARKET AND OTHERS
25,5%
Jan. 13
Feb. 13
Mar. 13 April 13 May 13
June 13 July 13
Aug. 13 Sept. 13 Oct. 13
Nov. 13 Dec. 13
Jan. 14
Feb. 14
MAIN
SHAREHOLDERS
ANALYSTS
COVERING THE
MANITOU SHARE:
SHARE PRICE EVOLUTION IN €
ID Midcaps
Denis Scherrer
Oddo & Cie
Emmanuel Matot
Exane BNP Paribas
Laurent Gélébart
Kepler Cheuvreux
Thomas Alzuyeta
Gilbert Dupont
Denise Bouchet
MainFrist Bank AG
Carole Rozen
Portzamparc
Jean-Baptiste
Barenton
Goldman Sachs
Eshan Toorabally
Natixis
Kathleen Gailliot
Société Générale
Marie-Line Fort
BRAUD & HIMSWORTH
FAMILIES
65,4%
TOYOTA
2,8 %
6,3 %
2009
2010
2011
2012
2013
High
12,74
17,69
24,99
19,70
14,55
Low
3,48
8,91
10,01
10,86
9,42
10,38
17,31
11,74
13,00
13,80
Year change
+ 27,4 %
+ 66,7 %
- 32,2 %
+ 10,7 %
+ 6.15 %
THE MANITOU SHARE IS LISTED
ON NYSE EURONEXT PARIS
Annual evolution
of Cac Mid & Small
+ 39,7 %
+ 18 %
- 21,4 %
+ 20,5 %
+ 26,7 %
• EUROLIST compartiment B
390
650
464
514
546
Number of shares
traded daily
45 544
20 731
35 755
18 319
17 524
Number of shares
traded annually
11 659 292
5 348 601
9 189 032
4 689 715
4 463 012
37 567 540
37 567 540
39 547 824
39 548 949
39 548 949
30,8 %
14,2 %
23,8 %
11,9 %
11,3 %
Year-end price
Market capitalization at 31.12
in millions of €
Number of shares at 31.12
Share turnover rate
30
CM-CIC Securities
Christian Auzanneau
YANMAR
• Code ISIN: FR0000038606
SHARE MANAGEMENT
• Establishment in charge of managing shares:
Société Générale Securities Services
• Market-making contract:
Portzamparc Société de Bourse SA
CAPITAL AND SHAREHOLDERS
• Capital of € 39 548 949
STOCK MARKET INDEXES
RESPONSIBLE FOR FINANCIAL
INFORMATION
• Hervé Rochet, CFO
CAC PME • CAC Mid & Small • CAC Small •
CAC All-Tradable • CAC All-share • NEXT 150
31
Share capital
of € 39,548,949
RCS Nantes B857 802 508
Siret 857 802 508 00047
APE 292 D / APE - NAF 2822Z
Head office:
430 rue de l’Aubinière
BP 10249 - 44158 Ancenis
cedex - France
Tel. : + 33 (0)2 40 09 10 11
Fax : + 33 (0)2 40 09 21 90
10-31-1253 / Certifié PEFC / pefc-france.org
Manitou BF
Designed and produced by ELUERE & ASSOCIES - RCS Nantes B 390 652 931
Photo credit: Gaël Arnaud, Antoine Monié, Manitou Group
Goubault Imprimeur ISO 14001 - Printed with vegetable inks on PEFC paper.
www.manitou-group.com
THE MATERIAL-HANDLING REFERENCE
2013 FINANCIAL REPORT
1. MANITOU AND THE GROUP
1.1
1.2
1.3
1.4
1.5
Key figures
Background and highlights
The Group’s main businesses
Information on the Group’s main subsidiairies
and organisational chart
Property, plant and equipment
2. 2013 MANAGEMENT REPORT
2.1
2.2
2.3
2.4
Business review
Financial results
Research and development
Post-closing events
3. RISK FACTORS AND RISK MANAGEMENT
CONTENTS
3.1
3.2
3.3
3.4
Financial risks
Operational risks
Other risks
Risks covered by insurance
4. CORPORATE SOCIAL RESPONSIBILITY
4.1
4.2
4.3
4.4
4.5
The Manitou Group’s CSR program
Environmental information
Social information
Corporate information
Methodology: non-financial indicators
5. CORPORATE GOVERNANCE
5.1
5.2
5.3
5.4
5.5
Governance in 2013
The executive bodies
Compensation paid to the administrative and executive bodies
Audits
Other information
6. MANITOU AND ITS SHAREHOLDERS
6.1
6.2
6.3
6.4
General information concerning the issuer
Information on the share capital
Publically available documents
Manitou’s shares
7. ADDITIONAL INFORMATION
7.1
7.2
Chairman’s report in application of Article L.225-37
of the French Commercial code
Statutory auditors’ report on the Chairman’s report
8. FINANCIAL STATEMENTS
8.1
8.2
8.3
8.4
Consolidated financial statements
Statutory auditor’s’ report on the consolidated
financial statements
Parent company financial statements
Statutory auditors’ report
P. 4
5
6
7
10
13
P. 14
15
18
24
26
P. 28
29
34
37
37
P. 38
39
40
45
49
52
P. 59
60
69
69
74
74
P. 75
76
77
81
81
P. 83
84
89
P. 90
91
130
131
150
1.
MANITOU
AND THE GROUP
PAGE
1.1 Key figures
1.2 Background
and highlights
1.3 The Group’s
main businesses
1.4 Information on the
Group’s main subsidiaries
and organisational chart
1.5 Property,
plant and equipment
5
6
7
10
13
MANITOU AND THE GROUP
1.1 KEY FIGURES
CONSOLIDATED FINANCIAL INDICATORS*
In millions of euros
2012**
2013
1,265
1,176
Recurring operating income
45
21
Operating income
46
16
Sales
Net income attributable to the equity holder of the parent
45
1
435
413
Balance sheet total
857
833
Annual dividends paid (or proposed) in the following year (in euros)
0.45
Shareholders’ equity
Cash flow from operating activities
38
Net debt***
Total headcount as at December 31
24
103
85
3,219
3,242
* Sales revenues in accordance with IFRS as adopted by the European Union at the closing date of these financial statement (see section 8.1.7. of the notes to the consolidated financial statements at
31.12.2013)
** Restated figures following the application of IAS19 revised
*** The notion of net debt is defined in paragraph 2.2.9 of this document.
SHAREHOLDER STRUCTURE AS
AT 31.12.2013
STOCK MARKET
& MISCELLANEOUS
Market capitalization at December 31, 2013: €546 million
25,5%
Share price at December 31, 2013: €13.80
Number of shares: 39 548 949
BRAUD & HIMSWORTH
FAMILIES
Indices: CAC MID & SMALL, CAC SMALL, CAC ALL-TRADABLE,
CAC ALL-SHARES, NEXT 150
65,4 %
Eligible for DSS long-only (Deferred Settlement Service)
TOYOTA
2,8 %
6,3 %
YANMAR
MANITOU GROUP
7
1.2 BACKGROUND AND HIGHLIGHTS
Aerial work platforms
BACKGROUND
2012 AND 2013 HIGHLIGHTS
The group is organized in three divisions:
1945 The company “Braud Mécanique Générale” founded in Ancenis in the
Loire Atlantique region of France.
January 2012 Manitou announces a new partnership for North America
with Yanmar, a worldwide leader in construction equipment. Distribution by
Manitou of Gehl & Mustang mini excavators produced by Yanmar. Production
of track loaders for Yanmar.
– The RTH Division (Rough Terrain Handling), specialising in rough terrain
handling equipment,
February The launch of the new MI range of industrial forklift trucks (IMH
Division) outside of France.
– The CE Division (Compact Equipment), specialising in compact equipment.
April The 280TJ aerial work platform (RTH Division) receives the award for
the best aerial work platform of 2012 (IAPA) awarded by a professional jury.
Each of these divisions is structured around the Company’s three areas of
expertise as a designer, assembler and distributor of handling products.
July The launch of the Gehl V400 skid loader with vertical arms and the
Mustang 4000V (CE Division).
Complementary businesses such as the sale of spare parts or attachments and
the provision of services such as third party fleet management, training, etc.,
are a part of each division.
August Official launch of the MLT 840, the latest innovation in the
agricultural range (RTH Division).
The group also owns the Manitou, Gehl, Mustang, Edge and Loc brand names.
September New subsidiary in Latvia. First group participation in the
MineExpo mining trade show in Las Vegas.
The distribution network is mainly composed of distributors/dealers which
either primarily market Manitou products or are multi-brand distributors. That
configuration varies according to geographic region. The company works with
1,400 distributors in 120 countries.
1958 Development and marketing of first rough terrain forklift truck and
creation of the Manitou brand name.
In the 70’s: The beginning of the Group’s internationalization: The creation
of the distribution subsidiaries in the United Kingdom, Italy, etc.
The beginning of the distribution of Toyota industrial forklift trucks in France.
In the 80’s: The Group refocuses its activities on the design and production
of handling equipment.
The Group establishes itself in the USA.
1981 Launch of the first telescopic truck for the construction industry.
1984 Manitou BF* listed on the «Second Marché» (Secondary securities
market) in France.
1989 Launch of the first telescopic truck for the agricultural industry.
The 1990’s: The Group pursues its international expansion (Benelux,
Germany, Spain, Portugal, Singapore and South Africa).
1995 Creation in Ancenis of a JV with the Toyota group intended to assemble
the Japanese manufacturer’s industrial forklift trucks for the European
market. Launch of the first range of aerial work platforms and rough terrain
truck-mounted forklift trucks.
In the 2000’s: The continuation of the Group’s internationalization in
Canada, Australia, China, Poland, Russia, Chile, Romania and India.
Manitou celebrates its 200,000th forklift truck.
2004 Manitou signs a product cross-distribution agreement with Gehl
Company in the US and acquires a 14.9% stake in Gehl.
2008 Launch of a public offering for Gehl in order to strengthen the Group’s
presence in North America and benefit from a portfolio of complementary
products. Gehl becomes a wholly owned subsidiary of Manitou BF as of
November 1, 2008.
Manitou celebrates its 50th birthday.
2009 Economic crisis causing a 54% decrease in sales and the beginning
of a financial crisis.
150 Year celebration of the Gehl brand name.
2011 Merger with the holding company SFERT within the framework of a
readjustment of family control. The opening of subsidiaries in Latvia, Brazil
and India.
2012 Termination of the distribution partnership with Toyota France.
Launch of our own range of industrial forklift trucks outside of France.
Signature of a partnership with Yanmar in North America.
2013 Announcement of the termination of the mast assembly contract with
Toyota France (TIE SA) as of January 1, 2015.
Strengthening of the partnership with Yanmar, which takes a 6.26% stake
in Manitou.
* The company is indifferently referred to in this document as both Manitou and Manitou BF.
8
1.3 THE GROUP’S MAIN BUSINESSES
October Transfer of the masted rough terrain forklift truck (the Manitou)
from France to Waco (Texas).
February 13 Participation in the SIMA (International Exhibition of Agricultural
Equipment). The introduction of the new MLT 629 with the €IIIB engine.
March The appointment of Dominique Bamas as interim CEO following
the resignation of Jean-Christophe Giroux. Dominique Bamas, as a Board
member, waived the directorship he’s assumed since 2009 to devote himself
to his new responsibility.
April The BAUMA international trade show. Renewal of the mid-height
construction range: Introduction of the MT 835, 1135 and 1335. Development
of a large range of attachments adapted to customers’ needs.
Appointment of François F. Piffard to the position of VP Sales & Marketing
June Signature of a new credit agreement for €220 million in funding,
replacing the pre-existing contract.
July Renewal of the ISO 9001 certification for the main French sites
(multisite certification).
Toyota confirms the discontinuation of the mast production contract as of
January 1, 2015.
October Strengthening of partnerships with Yanmar
Extension of the existing distribution agreement for mini excavators in North
America, Mexico and South America.
Yanmar takes a 6.26% stake in Manitou BF previously held by the French
bank, Societé Générale.
– The IMH Division (Industrial Material Handling) which is focused on
industrial handling equipment,
The “Maniaccess” range of aerial work platforms for personnel and loading
is a part of the RTH division. The platforms designed and marketed by the
group include articulated platforms, vertical platforms scissor and access
platforms. The platforms are powered by internal combustion engines for
outdoor use and electrically powered for indoor use. A range of articulated
aerial work platforms called “bioenergy” are equipped with an internal
combustion engine which allows their batteries to be recharged without onsite transformers.
The majority of the platforms are marketed through independent regional,
national and international rental companies, making this a very cyclical
business.
Sales financing is not considered to be a group business despite the fact that
two joint venture companies are concerned by that business. Sections 3.1.4
and 2.2.7 provide more detailed information.
RTH DIVISION - (ROUGH TERRAIN HANDLING):
The RTH division designs, assembles and distributes rough-terrain products
under the Manitou brand name.
Construction equipment
This division’s products mainly consist of “Manitou” masted forklift trucks
and the “Maniscopic” fixed and rotating telescopic trucks. These trucks
operate within a height range from 4 to 30 metres and can lift loads of up
to five tonnes.
End-users are mainly craftsmen (builders, roofers, etc.) and regional, national
or international rental companies. They work in the residential and nonresidential construction and renovation industries. These users are looking
for straightforward, multi-purpose products whose handling capabilities
make them ideal for efficiently distributing materials on construction sites. A
large number of attachments are available for our telescopic trucks, enabling
them to be used for a broad range of applications.
Manitou offers the most complete product range to meet all of these sectors’
needs.
The equipment utilisation rate is around 500 hours a year.
November Participation in the Agritechnica trade show.
Presentation of the MLT 1040 and MLT 960.
Launch of the “REDUCE”, a UTAC certified method to calculate the
consumption of the telescopic trucks. The program brings out the competitive
advantage of the Manitou forklift trucks for which consumption is below that
of its main competitors.
Rough terrain aerial work platform powered
Aerial work platform
with internal combustion
powered electrically
Agricultural equipment
Equipment made for the agriculture sector is engineered to withstand
intensive daily use. It consists of five to ten meter telescopic trucks and
can be equipped with a multitude of attachments for performing common
day-to-day tasks (scraping animal houses, cleaning, feeding cattle, silounloader, handling straw / hay bales, loading and unloading materials, etc).
For example, stockbreeders use telescopic trucks at a rate of around 1,500
hours per year which is more than they use their tractors.
Manitou is constantly improving the performance and finishing’s of its forklift
trucks in order to meet the increasingly demanding requirements of its
customers. Most customers own their own equipment, and are looking for
machinery with a high level of comfort on a par with that provided by their
tractors and combine harvesters. Equipment intended for agricultural use is
therefore equipped with cab suspension, air conditioning and the “JSM”, a
Manitou-designed joystick that can be used to control the full range of the
equipment’s handling functions with the fingertips.
December Issuance of €12.5 million in “Micado 2019” bonds. This direct
issuance permitted the early repayment of loans outstanding with partner
banks.
January 14 Appointment of Michel Denis to the position of Chief executive
officer as a replacement to Dominique Damas.
Masted forklift truck
Telehandler
Rotating telehandler
MANITOU GROUP
9
“Performance” rough terrain forklift trucks
The high performance rough terrain equipment permits us to offer specialized
handling solutions for the environmental, mining and industrial sectors, as
well as to institutional customers like armed forces and organizations like the
UN, civil protection bodies, etc.
This equipment with attachments like tire or cylinder handlers permits the
maintenance of heavy and voluminous machinery.
The highest performing equipment can lift loads of up to 22 tonnes to a
height of up to ten metres.
Warehousing equipment
Track loaders
Articulated loaders
Warehousing equipment is distributed under the Loc and Manitou brand
names and is intended for warehouse handling activities. Numerous
differentiations permit the equipment to be adapted to specific uses. The
IMH division has a high level of expertise in the specific equipment sector.
Since 2011, the division has been developing a range of track loaders
particularly agile on loose surfaces. That type of equipment is mainly used
for construction and agriculture.
The articulated loaders are designed, assembled and marketed by Manitou
Americas. This multi-purpose equipment can be used for handling and load
recovery activities in confined spaces. The range of products developed by
the division is focussed on low-capacity, compact equipment.
Mast manufacturing
The mast is a central component of a forklift truck. The wide range of potential
uses requires that the frontal mast of a forklift truck is adapted to meet users’
needs. The main differentiations are related to height and lifting capacity.
Mast production is targeted towards the group’s internal needs as well as for
Toyota Industrial Equipment, based in Ancenis.
IMH DIVISION – INDUSTRIAL MATERIAL
HANDLING
The IMH division designs, assembles and distributes semi-industrial masted
forklifts and truck mounted telescopic trucks as well as warehousing
equipment under the Manitou and Loc brand names.
Telescopic forklift trucks
The range of telescopic forklift trucks assigned to the Compact Equipment
division is composed exclusively of simple and robust equipment adapted to
the North American market. Customers for such products mainly consist of
regional and national rental companies.
Compact excavators
The division distributes a range of compact excavators sourced from a third
party supplier. This type of equipment, which is oriented towards the public
works sector, is provided as a complement to the division’s own product
range.
It also distributes industrial forklift trucks acquired from companies outside
the group.
Industrial and semi-industrial masted forklift trucks
The IMH division designs and distributes a wide range of products for use in
industrial handling:
– Semi-industrial masted forklift trucks for use both in outdoor environments
on unstable ground (pavements, gravelled surfaces, etc.) and inside
buildings or warehouses;
– Industrial forklifts trucks powered by internal combustion, developed by
Manitou and products developed by an industrial partner, capable of moving
on fully stabilized ground, outdoors,
– Electrically powered industrial forklift trucks purchased from a partner,
for indoor use.
Fleet management
In its desire to meet the operational needs of certain key account customers,
the IMH division directly manages the maintenance of certain industrial
forklift truck fleets, which it also owns. The largest maintenance contracts
concern the material handling fleet for PSA.
CE DIVISION - COMPACT EQUIPMENT
The Compact Equipment division designs, assembles and distributes compact
handling equipment. The breadth of its product catalogue means that
distributors have access to an attractive and complementary range designed
to meet the full scope of end users’ needs. All of the CE division’s products
are marketed under the Gehl and Mustang brands. A complete range of
attachments is also distributed under the brand name Edge.
Skidsteers
Truck mounted forklifts
The “Manitransit” forklift trucks are compact forklift trucks which use
telescopic booms aimed at responding to the handling needs of truckers.
There is no longer any need to wait for a forklift truck to become available
before unloading. A forklift which is directly mounted on the truck provides
the transporter total autonomy and assures a complete handling service.
Skid-steers are highly agile and versatile compact handling products. They’re
steered by locking the wheels on one side of the loader permitting them
to pivot 360° on-the-spot. Their small size means they can be used in
cluttered environments. These simple and sturdy machines can be equipped
with multiple attachments, enabling them to be used for a wide range of
applications.
The main sectors using skid-steers include construction, agriculture and, to
a lesser extent, industry.
10
MANITOU GROUP
11
Manitou Deutschland GmbH
1.4 INFORMATION ON THE GROUP’S MAIN SUBSIDIARIES
AND ORGANISATIONAL CHART
Diesel Strasse 34
Business: The distribution of Group products in Germany, Austria and
Switzerland.
61239 Ober Mörlen - Germany
A 100% owned subsidiary of Manitou BF
THE GROUP’S MAIN SUBSIDIARIES
IFRS
Manitou Americas
One Gehl Way
West Bend Wisconsin 53095 - USA
IFRS
Sales revenues
Net income
Business: The distribution of all Group products in the United States and the
Compact Equipment products in countries not covered by the Group’s sales
subsidiaries.
The design and assembly of compact equipment. The company,
headquartered in West Bend, Wisconsin, has three production facilities
located in Yanktown and Madison, South Dakota and Waco, Texas, as well as
a distribution platform for spare parts in Belvidere, Illinois.
2013
2013
2012*
2012*
$361.5M
€272.2M
$352.8M
€274.6M
$14.0M
€10.5M
$45.2M
€35.2M
Headcount at end of period
710
717
*Figures for 2012 were restated following the application of IAS19 revised
Sales revenues
Net income
Manitou Benelux SA
Chaussée de Wavre - Zoning Industriel
Via Emilia – Cavazzona
41013 Castelfranco, Italy
€1.4M
€2.1M
26
28
Business: The distribution of Group products in Belgium, the Netherlands
and Luxembourg.
1360 Perwez – Belgium
IFRS
Sales revenues
Business: The design, assembly and distribution of rough terrain fixed
and rotating telescopic trucks and heavy duty forklifts. The company also
distributes all the Group’s products in Italy.
2012
€86.4M
Net income
Manitou Italia
2013
€84.6M
2013
2012
€69.2M
€79.9M
€1.2M
€0.9M
19
20
IFRS
Sales revenues
Net income
Manitou UK Ltd
Ebblake Industrial Estate
2013
2012
€183.2M
€178.9M
€8.9M
€6.1M
253
252
Business: The distribution of group products in the United Kingdom and
Ireland.
Verwood - Dorset BH 31 6BB – United Kingdom
A 99.4% owned subsidiary of Manitou BF
IFRS
2013
2013
2012*
2012*
Sales revenues
£75.2M
€88.6M
£81.5M
€100.5M
Net income
€£0.8M
€0.9M
£2.0M
€2.5M
41
41
12
MANITOU GROUP
13
GROUP CONSOLIDATION SCOPE AT 31.12.2013
PARENT COMPANY
MANITOU BF SA
Share capital 39 548 949 EUR
430, rue de l'Aubinière
44150 ANCENIS, France
SUBSIDIARIES
100%
99,5%
100%
100%
99,4%
100%
FULLY CONSOLIDATED SUBSIDIARIES
MANITOU AMERICAS Inc.
Share capital 361 101 000 USD
WEST BEND, Wisconsin, United States
100%
GEHL POWER PRODUCTS, Inc
Share capital 100 USD
YANKTON, South-Dakota, United States
EXISTING PROPERTY, PLANT AND EQUIPMENT
The main wholly owned buildings are:
100%
100%
100%
100%
100%
100%
100%
100%
100%
86%
100%
100%
100%
49%
ASSOCIATES
1.5 PROPERTY, PLANT AND EQUIPMENT
49%
30,4%
50%
CHARIOTS ELEVATEURS MANITOU CANADA Inc.
Share capital 20 000 CAD
MONTREAL, Canada
MANITOU BRASIL MANIPULACAO de CARGAS LTDA.
Share capital 2 541 000 BRL
SAO PAULO, Brazil
COMPAGNIE FRANCAISE DE MANUTENTION
510, bd Pierre et Marie Curie - 44150 ANCENIS, France
MANITOU ITALIA SRL
CASTELFRANCO EMILIA, Italy
MANITOU UK Ltd.
Share capital 230 000 GBP
VERWOOD, United Kingdoom
MANITOU BENELUX SA
Share capital 500 000 EUR
PERWEZ, Belgium
MANITOU INTERFACE and LOGISTICS EUROPE
PERWEZ, Belgium
MANITOU DEUTSCHLAND GmbH
OBER - MÖRLEN, Germany
MANITOU PORTUGAL SA
VILLA FRANCA, Portugal
MANITOU MANUTENCION ESPANA SL
MADRID, Spain
MANITOU VOSTOK LLC
Share capital 350 000 RUB
BELGOROD, Russia
MANITOU POLSKA Sp z.o.o.
Share capital 200 000 PLN
RASZYN, Poland
MANITOU NORDICS SIA
Share capital 170 000 LVL
RIGA, Latvia
0,5%
100%
57,0%
Country
Location
France
Ancenis, 44
82,000
Divisional headquarters and research centre for the RTH division, assembly of telescopic
forklift trucks and masted forklift trucks.
Ancenis, 44
30,000
Logistics centre for spare parts.
Candé, 49
9,500
Laillé, 35
10,000
PLEDGEMEAD
VERWOOD, United Kingdom
EPL CENTRO
POMBAL, Portugal
MANITOU SOUTHERN AFRICA PTY Ltd.
Share capital 796 875 ZAR
SPARTAN EXTENSION, South Africa
MANITOU AUSTRALIA PTY Ltd.
Share capital 400 000 AUD
ALEXANDRIA, Australia
MANITOU ASIA PTE Ltd.
Share capital 400 000 SGD
SINGAPORE
MANITOU SOUTH ASIA PTE Ltd.
Share capital 9 400 000 INR
GURGAON, India
MANITOU CHINA Co Ltd.
HANGZHOU, China
Approximate
floor space in
square meters
Main functions
Research and production centre for aerial work platforms.
Production centre for compact telescopic forklift trucks.
Beaupréau, 49
8,000
Divisional headquarters and research centre for IMH, assembly platform for masted forklift
trucks, truck mounted forklifts and warehousing equipment.
La Verrie, 85
5,400
Investment property.
Italy
Castelfranco, ER
18,600
Research and assembly platform for high capacity and rotating telescopic forklift trucks.
United States
West Bend, WI
14,000
Headquarters and research centre for the Compact Equipment division.
Madison, SD
24,000
Production centre for skid-steers.
Singapore
Yankton, SD
16,900
Production centre for telescopic trucks and the Compact Equipment division.
Waco, TX
11,600
Assembly site for masted forklift trucks and truck mounted forklift trucks.
Singapore
3,900
Offices, workshop for the preparation and warehousing of spare parts.
(Acquired in January of 2013).
MAIN RENTED BUILDINGS
Country
France
Location
Ancenis, 44
Approximate
floor space in
square meters
2,700
United States
Belvidere, Il
16,400
Main functions
Group headquarters
Spare parts centre
MANITOU FINANCE FRANCE SAS
PUTEAUX, France
MANITOU FINANCE Ltd.
Share capital 2 870 000 GBP
BASINGSTOKE, United Kingdom
ALGOMAT
Share capital 20 000 000 DZD
ALGER , Algeria
HANGZHOU MANITOU MACHINERY EQUIPMENT Co Ltd.
HANGZHOU, China
The group is also established in Dubai where a subsidiary is in the process of being created to develop the business in the Middle East.
The percentages shown are percentages for both capital and voting rights which are equivalent.
14
MANITOU GROUP
15
2.
2013
MANAGEMENT
REPORT
PAGE
2.1 Business review
2.2 Financial results
15
18
2.3 Research and
development
24
2.4 Post-closing events
26
MANAGEMENT REPORT 2013
in 2012, impacted by the decrease in sales in Northern Europe and an
unfavourable US dollar/euro exchange rate.
The year 2013 was a year of change for the group.
Sales amounted to €1,176 million, a decrease of 7% compared to the prior
year, and were especially impacted by:
The decrease in group sales revenues resulted in a deterioration in
profitability with operating income from recurring activities of 1.8% of sales
or €21.2 million compared to €45.3 million or 3.6% in 2012. Income was
impacted by increased competitive pressure and difficulty in passing on the
additional costs generated by changes in the technical standards for engines.
– The discontinuation of the distribution of Toyota products in France (-4%).
– The impact of exchange rates: The devaluation of currency in emerging
countries (AUD, ZAR) and the US dollar/euro exchange rate (-2%).
At constant consolidation scope and exchange rates, the group recorded
stable sales revenues as compared to the prior year period.
After taking into account non-recurring expenses related to the impairment
of intangible assets deemed non-strategic for the future and organizational
costs, the group share of net income decreased to €0.7 million versus
€45.4 million in 2012.
For the RTH division, the first half of 2013 was highlighted by a difficult
ramp-up of production at both the French and US production sites. Invoicing
in 2013 was impacted and amounted to €810 million compared to €857
million in 2012.
It should be noted that net income in 2012 included a tax credit of €15
million related to the use of a tax loss carry forward associated with prior
periods from the US subsidiaries.
For the IMH Division, 2013 was highlighted by the discontinuation of the
distribution of Toyota forklift trucks in France and the launch of the Manitou
industrial forklift trucks, which were already marketed abroad, in France as
well. Sales decreased to €124 million compared to €163 million in 2012, of
which, €45 million was related to the Toyota business.
The group’s balance sheet position remains good with shareholders’ equity
representing 50% of the total balance sheet amount, debt of €85 million and
a 20% improvement in the gearing ratio(1).
For CE division, sales increased in the United States where demand
remained strong with a backlog at the end of December 2013 of 2,117 units.
Nonetheless, sales remained stable at €242 million versus €245 million
(1) Gearing: defined in section 2.2.9.
2.1 BUSINESS REVIEW
2.1.1 SALES PERFORMANCE
which have boosted their investments in aerial work platforms and telescopic
trucks;
Sales revenues in 2013 decreased by 7%, highlighted by:
– The discontinuation of the distribution of Toyota products in France;
– The dynamism of the North American market;
– The very strong devaluation of currencies in the emerging countries (ZAR,
AUD);
– The buoyant agricultural markets.
– The continued slowness of the construction market in Europe;
– Decreased momentum in the mining market.
2.1.1.1 CONSOLIDATED SALES
Nevertheless, throughout the 2013 period, the level of order intake increased
noticeably (+9%), thanks to:
The Group is organized into three product divisions with shared sales forces
serving four geographical regions.
– The restart of orders from European and North American rental companies,
The group owns the Manitou, Gehl, Mustang, Edge and Loc brand names.
SALES TRENDS BY DIVISION AND GEOGRAPHIC REGION
In millions of euros and as a percentage of total.
2012 Sales revenues
Southern
Europe
317.7
25%
120.5
10%
7.1
1%
445.3
35%
Northern
Europe
360.0
28%
22.9
2%
33.3
3%
416.1
33%
2013 Sales revenues
Americas
58.0
5%
5.5
0%
186.2
15%
249.7
20%
Apam *
120.9
10%
14.1
1%
18.7
1%
153.7
12%
Total
856.6
68%
162.9
13%
245.2
19%
1,264.8
100%
In millions of
euros and as a
% of total
RTH
IMH
CE
Total
Southern
Europe
307.5
26%
77.8
7%
7.6
1%
392.9
33%
Northern
Europe
350.7
30%
23.7
2%
29.1
2%
403.5
34%
Americas
53.7
5%
6.6
1%
187.1
16%
247.4
21%
Apam *
98.6
8%
15.7
1%
18.3
2%
132.6
11%
Total
810.5
69%
123.8
11%
242.1
21%
1,176.4
100%
* Asia, Pacific, Africa, Middle-East
MANITOU GROUP
19
TREANDS AT CONSTANT CONSOLIDATION
SCOPE AND EXCHANGE RATES
Sales in millions
of euros
Exchange
% change versus
rate
2012 sales 2012 Sales impact
RTH
857
-15
5%
IMH
163
-2
0%
CE
245
-8
15%
Total
1 265
-25
-2%
Variance
excluding
exchange
Toyota rates and
2013 Sales
impact Toyota
-32
810
-4%
-5%
-45
8
124
-28%
5%
-24%
5
242
2%
-1%
-45
-19
1 176
-4%
-1%
-7%
SALES PERFORMANCE BY DIVISION
SALES PERFORMANCE - ROUGH TERRAIN HANDLING DIVISION (RTH)
The Rough Terrain Handling (RTH) division markets handling and personnel
lifting equipment to the construction, agriculture, industrial (e.g. mining) and
environmental segments, as well as to institutional customers, armed forces,
etc.
The RTH division reported a 5% decrease in sales in 2013 as compared to
2012. In 2013, the division represented 69% of total group sales versus
68% in 2012.
RTH division: sales in Southern Europe
In Southern Europe (€307.5 million, -3%), sales were impacted by the
extension of delivery times in the first quarter, due to the gradual increase in
production speeds. In the construction sector, which is always in difficulty, we
also noted a shift in equipment purchases towards less expensive machines.
In the other business sectors, while agriculture remained fairly stable, the
aerial work platform business grew thanks to the renewal parks at regional
and national lessors, particularly in Italy and Spain.
RTH division: sales in Northern Europe
Sales revenues (€350.7 million) decreased by 3% during the year.
Sales performance in the region was very contrasted with a 11% decrease
in mature markets (UK, Benelux, Germany) and double-digit growth in the
Scandinavian and Baltic countries, Central Europe and Russia.
That difference is mainly explained by a strong agricultural demand in North
Eastern Europe (Russia, Poland), while demand in the North West is declining
(UK, Germany).
Finally in mature markets, temporary extension of delivery times in early
2013 penalized our order intake in the first quarter and in turn impacted our
invoicing in the second and third quarters.
RTH division: sales on the American continent
The division’s business on the American continent mainly consists of the
distribution of masted forklift trucks in the US and Canada, which are
assembled at the Waco, Texas plant, and telescopic trucks imported from
Europe. The South American business is focused on the distribution of
European telescopic trucks.
Sales of €53.7 million, down 7% as a result of the reduced sales of rough
terrain masted forklift trucks in the United States and Canada offset an
increase in the American agricultural sector. Business in South America also
20
decreased on reduced sales of telescopic trucks, due to the slowdown in the
mining business in Chile and Argentina.
RTH division: sales in the APAM region
Sales of €98.6 million were down by 18% following the very strong growth
reported in 2012 (+36%).
The previous strong growth in the mining businesses (Oceania, South
Africa, and India) is flattening, bringing about the non-renewal of handling
equipment.
The region was also affected by weakness in its currencies which impacted
sales at the RTH division in the APAM by -8%.
Sales increase significantly in Central Africa and the Middle East, which now
represents 23% of sales within the APAM region versus 11% in 2012.
In 2013, purchase/resale transactions represented 45% of sales revenues
for the IMH division.
SALES PERFORMANCE - COMPACT
EQUIPMENT DIVISION (CE)
The IMH division markets handling and warehousing equipment for industrial
applications and management services for handling equipment parks. It also
works as a sub-contractor for masts sold by Toyota. It accounted for 11% of
group sales in 2013, amounting to €123.8 million.
The 2013 sales decreased by 24% due to the discontinuation of the
distribution of Toyota forklift trucks in France as of January 1, 2013 (-€45
million). To offset that decrease in business, the group began marketing its
“MI” counter-balanced internal combustion forklift truck in France which was
previously distributed only abroad and for which market feedback remains
promising.
IMH division: sales in Southern Europe
Sales of €77.8 million showed a contraction of 35% compared to the prior
year which can be explained by the following:
– The discontinuation of the distribution of Toyota forklift trucks which were
partially replaced by the MI;
– The end of the production of the range of masts destined for the Toyota
electrical forklift trucks.
The market’s reception of Manitou’s internal combustion industrial forklift
truck in France was very good and the level of sales in France for the first
year was encouraging for the future.
IMH division: sales in Northern Europe
Sales revenues of €23.7 million recorded in Northern Europe grew by 4%
compared to 2012. The growth in that region has been driven by the increase
in sales of industrial forklift trucks (despite a slow start in Russia), while sales
of truck mounted forklift trucks and semi-industrial forklift trucks decreased
in the Benelux and Scandinavian countries.
IMH division: sales on the American continent
The division’s business mainly consists of the distribution in the US and Canada
of masted semi-industrial and truck-mounted forklift trucks assembled at the
Waco plant in Texas and the distribution of Manitou industrial forklift trucks
in South America.
In 2013, sales revenues of €6.6 million represented an increase of 17%
compared to 2012, growth which was realized throughout the continent.
IMH division: sales in the APAM region
In the APAM region the division distributes masted forklift trucks and
industrial forklift trucks. The sales are mainly realized in Southern Africa
region and Australia.
The group designs, assembles and distributes products for the construction,
agricultural and industrial markets.
IN THE CONSTRUCTION SECTOR, with the exception of the American
market, the level of sales remains very low and under completive pressure.
The Compact Equipment division markets compact handling equipment to
the construction segment, the agricultural segment and, to a lesser degree,
to the industrial segment, under the Gehl, Mustang and Edge brand names. In
2013, the division’s sales of €242.1 million represented 21% of group sales.
After restating for the impact of exchange rates, sales increased by 2%.
SALES PERFORMANCE - INDUSTRIAL MATERIAL HANDLING DIVISION
(IMH)
2.1.2 BREAKDOWN OF SALES BY
BUSINESS SECTOR
CE division: sales on the American continent
Sales revenues remained stable as compared to 2012.
Sales of telescopic trucks, mainly sold to rental companies, fully profited from
growth in the American market and increased by 19%.
Sales of skid-steers decreased by 13%, penalized by the rising price of the
products following the introduction of the new iTierIV and Tier IV engines
which comply to standards, while the major market players continue to
propose the previous generation of old engines.
CE division: sales in Southern Europe
The division realized sales of €7.6 million, an increase of 7% compared to
2012. Following a particularly noticeable decrease in Italy, Europe’s biggest
market for skid-steers, the southern European market remains sluggish.
Sales of articulated loaders retreated against competition from European
constructors.
The Compact Equipment Division in any case succeeded in developing its
sales of trackloaders.
CE division: sales in Northern Europe
The division reported sales of €29.1 million in 2013, a decrease of 12%
compared to 2012.
The division experienced a decrease in sales of skids-steers in Russia, as
well as a decline in the sales of articulated loaders in Germany and Poland.
Sales of telescopic trucks and masted forklift truck trucks decreased on an
overall basis. The market for aerial work platforms improved, benefiting from
the return of the rental companies whose equipment portfolio was aging
following several years without major investments due to the aging of their
equipment fleets, thereby, in 2013, exceeding the historical high point of
amounts invoiced for that type of equipment.
In North America, the sector saw a solid recovery driven by the continuous
upturn of construction starts, which systematically drove up the sales of
telescopic trucks to rental companies, the main players in the market.
2013 sales in the construction market represented 37% of total sales
revenues, the same level as 2012.
IN THE AGRICULTURAL SECTOR, after several years of strong growth, the
market stabilized on all continents. The level of prices for milk, meat, cereal,
etc. remains high which favours the renewal of equipment.
Sales realized in the agricultural segment represented 36% of total
consolidated sales in 2013, versus 33% in 2012.
Le chiffre d’affaires réalisé par le groupe dans le secteur agricole représente
36% du chiffre d’affaires consolidé en 2013 par rapport à 33% en 2012.
IN THE INDUSTRIAL SECTOR, where the Group’s presence extends across
businesses as diverse as manufacturing, mining, the wood industry, the
petroleum and gas industries, waste treatment and recycling or logistics,
growth was moderated.
As growth continued in the oil business, the manufacturing sector remained
sluggish, while the mining sector experienced a slowdown in investments.
The industrial sector accounted for 27% of consolidated sales in 2013 as
compared to 29% in 2012.
Sales of €18.3 million decreased by 2% over the period, mainly in Asia.
Regarding seasonality, the construction business is at its highest point in
terms of business activity at the end of winter. Concerning the agricultural
business, spring and summer are the peak periods of business activity.
2.1.1.2 ORDER BOOK BY DIVISION
As a manufacturer of machines, the group’s business is also affected by the
worldwide economic climate.
CE division: sales in the APAM region
The notion of order book is defined in section 2.2.9 of this document.
2.1.3 COMPETITIVE POSITION
The order book can be split by division as follows:
(In units)
RTH
IMH
31.12.2012
3,900
30.06.2013
4,589
31.12.2013
4,140
1,369
906
1,070
CE
1,440
1,620
2,117
Group total
6,709
7,115
7,327
From the beginning, the Manitou Group has based its business model on
three key professions: design, assembly and distribution. This development
strategy has permitted us to focus our efforts on product innovation, the
development of efficient and flexible industrial tools, and the construction of a
strong network of independent distributors. The main competitors have been
operating in their respective fields for many years.
The order backlog at the end of December 2013 increased as compared to
the end of December 2012. The Compact Equipment division’s order book
includes several orders from rental companies for delivery in early 2014.
Sales of €15.7 million represented an increase of 11% compared to 2012,
driven by the distribution of industrial forklift trucks launched in February of 2012.
MANITOU GROUP
21
For the RTH and CE divisions, the main competitors are as follows:
CHANGE IN GROUP OPERATING INCOME BETWEEN 2012 AND 2013
Listed / Non-listed
Non-listed
Non-listed
Listed
Listed
Listed
Listed
Listed
Non-listed
Non-listed
Listed
Listed
Non-listed
-36,1 €M
+13,4 €M
-2,8 pt
+1,3 pt
+7,6 €M -2,7 €M
+0,6 pt
-0,2 pt
PRODUCTION
COSTS
R&D
-1,9 €M
-0,2 pt -4,3 €M
-0,4 pt
21,2 €M 1,8%
Nationality
Great Britain
Italy
United States
United States
South Korea
France
United States
Spain
Italy
United States
United States
Germany
45,3 €M 3,6%
Name
JCB
Merlo
JLG (Oshkosh group)
Genie (Terex group)
Bobcat (Doosan group)
Haulotte
Caterpillar
Ausa
Dieci
CNH
John Deere
Claas
-17,6 €M +2,3 €M
-1,5 pt
+0,3 pt
CURRENCY
PRESSURE
PURCHASING
COSTS
+28,7 €M
+2,5 pt
For the IMH division, the main competitors are:
Name
Kion
Jungheinrich
Nacco
Toyota
Nationality
Germany
Germany
United States
Japon
Listed / Non-listed
Non-listed
Listed
Listed
Listed
2.2 FINANCIAL RESULTS
2.2.1 CONSOLIDATED INCOME STATEMENT
Sales
Gross margin
As a % of sales
As a % of sales
Restructuring & Impairment of assets
Operating income
As a % of sales
Financial income / expense
Share of income from affiliates
Taxes
Net income attributable to the equity holder of the parent
* Figures for 2012 were restated following the application of IAS19 revised
2013
1,176.4
162.8
13.8%
21.2
1.8%
-4.7
16.4
1.4%
-9.9
1.6
-7.4
0.7
At a comparable scope and constant exchange rates, in a difficult economic
environment, the group succeeded in maintaining its level of business activity.
However, consolidated sales decreased by 7%, due to the discontinuation of
the Toyota forklift trucks distribution in France and the recovery of the euro
against other currencies.
The 2012 period also benefitted from the favourable impact of non-recurring
income related to the reversal of a provision on doubtful accounts receivable due
to the improvement in the rate of uncollectable receivables on the US market.
Increased equipment prices associated with changes in engine standards as
well as the impact of exchange rates were for the most part recovered in the
sales prices on sales of equipment. The group also profited from cost saving
on purchases, the first effects of the plan launched in 2012.
It should be noted that those include non-recurring expenses related to the
reprioritization of product development projects in the RTH and IMH divisions,
restructuring costs associated with changes in group’s governance and the
restructuring costs of the Portuguese subsidiary.
Nonetheless, gross margin decreased by 0.2% as compared to 2012, down
€15 million in amount, due to the decrease in the absorption of fixed costs
resulting from the decreased in volumes.
Financial expenses remained stable in the period.
Research and development initiatives increased by €2.7 million in 2013,
mainly focusing on adapting to the new engine standards. The expenses
related to changes in standards are not capitalized. Research and development
expenses expressed as a percentage of sales amounted to 2.1% in 2013.
Operating income was also impacted by unfavourable exchange rate
differences recorded as other operating income in the amount of -€4.1
million in 2013 (versus +€0.1 million in 2012).
22
2012*
1,264 .8
177.6
14.0%
45.3
3.6%
1.0
46.3
3.7%
-10.8
1.4
8.7
45.4
Given the total of these items, recurring operating income decreased by
€24.1 million in 2013 as compared to 2012.
Income on companies consolidated using the equity method, primarily
composed of financing companies Manitou Finance France and Manitou
Finance Ltd, increased by 16% to €1.6 million.
Income was also impacted by a tax expense of -€7.4 million in 2013
compared to a tax credit of €8.4 million in 2012, the year in which the group
had differed tax assets in the amount of €15 million after taking into account
the return to profitability of the Manitou Americas entity.
RCE ‘12
VOLUME/MIX
COST OF
GOODS SOLD
OTHER EXCHANGE RATE
DIFFERENCES
RCE ‘13
IMH
123.8
14.1
11.4%
-3.8
-3.1%
-0.0
-3.8
-3.1%
2013
1,176.4
162.8
13.8%
21.2
1.8%
-4.7
16.4
1.4%
2.2.2 INCOME STATEMENT BY DIVISION
Sales
Gross margin
As a % of sales
As a % of sales
Restructuring costs and impairment
Operating income
As a % of sales
RTH
856.6
115.2
13.4%
27.6
3.2%
-0.1
27.6
3.2%
IMH
162.9
22
13.5%
2.6
1.6%
1.1
3.6
2.2%
CE
245.2
40.4
16.5%
15.1
6.2%
0
15.1
6.2%
2012*
1,264.8
177.6
14.0%
45.3
3.6%
1.0
46.3
3.7%
RTH
810.5
105.3
13.0%
12.0
1.5%
-4.1
7.9
1.0%
CE
242.1
43.3
17.9%
13.0
5.4%
-0.7
12.3
5.1%
RTH DIVISION (ROUGH TERRAIN HANDLING)
INCOME STATEMENT
Given these factors, the research and development expenses increased by
10% to €18 million versus €16 million in 2012, or 0.3 percentage points
of operating margin.
The division saw a decrease in its sales of 5% compared to 2012
The year was highlighted by the continuation of projects related to the
reliability of production flows and the supply chain in order to better respond
to market demand, more quickly and efficiently adjust the entire operating
chain and to improve the reliability and quality level of machines.
Gross margin amounted to 13%, down 0.4% versus 2012. The division
was not able to absorb the loss of margin generated by the decrease in
volumes (-0.9 points) and the changes in engine standards (-0.9 points),
despite significant efforts made to squeeze fixed expenses, purchasing costs
(+0.7%) as well as quality related costs (+0.7).
For more information on the changes in the engine standards (description
and impact), please refer to paragraphs 2.3 and 3.2.6 of this document.
On the commercial side, the division had to adapt to a changing market with
less profitable foreign sales due to the exchange rate impact (-1.5 percentage
points) and an unfavourable product mix resulting from a slowdown in mining
activities and investments in large heights machines (-0.5 point).
The division saw its sales and marketing expenses stabilize after several
years of strong increases.
Trade-offs were made to limit central expenses in order to enable an
increased field presence especially in areas with high sales growth.
The recurring operating income in 2013 amounted to €12 million, or 1.5%,
a decrease of 1.7% compared to the prior period.
During the period the division recorded non-recurring expenses related to the
reprioritization of its planned range of projects. It also recorded exceptional
expenses related to group restructuring costs which financially impacted all
divisions.
Operating initiatives achieved in 2013 should gradually amount to an
improvement in the division’s financial profile.
Those unfavourable factors were partially offset by increases in sales prices.
Otherwise, the division pursued its R&D projects with an increasingly large
portion devoted to the adaption of equipment to new engine regulatory
standards, for which the expenses could not be capitalized.
Net income attributable to the group amounted to €0.7 million.
MANITOU GROUP
23
IMH DIVISION (INDUSTRIAL MATERIAL
HANDLING) INCOME STATEMENT
CE DIVISION (COMPACT EQUIPMENT) INCOME
STATEMENT
The 2013 period was, for the IMH division, the first full year period with a
marketing offer consisting exclusively of homogeneous “Manitou” products
for all countries, following the discontinuation of the distribution of Toyota
products in France at the end of 2012.
Sales revenues for the Compact Equipment division amounted to €242 million
euros, a slight decrease compared to 2012 sales of €245 million. That
relative stability hid the impact of exchange rates of €8 million, or -3%, and
a significant contrast between the strong sales of telescopic forklift trucks
and the decrease in the sales of skid steers.
1,764
4,355
668
87
Buildings
2,476
9,388
Plant and equipment
5,412
5,299
Land
Rental fleet
3,744
2,338
Other intangible assets excluding rental fleet
4,964
2,291
Property, plant and equipment in progress
Total tangible assets
(en €M)
In that context, gross margin improved by 1.4 percentage points to 17.9%.
28
2
2012
The reduction in sales had a profound impact on the financial stability of the
division, which now needs to find a new core business in order to ensure its
growth.
The division carried out a rationalization plan in 2013 related to fixed
expenses which permitted it to report operating income of 5.4% down from
6.2% compared to 2012 when the division recorded a favourable adjustment
due to the improvement in the recoverability of customer receivables in North
America which favourably impacted income by 1.5%.
The CE division has ambitious objectives which include becoming one of the
top 3 worldwide in the market for skid-steers through the increase in market
share in the North American market and the development of export sales.
2.2.3 FINANCIAL STRUCTURE
Working capital from operating activities, excluding financing receivables
of €347 million showed a reduction of 9%, notably as a result of the 8%
decrease in sales as well as the disposal of carry back receivables of Manitou
BF for €21 million.
Shareholders’ equity amounted to €413 million versus €435 million at
December 31, 2012. At December 31, 2013, it represented 50% of the total
balance sheet amount as compared to 51% in 2012. Notably, the change
includes the payment of €18 million in dividends.
Expressed as the number of days sales, the working capital remained stable
at 107 days as compared to 108 days at December 31, 2012.
Given the impact of a slowdown in business, the payment of dividends and
the removal of carry back receivables, net debt amounted to €85 million, a
decrease of €18 million as compared to December 2012. That represents
gearing of 20.2%, an improvement of 3.4 percentage points compared to
the prior period.
Inventories continue to include €17 million of Euro IIIA and Euro IIIB engines
for the assembly of equipment compliant to those standards until the arrival,
respectively, of Euro IIIB and Euro IV machines which will continue to be
gradually introduced. Those inventories were built intentionally in order to
safely migrate to the new standard. The group will favour the use of those
generations of engines prior to making the transition to the new generation
of cleaner but more expensive engines.
Tangibles excluding fleet
Rental fleet
27
20
In 2013, the division recorded an exceptional gain on the divestiture of its old
production site in China. That favourable impact was offset by an adjustment
recorded on development costs.
3,463
Intangibles
On the other hand, skidsteers saw their sales decrease. The division launched
its first skid steer equipped with Tier IV engines on the American market,
demonstrating its technological capabilities. Nonetheless, the price sensitivity
for this type of equipment remains significant and price increases on these
products penalize in the short term their sales growth in a very competitive
environment.
2013
MAIN INVESTMENTS IN PROCESS
At the filing date of this document, there was no single significant project
underway (that is to say, more than €3 million).
MAIN INVESTMENTS TO BE MADE
The main future investments relate to the ongoing modernization of industrial
facilities, the expansion or acquisition of buildings, the renewal of the rental
fleets and the modernization of IT systems. There was, at the filing date of this
document, no single significant investment project underway.
2.2.5 CASH FLOW
Cash flow amounted to €23.6 million compared to €37.7 million in 2012
as a result of the decrease in operating margin. The improvement in the cash
flow from operations of €7.2 million which was significantly supported by a
reduction in financing receivables (€9.3 million), permitted the generation of
cash flow from operating activities of €30.9 million.
Despite net investments of €21.7 million (excluding the rental fleet) and the
distribution of dividends of €18 million, the cash position has improved by
€23.3 million due to the favourable impact of the carry back receivables
(€21 million).
2.2.6 MANITOU BF PARENT COMPANY
FIGURES IN LOCAL STANDARDS
Investments in 2013 amounted to €27.1 million compared to €27.7 million
in 2012. They consisted of €2.6 million in capitalized development costs,
€1.8 million of IT infrastructure, €12.8 million of infrastructure (of which
Sales revenues in the period decreased by 3% as compared to December
31, 2012 at €825.0 million. Net income amounted to a loss of €14.3
million compared to €39.8 million in 2012.
24
€7.6 million for the purchase of a previously rented building, which houses
the subsidiary in Singapore), €5.3 million of industrial tooling, €2.3 million
of rental fleet equipment and, finally, €2.3 million for other projects.
2,964
3,297
20,227
22,700
The operating loss and the distribution of dividends in the amount of €18
million contributed to the decrease in shareholders’ equity of €37 million
to €412 million. Shareholders’ equity at December 31, 2013 represented
52% of total assets. Net debt amounted to €156 million at December 31,
2013.
MANITOU BF SALES
* term defined in paragraph 2.2.9 of this document.
2.2.4 INVESTMENTS
2,590
7,496
4
The division’s recurring operating income amounted to a loss of €3.8 million
compared to income of €2.6 million in 2012.
Sales of trackloaders increased as well because of the attractiveness of the
products in a dynamic market.
31.12.2013
4,034
Total intangible assets
4
Gross margin amounted to 11.4%, a decrease of 2.1% compared to 2012.
The sales and marketing resources allocated to the division were adjusted in
order to take those changes in its scope into account.
The major players in the rental sector continued the renewal of their equipment
fleets, following a long period in which they had limited their investments.
That phenomenon was especially favourable for sales of telescopic trucks,
products sold almost exclusively through this sales channel.
31.12.2012
Other intangible assets
17
The division continued the efforts taken to improve the profitability of its
products, on one hand, through an ambitious purchasing policy, but also,
thanks to an improvement in production efficiency (+0.6%). In any case,
it was able to totally compensate for the impact of the decrease in sales
volumes (-2.7%).
The division benefitted from the dynamism of the North American market
which represents 75% of its business.
In thousands of euros
Development costs
7
Sales revenues were €123.8 million, a decrease of 24% compared to 2012
sales. Nonetheless, sales revenues at a comparable consolidation scope
(excluding Toyota) increased by 4% during the period.
SUMMARY OF INVESTMENTS BY NATURE
Operating income amounted to a loss of €24.8 million, mainly because of
the slowdown in business activity, margin pressure due to the new engines
and the exchange rate impact (AUD, ZAR).
Manitou BF realizes 88.7% of its sales through the production and
distribution of the RTH division’s products, 10.9% through the IMH
division’s products and 0.4% through the CE division’s products. The RTH
division’s business decreased by 2% and the CE division’s by 13%. Sales
for the IMH division grew at a 6% rate under the impetus of the launch of
the MI range in France. Regarding the regions, sales in Southern Europe
decreased by 2% while increasing by 2% in Northern Europe. Sales in the
Americas region saw a 24% increase while the APAM region decreased by
24%. Sales of spare parts and attachments were stable during the period
(-1%) at €127.1 million.
MANITOU BF INCOME
The gross profit margin decreased by 0.7 percentage points to 27.3%. That
trend was the result of an unfavourable product mix and the shrinkage of
margins following the change in engine standards.
Operating expenses remained stable compared to 2012. The decrease in
external expenses permitted the effects of inflation to be offset.
Operating income ended up as a loss of €24.8 million, as compared to a
loss of €8.5 million in 2012.
The financial result deteriorated by -€32.7 million to reach €12.5 million.
That retreat was primarily due to the reversal of €5.3 million of provisions
on shares in Manitou subsidiaries in 2013 compared to a reversal of €35.2
million in 2012, of which, €32.6 million on shares of Manitou Americas
alone, due the strong improvement in the financial position of the subsidiary,
led by the U.S. recovery. Dividends received evolved unfavourably to €15.7
million in 2013 from €18.3 million in 2012.
After taking account exceptional items of -€2.3 million, net income
amounted to a loss of €14.3 million as compared to €39.8 million in 2012.
FIGURES IN IFRS
Manitou BF’s main income statement indictors under IFRS reported sales
of €827.0 million, recurring operating income of -€13,7 million and net
income of -€14,9 million.
MANITOU GROUP
25
2.2.7 BUSINESS ACTIVITY AND
INCOME OF MAIN AFFILIATES
INFORMATION ON ACCOUNTING STANDARDS
AND CONSOLIDATION METHODS
The Group’s consolidated financial statements for the year ended
31.12.2013 were prepared in accordance with International Financial
Reporting Standards (IFRS), as adopted within the European Union.
MANITOU FINANCE FRANCE
This company, which is 49% owned by Manitou BF and 51% by BNP Paribas
Leasing Solutions, is focused on offering financing, leasing and long-term
rental solutions to end-users of Manitou products in France.
The company financed sales of €58.6 million in 2013, a 5% growth rate.
It reported net income of €2.3 million, €1.1 million of which was reported
using the equity accounting method.
MANITOU FINANCE LTD
This company, which is 49% owned by Manitou BF and 51% by BNP Paribas
Leasing Solutions, is focused on offering financing, leasing and long-term
rental solutions to end-users of Manitou products in the UK as well as
providing inventory financing solutions to dealers.
Medium term financing thus generated amounted to €73.2 million in 2013.
Net income after taxes of €1.4 million resulted in net income of €0.7 million
reported in the group’s financial statement using the equity method.
For the 31.12.2013 financial statements, the group applied the same
principles as the financial statements for the 2012 period, in accordance
with IFRS, and applied, in compliance to those standards, IAS19 Revised
«Employee Benefits» as well as the amendment to IAS 1.
With the exception of Manitou Finance Ltd, Manitou Finance France SAS,
Algomat and Hangzhou Manitou Machinery Equipment, which were
consolidated using the equity method, all companies were fully consolidated.
2.2.9 PRESENTATION OF FINANCIAL STATEMENTS AND DEFINITIONS
EXPLANATION OF REPORTING LINE ITEMS
SALES
Sales mainly consist of the sales of new handling equipment assembled within
the group or acquired from third parties, of spare parts and attachments,
of sub-contracts for industrial forklift truck masts, of equipment rentals, of
equipment park management services and of other miscellaneous services.
COST OF SALES
Cost of sales is made up of the cost of goods and services sold which include
the cost of materials and components, labour directly attributable to the
goods or services, as well as all related operating costs of the production
and logistics activities. The depreciation and amortization of intangibles,
equipment and materials allocated to production activities, the costs of
contractual guarantees and provisions for the impairment of inventories are
also included in the cost of sales.
GROSS MARGIN
Gross margin on cost of sales is the difference between sales and the cost
of sales.
RESEARCH & DEVELOPMENT EXPENSES
2.2.8 OTHER INFORMATION RELATED
TO THE 2013 PERIOD
NON-DEDUCTIBLE EXPENSES REFERRED TO
BY ARTICLES 39-4 AND 39-5 OF THE FRENCH
GENERAL TAX CODE
In accordance with the provisions of Article 223 quater of the French General
Tax Code, the financial statements for the year just ended include the amount
of €528,119 corresponding to amortisation and depreciation charges and
the portion of directors’ attendance fees that cannot be deducted for tax
purposes.
USE OF THE TAX CREDIT FOR
COMPETITIVENESS AND EMPLOYMENT
The companies Manitou BF & CFM credited personnel expenses for €2.1
million related to the CICE (the French tax credit for competitiveness and
employment). That tax credit was used in accordance with the objectives
provided by the law.
INFORMATION ON MANITOU BF’S SUPPLIER
PAYMENTS
In accordance with Articles L. 441-6-1 and D. 441-4 of the French
Commercial Code, we hereby report that the balance of supplier payables
at the end of the year just ended may be broken down by maturity date as
follows:
Balance at
31.12.2012
39,840
Balance at
31.12.2013
38,858
Payable within 60 days
39,879
42,738
Payable in over 60 days
2,599
4,758
Research and development expense consists of personnel expenses for
persons assigned to the innovation, development, design, prototyping and
improvement of products. The businesses frequently use external services
as well as dedicated equipment and materials for which the depreciation is
allocated to the function.
Research and development activities that meet the criteria of feasibility
and innovation can be capitalized as an intangible asset and subsequently
amortized as a cost of sales. Expenses not meeting the capitalization criteria
are recorded directly as expenses.
SALES AND MARKETING EXPENSES
Selling expenses consist primarily of personnel expenses and costs related
to missions assigned to sales development, coordination of dealer networks,
marketing and technical services. Sales commissions, advertising expense,
trade shows, insurance expense, sales guarantees, travel expenses and the
amortization of associated infrastructure are also included on this line item.
OPERATING INCOME OR OPERATING MARGIN
Receivables on sales financing consist of financing provided to end-users to
purchase the group’s equipment. These customers are either key accounts
or, most often, Manitou dealers’ customers. The terms of financing may go
up to 60 months.
Funding for equipment purchases on the company’s own balance sheet was
mainly performed by Gehl prior to its acquisition by Manitou. Since September
of 2010, this method of financing has been replaced by a partnership with
a third party financial institution. The new partnership, which excludes any
investment by Manitou or recourse on accounts financed, no longer has any
impact on the group’s balance sheet and income statement. The residual
portion of the remaining receivables mainly consists of accounts put in place
by Gehl prior to September 2010. Those appear in the document under the
title “sales with limited recourse”.
FINANCIAL INDICATORS
& OTHER DEFINITIONS
NET DEBT
Net debt is the difference between the sum of current and non-current
financial liabilities and current assets including cash and cash equivalents.
EBITDA
Operating income +/- increases - reversals of amortization and write-offs
for impairment.
EBITDA FROM RECURRING OPERATIONS
Operating income – income and expenses on non-recurring items +/increases - reversals of depreciation or amortisation and impairment.
GEARING
The financial ratio measuring the net debt divided by shareholders’ equity.
LEVERAGE
A ratio which is calculated by dividing the amount of net debt at the end of
the period by the rolling 12 month EBITDA. It permits the measurement of the
debt amount as the number of years EBITDA.
ADMINISTRATIVE EXPENSES
WORKING CAPITAL FROM OPERATIONS
Administrative expenses mainly consist of personnel expense and the
costs associated with the support functions (human resources, finance, the
general secretary, etc…). The amortization of the infrastructure associated
with these functions is also included.
Inventories and work in progress + Customer receivables + Other receivables
– Accounts payable - Other current liabilities.
NON-RECURRING INCOME AND EXPENSES
EVENT OF DEFAULT
The non-recurring income and expenses include the following items:
Materialization of the credit risk such as the bankruptcy of the reference
entity, the default on payments and restructuring.
– Any impairment recorded;
Working capital from operations excludes sales financing receivables which
do not change proportionally with operating activity.
– Restructuring costs;
– Other transactions on consolidated shares.
26
MANITOU GROUP
27
NEGATIVE PLEDGE
Provision which prohibits a party to the contract to create security interests
on certain specified assets.
MATERIAL ADVERSE CHANGE
Any act, o mission or event that individually or in the aggregate, has a material
adverse effect on the assets, liabilities, financial position or operating income
of the borrowing company and its subsidiaries, taken as a whole, or of the
borrower taken individually.
CROSS DEFAULT
Safeguard clause which provides that, if the company defaults on a loan, all
facilities that include the cross default clause are considered in default. A
trigger threshold is usually provided.
ORDER BOOK
The total of customer orders received however not yet delivered.
OEM
An “Original Equipment Manufacturer” (OEM) is a manufacturer of material
handling equipment from which the group acquires the products it distributes
under its own brands.
2.2.10 OUTLOOK FOR 2014
At constant exchange rates, Manitou confirms its outlook of stable sales
revenues and an improvement in operating margin of 50 to 100 basis points.
Taking into account:
- the low level of visibility within the agricultural market,
- a construction sector which provides growth opportunities based on significant
deals with European and North American rental companies which could swing
sales depending on whether or not they’re obtained,
- very mixed growth potential per sales region.
Manitou confirms its outlook for stable sales at constant exchange rates.
Operating income from continued businesses is expected to grow between 50
and 100 basis points.
The development plan in 2014 is based on the priorities set within the scope of
each division:
- the RTH division: response times on deliveries, reduced product development
deadlines, increased flexibility to respond to rental companies and the change to
Euro IV standards.
- IMH division: the continued penetration of the MI, growth in sales volumes,
especially in “niche” products, the management of the discontinuation in
production of the Toyota masts.
- CE Division: growth both within and outside of the U.S.A., development of the
Yanmar partnership, increased business with rental companies, change to the
«Final Tier IV» standards.
- sales and marketing organization: develop internationally, strengthen Manitou’s
leadership.
made for the purpose of the flexibility clause mentioned above. In Europe,
the inventories of previous generation engines must be exhausted within two
years following the introduction of the new standard for equipment subject to
the tractor directive (agricultural vehicles traveling on the roads) and with no
time limit for equipment subject to the machine directive.
The engines which comply with the new standard are more expensive than
the previous generation and Manitou cannot fully recover that cost through
customer price increases (as the cleaner engines do not provide any
additional value compared to older models).
Given the complexity of technological developments required, the planning
for the development of new generation of engines has seen many slip-ups by
the engine manufacturers. These delays have resulted in reducing the time
available to integrate the new engines in the group’s equipment.
– avoid the stoppage of product offerings in those territories requiring
that equipment which complies with the new rules, or the old generation
equipment covered within the framework of transitional measures, is
proposed within a certain date;
– have additional time to spread out the work of integrating new engines in
the equipment and provide ourselves a contingency buffer for developmental
delays from upstream engine manufacturers;
– maintain its margins;
– ensure the highest level of reliability in the engines at the engine
manufacturers.
For more information about the risks associated with changes in standards,
please refer to paragraph 3.2.6 entitled «Regulations and regulatory
environment» of this document.
Manitou therefore has an interest in increasing its inventories of the older
generation prior to the transition to the new and delaying the transition in
order to:
CHANGES IN DEVELOPMENT EXPENSES
2012
In millions of euros and as a % of sales for the period
Capitalised expenses
2013
Amount
As a % of sales
Amount
As a % of sales
4.0
0.3%
2.4
0.2%
Capitalised expenses and amortisation expense
21.6
1.7%
24.3
2.1%
Total
25.6
2.0%
26.7
2.3%
The group has reinforced its research and development in order to respond to significant changes in its product plans in the coming years and comply with changes
in the standards related to its products.
- group: strengthen performance and profitability and improve margins.
2.3 RESEARCH AND DEVELOPMENT
INFORMATION ON RESEARCH
AND DEVELOPMENT
The mission of the Research and Development function is to be a creator and
supplier of perspectives for innovation and relevant solutions for each existing
or potential client, through technical expertise and lasting partnerships.
In line with its strategy, the group continues to invest in innovation and product
improvements. Its development teams are spread across five engineering
and design offices, and represent more than 7.2% of group headcount.
Development projects relate, on one hand, to technical innovation and the
development of new concepts, and, on the other hand, to the development of
existing ranges in order to prepare for regulatory changes.
REGULATORY CHANGES
Equipment designed and distributed by the group are subject to various
regulatory standards related to polluting emissions, noise, visibility, safety,
electro mechanical compatibility, the environment, etc. The changes in
standards are part of the normal constraints to Manitou and its competitors.
The corresponding deadlines are known several years in advance.
The main upcoming changes in regulations are related to reductions in
the polluting emissions of internal combustion engines as according to the
following calendar:
– As of 2014: the phased migration to either Euro IV or Tier IV standards
on polluting emissions, with implementation dates linked to engine power.
– As of 2020: the gradual transition to Euro V.
The transition to the new emissions standards has been softened by two
transitional measures:
– Flexibility clauses allow manufacturers to assemble a quota of machines
with engines meeting previous standards. In Europe, the quotas are
determined on the basis of the average engine sizes of the same type
marketed over the five prior three years. In the United States, the quotas are
determined based on the percentage of similar machines which comply with
the new regulations. The flexibility clause permits manufacturers to continue
to purchase the previous generation of engines subsequent to the effective
date of the new standard.
NEW PRODUCTS
The group continues to renew its product lines to integrate the changes in
regulatory standards required and to make substantial improvements for its
users. The changes in regulatory standards alone drive a significant portion of
the group’s R&D efforts and constrain our innovation capacity.
Innovation within Manitou aims to provide innovative solutions for the
machines, the attachments and the associated services and to reduce the
operating cost of the equipment, without reducing their productivity.
It’s also focused on meeting the needs of three types of customers that might
use a machine:
– the owner, who expects the performance and return on investment;
– the user, the driver, who expects safety, ergonomics and user-friendly
operation;
– the person in charge of its maintenance, who expects reliability and a high
level of associated services.
It is driven by:
– studies permitting the improved understanding and command of the
technological changes that affect the group’s businesses;
– the continuous monitoring of technological developments achieved
throughout peripheral business sectors (automotive, etc..);
– close collaboration with suppliers or institutions that develop innovative
technological solutions.
PATENTS AND LICENCES
The Group holds a number of patents protecting the innovations applied by
its various engineering and design departments.
The total number of active patents at the end of the 2013 year amounted to
64. In addition, 6 patent applications were filed in 2013.
No single patent is strategic for the group in and of itself. Therefore, no major
dependence upon any patent exists.
– Advance inventories of engines. Manufacturers are authorized to sell
their inventories of prior generation engines subsequent to the effective
date of the new standard without them being imputed in the calculations
28
MANITOU GROUP
29
Sales by division
2.4 POST CLOSING EVENTS
CHANGES IN CORPORATE GOVERNANCE
ANNOUNCED JANUARY 8, 2014
Evolution of Governance
The Board of directors announced the appointment of Michel Denis as Chief
executive officer thereby replacing Dominique Bamas. Dominique Bamas was
appointed on March 6, 2013 as interim Chief executive officer.
During its meeting of 23 April, 2014, the Board appointed Mr. Dominique
Bamas as independent Director, replacing Mr. Joël Goulet who resigned.
Dominique Bamas, was Director of Manitou since 2009 and accepted to
resign from this position in order to act as transition President & CEO during
a 9 months period in 2013.
Michel Denis assumed his functions on Monday, January 13, 2014 for a four
year term expiring at the Shareholders’ Meeting for the approval of 2017
financial statements.
Dominique Bamas joins back the Board of directors
His nomination will be proposed at the annual General Meeting on June 5,
2014.
Mr. Marcel Braud, Chairman of the Board declared: «Dominique Bamas joined
back the Board, reinforced by an experience and knowledge of the Group which
will be very profitable for the Board.
Michel Denis, President & CEO, presented a new roadmap for the Manitou
Group transforming the company to take full advantage of opportunities for
future success of the Group.
The Board members have unanimously expressed their gratitude to Mr.
Joël Goulet who resigns after 20 years of collaboration with Manitou, being
successively CEO of the Group and afterwards independent Director and
after having supported the establishment of the new ambitions of Manitou».
Michel Denis declared: «This strategy will firmly focus on the value provided
to our customers, while strengthening our leadership, growth and profitability.
The new organization will offer a positive operating impact while benefiting our
customers with a less complex as well as a more responsive organization.”
Following this development, the Board will maintain its balanced configuration
with 6 family Directors and 3 independent Directors.
– The CE - Compact Equipment product division optimizes the development
and production of skidsteer loaders, track loaders, articulated loaders and
telescopic trucks branded Gehl and Mustang.
– The S&S - Services & Solutions, Service division 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 (geo-location, 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 120 countries. The new business strategy will be deployed by
products, by regions, by integrating service offerings.
Planning
The new organization project presented to the Works Council will be
implemented beginning of July and over 10 months deployment process.
The strategic objectives, the tactical approach and the operational plan will
be presented in more detail way at the annual General Meeting scheduled
on June 5, 2014.
Sequentially
Q1 2013
Q1 2014
%
Q4 2013
Q4 2014
%
RTH
171,9
200,9
+17%
216,0
200,9
-7%
IMH
35,1
30,1
-14%
29,5
30,1
+2%
CE
64,8
60,3
-7%
58,1
60,3
+4%
271,8
291,3
+7%
303,6
291,3
-4%
%
Q4 2013
Q1 2014
%
Total
Sales by region
Year-on-year
MANITOU UNVEILS ITS NEW BUSINESS
STRATEGY AND ALIGNS ORGANIZATION TO
BETTER SERVE ITS CUSTOMERS
The Group will be organized in three divisions, two product
divisions and a service division
– The MHA - Material Handling and Access product division manages the
French and Italian production sites manufacturing telescopic trucks, roughterrain and industrial forklift trucks, truck-mounted forklift trucks and aerial
working platforms. Its mission is to optimize the development and production
of these equipments branded Manitou.
30
Year-on-year
This information will be duplicated in identical form in the company’s press
release dated April 28, 2014.
Q1 2014 SALES REVENUES PRESS RELEASE
The company disclosed sales revenue for the first quarter of 2014 on April 23,
2014 as shown below:
Manitou: Q1 2014 Sales revenues
– Sales in Q1 of €291m, a 7% increase vs. Q1’13
– ·Q1 sales increased by 12% at constant scope (Toyota) and exchange
rates vs. Q1’13
Sequentially
Q1 2013
Q1 2014
Southern Europe
97,3
104,3
+7%
99,7
104,3
+5%
Northern Europe
79,8
102,9
+29%
112,2
102,9
-8%
Americas
64,6
56,5
-13%
57,1
56,5
-1%
APAM
30,2
27,6
-8%
34,5
27,6
-20%
Total
271,8
291,3
+7%
303,6
291,3
-4%
Divisional review
– With quarterly sales of €200.9m, the Rough Terrain Handling Division
(RTH) recorded an increase in sales of 17% as compared to Q1 2013 sales
which were relatively low. The agricultural sector, touched by poor weather
and low visibility, remains hesitant and displayed a moderate increase. On the
other hand, business in the construction sector grew through the renewal of
fleets by rental companies.
– The Compact Equipment Division (CE) reported a decrease of 7% in sales
at €60.3m (-4% at constant exchange rates) as compared to Q1 2013
which was stimulated by the rental companies. The business in the quarter
was strongly affected by the cold wave that struck North America in the first
two months of the year. Market trends remain favourable and resulted in a
high level of order intake and strong growth in the backlog.
– The Industrial Material Handling Division (IMH) realized quarterly sales of
€30.1m, a decrease of 14% compared to Q1 2013. At a constant scope
(excluding the impact of the termination of the Toyota distribution contract),
the division reported growth of 10% compared to 2013.
– ·Order intake in Q1 of 9,500 units, up 4% in units vs. Q1’13
– An order backlog of 8,700 units, an increase of 12% vs. Q1’13
– The presentation of the MHT1490, 1st Manitou Euro IV / Final Tier IV
Telescopic truck
Ancenis (France), April 23, 2014 – Michel Denis, President & CEO stated: “At
a constant scope and exchange rates, first quarter sales increased by 12%
compared to Q1’13 which was relatively low. We are closing the quarter with
a large order backlog, especially in the Compact Equipment division.
In the construction sector, the business evolved favourably, with demand from
rental companies remaining strong, despite the unusually intensive cold wave
that hit North America. In the agricultural sector, the moderate growth in the
business illustrates an environment with a higher level of uncertainty.
At the operational level, the Compact Equipment division is organizing a
ramp-up of its production lines to meet the current level of its backlog. Finally,
the teams are continuing to provide significant development efforts for the
changes in product standards. After the 2013 launch of the first models with
Final Tier IV engines by the CE division, it is the RTH division’s turn to introduce
its first model designed for Euro IV engines for intensive applications in the
construction and industrial sectors.»
MANITOU GROUP
31
3.
RISK FACTORS
AND RISK
MANAGEMENT
PAGE
3.1 Financial risks
3.2 Operational
risks
3.3 Other risks
3.4 Risks covered
by insurance
32
29
34
37
37
RISK FACTORS AND RISK MANAGEMENT
The Company has performed a review of risks that could have a material adverse impact on its business, financial position or income (or its ability to achieve its
objectives). It does not believe there to be any material risks other than those presented here.
3.1 FINANCIAL RISKS
The Finance Departments of the parent company and of each subsidiary are responsible for assessing, controlling and overseeing the financial risks. All strategic
decisions related to the policy for hedging the group’s financial risks are managed by the finance department within the framework of a financial risk management
committee.
Note 7.10 of the Notes to the consolidated financial statements refers to the paragraph above on financial risks.
3.1.1 FINANCING AND LIQUIDITY RISKS
Financing risk
June 2013 credit agreement
Difficulty or the partial or total inability to renew existing funding or to obtain
new financing. Financing risks could impact the group’s ability to respect its
payment commitments, the group’s financing costs or result in restrictive
covenants on its financing.
The parent company entered into a new financing contract on June 27, 2013
for a period of five years. That financing contract includes clauses for ratios
(covenants) or for «material adverse change*» and for «cross default*» which
may limit the potential use of or affect the terms of credit lines. It includes
negative pledge* clauses accompanied by thresholds and derogations.
Liquidity risk
The impossibility of meeting a payment obligation at its due date.
Management of funding and liquidity risks
The Finance Department mission is to ensure the financing of the group’s
liquidity, cost-effectively and under the best conditions.
The group obtains most of its funding needs through bank financing (syndicated
lines of credit or overdrafts) and, in 2012, began the diversification of its
financing sources by issuing a bond for the first time (€7 million ) and a
second one in 2013 (€12.5 million).
The covenants related to all funding were respected at 31.12.2013. The
existing lines will cover all financing needs over the next 12 months.
Bank overdrafts
The group has bank overdraft lines available that enable it to ensure short
term financing suited to its needs.
The company performed a specific review of its liquidity risk and, at the date
of this filing, considers itself capable of meeting all upcoming maturities.
The means to obtain long-term financing are concentrated within the parent
company. Lines of credit from banks amounted to €220 million in addition
to €50 million in ordinary bank overdrafts at December 31, 2013. Net debt*
amounted to €85 million at December 31, 2013.
*Terms defined in paragraph 2.2.9 of this document
MANITOU GROUP
35
MATURITY SCHEDULE OF LIABILITIES ASSOCIATED WITH FINANCING ACTIVITIES AT DECEMBER 31
Beneficiaries
Maturity
Manitou BF
Manitou BF
Manitou BF or Manitou Americas
Manitou BF or Manitou Americas
Manitou BF
Manitou BF
Miscellaneous
Manitou Americas
Manitou Americas
June 18
June 18
June 18
June 18
30
50
30
110
30
50
30
110
29
48
0
0
6
0
0
0
23
48
0
0
Oct.18
Dec.19
7
12
50
3
7
12
50
2
291
7
12
13
2
111
3
0
7
121
36
85
0
0
13
2
21
7
0
Facility
in millions
Credit agreements (06.13)
Term Loan A
Term Loan B
Capex Facility multicurrency ($/€)
Revolving Facility multicurrency ($/€)
Other financial liabilities
Bond (Micado 1)
Bond (Micado 2)
Other*
Sales financing debt **
Group total
Financing leases
Derivative instruments
Shareholder pacts and other
Total financial debt
Cash and financial assets
Total net debt
Amount Amount in
in local
euros
currency
Use at Less than
31.12.13
1 year
From
1 to 5
years
Over
5 years
LINES OF CREDIT
TABLE OF HEDGING COVERAGE AND DEBT SENSITIVITY
Hedging on debt
0
78
However, the risk that the interest rate on the unhedged portion of the loans
may increase in the future cannot be excluded. That could have a negative
impact on net income and the financial position of the group. The sensitivity
to rates and the rate of hedging coverage are shown in the following table.
The sensitivity analysis below illustrates the impact on pre-tax income. No
impact on equity was noted.
The group has financial debt which was assumed for the general financing
of its operations. These commitments are based on a variable interest rate.
The risk of changes in interest rates has been partially covered by various
financial instruments (variable/fixed interest rate swaps, variable/variable
interest rate swaps, etc.).
12
12
Percent hedged
Impact of +/- changes
+0.5% of interest rate**
Fixed Coverage
Cap
Total *
31.12.2013
0%
73%
73%
€0.19M
31.12.2014
0%
100%
100%
€0.26M
31.12.2015
0%
0%
0%
€0.29M
31.12.2016
0%
0%
0%
€0.27M
* Based on variable rate bank debt at December 31, 2013.
** Based on the Euribor 3 month rate of 0.287% applied at December 31, 2013 (impact on pre-tax income).
For further details, please refer to Notes 7.7.1 and 7.8 of the notes to the consolidated financial statements.
INVESTMENTS IN SALES FINANCING AFFILIATES
* Ordinary lines of credit or bank overdrafts
** See paragraph 2.2.3 “Financial structure” for more information.
The bank margin applied fluctuates from 165 to 365 basis points for the
lines A and B and from 125 to 325 basis points for the Capex facility and the
Revolving Facility based on the level of the leverage ratio* ranging from 0.5
to 3.5. At 31.12.2013, the leverage ratio amounted to 1.7.
The various lines mentioned above are intended to finance all group
transactions (General purpose).
At 31.12.2013, the maturity schedule of assets and liabilities related to
financing totalled €291 million, of which, €111 million were used at this
date. It should also be noted that the group has ordinary bank overdrafts
available in the amount of €50 million as of the publishing date of this
document (excluding the Term loan and debt related to the financing of
sales). For more information, please refer to Section 8.1.7 of this document.
SUMMARY OF CONVENANTS ASSOCIATED WITH LINES OF CREDIT
Facility
Signatory
Lines A/B, Capex Facility and Revolving
Facility
Manitou BF
Main contractual clauses
H2 2013 to H1 2018
Gearing* < 1
Leverage* < 3.5 except in certain cases
Cap on investments
Cap on acquisitions and removals of assets
Limits on additional debt
Clause on changes in control
Dividends are limited to 50% of net income
Note 7.7 «Current and non-current financial liabilities» of the notes to the consolidated financial statements provide a detailed breakdown of all group debt.
All covenants related to ratios, material adverse changes* and cross default* were respected on the filing date of this document.
* Terms defined in paragraph 2.2.9 of this document
The sales financing activity which is performed through the Manitou Finance
Ltd. and Manitou Finance France SAS affiliates remains sensitive to financing
and refinancing rates. The main risk associated with this activity is the ability
to correlate the financing and refinancing rates. The risk is limited to the value
of investments in affiliates included in the group’s equity. Both companies
are 49% owned by Manitou and 51% by BNP Paribas Leasing Solutions .
For further details, please refer to Note 6 of the Notes to the consolidated
3.1.3 EXCHANGE RATE RISK
Exchange rate risk: This risk corresponds to the impact of currency
fluctuations on income, the balance sheet and/or cash flow. Currency risks
occurs either during the performance of transactions or through the exposure
to conversion.
Every business man supports the exchange rate risk related to the sale
of his products. Given the respective sizes of the organizations and the
geographical distribution of the products sold by Manitou BF and Manitou
Americas, Manitou BF is the company which is more sensitive and impacted
in 2013 terms of foreign exchange losses.
Currency risk on transactions: This risk appears when purchases or
sales are made in a currency other than the functional currency of the entity
performing the transaction.
The group strives to minimise each entity’s exchange risk relative to its
functional currency. The Finance Department of the parent company and
less often the subsidiaries provide hedging on significant cash flows for the
amount of their net currency exposure and after the evaluation of purchases
made in foreign currencies.
In 2013, the Manitou Group invoiced approximately 37% of its sales in
foreign currencies, mainly in US dollars (19.6%), Pound sterling (7.5%), South
African rands (2.9%) and Australian dollars (2.9%), the other currencies being
Singapore dollars, Russian roubles, Polish zlotys and the Chinese yuans. In
2013, exchange rate hedges mainly consisted of forward sales on Pounds
sterling, Australian dollars and South African rands.
A significant change in exchange rates could affect the group’s income
through the impact of currency conversions in general, however, also through
the impact of the pressure it might place on sales prices in certain geographic
regions.
A sensitivity analysis was performed based on outstanding receivables,
debt, cash and cash equivalents and financial assets available for sale as of
31.12.2013 for the major currencies used by the group within the framework
of its business.
The sensitivity amounted to a variance of plus or minus 5% on the value of
the currencies concerned as compared to their rates at the year-end closing
date.
3.1.2 INTEREST RATE RISK
Interest rate risk
Interest rate risk management
Gross debt is primarily long-term in nature and originally obtained at partially
fixed rates and partially variable rates. Interest rate risk relates to the impact
of changes in interest rates on the financial expenses of the group.
The interest rate management policy is coordinated and controlled by the
Finance Department of the parent company with the objective of protecting
cash flow and optimizing and reducing volatility and financial expenses.
The group uses various market instruments including interest rate swap
contracts.
36
MANITOU GROUP
37
Receivables and debt denominated in foreign currencies
Detail by functional currency
EUR
Receivables (AUD, GBP, USD, ZAR)
Debt (AUD, GBP, USD, ZAR)
Cash and cash equivalents (AUD, GBP, USD, ZAR)
S/ Total
USD
Receivables (EUR)
Debt (EUR)
Cash and cash equivalents (EUR)
S/ Total
GBP
Receivables (EUR)
Debt (EUR)
S/ Total
ZAR
Receivables (EUR)
Debt (EUR)
S/ Total
SGD
Créances (EUR)
Dettes (EUR)
Trésorerie et équivalent de trésorerie (EUR)
S/ Total
RUB
Receivables (EUR)
Debt (EUR)
S/ Total
Total
CURRENCY CONVERSION RISK ON THE INCOME STATEMENT
AUD/EUR 5%
408
-230
230
409
GBP/EUR 5% USD/EUR 5% ZAR/EUR 5% SGD/EUR 5% RUB/EUR 5%
1,014
-677
316
653
78
-346
330
62
370
0
0
370
336
0
0
336
Currency (In millions of euros)
USD
GBP
ZAR
AUD
Autres
Total
-359
812
-5
448
USD
GBP
ZAR
AUD
Autres
TOTAL
-156
320
-62
102
557
510
360
438
-40
283
0
243
243
Assets
12,132
Liabilities
-4,370
Net position
before hedging
7,762
Hedging instruments*
-6,081
Net position
after hedging
1,681
GBP
25,276
-12,862
12,414
-50,145
-37,731
USD
7,754
-6,574
1,180
7,038
-3
7,035
Other currencies
7,629
-9
7,620
59,829
-23,818
36,011
-61,881
-25,870
Assets
7,646
Liabilities
-17,044
Net position
before hedging
-9,398
Net position
after hedging
-9,398
0
0
0
7,646
-17,044
-9,398
0
-9,398
Assets
1,932
Liabilities
97
Net position
before hedging
2,030
Net position
after hedging
2,030
1,932
97
2,030
0
2,030
Other currencies
Total
Vs GBP
EUR
-5,655
1,380
7,620
0
Other currencies
Total
% Hedged
0%
0%
0%
0%
0%
Impact of a 5% fluctuation in the
euro on shareholders’ equity
-7,0
-0,3
-0,6
-0,1
-0,5
-8,4
3.1.4 CREDIT RISK
Credit risk is the risk that a counterpart might default on its contractual
commitments or the risk related to the collection of receivables.
The Group is exposed to credit risks in the framework of its operating and
financing activities. Its maximum exposure to credit risk is represented by the
value of financial assets as reported in the balance sheet and detailed below.
2012
14
224
32
22
292
Sales financing receivables
Accounts receivable and related
Other receivables
Cash and cash equivalents
Total
2013
6
222
25
35
288
1,180
ZAR
EUR
Net investment
137
9
13
3
12
173
AUD
Vs USD
Net income
10
2
3
1
1
17
SENSITIVITY ANALYSIS
The net position of the business’s operations in major foreign currencies versus the euro is as follows:
Total
Operating income
15
1
3
2
1
22
Relative to the conversion into euros of the net investment (equity) in group companies or foreign holdings that impact the balance sheet position of the
consolidated financial statements. The group does not cover that type of risk.
-1
0
-10
-11
Vs EUR
Sales
230
89
34
34
42
430
CURRENCY CONVERSION RISK ON THE BALANCE SHEET:
-52
-5
-40
-97
409
Exchange rate fluctuations impact the consolidated income through the conversion of the subsidiaries’ income statements from foreign currencies to euros.
The group does not cover this type of risk.
CREDIT RISK MANAGEMENT
Customer risk is managed by each entity’s Finance Department. The largest
of these departments have dedicated credit management teams. Each entity
puts in place management procedures, measurement instruments and
impairment rules related to its outstanding customer accounts receivable.
The most sensitive cases are monitored and handled together with the parent
company’s credit management department.
In most entities, credit risk is partly or fully covered by credit insurance. Credit
risk may also be offset or limited using specific guarantees or security.
It should also be noted that the group has a very fragmented customer base,
with no single customer representing more than 1.7% of total consolidated
sales.
The Finance Department also assures that counterparty collection risks are
spread over leading financial institutions. For more information, please refer
to Note 9 in the Notes to the consolidated financial statements at 31.12.13,
chapter 8.1.7.
3.1.5 RISKS RELATED TO SHARES
AND OTHER FINANCIAL INSTRUMENTS
None
* In addition to the open positions at 31.12.2013, the group hedged a portion of its future operating transactions in foreign currencies. Derivatives instruments contracted for these future transactions are
classified as cash flow hedges whenever hedging relationships as defined in IAS 39 exist. It should also be noted that the sensitivity analysis shows the impact on pre-tax income. No impact on shareholders’
equity was noted. For more information, please refer to Note 7.8 in the Notes to the consolidated financial statements at 31.12.13, chapter 8.1.7.
38
MANITOU GROUP
39
3.1.6 RISK RELATED TO PERSONNEL
BENEFITS
The Group offers certain personnel defined benefit plans: severance pay
at retirement, service awards, pension and retirement plans for certain
employees, executive retirement plans for certain managers in the U.S. and
post-employment healthcare plans and life insurance.
These defined benefit plans are most often partially covered by funds paid
to insurance companies that invest in various instruments such as stocks,
bonds, real estate or other. Unfavourable changes in the value of plan assets
expose the group to having to make additional payments to meet the minimum
coverage requirements of some plans or to respect its commitments.
For more information, please refer to Note 1.17 and 15 in the Notes to the
consolidated financial statements at 31.12.2013
3.2 OPERATIONAL RISKS
The group is exposed to risks linked to the existence of economic cycles
in its various markets, risks associated with an increase in the price of
commodities, components and energy, and risks associated with customers
related to the portion of its receivables not covered by credit insurance.
Concerning the cyclicity of markets related to the business segments, please
refer to sections 2.1.2 (breakdown of sales by business segment) and 3.2.4
(country risk).
3.2.1 SUPPLIER RISK
3.2.3 INDUSTRIAL AND
ENVIRONMENTAL RISKS
The main industrial risks are mainly limited to those that could result from
fire or explosion at a specific site. The group has ten production or assembly
sites throughout the world, specialized by product range, and two central
distribution platforms for spare parts. Its main production units are the
Ancenis site in France, the Castelfranco site in Italy and the Yankton, Wako
and Madison sites in the United States. The site in Ancenis is made up of
several buildings, some of which are nearly a kilometre apart.
Significant resources have been put in place at the main manufacturing sites
and the Spare Parts Logistics Centre to guard against these risks and contain
their immediate effects.
The group specialises in the design and assembly of handling equipment.
Purchases of commodities and components, which represent around 70% of
group sales, have a preponderant impact on the group’s industrial know-how
and profitability.
available capacity and suppliers’ ability to meet the group’s needs in terms of
quality, costs and deadlines;
Limitations in the capacity of certain suppliers’ production facilities, or their
lack of sufficient resources to finance their development or to overcome any
volatility in their business, represent risks for the parent company and its
subsidiaries.
– a replacement or backup plan on the most sensitive supplies.
Some supplier’s failures have led to partial shutdowns of factories as well as
delays in the production or development of Manitou products.
– the strengthening of contractual arrangements with key suppliers;
PRODUCT QUALITY RISK
– the implementation of a supplier rating system from which the qualification
and certification levels are provided;
Equipment manufactured by the group are based on complex technologies
such as on-board hydraulics or electronics. To control the quality and
reliability of this production, the group’s main production sites are equipped
with an ISO 9001 certified quality system, which ensures the quality and
reliability of manufactured equipment.
Manitou is not totally dependent on any supplier however the replacement
of a supplier may require a long process of selection and qualification. The
substitution becomes even more complicated if the organ concerned is
complex (engines, decks, cabins, etc.).
The management of supplier risk is organised around the following key
activities:
– mapping suppliers to measure their criticality;
– a classification of their performance in order to identify the most critical
and define action plans for each of them;
– financial grading of key suppliers based on the analysis of financial
information;
– monitoring audits by the purchasing and quality departments to check
– the placement of in-house teams at suppliers to assist them in the
continuous improvement of their processes;
Within RTH and IMH divisions, the axes identified to improve the reliability of
suppliers are:
– the strengthening of the performance measurement tools and the followup on action plans;
– the recasting of the supplier network as defined for each product family
of purchases based on precise and measurable specifications. This project
aims to gradually rationalize the number of suppliers while expanding the
geographical range on which it relies.
Portion of materials purchased from top 10 suppliers in 2013 (%)
8%
1st
Top 5
17%
Top 10
25%
The group is exposed to risk related to raw materials, either directly through
its purchases of materials or indirectly through components purchased from
its suppliers.
As the cost of commodities and components represents a predominant
proportion of the product costs of the equipment manufactured, the group is
significantly exposed to fluctuations in its purchasing costs. Any significant
and lasting increase in the purchasing cost of commodities and components
could be a burden on the company’s profitability.
The environmental management of the Ancenis site was defined by a
prefectural decree in 2008. It is also stated that the storage and management
of hazardous materials is generally to be performed with third party service
providers which specialize in that field. No obligations on group’s sites to
dismantle or refurbish sites exist.
For new products, a product validation plan has been put in place to control
the quality of components and ensure compliance with reliability and safety
specifications regarding reliability and safety.
Despite the significant resources put in place, the parent company and its
subsidiaries cannot guarantee that delays or errors in the design, industrial
development or assembly will not will not occur on existing or future ranges.
Should any such events occur, they could have an impact on net income and
the financial position of the group.
For more information, please refer to section 2.3 of this document.
DEPENDENCE UPON THE EFFECTIVE
OPERATION OF IT SYSTEMS
3.2.2 RISKS RELATED TO RAW MATERIAL
AND COMPONENT PRICES
40
Changes in technical standards require making technical changes according
to a schedule specified by law (for example: new engines with reduced
emissions). Delays in the deliveries by suppliers of certain components which
comply with new regulations could lead Manitou to a rupture of products
affected by the new standards in the applicable territories.
This very diffuse spectrum, which is associated with change order clauses
or the renegotiation of purchase prices by suppliers, directly influences the
relationship between purchase price changes as compared to changes in
commodity prices.
The main components included in the manufacturing of equipment are:
– pieces of steel or tinplate, as raw materials or pre-cut,
3.2.4 BUSINESS RISKS
RISK OF THE NON-RENEWAL OF MAJOR
CONTRACTS IN 2013
CHANGE IN THE SUB-CONTRACTING PARTNERSHIP FOR MASTS
WITH TOYOTA INDUSTRIAL EQUIPMENT FRANCE SA
Manitou BF is a manufacturer of masts for the assembly of industrial forklift
trucks by Toyota (TIE S.A.) for which the production takes place in Ancenis,
France. That sub-contracting partnership will end on January 1, 2015,
following Toyota’s decision to internalize its production.
Sales revenues realized in 2013 on that business amounted to €19.6 million.
RISK OF THE NON-RENEWAL OF MAJOR
CONTRACTS
PARTNERSHIP WITH YANMAR
In January of 2012, Manitou announced a new partnership, for a period
of 5 years with Yanmar, a Japanese engine production group also involved
in the manufacturing of construction equipment. Under a cross agreement
targeting the United States, Manitou Americas will distribute Yanmar’s
compact excavators under the Gehl and Mustang brand names, while
Yanmar Americas will distribute Compact Equipment skid-steers under
its brand name. This partnership also strengthens the existing technical
collaboration of both organizations in terms of engines.
PARTNERSHIP WITH HANGCHA
Manitou sub-contracts the manufacturing of internal combustion powered
industrial forklift trucks with Hangcha, for which, the design and development
are provided by the Manitou teams.
COUNTRY RISK
The group distributes its products in more than 120 countries through a
network of independent dealers. The emergence of a banking, economic,
financial or political crisis could have an impact on the financial position of
the group and its operating income.
A poor economic environment is likely to influence the activities of the group
and thus its financial results. Thus, periods of reduced economic activity
and, to a greater extent, periods of crisis may contribute to a significant drop
in demand in one or more regional markets. At the beginning of 2012, the
group redefined the organizational scope of its business around four large
regions: Southern Europe, Northern Europe, Americas and the APAM region
(including the Asia, Pacific, Africa & Middle-East territories). The distribution
of sales revenues under the new model is as follows:
Most functions and organizational processes are based on the tools,
softwares and technical infrastructures interconnecting the various sites.
The main risks are the interruption of computer system services, confidentiality
and data integrity, and the group’s ability to manage the implementation of
its new IT systems.
The Group is gradually implementing standardized tools within the various
entities.
– the hydraulic systems (engines, pumps, hoses, cylinders),
The group does not use commodity hedging instruments for the following
reasons:
– internal combustion or electrical engines,
A finished product consists of between 1,500 to 2,000 basic components.
The portion of added value provided by suppliers in the unit value of each
component varies greatly depending on the level of processing integrated
into each article.
– the cabins.
– other mechanical components (transmissions, gear boxes),
The main supplier represents only 8% of total material and component purchases.
MANITOU GROUP
41
2012 Sales
Southern
Europe
317.7
25%
120.5
10%
7.1
1%
445.3
35%
2013 Sales
Northern
Europe
360.0
28%
22.9
2%
33.3
3%
416.1
33%
Americas Apam ****
58.0
120.9
5%
10%
5.5
14.1
0%
1%
186.2
18.7
15%
1%
249.7
153.7
20%
12%
Total
856.6
68%
162.9
13%
245.2
19%
1,264.8
100%
In millions of
euros and as
a % of total
RTH*
*RTH : Rough Terrain Handling Division
**IMH : Industrial Material Handling Division
***CE : Compact Equipment Division
**** APAM : Asia, Pacific, Africa, Middle-East
The group’s business in certain countries carries risk, especially: GDP volatility,
economic and political instability, potential social unrest, regulatory changes,
IMH**
CE***
Total
Southern
Europe
307.5
26%
77.8
7%
7.6
1%
392.9
33%
Northern
Europe
350.7
30%
23.7
2%
29.1
2%
403.5
34%
Americas Apam ****
53.7
98.6
5%
8%
6.6
15.7
1%
1%
187.1
18.3
16%
2%
247.4
132.6
21%
11%
Total
810.5
69%
123.8
11%
242.1
21%
1,176.4
100%
customer payment difficulties, significant fluctuations in interest rates and
foreign exchange rates, and a lack of liquidity in the currency and currency
exchange controls. For more information concerning risk management for
distributors, please refer to section 3.1.4, Credit risk. It should be noted that
the largest distributor or direct customer represents less than 2% of the
group’s sales revenues.
3.2.5 CUSTOMER RISKS RELATED TO THE UNINSURED PORTION OF
RECEIVABLES
In the framework of its business, the group is exposed to the insolvency
risk of its customers for the portion of receivables which are not covered by
insurance.
The Group designs, assembles and distributes high technology products that
meet the standards set by administrative authorities as well as national and
supranational organizations.
Changes in standards and regulations permanently undermine equipment
design and require initiating significant investments related to product
development.
Regulators in the European Union, Japan, the USA (EPA - Environmental
Protection Agency) and Canada agreed on regulations for off-road diesel
equipment that limit emissions:
– carbon monoxide (CO),
– hydrocarbons (HC),
– particulate matter (PM),
– nitrogen oxides (NOx)
The EPA in the US and the regulatory bodies of the European Union have
defined the emission categories: EPA Tier 1-4 in the United States, Euro
Stage I-IV in Europe. Each transition to the next phase involves a further
reduction of the quantities of four specific pollutants, depending on the
number of grams per kilowatt/hour of compounds present in the exhaust
fumes of a diesel engine. A few other countries are involved in this process
but with different application dates.
Since January 1, 2012, the Stage 3 B (EU)/Interim Tier 4 (USA) regulations
applicable to engines with power above 56 kW (76.2 hp) came into force.
The table below shows the timing of the transition from Stage IIIA to IIIB and
IV depending on the engine power
42
– the balance sheet risk associated with advance purchase of engines to
cover the transition phases (as a reminder, €40 million in 2011, €20 million
in 2012 and €6 million in 2013),
– qualty risks related to the storage of engines which must be provided with
respect to a constant level of humidity and temperature. Controls have been
put in place to examine the engines prior to any assembly,
– the risk of capacity constraints on engines manufacturers to provide
upstream of the engines actually needed during the transition phase (as a
reminder, a situation encountered in 2011),
– a significant increase in the cost of new equipment, without necessarily
being able to immediately pass the increase on to the customer, and with no
particular advantage for the end user, which weighs on margins;
– an increased and hardly visible competitive pressure during the period
that the new products are launched resulting in significant pressures on
margins.
The changes in standards and the deadlines defined by the regulatory
authorities are, in principle, monitored by the countries.
A central credit management function has been assigned the mission of
supporting the sales and marketing subsidiaries in the treatment of the more
technical or sensitive accounts on an ad-hoc basis.
KW 560
130 IIIA
IIIB
IV
75
IIIA
IIIB
IV
56
IIIA
IIIB
IV
37
IIIA
2011
2012
IIIB
2013
2014
oct. 2014
*KW: engine power in KW
The Stage 4 (EU) / Final Tier 4 (USA) regulations, which will be introduced
by 2014/2015, will see the levels of NOx and PM almost totally eliminated.
These regulations are accompanied by the development of new fuels (offroad diesel) and new types of engines including the use of particulate filters.
The new generation of engines requires a specific quality of diesel fuel which
renders the marketing of the new equipment, if configured as compliant to
the new standards, impossible in countries with low levels of regulations.
The Manitou group has worked for several years to find the best technologies
in terms of engines to meet these regulatory requirements while optimizing
the performance of equipment and has mobilized a significant portion of its
research and development resources for these changes. This has driven it
to define the product offerings per region to meet the requirements of the
geographical regions or the applicable regulations while maintaining the
machines best adapted to the other regions.
The transition from one standard to another includes flexibility clauses that
may vary from one continent, country or region to another.
The changes in standards create significant complications for the constructors
which results in:
In any case, the risk exists that certain countries or regions may decide
to apply more restrictive standards in order to promote the introduction of
cleaner engines, thereby disrupting the use of pre-purchased engines.
Any change in the deadlines for applying the standards in one or more
regions representing a significant volume of business for the group could
generate a risk of obsolescence of pre purchased engines inventory.
LITIGATION RISK
Several group companies are currently involved in disputes or legal
proceedings.
The litigation consists of legal disputes related to products, commercial
disputes and litigation towards personnel. Provisions recorded correspond to
the group’s and its advisors’ best estimates of the risks incurred with respect
to the litigation in process at the year end closing.
For further details, please refer to paragraph 6.2.10, Legal proceedings
and arbitration as well as Note 14 of the Notes to the consolidated financial
statements at 31.12.2013, chapter 8.1.7.
There are no other governmental, legal or arbitration proceedings, including
any proceedings of which the company is aware, that are pending or were
threatened over the last 12 months that may have or have had a material
impact on the balance sheet or income statement of the company or the
group.
3.3 OTHER RISKS
TAX RISK
3.2.6 LEGAL RISK
REGULATIONS AND THE REGULATORY
ENVIRONMENT
– the risk of a rupture in the product offering in the case of failure in the
development of new equipment compatible with the new regulations within
the timeframe provided (potential delays coming from either Manitou or its
suppliers),
Manitou BF and its subsidiaries prepare their tax returns with the help of
chartered accountants or tax consultants. However, these methods do not
provide an absolute guarantee that there will be no risk of tax adjustments,
particularly in relation to the technical interpretation of certain tax exemption
criteria and rules.
ACCOUNTING IMPACT OF THE FISCAL
SITUATION OF CERTAIN ENTITIES
In accordance with IAS 12, the capitalization of certain deferred tax assets
related to accounting losses may take place in the accounts when the
probability of their use is deemed to be more probable than improbable,
within a relatively short term perspective.
As a result, if such is the case, the recurring non-capitisation of tax loss
carry forwards at certain entities could generate higher or equivalent after tax
expenses to earnings before taxes in the consolidated financial statements.
DEPENDENCE ON PERSONS IN KEY
POSITIONS AND QUALIFIED PERSONNEL
The group’s success is in large part dependent upon the ongoing contribution
of its Board of directors, its Executive Committee and the company’s teams
of experts.
If one or more members of the Board of directors or the Executive Committee
or highly qualified personnel were to leave, this could have a negative impact
on the group’s businesses. In order to limit this risk, the group has put in place
a personnel policy aimed at retaining, developing and promoting qualified
staff (see Note 4.3.4 of this document). Thus, Manitou attributes long-term
financial instruments on a regular basis, which enhance the motivation and
commitment of certain management staff over the long-term. In addition,
it should be noted that among Board members Jacqueline Himsworth,
Marcel Braud, Gordon Himsworth, Marcel-Claude Braud, Sébastien Braud
and Christopher Himsworth are all related through family ties. The family
shareholders signed a shareholders pact on 09.06.2011 which is valid for
a period of 6 years.
For more information related to the composition of the administrative bodies,
please refer to sections 5.1. and 5.2. of this document.
3.4 RISKS COVERED BY INSURANCE
The group subscribes to insurance policies for public liability, property
damage (which includes any impact on operating income) and business
losses with top tier insurers. The group has increased the coordination
of insurance policies through the parent company in order to optimise
premiums and improve the level of coverage. Most notably, the group has
put in place a “Master» liability policy under which practically all subsidiaries,
including Manitou Americas, are covered. This Master policy functions as a
backup for coverage provided under locally-obtained policies.
At the date of signing this report, the amount of public liability coverage was
€50 million per claim per policy year. Property damage policies are usually
of the “all risks with exceptions” type and for amounts corresponding to the
risks identified.
The group takes out other insurance policies, in particular to cover credit risk,
the vehicle fleet and personnel as well as environmental damage.
– major R&D efforts in order to redimension the total of all equipment to the
characteristics of the new engines,
MANITOU GROUP
43
4.
CORPORATE
SOCIAL
RESPONSIBILITY
PAGE
4.1 The Manitou Group’s
CSR program
39
4.2 Environmental
information
40
4.3 Social
information
45
4.4 Corporate
information
49
4.5 Methodology:
non-financial indicators
52
CORPORATE SOCIAL RESPONSABILITY
4.1 THE MANITOU GROUP’S CSR PROGRAM
4.1.1 PROJECT GOVERNANCE
The CSR (Corporate Social Responsibility) function reports directly to the
Chief Financial Officer, on one hand, in order to guarantee neutrality and
independence vis-à-vis the operating functions and, on the other hand, to
guarantee its transversal nature over the entire group.
The CSR service steers, leads and accompanies the operational
implementation of the process along with the other CSR pilots. The CSR
pilots, who are present within the product divisions, in sales and marketing
or in human resources management, promote the CSR actions on a day-today basis.
Following a diagnostic of the stakes associated with CSR and after
carefully listening to the stakeholders, the year 2012 permitted us to set
the group’s ambition and to define its CSR strategy, its action plan and
its objectives.
The year 2013 permitted the implementation and deployment of 15 priorities
defined throughout the CSR program and to communicate the Manitou
Group’s CSR strategy to all employees. 2014 will be a year of consolidation
of the 15 priorities identified and the assignment of the CSR process to all
professions and personnel.
«Provider of sustainable solutions», «Powered by Manitou people», «In
close partnership with our supply chain» are the three strategic axes
which draw the group’s roadmap from 2013 to 2016. The overall
objective is to achieve a fully integrated CSR model in four years in which
the CSR will strengthen our business model. One of the key success
factors is thus the integration of the approach in all processes and in
the day-to-day operations, but also to create a growing awareness of
the expectations of the group’s stakeholders: suppliers, employees,
customers, dealers, shareholders, etc.
The action plans are split among the strategic axes and are based on three
solid commitments and 15 priorities deployed in action plans:
4.1.2 PROJECT DEPLOYMENT
The year 2013 permitted the true launch of the Manitou approach to CSR, on
one hand, by sensitizing all managers and, on the other, the appropriation by
the operational teams of the CSR projects that directly impact their profession.
This, in 2013, numerous communication tools were used to support the
deployment.
– Information meetings facilitated by the CSR Manager within the Group’s
various departments and entities;
– The creation of an awareness video aimed at Manitou’s sales and
marketing teams (worldwide) in early 2013;
– The presentation of the CSR program to international managers at the
2013 Convention;
– A presentation of the stakes involved in the Manitou group’s sustainable
development and CSR to each new hire during the Newcomers’ Day;
– The creation of an info graph animation to present the CSR strategy
(«The CSR House»). That info graph was put online in 2013 on the Manitou
Group website as well as the intranet. It was also reused and communicated
through various Manitou institutional documents;
– The creation of an information panel on the group’s CSR to be
communicated at international exhibitions in which the group participates
(SIMA, BAUMA, AGRITECHNICA);
– The creation of a CSR section on the Group’s intranet.
4.1.3 THE MANITOU GROUP’S CSR
STRATEGY
PROVIDER OF SUSTAINABLE SOLUTIONS
We recognize the negative as well as the positive impacts of our products
and services on people and planet. We aim at innovating to provide our
clients with safe, highly efficient and sustainable solutions, in partnership
with dealers and key accounts.
POWERED BY MANITOU PEOPLE
We recognize our people as a key asset to achieve economic and sustainable
success. We are committed to offer them all conditions for their professional
and personnal development, and to fully involve them in our sustainable
program.
IN CLOSE PARTNERSHIP WITH OUR SUPPLY
CHAIN
We recognize that our suppliers play a key role in our sustainable performance.
We aim at working in close partnership with them to design, implement and
monitor our sustainable strategy.
«Lever up sustainable growth and create shared value» is the group’s vision
to contribute to its mission: “The Material Handling Reference”.
MANITOU GROUP
47
In 2012, environmental information published concerned our main
production site, Aubinière in Ancenis. In 2013, we worked on expanding the
scope in order to reach the group’s entire consolidation scope. This year,
environmental information for the Aubinière, Laillé and CLPR (Spare parts
Logistics Centre) sites will be published. The other two French production
sites, Cande and Beaupreau, were also audited in 2013 for a selection of
non-financial indicators, the objective being to ensure that they’re ready to
become part of the reporting scope next year.
2012
In 2013, the company subscribed to a specific policy, «environmental
damage» with the objective of insuring cases of environmental damage
caused by its activities (France and Italy).
4.2.2 POLLUTION AND WASTE
MANAGEMENT
30
47
59
2013
4.2.2.2 ENVIRONMENTAL IMPACT AND ABILITY
TO RENEW RESOURCES
2011
As explained in the methodology clarification, the scope of the data analysed
below concerns the Aubinière production site in Ancenis, France, the group’s
largest production site, and the CLPR in Ancenis, as well as the production
site in Laillé.
WASTE GENERATED BY TYPE
(en %)
Recyclable NHIW
2013
Non recyclable NHIW
HIW
6 15
Sites to be certified
52
39
14
Sites with
pending
certification
18
41
0
Sites with a certificate
More specifically, at the Laillé site, investments were realized in 2013 in order
to improve the treatment plant, the objective being to make the discharges
more reliable and reduce the risk of pollution. An upgrade of the industrial
water network was also performed in 2013.
PROVISIONS AND GUARANTEES FOR RISKS
(en %)
2012
2011
*The CIW (or DIS in French) is contaminated industrial waste such as soiled rags, paint sludge,
etc.. The OIW (DIB in French) is ordinary industrial waste which is non-hazardous, such as wood,
In order to fulfil this commitment, the group’s objective is to implement the
ISO 14001 (or equivalent) certification at all manufacturing sites by 2016. In
2012, the Laillé site and the Spare Parts Logistics Centre were certified, and
thereby join the Ancenis site which has been certified since 2007.
In 2013, the certifications for the Aubinière, Laillé and CLPR sites were
renewed for three years. Moreover, the industrial site in Castelfranco, Italy
materialised the launch of its certification process because it was also
certified in 2013. The percentage of certified sites thus represents 59% of
Manitou sales in 2013.
TRAINING & INFORMATION INITIATIVES
In order to inform and commit employees, Manitou organizes orientation
days for newcomers during which a session is dedicated to the environment.
In addition, some employees are trained in the use of depollution kits, for
48
Through its environmental policy, the Manitou group’s objective is to reduce
the various environmental impacts that its production sites may have on the
surrounding areas.
4.2.2.1 IMPACT ON THE WATER SYSTEM
paper...
As of February 2012, the Company contracted a comprehensive service
for the removal and treatment of waste for all of the French sites. That
comprehensive service replaces multiple contracts held by each site which
enables the improved assessment of the waste quantities produced and
also allows us to pilot our policy of reducing the impact of waste generated
nationally.
WATER DISCHARGES
In 2013, an additional parameter, the temperature, was accounted for the
Aubinière site, in addition to the prior year’s indicators. Moreover, the Laillé
site was included in the scope, that site having a sewage treatment plant.
This brings the number of samples taken in 2013 to 121. Regarding the
wastewater discharges, 98% of the samples were found to comply with local
regulations, the difference being explained by an excess related to the COD
parameter (Chemical Oxygen Demand).
At the Aubinière site, the Manitou group invested in a carton compacter to
optimize the rotations while the year 2013 was highlighted by the introduction
of collection pallets at the Laillé site.
The 2014 action plans foresee the mapping of the wood and carton waste
in order to put in place waste reduction plans at the spots where most of the
waste is emitted. We also plan to realize a pilot site in 2014 for the recycling
of rags.
7
1
1
0
6
9
85
85
83
7
8
8
2013 2012 2011
2013 2012 2011
2013 2012 2011
2013 2012 2011
REUSE
RECYCLING
ENERGY
RECOVERY
BURIAL OR
LANDFILLING
0
0
9
52
54
56
39
46
44
(en %)
0
In order to reduce the impact of rain water pollution, rainwater systems
were equipped with a pre-treatment system, prior to their discharge into the
natural environment, with an oil sludge separator. In addition, measurements
are made annually to confirm that the systems are operating correctly.
79
PORTION OF SALES GENERATED
BY CERTIFIED ISO 14001 SITES
In addition, in 2013, a project was initiated on the paint cabins aimed at putting
in place a system which circulates stored water during the cleaning process.
That initiative is aimed at reducing discharges during maintenance work.
LIFE-CYCLE OF WASTE BY TYPE
(en %)
0
In 2013, initiatives to raise employees awareness were strengthened,
especially during the sustainable development week. Every day of the
week was attributed to an awareness initiative: “conserve water”, “save
energy”, “let’s print responsibly”, “let’s recycle”. A lot of information
has been sent via the group’s intranet as well as quizzes which allow
employees to test their knowledge. Each awareness theme was relayed
in a series of 8 posters which were translated and sent throughout the
Manitou group.
6 14
Piloted by an environmental coordinator, the action plans are passed on by
correspondants and then implemented by team members in charge of the
application of good practices (e.g. waste sorting, chemicals) and of alert in
the case of environment incidents.
Specifically, at the CLPR site, training in the transportation of hazardous
merchandise took place in 2013.
80
The day-to-day application of the «Provider of sustainable solutions»
commitment is reflected in our certified or pending certification sites through
an environmental management system (EMS), and through the promotion of
that type of system at the other sites. The EMSs are adapted to each site’s
main impacts and provide a break-down of the Manitou environmental policy,
most notably, the three major axes: The management of pollution risks, the
reduction of our industrial waste, and the preservation of natural resources.
An environmental action plan then allows the establishment of targets to
improve the sites’ performance.
8 13
ORGANIZATION
working in explosive atmospheres, in the use of refrigerants and in chemical
risks. Finally, awareness initiatives are organized to raise people awareness,
for example, on waste recycling, energy saving or the labelling of chemicals
products.
79
4.2.1 GENERAL POLICY
Those results were achieved thanks to the methods put in place at the sites.
The site in l’Aubinère is notably equipped with physico-chemical treatment
equipment for the treatment of in-situ pollutants, with an alarm and a
stoppage device in case of a breakdown. That system is managed by an
recognized external organism which carries out daily checks and provides
reports on the treatments performed. Weekly monitoring of pollutants is
led by the site and monthly checks are performed by a certified external
laboratory. In addition, the site is demonstrating its commitment to reduce the
risk of pollution by reducing wastewater discharges. During the remodelling
of the mast production workshop, the company replaced the chemical
surface treatment process by shot peening (a mechanical process), which
does not generate waste water.
0
4.2 ENVIRONMENTAL INFORMATION
2013 2012 2011
2013 2012 2011
2013 2012 2011
2013 2012 2011
REUSE
RECYCLING
ENERGY
RECOVERY
BURIAL OR
LANDFILLING
The new service contract for the sorting, collection and treatment of waste
also reduces the environmental impact of waste generated.. In fact, in the call
to tender, the company wanted providers to propose innovative processing
solutions in order to minimize the landfill and to promote recycling against
energy recovery, by finding new channels. In addition, our service provider
offered solutions to reduce the volume of waste in order to reduce the
frequency of removal truck rounds to the recycling centre. Thus, a project to
install a cardboard compactor was launched for 2013.
Since the launch of the new service contract for sorting, removal and
treatment of waste, the group has seen its waste directed towards the
appropriate recovery channels.
In 2013, the installation of a plastic cup recovery channel was initiated.
Those cups are now crushed, washed and reprocessed into objects by a
local plastics company. 100% of the NHIW (non hazardous industrial waste)
is now reusable, recycled or valorised. It should be noted that the year 2013
was highlighted by a significant increase (20%) in the portion of energy
recovered compared to 2012. 100% of HIW (hazardous industrial waste) are
indeed recovered (energy) or recycled. As opposed to 2011 and 2012, waste
materials are no longer buried.
At the Laillé site, the reuse rate increased in 2013 as a direct consequence
of the collection of pallets put in place on the site.
4.2.2.3 IMPACT ON THE ATMOSPHERE
VOLATILE ORGANIC COMPOUNDS (VOC’S)
The company, in partnership with manufacturers, is constantly looking for
paint products with lower solvent content which therefore emit less volatile
organic compounds. As an example, in 2007 the company decided to change
the method to paint masts by replacing the solvent based paint with powder
paint, which does not generate any air pollution. We noticed an increase in
the VOC/forklift truck emissions indicator equivalent to 5,179.8 grams per
MLT735 truck equivalent product in 2012 to 5,971.2 in 2013 in 2013. That
increase was due to the use of solvents and diluents when performing colour
changes (to prepare machines to be sold bearing the rental contractor’s
colours). That increase in VOC emissions was also caused by the production
MANITOU GROUP
49
This will to improve the energy efficiency of products is integrated as early as
the development phase. Since 2012, the R&D services have been equipped
with digital simulators that reduce the number of physical tests and choose
the best combination of technology/consumption, because the digital tests
permit a significant increase in iterations.
The company anticipates changes in regulations limiting air pollution from motor
vehicles by setting thresholds for regulatory emissions. The engines marketed
by Manitou in 2013 met European III B regulations for Europe and Tier 4 Interim
regulations for the United States. For specific engines, that regulation requires
between a 92% and 94% reduction in particulate emissions and a 0 to 26%
reduction of nitrogen oxides emitted from “Stage III A” or “Tier 3” engines. The
teams are currently working on the development of engines that meet both
“Stage IV” and “Tier 4 Final” requirements in order to be prepared for 2014.
These new engines will further reduce the nitrogen oxide emissions by 80%
and will thus have particulates and nitrogen oxide emissions at nearly zero
levels in order to reduce the impact of our products on the atmosphere.
Electricity
SAVE FUEL, SAVE MONEY
COMPARISON WITH THE COMPETITION(1)
(1)
EQUIVALENT MACHINE FROM COMPETITION
-18 %
-6,8%
-8,5%
+0,5%
HANDLING
LOADING
€ €
ROAD
IDLE
-1 189 €
-10%
kg CO2 / hour
(2)
PER YEAR
(2) Calculation based on following work cycle : 1000 hours – 1.45€ per litre of red diesel in Ger.
35% handling, 35% loading, 20% road and 10% idle.
In 2013, almost all agricultural machinery had integrated the process. The
goal in 2014 is to broaden the consumption test process over the entire
agricultural and construction range.
– the deployment of the project on Life Cycle Analysis, notably with the
completion of the LCA of the MLT840, the training of several engineers
on an LCA tool and the organization of a work group to consider possible
optimizations in the design of our products.»
2013
2012
2011
19,081
19,851
18,582
505.4
473.4
575.9
4,156.3
3,701.3
3,181.16
Paint consumption (g/truck MLT735 equivalent product)
15,842.3
14,199.8
15,506.3
Oil Consumption (Kg/truck MLT735 equivalent product)
132.2
140.6
129.9
Energy consumption (kWh/truck MLT735 equivalent product)
50
data of our products, data which was UTAC validated in 2013;
Water-based paint
32
33
33
58
42
2013
7
61
60
60
Electricity is mainly used for the operation of production equipment, but also
for lighting and the electrical heating of some offices. Regarding gas, it’s used
for heating the workshops and baking of paints. The influence of outdoor
temperatures on gas consumption can be observed by analysing the gas
consumption during the winter and summer periods.
7
63
Polyurethane paint
2011
2012
2011
Paint consumption is directly related to machine production and to the quality
of the finish. Fewer machines were produced compared to 2011 and 2012
but an improvement of the quality of the finish was noted. The increase in
the consumption of paints per equivalent truck - while fewer machines were
produced in 2013 - can be explained by the continued business with rental
companies, as well as the cleaning of the entire circuit at the Aubinière site
with diluents.
It should be noted that the year 2013 was warmer than 2012, which explains
the decrease in gas consumption in addition to the measures taken by
scheduling stops for office heating at night and on weekends.
OIL CONSUMPTION
The oils are partially composed of hydrocarbons and therefore have a major
environmental impact. In the fourth quarter of 2012, the production site in
Aubinière installed a recycling system for oils used in machine testing, to
reduce its direct consumption. That permitted the reduction of the related oil
consumption by 50% (from 12,000 litres of oil in 2012 to 6000 litres at the
end of 2013). To continue this improvement, the purging of oil was integrated
in late 2013 to eliminate accidental spills.
Besides that, an analysis was performed on the means of measurement
leading to investments in new gas/building meters. Work on these gas
meters will be completed in 2014. We also plan to perform an energy audit
in 2014 in order to better estimate the actual energy needs of the facilities,
to quantify the potential energy savings and to define actions necessary to
achieve those savings.
LAND USE
The group belongs to an industry which is not land use intensive. However,
in order to minimize the impacts upon it, responses to emergencies have
been put in place. For example, depollution kits are available in the case of
a liquid chemicals spill and a storm basin with shutoff valves, holding tanks,
unloading areas and waterproof storage are located on the site.
At the Laillé site, presence detectors were installed in 2013 to reduce
consumption. Furthermore, a separation of the heating between the welding
workshop and assembly was performed for the same purpose.
Presence detectors were also installed at the headquarters in Ancenis.
One of the major axes of the Environment 2014 action plan is to continue
the implementation of the plan to reduce energy consumption/production
centre began in 2013 (analysis of measurement means) and to conduct an
energy audit.
4.2.3 THE USE OF SUSTAINABLE USE OF RESOURCES
Water consumption for industrial use (l/truck Manitou Aubinière equivalent)
2012
(2)
Unlike the automotive sector, the material handling sector doesn’t have a
normalized cycle yet to measure consumption. Manitou has therefore put in
place a transparent internal protocol in order to disclose its own consumption
Water consumption for sanitary use (m3)
2013
Powder paint
However, energy consumption remained steady in 2013 compared to 2012.
The increase in energy consumption per comparable truck was directly
related to the reduced production of the truck. Indeed, fixtures indirectly
related to production sites (lighting, heating, etc.) today consume as much at
lower or higher production rates.
Environmental labelling:
– the launch of the REDUCE program on the energy efficiency of our
equipments and aimed at measuring and communicating the consumption
PAINT CONSUMPTION
(in %)
7
For the first time, the Manitou group is thereby revealing its L/h data as well
as the CO2 emissions generated (kg CO2/h). In order to take the information
and awareness process even further, data on savings and the CO2 gained
have also been communicated at a large agricultural fair at the end of 2013.
The group asked the French UTAC, (or “The Automotive, Motorcycle and
Cycle Technical Union”) which performs official missions in the automotive
sector, to validate the tests’ results.
“The Manitou group is aware of the impacts, both positive and negative,
that its business may have. As a consequence, in the framework of the CSR
program deployed in 2013, two structuring projects were initiated this year:
Gas
37
Through our products: Our sustainable solutions
About 90% of our products’ CO2 emissions are generated during the use of
the machinery by our customers. That’s why the Manitou group would like
to assist its customers in reducing their fuel consumption. Energy efficiency
is a priority for the group and the various technological choices - engines
and component choices, ventilator installation, downsizing, the concept
of bi-energy, the Stop & Go process - take into account the research on
consumption savings for our customers in order to reduce their total cost of
ownership and their carbon footprint.
(%)
Thus, in 2013, within the framework of the CSR process and the importance
it places on energy efficiency, the Manitou group launched the “REDUCE”
process.
Beyond the desire to reduce the impact of Manitou equipment in terms
of consumption, REDUCE aims to provide reliable, clear and transparent
information on the machines’ actual consumption data, savings achieved
and the CO2 impact generated for dealers and end-users. This comparative
product labelling goes beyond communication which is usually done in
the industry that’s most often based on data related to the reduction of
consumption.
On the CLPR site, it should also be noted that the sprinkler waters are
recovered, in the same way as rainwater which is reused for sanitary use.
Furthermore, solar panels have been installed as an addition to the electricity
to produce hot water.
ENERGY CONSUMPTION BY SOURCE
64
MEASURES TAKEN TO IMPROVE ENERGY
EFFICIENCY AND EMISSIONS INTO THE
ATMOSPHERE
measurements. That protocol is based on seven years of experience in
consumption tests and field observation and from exchanges with our
customers.
36
of MSI chassis at the Laillé site for the Beaurpréau site which, because of their
equipment, use more solvent based paints than the main site in Aubinière.
In 2013, the exhaust fan of a paint cabin was replaced. Measurements are
performed annually to confirm that the systems are operating correctly.
4.2.4 CLIMATE CHANGE
THE CARBON FOOTPRINT© OF MANITOU’S
PRODUCTS
(%)
WATER CONSUMPTION
In order to limit water consumption for industrial use, a closed circuit
recycling system for surface treatment water has been installed. Likewise,
product washing is performed using high-pressure washers. Regarding water
consumption for sanitary use, economic methods of water use have been
put in place during the repair or new improvements of facilities. Finally, to
monitor any potential leakage in our water systems (industrial or sanitary), the
technical service follows a weekly indicator of losses from the water network.
Usage
by customers
89
Emissions related
to inputs
Others
1
10
In 2013, a plan concerning the paint cabins was launched. This project aims
to establish a system to circulate and store water with the goal of reducing
water consumption during maintenance operations.
MANITOU GROUP
51
2012
2011
COLLABORATORS
2013
-76,3%
2012
2011
95,6
87,4
2,7
7,5
1,6
1,7
10,9
2011
TEMPS
TEMPS
BREAKDOWN OF HEADCOUNT BY STATUS
These actions resulted in the group having a relatively stable global
workforce in 2013 (+23 persons). The two functions which were especially
strengthened were sales (+22 persons) and research and development (+13
persons). The relatively high level of activity in our workshops explains the
significantly high level of interim personnel at the end of the year compared
to 2012.
Managers
Employees
2013
Operators
1 590
In 2013, the Manitou group experienced, on the one hand, a strong slowdown
in external recruitment activity and, on the other, a strong acceleration of
internal mobility including the deployment of a specific internal mobility
program in the second half-year period called «Manitou Move». The program’s
objective is to contain the changes in indirect salary expenses by limiting
external recruitment through not systematically replacing all departures and
promoting internal mobility within the group.
52
90,5
2,0
+196,6%
2013
2013 2012
592 879
For new buildings, the issue of biodiversity is addressed (presence of
vegetation, amphibians, etc.). Notably, during the construction of the site’s
storm basin, we installed a ladder for amphibians in order to let them live in
their natural environment. Also, plants and bushes were planted along the
new prototype testing track.
2011
The employment contracts closed were, for the most part, permanent
contracts. Temporary contracts are very rarely used. Their use is often
reserved for young trainees and especially for educational apprenticeship
programs. Regarding the use of temporary workers, it is almost exclusively
used for the category of workers known as operators and directly correlates
with the cyclical nature of our production activities. However, the hiring of
operators on permanent contracts is commonly done based on the level of
business activity for the year. Temporary staff are given priority when hiring
for those positions.. They represented 39 persons during the year 2013.
1 607
Greenhouse gases emissions are directly related to the production site’s
energy consumption and logically follow the trend of the energy profile,
which explains the decrease in emissions reported in 2013.
4.2.5 PROTECTION OF BIODIVERSITY
2013 2012
PERMANENT FIXED-TERM
CONTRACTS CONTRACTS
+0,7% +5,2%
918
613
2011
694
661
2013 2012
1 606
703
TOTAL GROUP HEADCOUNT
923
2011
MANITOU GROUP DATA
713
2012
Refrigerant gases for air conditioners have been replaced by refrigerants with
less impact on the ozone layer. Those are used for cooling equipment used
to cool production materials (e.g. cutting fluids for machine tools), electric
control cabinets or the facilities. The seals on all of these cooling systems
are annually tested for tightness and when leaks are detected, corrective
actions are put in place.
(%)
4.3.2 EMPLOYMENT
376
GHG emissions from the
production site by MLT735
equivalent truck (kg eq CO2/
truck equivalent)
2013
Moreover, in 2013, the site began a project to revise the internal flows to
optimize travel and therefore reduce emissions of greenhouse gases from
our material handling trucks. That project will be completed in 2014.
89
In 2011, the Carbon footprint of three product families confirmed that
approximately 90% of greenhouse gas emissions emitted by our equipment
is generated by our customers during the customer use period. That’s why
the Manitou group decided, as of 2013, to include its support towards its
customers in reducing their consumption within its «Provider of sustainable
solutions» axis. The second emissions item is generated by inputs, i.e.
the impact of our supply chain, one of the three pillars of the group’s CSR
strategy.
EMPLOYMENT CONTRACTS
The year 2013 was a year of transition following a change in governance and
strategy which led the human resources teams to support management, to
facilitate the reorganizations and to the redeployment of internal skills.
264
2011
4.3.1 INFORMATION RELATED
TO SOCIAL POLICY
3 061
5 132
5 329
6 067
2012
In 2013, shuttles were also put in place. They permit a shuttle service to
be provided between the Ancenis train station and the three Manitou group
sites located in Ancenis (Aubinière Aéropôle and CLPR), which represents
50% of employees.
4.3 SOCIAL INFORMATION
3 219
The employees at the Manitou Aubinière site have used carpooling for several
years which has been facilitated by the creation of a forum on the intranet.
We also installed sheltered bicycle garages at each parking lot.
(tonnes équivalent CO2)
2013
ADAPTATION TO CLIMATE CHANGE
CONSEQUENCES
3 242
GHG EMISSIONS FROM THE PRODUCTION SITE
(TONS EQUIVALENT CO2)
2012
2011
The growth in headcount mainly took place in the management category
during the year 2013. The operator headcount remained stable.
MANITOU GROUP
53
2013 2012 2011
2013 2012 2011
2013 2012 2011
2013 2012 2011
2013 2012 2011
2013 2012 2011
2013 2012 2011
RESIGNATION
TERMINATION
RETIREMENT
DEATH
MUTUAL
AGREEMENT
END OF
FIXED-TERM
CONTRACT
TRIAL PERIOD
EXPATRIATION
– An increase in resources in some of the less mature countries in the Northern Europe region: Russia, Poland, Lithuania (+6);
2012
1 781
2013 2012
2011
2011
2013 2012
2011
2013 2012
2
2011
55-64
OVERS 65
45-54
YEARS OLD YEARS OLD YEARS OLD
CHANGES IN HEADCOUNT
Incoming staff
The continued hiring within all age groups in 2013 maintained the balance
of our age structure. More than 2/3’s of our employees are under 44 years
old which is pertinent and promising for the future.
MANAGERS
252
+138
+41
Women
321
2012
313
247
115
105
+9.52% women versus 2012
+38.2% women versus 2011
76
The proportion of women at the management level continued to progress in
2013 when it reached 26%.
2013
2012
-91
2013
2011
+220
-97
Men
Outgoing staff
138
BREAKDOWN OF HEADCOUNT BY GENDER
ALLOCATION OF STAFF EXPENSES
(in M€)
20,96
18,25
30,65
32,19
32,20
9,71
11,81
5,77
2013 2012 2011
MANAGERS
TEAM MANAGERS
4.3.3 ORGANIZATION OF WORKTIME
(%)
Exempt staff
2013 2012 2011
-114
2013 2012
1
1
189
182
206
446
472
513
UP TO 24
25-34
35-44
YEARS OLD YEARS OLD YEARS OLD
The percentage of women working within the consolidation scope under
review remained stable at 17% in 2013. During the year 2013 in France, a
diagnosis was made on gender equality in order to take actions to facilitate
access to all professions by female personnel in the upcoming years.
The diagnosis was based on 5 areas: hiring, classification, professional
advancement, compensation and the definition of the relationship between
the professional life and the fulfilment of family responsibility. The percentage
of the split between men and women also hides numerous disparities which
are very noticeable according to profession. Certain professions remain
heavily occupied by men: research and development (98%), quality testing
and control (95%), assembly (91%). Conversely, other professions are mainly
occupied by women: Sales administration (90%), human resources (81%),
supply chain administration (68%).
2013 2012 2011
EMPLOYEES
Non-exempt staff
SALAIRIES,
OCCUPATIONAL
PREMIUMS
2013 2012 2011
2013 2012 2011
VARIABLE
COMPENSATIONS,
COMMISSIONS
PROFIT SHARING
Over the course of 2013, it should be noted that the trend in salaries was
under control (+1.8%), perfectly in line with the net increase in staff (+41
persons) representing 1.8% of the scope of the headcount under review
(2,188 persons). It may be noted however that the amounts paid in 2013
with respect to profit sharing incentives almost doubled (+84%). These
non-recurring collective performance allotments are directly related to
improvements obtained on operating criteria: the cost of non-quality, rates of
equipment availability, environment (waste, energy). Finally, for management,
the policy deployed in recent years of assigning a variable remuneration
totally linked to collective and individual performance was maintained.
2013
2012
2011
Within the scope reviewed, 1 person out of five works according to a fixed
number of hours. During 2013, negotiations were opened attempting to
define new principles for the management of work times at all of our French
industrial sites. These negotiations had the objective of responding to the
disappearance of the traditional cyclical business activity for growth which
is becoming more chaotic and less predictable. These discussions led to
an agreement that will permit our production sites to respond with greater
operational reactivity.
(%)
Day workforce
Shift workforce
2011
The number of departures remained low with the consolidation scope under
review. However, a slowdown in hiring in 2013 (-97 versus 2012) divided
the net increase in headcount by more than three, amounting to 41 at
December 31, 2013.
2013
74,1
2011
1 681 328
2013 2012 2011
Negative variances between the average salaries of men and women arose
from the fact that the seniority, and therefore the levels of experience and
responsibility, are lower for women than for men. Management guidances
regarding the starting compensation are exactly the same for women and
men in equivalent positions. As a reminder, in that area, a diagnosis was
performed in 2013 on the French consolidation scope with the objective of
implementing the necessary actions in the coming years.
78,5
2013 2012
366
311
2011
2011
376
OPERATORS
79,7
790
838
872
538
590
537
44
64
60
2013 2012
Women
2,0
1 812
Men
3,0
2013
2,9
BREAKDOWN OF HEADCOUNT BY AGE
2013 2012 2011
63,2
FRANCE AND MANITOU ITALIA HEADCOUNT
71,1
DATA FOR MANITOU FRANCE AND MANITOU ITALY
The turnover decreased significantly which was, on one hand, the result of
a sharp decrease in hiring and, on the other, a decrease in resignations.
It should be noted that, despite a year of transition where one might have
feared an acceleration of departures and the loss of certain skills, that has
not been the case. The internal mobility program put in place within the
Manitou group permitted 66 persons to seize opportunities for new career
orientations. It should also be highlighted that a group competence centre for
the mining markets was created at our subsidiary in Italy in 2013 to better
meet the specific needs of these customers.
72,4
– A redeployment of resources at our American production sites: Madison (-10), Yankton (-9), Waco (+11).
19,38
2013 2012 2011
79,1
– A decrease in the headcount in certain countries in the Southern Europe region, for example, Portugal (-16);
20,9
The relative stabilization of headcount within the Manitou group does not take into account the reallocation of resources between various geographical regions for
which there were some trends:
25,9
100%
3,03
4.77%
3,061
21,5
146
158
6,22
12
100%
76,7
4.91%
3,219
23,3
158
23
7,27
0
100%
76,6
4.87%
Total
23,4
158
3,242
Rest of world
20,3
22.93%
3 3%
57.92%
702
2 2%
1,773
16
1 1%
123
22.31%
4 4%
58.90%
718
5 5%
,896
-6
3 3%
39
21.96%
38 33%
59.69%
712
37 41%
1,935
Americas
37 38%
* including France
3,7
72.30%
11 12%
2,213
3,8
130
13 13%
72.79%
6 5%
2,343
7,0
29
4 4%
73.16%
4 4%
2,372
2 2%
Europe*
(%)
1 1%
%
6 6%
2011
5 4%
Change
4 4%
%
8 8%
2012
5 4%
Change
28 31%
%
25 26%
2013
DIFFERENCES IN MALE / FEMALE
COMPENSATION
50 44%
CAUSES OF DEPARTURES
BREAKDOWN OF HEADCOUNT BY GEOGRAPHICAL REGION
2012
2011
The rate of absenteeism in 2013 did not change significantly within the
scope reviewed.
54
MANITOU GROUP
55
3.13%
3.57%
Workplace accidents
occupational diseases
0.45%
0.45%
0.50%
Unpaid leaves
0.41%
0.63%
0.63%
The rate of absenteeism in 2013 did not change significantly within the
scope reviewed.
4.3.4 LABOR RELATIONS
ORGANIZATION OF SOCIAL DIALOGUE
The dialogue with personnel is recognized as one of the strengths of our
company. Many topics are discussed at meetings of the Central Works Council,
which met 10 times in 2013 (compared to 2 annual meetings required by
law). The frequency of those meetings has permitted us to regularly associate
our representatives with numerous events, projects and results within an
extremely turbulent 2013. That willingness to share our various strategies
with elected labour representatives will be pursued. The dialog with personnel
is a key element in maintaining the workforce cohesion which is essential to
a sustainable economic recovery.
In 2013, training activities concerning the stakes for health and safety were
put in place. They represented over 6,000 hours of training applied to all
personnel categories.
In addition to these training activities, other initiatives were initiated to
improve the health and safety at production sites. Safety audits are conducted
by the Safety and Prevention service, in which operators participate in the
identification of risks and regular briefings are held between managers and
their teams. A continuous on-site coordination was also put in place: Weekly
meetings are organized with team leaders, a summary of safety issues is
distributed weekly, volunteer safety referents are nominated for each team.
Operators are also informed of every significant event (accidents, risks, etc..).
In 2013, €900,000 were spent at the Ancenis site for safety on training
initiatives, machinery control actions (lifting equipment, trucks, masts,
electrical installations, etc.) as well as for facilities (changing rooms, hallways,
dining areas).
2012
2011
Personnel
17.7
24.4
21.8
47.4
67.6
41.6
Personnel
0.3
0.4
0.6
Temporary workers
0.5
0.7
0.4
Number of reported occupational
diseases (personnel))
12
14
6
Frequency rate
2012
2011
Number of agreements signed
17
14
21
Temporary workers
Number of negotiations opened
21
20
21
Severity rate
81%
70%
100%
Ratio of agreements signed /
negotiations opened
Overview of agreements on
health and safety
56
2013
2013
2013
2012
2011
4
5
6
PROPORTION OF THE WORKFORCE WITH
DISABILITIES
4.3.7 EQUAL OPPORTUNITIES
PROPORTION OF WOMEN BY CATEGORY
Team managers
2013
Employees
2012
Operators
2013
2012
2011
The company saw an increase in the number of persons with disabilities
(+6 persons).
It also continued its efforts to outsource towards companies providing jobs to
handicapped persons (window cleaning, landscape maintenance).
2011
4.4 CORPORATE INFORMATION
WORKPLACE ACCIDENTS
COLLECTIVE AGREEMENTS REPORT
In 2013, the diagnosis of gender equality identified actions to be deployed
in 2014 to facilitate the access of female personnel to all professions.
The diagnosis was based on 5 areas: hiring, classification, professional
advancement, compensation and the definition of the relationship between
professional life and the fulfilment of family responsibility. Among the
commitments in 2014, we can point out that all new personnel are sensitized
to the equal opportunity policy. In addition, a charter of good recruitment
practices was distributed and a report on the split of women / men among
the classifications was generated.
56
3.86%
The number of women increased in 2013 within the consolidation scope
reviewed. The increase in headcount in 2013 amounted to 41 persons,
including 10 women, or 20% of the increase, above the 17% which
represents the number of women in the total headcount.
63
Illnesses
81 7,5%
2011
171 29,0%
2012
The year 2013 was also highlighted by continued efforts in the technical
professions and language training. In addition, the Manitou Move program
mentioned above led us to support certain internal transfers through
personalized paths.
19 14,3%
2013
Theoretical % of hours worked
Training efforts were increased to 31,309 hours for all of our teams based
in France and Italy for the year 2013. The average training hours per person
per year did not change significantly between 2012 and 2013. Among the
training, 4,799 hours, or 15%, were devoted to safety. The training related to
safety was conducted by internal trainers.
86 7,8%
ABSENTEEISM
The psychosocial risk (PSR) process was accelerated in 2013. The
Manizen approach which, assisted by a firm specializing in PSR, began in
2010, identified 18 risks in late 2011. Following that identification, a PSR
assessment document was formalized in May of 2012 to put action plans
in place. 55 company personnel, representative of the Ancenis production
site’s populations, were included in that phase, throughout eight work
groups. 2013 was the launch year for these action plans which began with
the training of managers – a one day awareness event took place for 175
managers in France. The year 2013 was also highlighted by the deployment
of the approach at all of the French production sites. The objective, as was
the case for the parent company, is to create a single document for assessing
psychosocial risks by site and put action plans in place.
174 28,3%
There were no significant changes in the part-time workforce. However, a
pilot group related to telecommuting was put in place in France in 2013 for
over three months with fixed time personnel in various functions (technical
studies, purchasing, sales, ASS, legal, communications, finance, and
marketing). Depending on the results, that new type of work organization
may or may not be extended.
37 21,8%
HEALTH AND SAFETY CONDITIONS AT WORK
90 8,6%
2011
169 27%
2012
36 20,7%
2013
4.3.6 TRAINING
34
41
46
4.3.5 HEALTH AND SAFETY
In terms of workplace accidents, the incidence rates have trended significantly
downwards for both permanent personnel and temporary workers. The
number of work accidents declared reached a more acceptable pace. The
severity index is also on a downward trend. As a result, 2013 highlighted real
progress for all indicators, which is encouraging for the prevention policies
being pursued relentlessly and with determination.
69
This dialog with personnel which concerns both France and Italy resulted
in several negotiations in 2013 on such diverse topics as wages, profit
sharing, management of working time, employment, equality between
men / women, health and safety, disability. The negotiations resulted in
an agreement in 8 out of 10 cases.
Full-time workforce
1 975
2 106
2 142
Part-time workforce
4.4.1 LOCAL, REGIONAL AND
ECONOMIC IMPACT
REGIONAL SUPPORT OF THE HANDLING
SECTOR
Purchases of commodities and components, which represent around 70%
of Group sales, have a preponderant impact on the Group’s industrial knowhow and profitability. Operational and financial difficulties encountered by
suppliers since the 2009 crisis have increased Manitou’s exposure to the risk
of dependence vis-à-vis its suppliers. In order to assist suppliers in difficulty,
Manitou initiated the «Synapse» plan: A process to support «regional industry»
coordinated with all administrative, economic and financial authorities in
the Pays de la Loire region, (OSEO, RCCI, Direccte, etc..). The project’s first
years were highlighted by Manitou’s desire to offer its providers the means
to fight against economic difficulties by facilitating the implementation of
steps to diversify into new markets and new products. Since then, the group
has provided its support to a broader supplier base several times through
the establishment of Synapse workshops to inform them, in partnership
with regional organizations and authorities, of the existing mechanisms for
assistance and development.
ACTION PLANS FOR EMPLOYMENT
AND TRAINING
Since 2011, Manitou BF has been a signatory of the charter for employment
put in place by the Pays de la Loire region with the economic stakeholders
of the Ancenis area which is based on four commitments: economic, skills,
professional reclassification, and orientation. This project combines economic
stakeholders in the Ancenis area, social partners, elected officials of the
Ancenis area’s community of municipalities, state services, etc.
In 2013, Manitou BF continued its commitment at the local level towards the
MANITOU GROUP
57
promotion and discovery of the metals industry. Factory visits with engineering
schools, high schools and elementary schools were held throughout the year.
In partnership with the Loire-Atlantique region’s Metallurgy Industries and
Trades Union, the group participated in the organization of the «DP3 Contest»
(vocational discovery option) with a Loire Atlantique high school within the
framework of a company partnership with Adefim high school (joint body
for collection of funding for training). That partnership also resulted in the
organization of a «Challenge of professions» with a high school in the region
during National Industry Week.
4.4.2 RELATIONS WITH
STAKEHOLDERS
The Group attaches particular importance to its dialogue with its
stakeholders. The CSR program is based upon creating shared value with all
its key stakeholders, including customers, suppliers, employees, and group’s
investors and shareholders.
As such, in 2013, the group increased its possibilities of meeting with its key
partners through the organization of exchange meetings, by participating in
numerous trade shows or by sharing best practices. In April of 2013, during
the BAUMA trade show, the group presented its CSR strategy. In November of
2013, during the Agritechnica trade show, the group presented it’s REDUCE
process on the Manitou products’ energy efficiency. That event was an
opportunity, for the first time, to present the quantified consumption data of
the Manitou equipment which was validated by an independent organism. It
was an important opportunity to sensitize users on this issue and permit them
to appreciate the performance of Manitou equipment compared to that of the
competition. Since Agritechnica, the REDUCE process has been carried over
to several trade shows.
Customers
The Group has several centres dedicated to training its customers in the safe
use and maintenance of its products. The main training centres are based in
Ancenis, France and Madison, USA. Local centres have also been structured
in some distribution subsidiaries.
Manitou disseminates group news to its dealers throughout the world.
«Manitou Life», the network’s magazine, quarterly informs the group’s
distributors of life within the group, whether they be dealers or final customers.
In 2013, the group’s CSR process was presented in one of its editions.
A CSR service contact was provided in order to respond to potential questions
from dealerships.
The year 2013 was also the test year for the Worldwide Quality Charter which
was launched among a few French dealerships. That charter is a worldwide
rating tool permitting the audit and evaluation of the commercial and service
practices of the dealerships, as well as all of the issues related to CSR (skills
tracking, training, health and safety, environmental management, etc.).
Since 2012, the group has led the “Expertteams” exchange forums on its
products and services. These platforms provide an opportunity for customers
to share their experiences on equipment use, provide suggestions for
improvements and exchange their mutual experience with members.
Initially dedicated to the construction market for the Manitou brand, these
platforms have already taken place in France, the UK and Germany. The last
“Experteam” meeting took place in November of 2013 and was related to the
topic of ergonomics and comfort.
Customer questionnaires are also regularly realized among users in order to
better understand their expectations.
58
Suppliers
internally, that event brought a sharing of values, personnel awareness of
photographic art exposed in their region, as well as an emulation created
through the organization of an internal photo competition with prizes presented
by the partner.
More generally, in order to monitor developments at suppliers, a questionnaire
is sent to them every year. In 2013, the questionnaire was revised to include
additional requests for information on REACH (European registration, the
evaluation, authorisation and restrictions of chemical substances).
The emphasis was placed on the following three areas:
– Sustainable and responsible performance: Thanks to ambitious work,
the number of measured suppliers which achieved the required operational
performance increased from 36% in 2011 to 82% in 2013. The group
assigned itself the objective of moving towards 100%.
The schools
Audits are also performed at the beginning of the relationship to assess the
supplier’s ability to work with the company, after which process audits are
organized in the case of problems related to specific issues.
– Innovation: The Group finalized the co-development with a partner supplier
on an innovation project related to saving energy.
More specifically, the group also participates in the admission panels and
participates in the MBA classes at Audencia in Nantes.
– Risk management: The group’s European entities have established a
contact for the purchase of steel for Manitou and some of its subcontractors
in order to minimize the risks associated with that market.
The human Resource teams participate in various forums at schools (e.g.:
ESC, ICAM, Arts & Métiers…) throughout the year as well as recruitment
forums (ex: Apec, “forum Atlantique” ...).
Since 2013, the group has been implementing a procurement policy with its
suppliers which is in line with its values and aimed at creating a sustainable,
balanced and value added relationship for all stakeholders.
The Manitou group has created a school-company partnership with ICAM,
an engineering school. This partnership results in meetings presenting the
various professions.
Beyond these few examples, actions will continue in 2014 and the upcoming
years to increase productivity while maintaining the group’s core values.
AFTER-SALES SERVICE
Our co-workers
The group conducts periodic assessments of the level of customer
satisfaction with after-sales services (equipment, service and after-sales
advice, troubleshooting, technicians, claims processing, etc.).
The group intranet is used to deliver news from different divisions, functions
and subsidiaries on a daily basis. Each month, the floor is given to a
Manitou group employee who, through a brief video, presents his business
and projects to all of his colleagues. The group is determined to provide
all personnel the highest level of transparency using communications made
available to them over the intranet.
In 2013, the group continued to hold «Com’n Share» meetings, which bring
together key managers to exchange on key events that punctuate the group’s
life. Those meetings are held simultaneously for French managers and via
videoconference for managers based abroad or traveling. The objective of
the meetings is to disseminate information that sets the pace of the group’s
life and to improve communication. They permit the dissemination of key
information among their teams
In 2013, sessions called «Discovery of the business functions» were also
launched in order to raise awareness of the group’s various business functions
(IT, Purchasing, Supply Chain, etc.) in order to promote interfunctional
transfers.
As every year, the group’s personnel are invited to individually participate in
a triathlon team from La Baule, France which is organized in partnership with
the Audencia business school. That event permits gathering over a hundred
group co-workers from all over Europe for two days of sports and friendship.
In 2013, the sustainable development week provided an opportunity
to sensitize all of the co-workers to eco-gestures at the office: energy,
recycling, water and paper consumption. Posters on the environmental
impacts associated with personnel activity and suggesting simple solutions
to everyone were communicated throughout the group. That event will be
renewed in 2014.
Associations & the civil community
In 2013, Manitou provided an industrial truck for a period of one year to the
ELI association (Erdre and Loire Initiative). ELI works towards the insertion of
job searchers by economic activity within the Pay d’Ancenis area through a
service which makes an insertion site available to personnel with three support
activities (decoration, eco-construction, garden maintenance).
The group also created a partnership with the La Gacilly photo festival which
was highlighted by the loan of two machines for the assembly and disassembly
of artwork exhibited outdoors. That partnership provided visibility towards the
Manitou group in the Western French territory but also over a wider geographic
area as the event has international influence. Beyond the external visibility,
The survey, followed by an external service provider, permits exposure of the
strengths and weaknesses of the After-Sales Service activity and identifies
action levers. In 2012, when the last study took place, more than 1,600
telephone interviews were conducted with the French dealer network’s
clients.
4.4.3 SUB-CONTRACTING
AND SUPPLIERS
The group is committed to creating a long-term relationship with its suppliers
which must be balanced around three pillars, economic, environmental and
social.
The charter of responsible purchasing project
Thus, Manitou Group is determined to pursue the process of responsible
purchasing with its suppliers. A charter of responsible purchasing was also
developed in 2013 to affirm that commitment and will be distributed to a
representative panel of Manitou group suppliers as of 2014, the objective
being, in 2014, to discuss the feasibility and potential barriers with them
and to adjust the charter according to those exchanges before their larger
distribution.
Code of ethical conduct
The group has a code of ethical conduct to promote the principles of
sustainable development. The code is mainly aimed at suppliers operating
in geographic regions less sensitive to its principles. By signing that code,
the supplier commits itself to make its best effort to respect, implement and
enforce, and make its own suppliers and sub-contractors respect implement
and enforce, all of the principles set out therein: human rights and labour
rights, environmental protection, health and safety, ethics and transparency
of information. The signing of this code is a discriminating factor in the
selection of suppliers.
Working with companies in the adapted sector
Finally, the amount of services performed by companies in the adapted sector
in France increased from €278,000 to €356,896 in 2013. That involved
building and garden maintenance and the subcontracting of packaging at the
Spare Parts Logistics Centre..
Charter of Sub-contracting
In 2011, Manitou signed the charter of subcontracting initiated by the French
Ministry of the Economy and credit mediation. It lists 10 commitments related
to responsible purchasing and notably concerns: The impacts of sustainable
development and territorial responsibility, a sustainable relationship between
the purchaser and the SME, the recognition of the total purchasing cost and
not just the price indicated, financial fairness, and management of the level
of dependency. The charter also expresses the importance of being piloted by
professional purchasing organizations and according to processes, objectives
and compensation methods in line with its principles.
Mesure et suivi de critères RSE
The CSR action plan deployed as of 2013, and notably supported by the
strategic axis «In close partnership with our supply chain», will strengthen
CSR requirements vis-à-vis our suppliers as well as certain key product
groups. To date, for the RTH-IMH division, the environmental certification is
already part of the overall assessment of its suppliers and is equivalent to
2.25% of the price estimate. In 2013, 85% (compared to 76% in 2012) of
the top 20 suppliers of the two divisions were certified or in the process of
ISO 14001 certification.
At the launch of a call to tender, a “Request for Information” is sent to
suppliers. In 2013, the purchasing and CSR teams worked together to
include a chapter on sustainable development in the questionnaire which
focused on six subject matters: Responsible offers, health and safety, the
environment, procurement and suppliers, human rights and the fight against
discrimination and the development of human resources.
4.4.4 FAIR PRACTICES
Ethics charter
In 2010, the group decided to adopt an ethics charter as an expression of its
values to be implemented at every level within its organization. That charter
can be consulted on the intranet at any time. It was designed to be the
reference providing the framework for the group in order to drive both its
internal and external business activities with integrity and responsibility.
This code of ethics is based on the principles of action that the company would
like to apply as a legal entity and see all of its personnel apply, and the principles
of individual behaviour to which the personnel must commit to respect:
– Compliance with laws and fundamental texts (Charter of Human Rights,
ILO conventions, OECD guidelines): Most notably, the group rejects all forms
of corruption, as well as the use of forced or compulsory labour, or the
employment of children.
– Principles of integrity vis-à-vis customers, suppliers and industrial
partners, competitors, shareholders and investors, and representatives of
national authorities.
– Preservation of the health and safety of personnel, customers and other
stakeholders.
– The respect of the rights of co-workers in terms of mutual respect, equality,
privacy, freedom of expression and skill development.
– Respect of the environment through a policy of management and the
improvement of facilities.
MANITOU GROUP
59
4.5 METHODOLOGY: NON-FINANCIAL INDICATORS
INTRODUCTION
In 2012, the Manitou group created a CSR strategy for which the goals and
objectives were validated by the Executive Committee. The group’s CSR
strategy is based on three axes, 15 priorities and a roadmap for 2013-2016.
Above and beyond regulatory compliance with article 225 of the Grenelle
2 law, the implementation of a non-financial reporting system within the
Manitou group addresses several objectives:
– Pilot the social, environmental and corporate performance of the group
with respect to the 2013-2016 action plan and,
– Transparently communicate on the major issues of the group’s CSR.
As such, Manitou was inspired by the guidelines provided by the Global
Reporting Initiative (GRI).
CHOICE OF INDICATORS
The group’s CSR issues were defined thanks to internal and external analyses,
as well as by benchmarking, performed by an external firm. Workshops
were then put in place in order to translate strategic axes into priorities and
action plans. For the first non-financial reporting, the objective was to be as
comprehensive as possible vis-à-vis the 42 subject matters listed in article
225 while taking into account the group’s action plans. As 2013 is the year
of implementation for a number of initiatives, the list of indicators will need
to be further developed in order to pilot the entire 2013 to 2016 process.
SCOPE
During the first year of reporting in 2012, the scope was deliberately
restricted to France, to favour the implementation of rigorous methodology
and an appropriate organization. The social and environmental reporting is in
the process being made more reliable. The Manitou group uses all means to
achieve the completeness of the scope...
However, the reliability of the data collection process at a multinational scale
requires a step by step process in order to achieve the reliability of reported
data. The scope was therefore expanded in 2013 and now focuses on three
reference years. Thus, we are committed to enlarging the scope each year in
order to reach the entire Manitou group scope as quickly as possible and will
justify any eventual exclusions.
With the exception of the headcount and personnel indicators related to
employment status and region, which are reported on a group consolidation
basis, the indicators disseminated concern the 2011, 2012 and 2013
periods.
– For the majority of environmental indicators: the French site in Aubinière,
the group’s largest production site, as well as the Laillé and CLPR sites. We
are therefore going from a scope representing 30% of group sales in 2012
to a scope of 44% in 2013 (the scope for each indicator is described on
pages 53 to 55);
– For personnel indicators: all French sites or, the Manitou BF (parent
company) and CFM (Compagnie Française de Manutention) entities, as well
as Italy or the Castelfranco site. We thereby include 67.5% of the headcount
in 2013 (versus 58.9% in 2012).
– For corporate information: The scope chosen was France, or 59.7% of
headcount.
PROCEDURE
The non-financial reporting covers the period from January 1 to December 31 of
60
each year. Reporting procedures are based upon three main tools:
– a methodology guide that permits the clarification of the reporting
organization (role and task), and the standardization of the procedures and
definitions;
Emissions of Volatile Organic Compounds (VOC) :
– Emissions are measured by calculating the total footprint for the substance,
given the fact that everything which is not recovered, emitted into the water
or present in waste or inventories, is released into the atmosphere.
– The following coefficients for solvent content were selected for the
evaluation of VOC emissions from paints and solvents:
Solvantation coefficient
– 3 data collection tables for each topic (environmental, personnel
and corporate), which automatically display any data entry errors or
inconsistencies;
Water soluble primer and black
Polyurethane
0,52
– An internal control table to monitor the validation procedure.
Glycerophthalic
0,65
Each indicator is followed on a half-year or full-year basis and is reported
per subject matter within one of the three collection tools. The consistency
(the scope and definition of the indicator) is reviewed by the subject matter
pilots, to whom the data are sent. Finally, an internal auditor, independent of
the process, is appointed to review or challenge the indicators, relating them
to the action plans implemented during the year or comparing them with the
source data.
Cleaning thinner, solvant
To meet its regulatory obligations required by Article 225 of the Grenelle
2 law and its application decree dated April 24, 2012, the Manitou Group
appointed the audit firm KPMG to attest to the presence and accuracy of
employment, environmental and corporate information published in its
management report.
DETAILS
Environmental indicators:
“MLT735 equivalent truck» For the site producing trucks of various sizes
as well as the masts, a conversion factor was assigned to each product
based on the weight of the reference truck. The reference truck corresponds
to the MLT735 truck from the agriculture range for which the weight is
7.1 tons. That permits a better understanding of the diversity of products
in the reporting of indicators related to waste, energy consumption, water
consumption, paint consumption, VOC emissions, greenhouse gas emissions
and the oil consumed per truck (as an equivalent).
A measurement of industrial waste water considered to be compliant
is defined as a measurement which is below the limit imposed by the
regulations applicable to the production site.
The European waste classifications are used to define the attribution of waste
to the various categories HIW, NHIW and recyclable HNIW.
Waste end of life:
– Recycling and material recovery: reprocessing the materials or substances
contained in the waste by means of a production process such that they
produce or are incorporated in new products, materials or substances. That
includes the reprocessing of organic material but does not include energy
recovery.
– Reuse: Direct use of the waste, without performing the transforming
process. As an example, one can reuse a pale.
– Energy recovery: The use of a source of energy resulting from the
treatment of waste.
– Burial: Landfill or underground storage.
In 2012, the Manitou group in France wanted to review its service contracts for
the collection and treatment of waste, in order to maximize the recovery of its
waste and maintain the rigorous monitoring of the various treatment processes.
The group therefore moved forward to a global contract for France, which led
to a change in the consolidation scope used for measuring the waste collection
service (for example, garbage removal now includes the company restaurant).
0,091
1
Water consumption is calculated from the water bills for the share
distributed by the network and through meters for surface and ground
water.
Paint consumption is evaluated based on quantities used during the year
(quantities purchased - change in inventory).
Oils include all oils purchased during the year and distributed in the products
(hydraulic oil, axel grease and transmission fluid).
Energy consumption includes purchased electricity, natural gas and fuel oil
for heating.
The products’ Carbon footprint© was performed using the ADEME
methodology in 2011 based on sample sizes of three product families
produced in Ancenis (M, MT, MLT). The data under consideration are limited
to the Ancenis production unit. It was performed using the first life of the
product (10,000 hours).
Emissions of greenhouse gases from the production site reflect the direct
emissions (stationary sources, mobile sources, fugitive emissions) and the
indirect emissions related to electricity. The GHG sources are defined by
Article 75 of the Grenelle II law
Personnel indicators:
Personnel: Co-workers associated by an employment contract with Manitou
or one of its companies - excluding non-consolidated companies. These
concern permanent and fixed term contracts at 31.12.2013, whether they
be full-time or part-time in nature. Professional contracts or apprenticeships
and those persons on sabbatical, maternity or sick leaves are accounted for as
included in headcount. Trainees are not counted.
Group headcount: Permanent personnel (described above) and temporary
personnel employed by Manitou worldwide.
Headcount in France: Salaried personnel employed by Manitou BF or CFM.
Headcount in Italy: Salaried personnel employed by Manitou Italia.
Permanent headcount at year-end: Personnel on a permanent full-time
contract, (full-time or part-time) included in headcount the entire year.
Distribution of headcount by age and gender: The method of calculating
ages has changed as compared to the previous report; all of the 2011, 2012
and 2013 data disclosed in this report have been recalculated using the new
method. The latter is based on rounded ages and not complete ages, as was
the case in the 2012 management report.
Turnover: Turnover is calculated as the ratio of the sum of the recruitment
and attrition rates divided by 2. Whereas the recruitment rate is equal to the
sum of hiring since the beginning of the year (new posts, replacements, ...)
divided by the headcount at December 31. And the rate of departures is
equal to the sum of departures since the beginning of the year (dismissals,
resignations, retirements, deaths and other) divided by the permanent
headcount at December 31.
Team managers: Management personnel with subordinates under their
responsibility.
Managers: Any co-worker whose position was evaluated by the Global
Grading System tool (Towers Watson methodology).
Employees: Any co-worker who is supporting the production process or
supporting other processes such as design or distribution.
Operators: Any co-worker whose primary activity is to directly contribute to
the production process.
Hiring: Any conclusion of an employment contract, whether it be definite or
indefinite, in the year under consideration. A hiring is accounted for when a
fixed term contract is renewed. Two hires are recorded when two fixed term
contracts follow one another if the subject matter of the contract changes, or,
when a fixed term contract is followed by hiring under a permanent contract.
Transfers are not considered to be hires.
Full time: Any person within the company holding a contract which respects
the normal work week period within his country for hourly wage personnel
(35h in France) or the number of days as defined by the theoretical hourly
schedule, obtained by annual negotiations for monthly salaried personnel.
Any individual not meeting those criteria is considered to be part-time.
Absenteeism: Sick leaves are taken into account if justified by the applicable
organism in the relevant country (CPAM in France). Leaves related to
workplace accidents are recorded as time-off for illness. The theoretical
number of hours worked is the actual number of hours worked (as identified
by the payslip) to which the number of days off (illness, accident, travel
accident, unpaid absences) are multiplied by the number of hours worked
per day. The period used for that indicator is from the 20th to the 20th of
each month.
Collective bargaining agreements signed: Only collective agreements
concluded within the company are considered. Agreements concluded at the
sector, branch or national level are excluded.
Workplace accidents: Commuting accidents are recorded as workplace
accidents. The frequency rate is the number of accidents resulting in sick
leave * 1,000,000 / actual number of hours worked. The severity rate is the
number of sick days * 1,000/actual number of hours worked. Each distinct
professional illness is counted: When one personnel member catches two
distinct professional illnesses, two illnesses are accounted for.
Training: The number of training hours taken into account between 01.01
and 31.12 of each year are taken into account (for temporary or permanent
employment contracts), whether the training is provided internally or
externally and whether the trainer is certified or not. The statutory training
entitlement is included in the training hours. Only training with an attendance
sheet or an attendance certificate are taken into account for this indicator.
The actual training hours are recorded. Two year training programs are
recorded based on the prorate hours worked each year. Training in health
and safety combines training such as the “safe vehicle operation training”
(CACES in French), “transportation of hazardous materials”, “the European
ATEX directive” ... It includes in-house training.
A person is considered to be handicapped when that person is recognized as
such by an organization or institution as provided by the regulations in effect.
CONTINUOUS IMPROVEMENT
In order to more rapidly integrate the teams not based in France, all procedures
and information collection tools will be translated into English (the official
group language) during the first half of 2013. Workshops will be organized
with the subsidiaries’ main contact persons on the group methodology
guide and the indicators. Finally, within a perspective towards the worldwide
management of CSR, the indicators will be developed gradually as the action
plans and measurement tools are implemented (e.g. the mobility indicator
in 2013).
MANITOU GROUP
61
ENVIRONMENTAL INDICATORS (22 INDICATORS, 16 OF WHICH QUANTITATIVE)
Grenelle 2
GRI
Reference
Version 3.1
Collection
Frequency
SOCIAL INDICATORS (32 INDICATORS OF WHICH 28 QUANTITATIVE)
GENERAL POLICY
; p40
Annual
group
Training & information initiatives
; p40
Annual
group
Environmental management system at production sites
Indicator: Proportion of sales generated by ISO 14001 certified sites
; p40
Annual
group
Amount of provisions and guarantees for environmental risks
; p40
Annual
Monthly
; p40
EN22-23
; p40-41
Permanent headcount
present full-year,
France and Italy
; p 47
Annual
Permanent
headcount present
full-year, France and
Italy
Workforce organization
Indicators: % of hourly/non-hourly personnel, part-time/full-time, full-day/
team hours
; p 47
Annual
Headcount - France
and Italy
Absenteeism
Indicators: Absenteeism due to illness, accident, unpaid absences
; p 48
Annual
Headcount - France
and Italy
Organization of the dialogue with personnel
; p 48
Annual
France and Italy
Overview of collective bargaining agreements
Indicator: Number of collective bargaining agreements signed/under
negotiations
; p 48
Annual
France and Italy
Health and safety conditions at work
Indicators: Number of persons trained for safety during the year
; p 49
Annual
Headcount - France
and Italye
Overview of agreements on health and safety
Indicators: Number of agreements signed
; p 48
Annual
France and Italye
; p 47
Breakdown of personnel expense
Indicator: % of personnel expense (salaries/bonuses, variable/ value of
commissions, profit-sharing/incentive payments)
; p 47
The Aubinière, Laillé
and the CLPR sites
Measures taken to improve energy efficiency and emissions into the
atmosphere
; p42
EN6
EN26
Annual
and the CLPR sites
SUSTAINABLE USE OF RESOURCES
and the CLPR sites
Differences in compensation between men and women
Indicators: Difference in % between the average salaries of men and women
per employment status (blue collar and related, supervisors, employees and
technicians, managers and related, team managers)
LA1
LA13
LA2
WORKFORCE ORGANIZATION
LABOR RELATIONS
; p43
EN1
Annual
and the CLPR sites
HEALTH AND SAFETY
Energy consumption
Indicators: Distribution of direct consumption by primary energy source
(electricity, gas, fuel oil, solar energy, wind power), Energy consumption per
truck per MLT735 equivalent product
; p43
Land use
; p43
EN3
Monthly
and the CLPR sites
Annual
and the CLPR sites
CLIMATE CHANGE
Greenhouse gas emissions
Indicators: GHG emissions from the production site per truck per MLT735
equivalent product
; p44
Adaptation to the consequences of climate change
; p44
EN16-17
Annual
Workplace accidents
Indicators: Frequency and severity rate, number of work related illnesses
among personnel and, frequency and severity rate for temporary workers
LA9
; p 48-49
LA7
; p 49
LA11
Personnel: Headcount
- France and Italy
Temporary workers:
Annual
Employed by Manitou
France and Italy
Aubinière site
TRAINING
Annual
and the CLPR sites
PROTECTION OF BIODIVERSITY
LEGEND:
ENX: This indicator is mentioned in article EN X of the Global Reporting Initiative (GRI).
Annual
Personnel turnover
Indicator: Total permanent personnel departures/ permanent personnel
headcount at year-end
Annual
Measures to preserve or enhance biodiversity
Permanent
headcount France
and Italy
and the CLPR sites
Quarterly
(annually for
the recycling
rate)
Annual
Annual
; p 46-47
EN20
EN8
Headcount - France
and Italy
Changes in headcount
Indicators: Hires and departures (resignations, firings, retirement, death, common
agreements, fixed term contracts completed, end of probation periods, expatriations)
; p41
; p42
Annual
and the CLPR sites
and the CLPR sites
Consumption of raw materials and measures taken to improve efficiency in
their use
Indicators: Proportion of paint used by type (powder, water soluble
polyurethane), Volume of paint used per MLT735 equivalent product, oil
consumed per truck per MLT735 equivalent product
Scope
Annual
; p 45-46
Taking all forms of pollution into account
Indicator: VOC emissions produced per MLT735 equivalent product
Water consumption and supply according to legal constraints
Indicators: Water consumption for sanitary use, proportion of volumes of
water withdrawn per source (distribution network, groundwater or surface),
water consumption per truck for industrial use per MLT735 equivalent
product
Collection
Frequency
Total headcount, status and
geographical region: Group
headcount
Headcount by gender and
age: France and Italy
Total headcount and its distribution
Indicators: Headcount by gender, age, status and geographic region
POLLUTION AND WASTE MANAGEMENT
Prevention, recycling and disposal of waste
Indicators: Quantities of industrial waste generated by type (Recyclable or
non-recyclable NHIW or HIW), quantities of industrial waste generated by
MLT735 equivalent product, recycling rates by type of industrial waste
(NHIW and HIW) and by end-of-life (reuse, recycling, energy recovery,
landfill)
Version 3.1
EMPLOYMENT
Organization
Measures to prevent, reduce or repair discharges
Indicator: Compliance rate of water discharges
Grenelle 2
Scope
GRI
Reference
; p44
EN12
EN13
Annual
and the CLPR sites
Training policy implemented
Hours of training
Indicator: Average number of hours per year per personnel member
Annual
France and Italy
; p 49
LA10
Annual
Headcount - France
and Italy
Measures taken to promote gender equality
Indicator: Proportion of women employed as team managers,
supervisors and operators
; p 49
LA13
Annual
Headcount
France and Italy
Measures taken to promote employment and the hiring of handicapped
Indicator: Proportion of the headcount handicapped
; p 49
LA13
Annual
Policy towards the fight against discrimination
; p 49
EQUALITY
Annual
Headcount
France and Italy
Headcount
France and Italy
LEGEND:
LAX: This indicator is mentioned the in article LA X of the Global Reporting Initiative
62
MANITOU GROUP
63
CORPORATE REPONSIBILITY INDICATORS (6 INDICATORS OF WHICH 1 QUANTITATIVE)
GRI
reference
REPORT OF APPOINTED INDEPENDENT THIRD PARTY ORGANISM ON THE
CONSOLIDATED SOCIAL, ENVIRONMENTAL AND CORPORATE INFORMATION
INCLUDED IN THE MANAGEMENT REPORT
Collection
Frequency
Scope
; p 49
Annuall
France
FINANCIAL YEAR ENDED DECEMBER 31, 2013
; p 49-50
Annual
France
To the shareholders,
Grenelle 2
Version 3.1
LOCAL, REGIONAL AND ECONOMIC IMPACT
Regarding employment and regional development
On surrounding or local populations
RELATIONSHIPS WITH PERSONS OR ORG. WITH INTERESTS IN THE COMPANY’S BUSINESS
Conditions for dialogue with the individuals or organization
; p50
Annual
France
; p 50-51
Annual
France
Personnel and environmental stakes taken into consideration in the
purchasing policy
; p 51
Annual
France
Importance of outsourcing and taking the personnel and environmental
responsibility of suppliers and subcontractors into account in the relationship
with them
; p 51
Annual
France
CORPORATE RESPONSIBILITY
It is the Board of directors’ duty to prepare a management report which
includes the CSR information provided for in Article R. R.225-105-1 of the
French Commercial Code, prepared in accordance with guidelines used by the
company (the «Guidelines») which are available at the company’s headquarters
and for which a summary is included in the management report.
Partnership or sponsorship initiatives
PR5
In our capacity as an independent third party designated by the company
Manitou, for which the admissibility of the application for accreditation has
been accepted by COFRAC, we present to you our report on the consolidated
social, environmental and corporate information for the financial year ended
December 31, 2013, presented in the management report (hereinafter the
«CSR Information»), pursuant to the provisions of Article L.225-102-1 of the
French Commercial Code.
SUB-CONTRACTING AND SUPPLIERS
FAIR PRACTICES
Initiatives taken to prevent corruption
; p 51
Annual
France
Measures taken to promote the safety and health of consumers
; p 51
Annual
France
Other initiatives taken to promote human rights
; p 51
Annual
France
LEGEND:
PRX: This indicator is mentioned the article PR X of the Global Reporting Initiative
We verified that the CSR information covering the consolidation scope,
i.e. the company and its subsidiaries within the spirit of article L.2331 and the companies it controls within the spirit of article L.233-3 of the
French commercial Code in the limits specified in the methodological notes
presented in section 4.5 entitled “Methodology: Non-financial indicators” of
the management report.”
On the basis of this work and given the limitations mentioned above, we
certify the presence of the required CSR information in the management
report.
2. 1. Opinion on the fairness and trueness of the CSR information
Nature and scope of work
INDEPENDENCE AND THE QUALITY CONTROL
Our independence is defined by the regulatory texts, the code of ethics of
the profession as well as the provisions of Article L. L.822-11 of the French
Commercial Code. In addition, we have implemented a quality control system
that includes documented policies aimed at ensuring compliance with the
ethical rules, professional standards and applicable laws and regulations.
INDEPENDENT THIRD PARTY RESPONSIBILITY
It is our duty, based upon our work:
– To certify that the required CSR information is included in the management
report or, if omitted, is the subject of an explanation pursuant in the third
paragraph of article R.225-105 of the French Commercial Code (Certificate
of the presence of CSR Information);
– Express a limited assurance conclusion on the fact that the CSR
information, taken as a whole, are reported in all material respects in a fair
and true manner and in accordance with the adopted guidelines (Reasoned
opinion on the fairness of CSR Information).
Our work was performed by a team of six persons between November 2013
and February 2014 for a period of around three weeks. We conducted the
work described below in accordance with professional standards applicable in
France and the decree dated May 13, 2013 determining the conditions under
which the independent third party conducts its mission and, concerning our
reasoned opinion of fairness, with the standards applicable in ISAE 3000 (1).
1. Certification of the presence of CSR information
– We have reviewed, based on discussions with the relevant managers,
the presentation of guidelines for sustainable development, in terms of their
social and environmental consequences of the company’s business activities
and its corporate commitments and, where appropriate, the actions or
programs that have resulted.
(1) ISAE 3000 – Assurance engagements other than audits or reviews of historical financial information
(2) Aubinière manufacturing site
64
We have compared the information presented in the management report
with the list provided for in Article R.225-105-1 of the French Commercial
Code. In the absence of some consolidated information, we verified that the
explanations were provided in accordance with Article R.225-105 paragraph
3 of the French Commercial Code.
We have conducted approximately twenty interviews with the persons
responsible for the preparation of CSR information within the departments in
charge of the information collection process and, where appropriate, those
responsible of internal control and risk management, in order:
– to assess the appropriateness of the Guidelines in terms of their relevance,
completeness, reliability, neutrality and clarity, taking into account, where
appropriate, best practices within the sector.
– to verify the implementation of a process of collecting, compiling,
processing and control aimed at the completeness and consistency of CSR
information and obtaining an understanding of the internal control and risk
management procedures relating to the development of CSR information.
We determined the nature and scope of our tests and reviews based on
the nature and importance of the CSR information in relation to the
characteristics of the company, the social and environmental stakes of its
business, its guidelines with respect to sustainable development and good
practices within the sector.
Regarding the CSR information, we considered the most important in the
table listed below:
– At the parent company level, we consulted source documents and
conducted interviews to corroborate the qualitative information (organization,
policies, actions), we implemented analytical procedures on the quantitative
information and verified, based on samples, the calculations and consolidation
of data and their coherence and consistency with other information included
in the management report;
– For a representative sample of sites which we selected (2) based on their
businesses, their contribution to the consolidated indicators, their location,
and a risk analysis, we conducted interviews to verify the correct application
of procedures and implemented detailed tests on the basis of samples,
consisting of checking the calculations made and reconciling the data with
the supporting documents. The sample thus selected represents an average
of 60% of the group headcount, 88% of the French and Italian headcount,
and between 77% and 100% of quantitative environmental information.
MANITOU GROUP
65
Social indicators:
Reporting scope
Headcount at December 31, 2013
Group
Distribution by status and geographic region
Distribution by gender and age
Number of hires and departures
Rate of absenteeism
France and Italy
Frequency rate of workplace accidents
Severity rate of workplace accidents
Total number of training hours
Environmental indicators
Reporting scope
Number of ISO 14001 certified sites
France and Italy
5.
CORPORATE
GOVERNANCE
Energy consumption per equivalent truck and per source
Quantity of waste generated per equivalent truck
Quantities of industrial waste generated by type
The Aubinière,
Rate of waste recycled per type and life cycle
Laillé and
CLPR sites
VOC emissions per equivalent truck
PAGE
Compliance rate of water industrial discharges
Paint consumption per type and per equivalent truck
5.1 Governance in 2013
Oil Consumption per equivalent truck
Qualitative information
Social topics
Environmental topics
Corporate topics
For all other consolidated CSR, we assessed their consistency as compared
with our knowledge of the company.
Finally, we assessed the relevance of the explanations, if such was the case,
in the total or partial absence of certain information.
We believe that the sampling methods and sample sizes that we have
retained exercising our professional judgement allow us to provide moderate
assurance; a higher level of assurance having required a broader audit review.
Because of the use of use of sampling techniques as well as others limits
inherent in the functioning of any information and internal control system, the
risk of not detecting a material misstatement in the CSR information cannot
be completely eliminated.
Health and safety
Social relationships
Pollution and waste management
Sustainable resources use
5.2 Management
bodies
Regional, economic and social impact of the company’s business activity
Sub-contracting and suppliers
CONCLUSION
Based on our work, we did not identify any material anomalies likely to call
into question the fact that the CSR information, taken in their entirety, are
presented in a fair and true manner, in accordance with the Guidelines.
5.3 Compensation
paid to the
administrative
and management bodies
69
Paris La Défense, March 5, 2014
KPMG Audit
Department of KPMG SA
5.4 Auditors
74
5.5 Other information
74
Philippe Arnaud
Associate
Sustainable Development and Climate Change Department
66
60
69
CORPORATE GOVERNANCE
5.1.2 MANITOU BF’S BOARD OF DIRECTORS
5.1 GOVERNANCE IN 2013
In its meeting of August 31, 2010, the Manitou Board of directors decided
to adhere to the ‘MiddleNext’ Code of Corporate Governance for mid-caps.
A specific organization of the Board of directors
All of the Board of director’s working procedures have been defined in detail
by internal rules which foresee the Board’s organization based on four
specific committees:
The Strategic committee
The Compensation committee
The Audit committee
The Development committee
The Group is organized into three divisions:
The group is organized around 3 divisions to better apprehend the specificities
of the markets in which they each operate
– Rough Terrain Handling Division (RTH): specialising in all surface handling
equipment,
– Industrial Material Handling Division (IMH): focusing on industrial handling
and warehousing equipment,
– Compact Equipment Division (CE): specialising in compact equipment.
Changes in governance in 2013 and the beginning of 2014
Appointment of Dominique Bamas as President and Chief executive
officer replacing Jean-Christophe Giroux
The Board of directors announced on 06.03.2013 that Jean-Christophe
Giroux, President and Chief executive officer, had resigned from his position
as a corporate officer in anticipation of the expiration of his mandate on June
6. He was replaced on an interim basis by Dominique Bamas, an independent
Board member since 2009 who has been close to the company for over 25
years.
The Board issued a unanimous tribute to Mr. Giroux for having managed the
2009 crisis, launched the necessary reforms and successfully repositioned
the Compact Equipment and Industrial Material Handling divisions towards
new paths. Nonetheless, the Board believes that the current environment
requires a more operational profile and a better balance between profitability
and growth.
At the date of publication
The Company is administered by a Board of directors which is made up of nine-members. Each Director is appointed for a four-year term. The Board of directors
appoints a Chairman of the Board of directors among its members, who must be a natural person.
Make-up of the Board of directors
Marcel Braud, Chairman of the Board, stated: «We are now entering a new
chapter in our history, which would not have been possible without the
contribution of Mr. Giroux since 2009. Several changes were necessary.
However after three years of transformation, we now need a break to
redefine our priorities. Mr. Bamas will help us consolidate the situation for
a few months, the time necessary for us to choose the new President and
Chief executive officer. On behalf of the family shareholders and the Board
of directors, I would last of all like to reaffirm our unwavering commitment to
our customers and dealers, both in terms of operational performance and our
close personal relationship.”
Board members
The appointment of Michel Denis to the position of President and
Chief executive officer as a replacement to Dominique Bamas.
Independent members
The Board of directors announced the appointment of Michel Denis as
President and Chief executive officer thereby replacing Dominique Bamas.
Dominique Bamas was appointed on March 6, 2013 as interim President
and Chief executive officer.
year term expiring at the Shareholders’ meeting for the approval of 2017
Changes in the Executive Committee
Until June 28, 2013
Braud family branch
Himsworth family branch
As of June 28, 2013
Marcel Braud
Marcel Braud
Sébastien Braud
Sébastien Braud
Serge Ghysdael*
Marcel-Claude Braud
Jacqueline Himsworth
Gordon Himsworth
Gordon Himsworth
Christopher Himsworth
Joël Goulet
Joël Goulet
Pierre-Henri Ricaud
Pierre-Henri Ricaud
Dominique Bamas until 06.03.2013
Agnès Michel-Segalen
Agnès Michel Ségalen co-opted on 25.04.2013
* As he is not a member of the Braud family, Serge Ghysdael intervened as an affiliate of the Braud family branch
Make-up of the Boards committees
Until June 28, 2013
Strategic committee
Members
Alternates
Marcel Braud
Gordon Himsworth
The Group’s Executive Committee saw certain changes in 2013 and is now
more concentrated around individuals with extensive experience within the
group. The Committee is structured to support and assist Michel Denis and
the Board in the implementation of new projects.
Audit committee
5.1.1 THE ACTIVITIES OF THE BOARD OF DIRECTORS AND ITS SPECIALISED
COMMITTEES
As of June 28, 2013
Members
Alternates
Marcel Braud
Sébastien Braud
Gordon Himsworth Christopher Himsworth
Sébastien Braud
Marcel-Claude Braud
Joël Goulet
Joël Goulet
Pierre-Henri Ricaud
Pierre-Henri Ricaud
Dominique Bamas (until
06.03.2013)
Agnès Michel Ségalen
Sébastien Braud
Agnès Michel-Ségalen (as of April
2013)
The activities of the Board and its committees are detailed in the Chairman’s report on internal control.
For further information, please refer to the Chairman’s report on internal control in section 7.1.
Compensation committee
Development committee
68
Joël Goulet
Pierre-Henri Ricaud
Joël Goulet
Serge Ghysdael
Sébastien Braud
Marcel Braud
Sébastien Braud
Marcel Braud
Gordon Himsworth
Pierre-Henri Ricaud
MANITOU GROUP
69
MARCEL BRAUD
Chairman of the Board of directors (non-executive)
Re-elected as a member and Chairman of the Board of directors in June of 2013 for a period of 4 years.
Nationality: French
Business Address: 430 rue de l’Aubinière - BP 10249 - 44158 Ancenis Cedex France
Experience and management expertise:
• President and CEO and Chairman of the Board of directors at Manitou for over 40 years
Other offices currently held (Manitou Group):
• Chairman of the Strategic committee since June 2013
• Chairman of the Development committee since June 2013
Mandates having expired during the last five years (Manitou Group):
• Chairman of the Supervisory board until December 2009
• Chairman of the Board of directors from December 2009 to June 2013
• Chairman of the Strategic committee until June 2013
• Chairman of the Development committee until June 2013
Other offices held at companies related to the group:
• Co-manager of HB-Holding Braud (France) since 1997
Other mandates in companies related to the group that expired during the last five years:
• President and CEO of SFERT (France) until 2009
JACQUELINE HIMSWORTH
Vice-chairperson of the Board of directors
Board member since 1970. Reappointed in June of 2013 for a period of four years as a Board member.
Vice-chairperson of the Board and Chairperson of the Audit committee.
Nationality: French
• Graduated from ESSCA, Chairperson of Ets Marcel Braud from 1986 to 2000, CEO of SFERT from 1984 to 2011.
• Chairperson of the Audit committee since June 2013
• Member of the Development committee since 2013
Mandates having expired during the last five years (Manitou group):
• Vice-Chairperson of the Supervisory board at Manitou until December 2009
• Chairperson of the Audit committee until June 2013
• Member of the Development committee until June 2013
• Managing director of Ancemat, civil society, since 2008
• Chairman and CEO of SFERT SA (France) from 2009 to 2011
• President and CEO of SFERT (France) until 2009
Other offices held in companies independent of the group:
• Managing director of Tamecna since 2011
Other mandates in companies independent of the group that expired during the last five years:
• Managing director of Coliphin until 2011
• Managing director of H2O Capital until 2011
• Managing director of Trinity Capital until 2011
• Managing director of Sonafin until 2011
• Managing director of Sekoleg, civil society, until 201
GORDON HIMSWORTH
Member of the Board of directors
Board member since 1998. Re-appointed in June 2013 for a period of four years.
Nationality: British
Business address: 430 rue de l’Aubinière - BP 10249 - 44158 Ancenis Cedex France
• Former CEO of Braud SA, Board member of Manitou Finance Ltd (UK), Graduate from the Ecole de Management (UK)
• Member of the Strategic committee since June 2013
• Board member at Manitou Finance UK since June 1999
• Member of the Supervisory board until December 2009
• Alternate member of the Audit committee until December 2009
• Member of the Strategic committee from December 2009 to June 2013
• Alternate member of the Development committee from December 2009 until June 2013
70
• Board member of SFERT SA, France until 2011
• Managing director of Menskin SARL (France) since 08.10.2012
• President and CEO of SAEMIA SA (France) since 1990
• Managing director of SCI “6 rue Poupard Davyl ” Ancenis (France) since 2000
SÉBASTIEN BRAUD
Board member since 2009. Re-appointed in June of 2013 for a period of four years.
Nationality: French
Business Address: 34, avenue de Larrieu - Centre de Gros 2 - 31094 Toulouse Cedex France
• Chairman of Actiman SAS since 2005 (Manitou dealership), product manager at Manitou for 10 years
• Member of the Compensation committee since June 2013
• Alternate member of the Strategic committee since June 2013
• Alternate member of the Audit committee since June 2013
• Member of the Supervisory board from June to December 2009
• Alternate member of the Development committee from December 2009 to June 2013
• Chairman of Actiman SAS since 2005
CHRISTOPHER HIMSWORTH
Board member since December 2009. Re-appointed in June 2013 for a period of four years.
Nationality: French
Business Address: Avenue de Floréal 156, 1180 UCCLE (Belgium)
• Member of the Compensation committee since June 2013
• Alternate member of the Strategic committee since June 2013
• Member of the Compensation committee from December 2009 to June 2013
• Alternate member of the Strategic committee from December 2009 to June 2013
• Manager of the Trinity Group SPRL since 2011
• Managing director of Menskin SARL (France) until October 2012
• Managing director of SCI Alliantmar until 2011
JOËL GOULET
Board member since 1997. Re-appointed in June of 2013 for a period of four years.
Nationality: French
Business Address: 8 rue Charles-François Dupuis 75008 Paris - France
• 26 years of executive management experience
• Chairman of the Compensation committee since June 2013
• Chairman of the Supervisory board at HMY International (France) since 2008
• Managing director of A.R.S. Consulting since 2008
• Board member at Shanghai Yongguang Commercial Equipment Co Ltd (China) since 2006
• Board member at Sichuan Yongguang Commercial Equipment Co Ltd (China) since 2006
MANITOU GROUP
71
• Member of the Supervisory board of Financière Groupe Pommier since 2010
• Member of the Monitoring board of Financière Groupe Pommier since 2010
• None
SERGE GHYSDAEL
Member of the Board of directors until June 28, 2013
Board member from June 2003 to June 2013.
Nationality: Belgian
Business Address: 135 avenue Herbert Hoover B-1030 Brussels
• Manager successively of MEC sa, TRECO sa, SECURITAS sa and Union Belge des Géomètres Experts sprl
• None
• Member of the Compensation committee until December 2009
• Member of the Board of directors from December 2009 to June 2013
• Board member of Equicom SA (Luxemburg) since December 1998
MARCEL-CLAUDE BRAUD
Member of the Board of directors until June 28, 2013
Nationality: French
Business Address: 430 rue de l’Aubinière, 44150 Ancenis - France
• Chairman of the Executive board of Manitou BF from 1998 to June 2009.
Other offices currently held (Manitou group):
• Chairman of the Executive board of Manitou BF from 1998 to June 2009.
• Representative of Manitou BF: Chairman of CFM SAS (France) until 2009
• Representative of Manitou BF: Chairman of MLM SAS (France) until 2009
• Representative of Manitou BF: Chairman of CIMM SAS (France) until 2009
• Representative of Manitou BF: Chairman of Aumont BSBH (France) until 2009
• Representative of Manitou BF: Chairman of BTMI SAS (France) until 2009
• Manitou BF representative and Board member of TIE SA (France) until 2009
• Chairman of Manitou UK (United Kingdom) until 2009
• Board member of Manitou North America until 2009
• Board member of Manitou Costruzioni Industriali S.r.l. (Italy) until 2009
• Board member of Manitou Portugal until 2009
• Board member of Manitou Benelux SA (Belgium) until 2009
• Vice-chairman of Manitou TR (Turkey) until 2009
• Chairman of Manitou Hangzhou Material Handling Co. Ltd. (China) until 2009
• Vice-chairman of Hangzhou Manitou Machinery Equipment Co. Ltd. (China) until 2009
• Chairman of OMCI Attachment (Italy) until 2009
• Board member of Gehl Company (United States) until 2009
• Co-manager of HB-HOLDING BRAUD (France)
• Representative of HB-Holding BRAUD and Board member of SFERT SA (France) until 2011
• Ligérien’s Yachting
• None
DOMINIQUE BAMAS
Independent Board member from June 2009 to March 6, 2013
President and Chief executive officer of Manitou BF from March 6, 2013 to January 13, 2014
Nationality: French
Business Address: 3 rue Georges Bernanos 44100 Nantes
• Please see section 5.1.5 entitled “Executive Management” for Dominique Bamas’s experience and mandates.
72
PIERRE-HENRI RICAUD
Independent member of the Manitou group Board of directors
Board member since December 2009. Re-appointed in June 2013 for a period of four years.
Nationality: French
Business Address: 5 place des Ternes 75017 Paris
• Director Mergers and Acquisitions EADS (2003-2006), Secretary General EADS (2000-2003), Founder and Managing director of the Pragma consulting
firm (since 2007).
• Member of the Audit committee since June 2013
• Alternate member of the Compensation committee since June 2013
• Member of Audit committee from December 2009 to June 2013
• Alternate member of the Compensation committee from December 2009 to June 2013
• Chairman of the financial and strategic consulting firm Pragma (SAS) since February 2013
• Board member of Recaero SA from May 2011 to 2013 and Censor since 2013
• Board member at Segula Technologies until 2012
• Board member at Dassault Aviation, France until 2010
• Managing director at Fortum France SNC since June 2011 until December 2013
• Managing director of the financial and strategic consulting firm Pragma (EURL) from 2007 to February 2013
AGNÈS MICHEL-SÉGALEN
Independent member of the Manitou group Board of directors
Board member since April 2013. Appointed in June 2013 for a period of four years.
Nationality: French
Business Address: 58, Bd de la République 92210 St Cloud
• Has worked as an auditor at Arthur Andersen and the Lagardère Group and afterwards occupied financial and mergers & acquisitions functions at EADS
and in the Sodexo Group. Graduate Notary.
• Member of the Audit committee since June 2013
• Member of the Audit committee from April to June 2013
• None
• None
Over the past five years, none of these persons:
– has been convicted of fraud;
– has been associated in his capacity as an officer or director with a
bankruptcy, receivership or liquidation;
– has been banned from managing or directing; and
– has been subject to incriminations or sanctions by public officials through
statutory or regulatory authorities.
Potential conflicts of interest among administrative and
management bodies
It should be noted that Jacqueline Himsworth, Marcel Braud, Gordon
Himsworth, Sébastien Braud and Christopher Himsworth are all related by
family ties.
It is also specified that Sébastien Braud is the Chairman of Actiman SAS, a
Manitou group dealer.
The non-independent board members have performed executive or upper
management functions within Manitou and other structures for many years.
Two of them have been Board members for several years.
Completion date of mandates
The members of the Board of directors were all appointed by the Shareholders’
meeting on June 28, 2013 for a period of four years expiring at the end of
the Shareholders’ meeting called to approve the financial statements for the
period ended December 31, 2017.
Service contracts and the granting of benefits
None
Secretary of the Board
The Board’s secretariat function is provided by Hervé Rochet, Chief Financial
Officer.
All regulated agreements are the subject of a special report by the Statutory
auditors included in Section 8.4.2 of this document.
MANITOU GROUP
73
5.1.3 5.1.3 INDEPENDENCE
OF BOARD MEMBERS
The group adheres to the MiddleNext’s corporate governance code. The
independence of Board members is assessed as according to the criteria of
that governance code.
Three members of the Board of directors meet the independence criteria.
The criteria evaluated in order to justify the independent nature are provided
in recommendation R8 of the MiddleNext code. This independence is
5.1.5 EXECUTIVE MANAGEMENT
JEAN-CHRISTOPHE GIROUX
characterized by the lack of significant financial, contractual or family
relations which might impair the independence of their judgement. Agnès
Michel-Ségalen, Pierre-Henri Ricaud and Joël Goulet are considered to have
specific skills in finance or accounting. These skills are assessed in terms of
their professional experience.
5.1.4 EVALUATION THE BOARD
OF DIRECTORS AND THE SPECIALISED
COMMITTEES
The board performed an internal evaluation of its operation. Each board
member presented his or her assessment on the basis of a questionnaire
provided within the MiddleNext Corporate governance code.
The assessment was based on the Board’s operations and that of its
committees with respect to their preparation, conduct and follow-up.
These contributions have been analyzed and summarized by an independent
Board member, identifying strengths and weaknesses as well as areas for
improvement. The report was discussed at the Board meeting on March 10,
2013.
President and Chief executive officer of the Manitou group from December 17, 2009 to March 6, 2013
Nationality: French
• Graduate of the “École des Hautes Etudes Commerciales” (HEC) in France, Jean-Christophe Giroux began his career as an auditor at Mazars Guerard
in London. Deputy CFO of Eurafrance and of Gaz & Eaux, an investment subsidiary of the Lazard group from 1994 to 1997, afterwards he worked as
an investment banker at Lazard Frères & Cie in Paris from 1994 to 1997. He joined Alcatel in July of 1997 as Vice-President responsible for financial
transactions and in charge of mergers and acquisitions. From July 2000 to September 2003, he was the Chairman and Chief Executive of Alcatel Optronics.
He managed the Enterprises business at Alcatel as of October 2003 and Alcatel-Lucent France from 2007 to 2008. In 2009 he was appointed Chairman
and Chief executive officer of the Manitou group.
• Chairman of the Executive Board from June 2, 2009 to December 17, 2009
• Chairman of Manitou Americas (United States) from December 2009 to March 2013
• President of Chariots Elévateurs Manitou Canada Inc. (Canada) from December 2009 to March 2013
• Representative of Manitou BF, Chairman of CFM SAS (France) from 2009 to March 2013
• CEO of HMME (China) from 2012 to March 2013.
• None
DOMINIQUE BAMAS
President and Chief executive officer of Manitou from March 6, 2013 to January 13, 2014
Nationality: French
Business Address: 3 rue Georges Bernanos 44100 Nantes
• A graduate of Audience Nantes and a chartered accountant. After starting his career at the PriceWaterhouse representative in France he became a partner
at the public accounting and chartered auditing firm Secovec Blin et Associés. He then joined the Roullier group as Financial director and division Chairman,
after which he became CEO of Axereal group until 2011. Since then, he manages a consulting company specializing in transition management.
Other offices currently held (Manitou group): None
• Independent member of the Manitou group Board of directors until March 6, 2013
• Alternate member of the Audit committee (December 2009-2010)
• Member of the Supervisory board (June - December 2009)
• Member of Audit committee (June - December 2009)
• Member of the Audit committee until March 6, 2013
• Chairman of the Board of directors of Manitou Americas
• Board member of Manitou Finance UK from March 2013 until January 2014
• Chairman of Manitou Americas (United States) from March 2013 to January 2014
• Managing director of Upsides Dirigeant Conseil since 2011
• CEO of Axereal (cooperatives) until 2010
• CEO of Axereal Participations (SASU) until 2010
• CEO of Epis-Centre (cooperatives) until 2010
• CEO of Berry Silos (cooperatives) until 2010
• CEO of Union 36 - Cape Nievre - Epis Centre-Nord
• Vallee du Cher - Epis Bocage - Valnord - Epis Sem (agricultural cooperatives company) until 2009
• CEO of Agralys (cooperatives) until 2010
• Representative director of Epis-Centre De Benp Lillebonne (SAS) until 2009
• Chairman of Centre Grains (SASU) until 2010
• President and Chief executive officer of Granite Négoce (SAS) until 2010
• Representative director of Granit Services de Silos du Sud (SAS) until 2010
• Chairman of TPR (SASU) until 2010
• Chairman of SMTP (SASU) until 2010
• Representative of Aria-Grains de Fertiberry (SAS) until 2010
• Deputy CEO at Ariane (SA) until 2010
• Chairman of TNA (SAS) until 2010
• Director at Force Centre (SA) until 2010
• Chairman of Cantin (SAS) until 2010
• Chairman of Semblancay (SA) until 2010
• Chairman of Ariane Meunerie (SASU) until 2010
74
MANITOU GROUP
75
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
Chairman of Ariane Meunerie (SASU) until 2010
Axiane Meunerie Managing director of Grillon (SCI) until 2010
GMC Managing director of Grillon (SCI) until 2009
Axiane Meunerie Managing director of Anast (SCI) until 2010
GMC managing director of Anast (SCI) until 2009
Axiane Meunerie Managing director of Maneros (SCI) until 2010
GMC Managing director of Maneros (SCI) until 2009
Axiane Meunerie Chairman of Le Coutelet (SCI) until 2010
Chairman of Moulin Calix (SAS) until 2010
Chairman of Moulin de la Gare (SASU) until 2010
Chairman of Moulin Nemours (SASU) until 2010
GMC Chairman of Le Coutelet (SCI) until 2009
GMC Chairman of Moulin Saint Gabriel (SASU) until 2009
Chairman of GMC (SASU) until 2009
Chairman of GMC Agrofarines (SASU) until 2009
GMC Chairman of Moulin Calix (SAS) until 2009
GMC Chairman of Moulin de la Gare (SASU) until 2009
GMC Chairman of Moulin Ile de France (SASU) until 2009
GMC Chairman of Moulin du Sud Ouest (SASU) until 2009
GMC Chairman of Lemadu (SASU) until 2009
GMC Chairman of Lemaire (SASU) until 2009
Director at Ratarstvo I Stocarstvo (a foreign company) until 2010
Director at Sté Conserves du Blaisois (SA) until 2010
Director PPK (a foreign company) until 2010
Director at Ebly (SAS) until 2010
GMC Chairman of Moulin Nemours (SASU) until 2009
GMC Chairman of Minoterie Gautier David (SASU) until 2009
•
•
•
•
•
•
•
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•
•
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•
•
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•
GMC Chairman of Moulin Finistère (SASU) until 2010
GMC Chairman of Moulins Marsan until 2009
Chairman of Ets A.Hebert (SASU) until 2010
Chairman of Amo Moulin du Temple (SASU) until 2010
Chairman and CEO of MFS (SA) until 2010
Chairman of Boortmalt Finance (Belgium) until 2009
Chairman of Boortmalt International (a foreign company) until 2010
Chairman of Boortmalt n.v. (a foreign company) until 2010
Chairman of Boortmalt Overseas (a foreign company) until 2010
Chairman of Copagest (a foreign company) until 2010
Chairman of MBM (Belgium) until 2009
Chairman of Boortmalt India (India) until 2010
Chairman of Slad Slavonia (Croatia) until 2010
Chairman of Force Centre (SASU) until 2010
Chairman of Agralys Thoreau (SAS) until 2010
Chairman of Jean Louis Boulet (SASU) unti 2010
Managing director of Jean Loouis Blanc (SARL) until 2010
Chairman of Etablissements Morize (SASU) until 2010
Chairman of Ghlin (Belgium) until 2010
Chairman of Belgomat (Belgium) until 2010
Director at Boormalt UK (UK) until 2010
Director at Minch Sales Ltd until 2010
Director at Minch Mlat Ltd until 2010
Director at Global GMP Malting Services Ltd until 2010
Director at WB NUNN until 2010
Director at Zadkine Ltd until 2010
Director at Pauls Malt until 2010
5.2 THE MANAGEMENT BODIES
THE GROUP’S EXECUTIVE COMMITTEE
(6 MEMBERS)
The Executive Committee is composed of 6 members: President and CEO,
President of the RTH division, President of the IMH Division, President of the
CE division, Vice-President Sales & Marketing, CFO, Vice-President Human
Resources
The Executive committee meets once a week and several times a year within
the framework of seminars.
GROUP ORGANIZATIONAL CHART AS AT MARCH 10, 2014
President & CEO*
Michel Denis
MICHEL DENIS
President and Chief executive officer of the Manitou group since January 13, 2014
Nationality: French
Human Resources
Finance & Administration
Sales & Marketing
Jérôme Tertrais
Hervé Rochet
François F. Piffard
Industrial Material Handling
Product Division
Rough Terrain Handling
Product Division
Compact Equipment
Product Division
Fabrice Beslin
Michel Denis
Daniel L. Miller
• Graduate of ESSEC and the Ecole Centrale in Lyon, he began his career in strategic consulting. He joined Dalkia in 1994 to develop cogeneration.
He subsequently managed the French businesses of MC International which later became Johnson Controls, a specialist in industrial and commercial
refrigeration. In 2003, he joined the Fraikin group, the European leader in the rental of trucks, of which he was CEO until August 2013. Over the past 10 years,
he accompanied the strong international development of the Fraikin group which imposed its approach to the design of industrial vehicles, the associated
services and the European financing of its fleet of 60,000 vehicles as a model.
• President Manitou Americas (United States)
• Board member of Manitou Finance UK (United Kingdom)
• None
• Managing director of Gamagule SARL
• Managing director of GLGM consulting eurl
• Board member – General manager of FTI until the end of April 2013
• Chairman of the Board of directors and Board member of Fraikin France until the end of June 2013
• Chairman of Fraikin locatime until the end of July 2010
• Member and Chairman of the Supervisory Board at Financière Adkarr until the end of December 2009
• Chairman of FL Maintenance until the end of November 2009
• Board member at Fraikin ltd until June 2013
• Board member at Fraikin Alquiler de Vehiculos SA until June 2013
• Chairman and member of the Board of directors of Fraikin Supply until the end of June 2013
• Chairman of Frinvest until the end of June 2012
5.1.6 OTHER INFORMATION REGARDING THE COMPANY EXECUTIVES
76
* Position successively held by :
- Jean-Christophe Giroux from 02.06.2009 to 06.03.2013
- Dominique Bamas from 06.30.2013 to 13.01.2014 as an interim
- Michel Denis since 13.01.2014
5.3 COMPENSATION PAID TO THE ADMINISTRATIVE AND
MANAGEMENT BODIES
5.3.1 EXECUTIVE COMPENSATION
INFORMATION ON THE COMPENSATION
OF CORPORATE OFFICERS
In accordance with the provisions of Article L225-102-1 paragraph 2 of the French Commercial Code, the total compensation and benefits paid to each corporate
officer during the year are detailed below. In accordance with the MiddleNext code, the level of executive compensation is based on the following seven principles:
completeness, balance, benchmark, consistency, readability, measurement and transparency.
Table 1: Summary of compensation, stock options and shares allocated to each executive corporate officer
In euros
Marcel Braud
Chairman of the Board of directors
The following information is also specified:
Compensation due for the period (see details in table 2)
Jacqueline Himsworth, Marcel Braud, Gordon Himsworth, Sébastien Braud
and Christopher Himsworth are all related by family ties and Sébastien Braud
is the Chairman of Actiman SAS, a Manitou group dealer.
Value of options granted during the period (see details in table 4)
2012
2013
291 731
262 237
291 731
262 237
Value of performance shares granted during the period (see details in table 6)
Total
MANITOU GROUP
77
Jean-Christophe Giroux
President and Chief executive officer since December 17, 2009
Chairman of the Executive board from June 2, 2009 to December 17, 2009
2012
2013
Table 3: Table of fees and other compensation received by the members of the Board
753 680
842 221
-
-
54 970
-
808 650
842 221
Total
NB: Jean-Christophe Giroux joined Manitou on June 2, 2009. His Mandate ended on 06.03.2013.
2012
2013
-
678 358
-
-
-
-
Total
-
678 358
Attendance fees Manitou BF
Paid in 2012
Related to 2011
22 500
Paid in 2012
Related to2012
22 500
Compensation Manitou BF
143 374
147 743
Other compensation
104 564
Paid in 2013
Related to 2012
13 500
Paid in 2013
Related to 2013
22 500
147 048
104 564
76 189
105 000
105 000
Compensation Manitou BF
Other compensation
NB: Dominique Bamas joined Manitou on March 6, 2013.
Gordon Himsworth
9 750
29 250
15 750
29 250
9 750
29 250
15 750
29 250
12 000
36 000
18 000
33 000
16 500
40 500
25 500
18 000
15 750
29 250
15 750
26 250
16 500
40 500
19 500
40 500
Other compensation
Sébastien Braud
Other compensation
Joël Goulet
Serge Ghysdael
Amounts
paid
Dominique Bamas
Pierre-Henri Ricaud
Marcel-Claude Braud
Other compensation
Table 2: Summary of compensation paid to each corporate executive officer
In euros
2012
Amounts
due
Amounts
paid
2013
Amounts
due
- Compensation as Chairman of the Board of directors
(In accordance with article L225-47)
147 783
147 783
143 664
143 664
- Fixed compensation related to other group companies*
104 564
104 564
76 189
76 189
- Attendance fees
36 000
45 000
39 000
36 000
- Benefits in kinds
3 384
3 384
3 384
3 384
291 731
300 731
262 237
259 237
Total
Board members
Marcel Braud
Dominique Bamas
President and Chief executive officer since March 6, 2013
Marcel Braud
5.3.2 COMPENSATION OF EXECUTIVES AND OFFICERS
Lucas G company
Other compensation
Other compensation
Other compensation
Other compensation
12 000
Other compensation
Agnès Michel-Ségalen
27 000
Other compensation
In euros
2012
2013
President and Chief executive officer
Amounts
due
Amounts
paid
Amounts
due
Amounts
paid
- Director’s fee (fixed compensation)
360 000
360 000
90 000
90 000
- Variable compensation
300 000
313 680
60 000
360 000
- Indemnity for a Non-competitive clause
-
-
180 000
135 000
87 116
102 664
-
-
- Exceptional indemnity
-
-
510 000
510 000
- Attendance fees
-
-
-
-
- Variable proxy compensation
- Benefits in kind
Total
6 564
6 564
2 221
2 221
753 680
782 908
842 221
1 097 221
For more information related to the compensation of Jean-Christophe Giroux, please refer to paragraph 5.3.2 of this document.
In euros
Dominique Bamas
President and Chief executive officer since March 6, 2013
- Director’s fee (fixed compensation)
- Attendance fees
- Exceptional indemnity
- Benefits in kind
Total
78
2012
Amounts
due
Amounts
paid
TOTAL
350 688
584 597
123 750
565 947
Total Manitou BF only
246 124
480 000
123 750
489 798
Of which, attendance fees
102 750
332 250
123 750
342 750
Of which, compensation
143 374
147 783
0
147 048
Since 2010, the settlement of fees has changed from an annual payment to quarterly payments.
Table 4: Share subscription or purchase options attributed to each corporate officer by the issuer and each group company
In accordance with the approvals provided by the ordinary and extraordinary
shareholders’ meetings of December 17, 2009, June 11, 2011 and June 7,
2012, stock option attribution plans were granted on May 19, 2010 and July
26, 2011 and June 28, 2012. No attributions were granted in fiscal 2013.
Type of
options
Valuation of options
per method applied
for the consolidated
financial statements
(IFRS2)
Number
of options
attributed
Exercise
price
Exercise
period
Subscription
178 777 €
68 400
13,16 €
8 years
Subscription
241 040 €
41 920
24,00 €
8 years
2013
Amounts
due
Amounts
paid
294 545
294 545
18 000
18 000
360 000
5 813
5 813
678 358
318 358
Options granted to each
executive officer by the issuer
or any group company
N° and date
of plan
19.05.2010
plan
26.07.2011
plan
These option attribution plans were valued in the consolidated financial
statements at their fair value at the dates granted. The main criteria for the
valuation and recording of rights associated with this new plan are detailed in
note 13.4 of the notes to the consolidated financial statements.
MANITOU GROUP
79
One quarter of the options are vested on each anniversary of the date
granted subject to a condition of presence, a condition of an annual
increase in the share price on the anniversary date and a rate of return
on the shares which is defined as based on income per share on a fully
diluted basis.
The beneficiaries are either members of the Executive committee or
certain management employees chosen based on their responsibilities
within the group. For further details, please refer to note 13.4.1 of the
notes to the consolidated financial statements.
Table 5: Subscription or purchase options exercised during the year by each executive corporate officer
In accordance with Article 223-26 of the AMF’s general regulations,
transactions of Manitou BF shares made by members of the management
or supervisory bodies during the year can be broken down (in number of
shares) as follows:
Number of
options exercised
during the period
N° and date of
plan
Options exercised by executive corporate officers
Exercise price
COMPENSATION OF
JEAN-CHRISTOPHE GIROUX
SPECIFIC COMPONENTS
– On June 2, 2009, the Supervisory board granted Jean-Christophe Giroux
gross annual variable compensation equal to a maximum of 66.67% of the
gross fixed compensation (mandate) provided during the reference year. For
2010 and subsequent years, the variable compensation is based on several
quantitative and qualitative criteria of which the type, weight, and objectives
have been quantified by the Board of directors.
Capping the gross annual variable compensation to 66.67% of gross annual
variable compensation (mandate) provided during the reference year was
cancelled by the Board of directors on January 31, 2012.
None
Table 6: Performance shares attributed to each corporate officer
Performance shares granted to each executive
corporate officer by the issuer and any group
company
N° and date of
plan
Number of
shares granted
during the year
Valuation of shares
per method applied
for the consolidated
financial statements
Availability
date
Purchase date
None
Table 7: Performance shares which became available for each corporate officer
N° and date of
plan
Performance shares which became available for each corporate officer
N° of shares which
became available during
the year
Purchase
conditions
– On June 2, 2009, the Supervisory board, referring to the AFEP-MEDEF
recommendations of October 2008 and the provisions of Article L.22590-1 of the French Commercial Code, set the severance package of JeanChristophe Giroux at two years of annual fixed and variable compensation if
termination occurs during the first 18 months of his term of office, and at
one year of annual fixed and variable compensation should his termination
occur after those 18 months have passed. This severance indemnity would
be payable only in the event of non-renewal, of revocation of his appointment
for any reason other than gross or wilful misconduct, or of forced departure
following a change of company control.
The payment of this indemnity is contingent upon the recognition by the
Board of the payment of at least 50% of variable compensation at least once
during the previous two full year periods, or the latest full year period closed.
None
Jean-Christophe’s severance indemnity was established at €510,000 by the
Board meeting of 06.03.2013.
OTHER REGULATED INFORMATION
Corporate officers
Employment contract
Yes
Marcel Braud
Date term started: 17.12.2009
Date term expired: 28.06.2013
Marcel Braud
Date term expired: 2017
80
No
X
Supplementary
pension plan
Yes
No
Compensation or
benefits due or
potentially
due as a result of
termination or
change of
functions
Yes
X
X
No
Compensation related
to
non-competitive
clause
Yes
X
X
No
X
X
X
X
X
X
X
Dominique Bamas
X
X
X
X
– All conditions related to Jean-Christophe Giroux’s compensation package
were adopted at the time of his appointment by the Supervisory board on
June 2, 2009 and approved by the Shareholders’ meeting of June 4, 2009.
Those conditions were reiterated by the Board of directors on December 17,
2009 and approved by the Shareholders’ meeting of June 24, 2010.
NON-COMPETE CLAUSE OF JEAN-CHRISTOPHE GIROUX
Jean-Christophe Giroux is obliged to refrain from competing with the group
in France, the UK and Germany during the 12 months following the end of
his term of office. In return, he will be paid a monthly indemnity for a period
of one year following the termination of his term of office, equal to 50% of
the fixed monthly compensation he received during the last month prior to
the termination of his term of office. The above indemnity in the amount of
€180,000, paid in 12 monthly payments as of March 2013 is derived from
the conventions referred to in Articles L. 225-90-1 et seq of the Commercial
Code.
COMPENSATION OF DOMINIQUE BAMAS
SPECIFIC COMPONENTS
– The Board of directors meeting dated 06.03.2013 attributed compensation
representing a fixed monthly salary being the only current or deferred
compensation of the President and Chief executive officer.
– The Board of directors meeting of 06.03.2013 attributed an indemnity due
in case of resignation or termination except in the case of gross negligence
or misconduct. The indemnity was fixed at 6 or 12 times his monthly salary
respectively according to whether his dismissal takes place before or after
November 30, 2013.
– The President and Chief executive officer benefits from the same pension
and retirement plan as the company’s managers.
NON-COMPETITIVE CLAUS OF DOMINIQUE BAMAS
The Board of directors meeting of 06.03.2013 matched the appointment of
Dominique Bamas to the functions of President and Chief executive officer
with a non-competitive clause for 12 month period following the end of its
mandate.
The non-competitive clause of Dominique Bamas was waived by the Board
on January 8, 2014.
ADDITIONAL INFORMATION RELATED TO JEAN-CHRISTOPHE
GIROUX’S COMPENSATION
The variable portion of compensation paid in 2012 was based on the
achievement of objectives related to sales, income from continued operations
for the 2012 period and the change in the group’s return on capital employed.
Moreover, in 2010, 2011 and 2012, Jean-Christophe Giroux received variable
compensation which replaced the attribution of stock options that would have
been granted to him for fulfilling his mandate during his first year of activity
and that the company could not respect. In order to fulfil the company’s
commitment, the Board of directors meeting on 24.06.2010 decided to
authorize the granting of variable compensation, for which the conditions are
similar to the conditions defined for the stock options and, if those conditions
are fulfilled, the amount of which is indexed to the value of shares on the
bonus payment date, in order to permit him to receive an amount equal to
the benefit he would have received had he received shares. The granting of
such compensation shall be spread over a period of four years, as was the
granting of the stock options it replaces. That amount is reported in the table
detailing Jean-Christophe Giroux’s compensation under the title “Variable
substitute compensation” (valued on the basis of the last 20 days of Manitou
share prices as at 31.12.2013).
MANITOU GROUP
81
5.4 AUDITORS
5.5 OTHER INFORMATION
5.4.1 STATUTORY AUDITORS
INFORMATION REGARDING THE
GROUP’S INTERNAL CONTROL
SYSTEM
Deloitte § Associates, registered member of the Regional Association of
Statutory auditors of Rennes, represented by Thierry de Gennes, partner,
7 Impasse Augustin Fresnel – 44800 Saint-Herblain
Appointed on 28.06.2013
Mandate expires: Shareholders’ meeting called to approve the financial
statements for the year ended 31.12.2018
RSM SECOVEC, registered member of the Regional Association of Statutory
auditors of Rennes, represented by Nicolas Perenchio, partner,
213, route de Rennes, BP 60277 - 44702 Orvault Cedex
Information regarding the group’s internal control system is included in the
Chairman of the Board of directors’ report on the functioning of the Board
and internal control.
INFORMATION REGARDING THE
WORKS COUNCIL
The information contained in this report and the corporate and consolidated
financial statements of Manitou BF have been submitted to the works council
for review as required by law.
6.
MANITOU
AND ITS
SHAREHOLDERS
5.4.2 ALTERNATE STATUTORY
AUDITORS
BEAS, represented by Alain Pons, Alternate of Deloitte & Associates,
registered member of the Regional Company of Auditors of Versailles,
195 avenue Charles de Gaulle – 92000 Neuilly sur Seine
6.1 General information
concerning the issuer
76
6.2 General information
on the share capital
77
Jean-Michel Grimonprez, Alternate of RSM SECOVEC, registered member
of the Regional Company of Auditors of Rennes,
6.3 Publically
available
documents
81
6.4 Manitou
share data
81
5.4.3 FEES PAID TO THE STATUTORY
AUDITORS AND THEIR NETWORK
The fees recorded in 2013 by Manitou BF and its fully consolidated
subsidiaries for the assignments entrusted to the college of Statutory
auditors, their respective networks and their colleagues, are detailed in note
20 of the notes to consolidated financial statements.
82
MANITOU AND ITS SHAREHOLDERS
6.1 GENERAL INFORMATION CONCERNING THE ISSUER
NAME
Manitou BF
SIÈGE SOCIAL
430, rue de l’Aubiniére
BP 10249
44158 Ancenis Cedex - France
Phone: +33 (0)2 40 09 10 11
– the purchase, acquisition, operation or disposition of any processes or
patents related to those activities;
– the direct or indirect participation of the company in any commercial,
industrial, or financing transaction that may be related to the corporate
purpose, including the creation of new companies, investments in
partnerships, mergers, alliances, joint-ventures or other;
– and generally, any financial, commercial, industrial, civil, securities or fixed
assets transactions which may be directly or indirectly associated to any of
the purposes specified, or any other similar or related purpose.
REGISTRY NUMBER AND APE CODE
LEGAL FORM
A limited liability corporation under French law, the Board of directors being
governed by the provisions of the French Commercial code.
RCS number and APE code:
857 802 508 RCS Nantes - Code APE 292 D - NAF 2822Z
6.2 GENERAL INFORMATION ON THE SHARE CAPITAL
6.2.1 SHARE CAPITAL
At 31.12.2013, the share capital amounted to 39,548,949 euros, broken
down into 39,548,949 shares with a par value of 1 euro per share, all of
which were fully paid-in and of the same category.
The Group designs, assembles and distributes high technology products that
meet the standards set by administrative authorities as well as national and
supranational organizations.
DURATION OF THE COMPANY
The company’s incorporation was published on 05.02.1954 and the company
registered in the French business registry in Nantes on 23.09.1957. The
company’s duration was set at ninety-nine years (99) as of 03.06.1980.
CORPORATE PURPOSE
(Art. 3 of the company’s by-laws)
The company’s purpose in France and in all countries includes:
The financial period covers twelve months starting on January 1 and ending
on December 31 of each year.
Date
Type
Subject
Validity
period
07.06.2012
Delegation of
power
Delegation of authority to the Board of directors to grant share purchase options
set to a limit of 450,000 shares.
26 months
07.06.2012
Delegation of
authority
Delegation of authority to the Board of directors to grant free shares from
26 months
existing shares to salaried employees and officers of the group or certain
salaried employees and officers among them set to a ceiling of 2% of total share
capital.
Used by the June
28, 2012 plan for an
amount of 0.2%.
28.06.2013
Delegation of
authority
Delegation of authority to the Board of directors to decide to increase the share
capital by issuing – with pre-emptive subscription rights – shares and/or securities
providing access to the company's share capital and/or securities entitling the
holder to a distribution of debt securities set to a global ceiling of 10 million euros.
26 months
Unused
Delegation of authority to the Board of directors to decide to increase the share 26 months
capital by issuing shares and/or securities providing access to the company’s
share capital and/or the issuance of securities providing rights to the attribution
of debt securities, by way of public offering with cancellation of preferential
subscription rights of shareholder debt set to a global ceiling of 10 million euros.
Unused
STATUTORY DISTRIBUTION OF EARNINGS
Net gains for the financial period recognized in the annual financial statements,
after deduction of general expenses and other personnel expenses, any
depreciation or write-off of assets and all provisions for commercial and
industrial risks constitute the net income.
Distributable income is composed of net income for the year less prior years’
losses and amounts retained as reserves in compliance to the law or by-laws
and increased by the amount of retained earnings.
No changes in share capital took place during the year 2013.
SUMMARY OF AUTHORITY AND POWERS ON CHANGES IN CAPITAL GRANTED
BY THE SHAREHOLDERS’ MEETING
FINANCIAL PERIOD
LEGISLATION GOVERNING ITS ACTIVITIES
6.2.2 CHANGES IN SHARE CAPITAL
28.06.2013
Use made of this
authority during the
year
Unused
28.06.2013
Delegation of
authority
capital by issuing shares and/or securities providing access to the company’s
share capital and/or the issuance of securities providing rights to the attribution
of debt securities, by way of an offer referred to in section II of article L.411-2
of the French Monetary and Financial Code with cancellation of preferential
subscription rights of shareholder debt set to a global ceiling of 10 million euros.
Unused
28.06.2013
Delegation of
authority
Unused
28.06.2013
Delegation of
authority
capital by way of the capitalisation of premiums, reserves, earnings or other set
to a global ceiling of 10 million euros.
To potentially issue shares or securities giving access to the share capital
26 months
without pre-emptive subscription rights in consideration of in-kind contributions
concerning shares or securities providing access to the company's share capital
limited to 10% of share capital and set to a global ceiling of 10 million euros.
The shareholders’ meeting may resolve to distribute amounts deducted
from the reserves at its disposal, in which case the decision will specifically
indicate the reserve items from which those payments are to be deducted.
All industrial and commercial transactions relating to:
– the operation of all industrial and commercial establishments aimed at
the representation, concession, manufacture, purchase, sale, rental, import,
export of all construction and lifting equipment and all agricultural and
industrial equipment and the directly or indirectly associated spare parts;
– the creation, acquisition, rental, leasing, installation, operation of any
establishments, factories;
84
Apart from the case of a capital reduction, no distribution can be made to
shareholders when the net assets are, or would become as a result of such
distribution, less than the amount of the paid-in-capital plus reserves that the
law or by-laws do not permit being distributed.
Unused
MANITOU GROUP
85
6.2.4.2 COLLECTIVE COMMITMENTS
DISTRIBUTION OF CAPITAL AND VOTING RIGHTS AT 31.12.2013
% of capital
% of voting rights
2011
2012
2013
2011
2012
2013
Braud and Himsworth Families
65,36%
65,43%
65,43%
65,83%
65,95%
65,95%
Braud family branch (1)
32,16%
32,16%
32,16%
32,39%
32,42%
32,43%
Himsworth family branch (2)
7,35%
7,35%
6,14%
7,41%
7,41%
6,19%
Ancemat (3)
5,12%
5,18%
6,25%
5,15%
5,22%
6,30%
Wecanrent (3)
5,18%
5,18%
5,18%
5,22%
5,22%
5,23%
Coliphin Invest(3)
5,18%
5,18%
5,34%
5,22%
5,23%
5,38%
Trinity Group (3)
5,18%
5,18%
5,18%
5,22%
5,22%
5,23%
Sonafina (3)
5,18%
5,18%
5,18%
5,22%
5,22%
5,23%
6,26%
6,26%
-
6,30%
6,31%
-
-
-
6,26%
-
-
6,31%
Toyota
2,83%
2,83%
2,83%
2,85%
2,85%
2,86%
Treasury shares
0,70%
2,83%
0,82%
-
-
-
Employee share ownership
0,82%
0,81%
0 ,83%
0,83%
0,82%
0,84%
Généval (Societe Generale Group)
Yanmar
Other
24,02%
23,88%
23,53%
24,19%
24,07%
24,03%
Total
100,00%
100,00%
100,00%
100,00%
100,00%
100,00%
34,64%
34,57%
34,57%
Floating
Number of shares
Percentage of share capital
and voting rights
Collective commitment to
12,719,721 shares representing
retain shares under article
32.163% of share capital and
787 B of the French General voting rights
tax code
Term
Shareholder signatories
Minimum of two years from the
registration of the commitment,
automatically renewed for two years
by tacit agreement
Braud family branch 1
28.11.2011
885 I Bis of the French
General tax code
Minimum of two years from the
Braud family branch
registration of the commitment,
automatically renewed for a period of
12 months by tacit agreement
29.06.2011
20.73% of share capital and
787 B of the French General voting rights
tax code
2 year term from July 1st 2011
(Registered on June 29, date of Board
meeting acknowledging the capital
reduction on July 1st 2011)
Himsworth² family branch
with the exception of the
company
- Ancemat
- The company Wecanrent
- The company Coliphin
Invest
- The company Trinity Group
- The company Sonafina
- M. Braud
- Marcel-Claude Braud
- Sébastien Braud
20.12.2011
885 I bis of the French
General tax code
25,92% of share capital and
voting rights
Effective December 31, 2011 for a
two year period
Himsworth family branch²
Invest
- Mr. Braud
- Sébastien Braud
20.12.2011
885 I bis of the French
General tax code
23,91% of share capital and
voting rights
For a two year period as of December Himsworth family branch²
22, 2011 (registration date)
with the exception of the
company
- Ancemat
Invest
- M. Braud
- Sébastien Braud
Signature
date
28.11.2011
Type of commitment
A total of 12,719,721 shares
representing 32.163% of share
capital and voting rights
(1) The Braud family branch consists of: Marcel Braud, Lilianne Braud- Orhon, Marcel-Claude Braud, Sébastien Braud, Emilia Braud-Fischel , Catherine Braud, Valerie BraudWalsh and the company HB Holding Braud.
(2) The Himsworth family branch consists of: Jacqueline Himsworth, Gordon Himsworth, Dominique Himsworth, Virginie Himsworth, Christopher Himsworth, David Himsworth,
and the company Ancemat.
(3) Companies owned by Himsworth family members.
6.2.3 HOLDINGS AND CONTROL
Manitou is controlled by the Braud and Himsworth families who together
hold 65.43% of share capital. The Manitou Board of directors includes three
independent directors, out of a total of nine directors, in the spirit of the
MiddleNext Code of corporate governance, and the functions of the Chief
executive officer are separated from those of the Chairman of the Board
of directors and was performed by Jean-Christophe Giroux until March 6,
2013, by Dominique Bamas from March 6, 2013 until January 13, 2014 and
by Michel Denis since January 13, 2014, all of whom are independent of the
Braud and Himsworth families.
6.2.4 INFORMATION RELATED TO SHAREHOLDER AGREMENTS AND
COLLECTIVE COMMITMENTS FOR THE RETENTION OF MANITOU SHARES
6.2.4.1 SHAREHOLDER AGREEMENTS
The family shareholders signed a shareholders agreement on 09.06.2011 which
is valid for a period of 6 years and which includes the following stipulations:
– a commitment by each of the family branches to retain a number of
Manitou shares representing at least 20% of the company’s capital (i.e. a
total of 40% of capital for the combined family investment);
– a right of first refusal in favour of members of the agreement on sales of
shares having the effect of decreasing the investment of either family branch
below 20% of Manitou’s capital or of decreasing the entire investment of the
two family branches below 40% of the company’s capital, it being specified
that the members of the selling family have preference for the purchase of
shares sold;
86
– the governance of Manitou shall continue to be provided by nine directors,
three directors appointed at the discretion of each of the family branches (for
a total of six directors) and three independent directors to be unanimously
proposed by Jacqueline Himsworth and Marcel Braud and appointed by the
Shareholders’ Meeting;
(1)
The Braud family branch consists of: Marcel Braud, Lilianne Braud-Orhon, Marcel-Claude Braud, Sébastien Braud, Emilie Braud-Fischel , Catherine Braud, Valerie Braud-Walsh and the company HB Holding Braud.
(2)
The Himsworth family branch consists of: Jacqueline Himsworth, Gordon Himsworth, Dominique Himsworth, Virginie Himsworth, Christopher Himsworth, David Himsworth, and the company Ancemat.
– the non-executive chairmanship of Manitou shall continue to be provided
by Marcel Braud throughout the duration of the agreement;
– any transactions having a dilutive effect on capital and/or voting rights will
be subject to the prior approval of the Manitou Board of directors acting on
a majority of three-quarters.
MANITOU GROUP
87
6.2.5 THE EXISTANCE OF
6.2.8 HISTORICAL DIVIDEND
AGREEMENTS FOR WHICH THE
INFORMATION
IMPLEMENTATION COULD RESULT IN A
In accordance with article 243 bis of the French General tax code, it should
CHANGE IN CONTROL
be noted that the amounts of dividends distributed during the last three years
None
6.2.6 OWNERSHIP THRESHOLDS
Under article L. 233-7 of the French commercial code, any person or entity,
acting alone or with others, who has just obtained a number of shares
representing more than 5%, 10%, 15%, 20%, 25%, 30%, 33.33%, 50%,
66.66%, 90% or 95% of share capital and voting rights of the company, must
inform the Company and the French market authority, the AMF, with a letter
indicating the total number of shares and voting rights held within five trading
days of crossing the threshold. Threshold crossings reported to the AMF are
publically disclosed by the AMF. This information is also transmitted within
the same time frame and under the same conditions whenever the equity
investment or voting rights fall below the thresholds referred to above. If
not declared according to regulations, the shares exceeding the fraction that
should have been declared in accordance with the legal provisions mentioned
above are denied voting rights at any Shareholders’ Meeting held up to the
completion of two years following the date of the correcting declaration.
Article 9 of Manitou’s corporate by-laws further provides that any person or
entity that, either directly or indirectly and either alone or with others, crosses
(either upwards or downwards), the threshold of 2.5% of the capital or voting
rights of the company (or any multiple of that threshold) must notify the
company by registered letter with confirmation of receipt, within fifteen days
of crossing that threshold, specifying their identity as well as the persons
acting together with them. This requirement also applies to the holder of
shares in accordance with the seventh paragraph of article L. 228-1 of the
French Commercial code, for all shares for which he is registered to the
account.
In case of non-compliance with the requirement to disclose statutory
thresholds, the sanctions provided for in article L. 233-14 of the French
Commercial code shall apply, provided that such request, submitted by one
or more shareholders holding at least 3% of the capital or voting rights, is
recorded in the minutes of the Shareholders’ Meeting.
and the corresponding tax credits in euros are the following:
Period
Number of shares
6.3 PUBLICALLY AVAILABLE DOCUMENTS
Legal documents relating to the company may be reviewed at the registered
office, 430 rue de l’Aubinière, 44150 Ancenis and on the Manitou website at
www.manitou-group.com, including:
– Manitou’s corporate charter and by-laws;
– all reports, correspondence and other documents, historical financial
information;
– Manitou’s historical financial information and those of its subsidiaries for
each of the two fiscal periods preceding the publication of this document.
Net dividend
2010
37 567 540
0
2011
37 547 824
0,30 €
2012
37 548 949
0,45 €
6.2.9 TRANSACTIONS WITH RELATED
PARTIES
Transactions with related parties are described in the Statutory auditors
report on regulated agreements and commitments found in the annual
financial reports of Manitou relating to fiscal years 2011, 2012 and 2013
(www.manitou-group.com/investerrelations).
6.2.10 LEGAL PROCEEDINGS AND
ARBITRATION
There are no governmental, legal or arbitration proceedings, including any
proceedings, of which the company is aware, that are pending or were
threatened over the last 12 months that may have or have had a material
impact on the balance sheet or income statement of the company or the
group.
6.4 MANITOU SHARE DATA
SHARE LISTING
Manitou shares have been listed since April 24, 1984. The group will celebrate the 30th anniversary of its listing in 2014.
The Manitou share is listed on Compartment B of NYSE Euronext Paris.
SHARE CODES AND TICKERS
ISIN code:
MNO:
Reuters code:
Bloomberg code:
FR0000038606
MTU
MANP.PA
MTU.FP
Indices
CAC PME
CAC ALL-TRADABLE
NEXT 150
CAC ALL SHARES
CAC MID & SMALL
6.2.11 SIGNIFICANT CHANGES IN THE
FINANCIAL OR MARKET POSITION
To the knowledge of the company, there are no significant changes that will
have or have had a material impact on the financial position of the company,
its income and those of its group.
CAC SMALL
CAC INDUSTRIALS
CAC IND. ENGIN.
Eligibility of Manitou shares for the OSRD (stock exchange orders with deferred settlement service) Long only.
6.2.7 DIVIDEND DISTRIBUTION POLICY
Given the results for the 2013 financial period, the Board of directors meeting
of 10.03.2014 decided to not pay dividends in 2014.
88
MANITOU GROUP
89
SHARE PRICE PERFORMANCE AND TRADING VOLUMES
January 2012
Volume
595 092
Highest €
16,09
Lowest €
11,21
Month-end
15,810
Market
Capitalization
(In millions of
euros)
625
February
712 033
17,99
15,87
16,600
657
March
628 195
19,7
16,47
17,700
700
April
328 071
18,16
15,00
16,570
655
May
268 528
17,78
13,92
15,420
610
June
287 245
15,41
12,78
13,690
541
Period
July
264 948
15,00
12,55
13,600
538
August
220 523
14,48
12,96
13,030
515
September
276 122
14,98
12,20
12,350
488
October
426 056
12,45
10,86
11,980
474
November
210 976
12,35
11,00
11,340
448
December 2012
471 926
13,1
11,25
13,000
514
4 689 715
19,7
10,86
January 2013
386 094
14,50
12,88
13,150
520
February
354 796
14,06
12,69
13,770
545
March
849 113
13,78
10,45
11,150
441
Total / Highest / Lowest
344 972
11,35
10,25
10,880
430
May
223 153
11,47
10,74
11,000
435
June
302 908
11,00
9,83
10,480
414
July
322 472
10,65
9,40
9,720
384
August
439 181
11,30
9,66
10,940
433
September
439 952
12,70
10,79
12,580
498
2 938 397
14,60
12,50
13,900
550
November
212 676
14,40
13,51
13,710
542
December 2013
148 178
14,10
12,80
13,800
546
6 952 892
14,60
9,40
Total / Highest / Lowest
Source: NYSE Euronext
90
ADDITIONAL
INFORMATION
PAGE
April
October
7.
7.1 Chairman’s
report in application of
Article L.225-37
of the French
Commercial code
84
7.2 Statutory
auditors’ report on the
Chairman’s report
89
ADDITIONAL INFORMATION
7.1 THE CHAIRMAN’S REPORT IN APPLICATION OF ARTICLE
L.225-37 OF THE FRENCH COMMERCIAL CODE
To the Shareholders,
In accordance to article 117 of the Financial Security Act of August 1,
2003 and in application of the provisions of article L.225-37 of the French
Commercial code, I hereby present to you, in my capacity as Chairman of the
Board of directors, the report on the corporate governance, internal control
and risk management procedures.
This report was prepared with the assistance of the Manager of internal audit
and control, reviewed by the Audit committee and approved by the Board of
directors on March 10, 2014.
In accordance with Article R.225-105 of the French Commercial code, referred
to as the «Grenelle 2» law, I also present to you the directions taken by the
company to take the social and environmental consequences of its businesses
into account and fulfil its commitments to sustainable development.
Following a thorough diagnosis and a series of interviews with our key
stakeholders (our employees, our dealers, our customers, our suppliers, etc.),
the year 2012 permitted the Manitou group to define its CSR (Corporate Social
Responsibility) issues and construct a roadmap surrounding three priorities: 1)
Sustainable solutions for our customers, 2) Powered by Manitou people, 3) in
close partnership with our supply chain. The year 2013 was the year of the
operational implementation of action plans expressed around fifteen major
priorities. Three significant ones for the year 2013 stand out:
– The REDUCE project related to the energy efficiency of our products.
Through that program, the Manitou Group was the first manufacturer of
telescopic trucks to disclose the consumption of its machines as well as
its measurement methods. REDUCE is part of a process of transparency,
awareness and the support of our customers in reducing their consumption;
– The communication and awareness of the CSR process towards all
employees;
– The renewal of the ISO 14001 environmental certification of the Ancenis
and Laillé production sites as well as the Spare Parts Logistics Centre and
obtaining the same certification by our Italian site in Castelfranco.
The management report includes a chapter on the Corporate Social
Responsibility of Manitou. This document presents our global CSR strategy
and the results regarding environmental and human resources issues and
the relationships with our stakeholders. As last year, in order to ensure the
accuracy of the published indicators, all of our indicators deemed «key» were
audited by an external auditor.
7.1.1 CORPORATE GOVERNANCE
Since the month of August 2010, the company has been using the «MiddleNext»
corporate governance code for mid-caps as a reference. This code was
published in December of 2009 and is available at the website http://www.
middlenext.com .
The company’s governance complies with all of the MiddleNext code’s
recommendations. The evaluation of the Board’s work in 2013 (fifteenth
recommendation) was in process in the first quarter of 2014. Moreover, the
Board took note of the information presented in the «critical points» that are
fundamental provisions of the code.
92
At its meeting of December 17, 2009, the Shareholders’ meeting adopted a
mode of governance with a separation of functions between a non-executive
Chairman of the Board of directors and a Chief executive officer, the only
executive officer who is also a board member. This report details the three
major powers of the governance, as defined by the MiddleNext code.
7.1.1.1 THE EXECUTIVE POWER: “THE CHIEF
EXECUTIVE OFFICER”
The executive powers of the company are held by the Chief executive officer,
a position provided for in the corporate by-laws and for which the powers are
specified by the Board’s internal regulations.
Thus, the Board’s internal regulation provides that the CEO is responsible for
implementing group strategy, whose medium-term directions are defined in a
strategic plan approved by the Board. The Chief executive officer proposes an
annual budget for the upcoming full-year period as derived from the strategic
plan.
Moreover, the internal regulation lists a number of transactions for which the
Chief executive officer must obtain the Board’s prior approval.
The Chief executive officer does not cumulate an employment contract with
the corporate office and the total of all fixed and variable compensation
components, including severance indemnities, pension and stock option
grants are described in Chapter 5 of the management report relating to
corporate governance. All of these items have been voted by the Board of
directors based on the recommendations of the Compensation committee
and are included in a good governance process in accordance with
recommendations R1 to R5 of the MiddleNext code.
Jean-Christophe Giroux, resigned on March 6, 2013 from his position as a
Board member in anticipation of the expiration of his mandate on June 28. He
was replaced on an interim basis by Dominique Bamas. On January 8, 2014,
the Board of directors appointed Michel Denis as Chief executive officer for
a four year period expiring at the Shareholders’ meeting for the approval of
2017 financial statements.
7.1.1.2 THE SUPERVISORY POWER: “THE
BOARD OF DIRECTORS”
COMPOSITION OF THE BOARD OF DIRECTORS
As the terms of all Board mandates were approaching expiration, the
Board of directors proposed the reappointment of all Board members with
the exception of two at the Shareholders’ Meeting of June 28, 2013. As
announced on March 6, 2013, two new Board members were proposed:
Marcel-Claude Braud to replace Serge Ghysdael and Agnès Michel-Segalen
to replace Dominique Bamas.
The Board of directors, as appointed by the Shareholders’ Meeting of June
28, 2013 is composed of nine members. The term of office, as provided for
in the by-laws, is four years.
The composition of the Board of directors is:
- Marcel Braud, Chairman
The Statutory auditors were convened to the Board meetings related to the
review of the half-year and annual financial statements in accordance with
Article L.L.823-17 of the French Commercial code.
- Jacqueline Himsworth, Vice-Chairwoman,
- Gordon Himsworth,
- Marcel-Claude Braud,
- Sébastien Braud,
- Christopher Himsworth,
- Joël Goulet, Independent member,
The directors are compensated in the form of presence tokens whose
distribution is decided by the Board based on the opinion of the Compensation
committee, according to the directors’ attendance and the time they devote
to their activities, including their participation in specialized committees. The
Chairman of the Board receives special compensation under article L.22547 of the French commercial code, presence tokens, and an employment
contract. The details for the total of all compensations are provided in Chapter
5 of the management report on corporate governance.
- Pierre-Henri Ricaud, Independent member,
- Agnès Michel-Segalen, Independent member.
The Board of directors includes two women among its members. The Board’s
composition complies with the law n° 2011-103 of January 27, 2011,
known as the Copé Zimmermann law, related to the representation of women
on Boards of directors.
Regarding the assessment of the Board’s work during the year 2013 (fifteenth
recommendation of the MiddleNext code), that process was launched through
a written individual questionnaire at the Board meeting of January 30, 2014,
for a briefing and exchanges at the meeting of March 10, 2014.
SPECIALIZED COMMITTEES
In addition, three members of the Board of directors meet the independence
criteria. The criteria evaluated in order to justify the independent nature
are provided in the eighth recommendation of the MiddleNext code. This
independence is characterized by the lack of significant financial, contractual
or family relations which might impair the independence of their judgement.
OPERATION OF THE BOARD OF DIRECTORS
EIn 2013, the Board of directors updated its internal regulations, which were
unanimously approved at the meeting of January 30, 2014. Those internal
regulations, which are not published, define the modes of the Board’s
organization and operation. Notably, those regulations describe the Board’s
mission, its operation and the operation of its specialized committees which
were established in accordance with the legal and statutory provisions. The
regulations also clarify the roles and powers of the Chairman and Executive
management and the duties of each. As such, it includes a corporate Board
member’s charter detailing the rights and requirements to which Manitou’s
Board members are committed in the ongoing concern for good corporate
governance. These principles revolve around the duties of diligence,
independence, transparency and confidentiality.
During the year 2013, the Board of directors met 10 times and for a one
day working seminar. Throughout the year, the group’s business, strategic
direction and projects in process are reviewed. During the year 2013,
special attention was given to the changes in governance, the refinancing
of the group and various other projects permitting a closer relationship with
dealers and customers and facilitating the return to improved operating
performance. Thus, in the search for a better balance between profitability
and development, the Board decided to end the recruitment policy initiated
by the former Chief executive officer who wanted to double the group’s size.
Board meetings were convened by the Chairman and held at the headquarters
or, in exceptional circumstances and for some members, via a secure
telephone line.
Each Board member and each employee representative convened was sent
all documents and information prescribed by law and necessary to achieve
their mission prior to the meetings.
The minutes to the Board meetings are systematically written and submitted
to each member for approval. The average attendance rate at Board meetings
in 2013 was 96%.
The Board of directors includes four specialized committees responsible for
examining matters within the scope of their assignment and submitting their
views and recommendations to the Board.
The Audit committee
The Audit committee was made up until March 6, 2013 of Jacqueline
Himsworth, Chairwoman, Pierre-Henri Ricaud and Dominique Bamas.
On March 6, 2013 Dominique Bamas resigned from his position as a Board
member, thereby resigning from the Audit committee. Agnès Michel-Segalen
joined the Board of directors on April 25, 2013 as an independent Board
member and a member of the Audit committee.
At its meeting of June 28, 2013 the Board appointed Jacqueline Himsworth,
Agnès Michel-Segalen and Pierre-Henri Ricaud as members of the Audit
committee and Sébastien Braud as an alternate. The committee members
appointed Jacqueline Himsworth as Chairperson of the Audit committee.
All three committee members hold expertise in finance or accounting.
Those skills are assessed with regards to their education and professional
experience.
The primary responsibilities of the Audit committee are to ensure:
– the accuracy and fair presentation of the financial statements and all
financial disclosures,
– the quality of internal control and risk management procedures,
– the independence of the Statutory auditors.
In 2013, the Audit committee exceptionally met eleven times. Each meeting
was the subject of a report and the Audit committee has intervened regularly
with the Board to provide its recommendations and conclusions. The Audit
committee’s interventions are systematically included in the minutes of the
Board meetings.
During the year 2013, the Audit committee met in the presence of the
Statutory auditors prior to the full-year and half-yearly closings and also for a
presentation of their findings on internal control in January of 2013. They were
also informed of all internal audit reports and the internal control tools and
procedures in place which were presented by the Manager of internal audit
and control. During its meetings, it met regularly with the Financial director,
MANITOU GROUP
93
mainly related to financial and tax issues and financing tools. The year 2013
was also highlighted by the signing of a new group financing agreement, the
entire process of which was monitored by the Audit committee and to which
several Board meetings were devoted.
The Development committee
7.1.2.2 ORGANIZATION
The Development committee consisted of Marcel Braud and Jacqueline
Himsworth until the Shareholders’ Meeting dated June 28, 2013. Sébastien
Braud and Gordon Himsworth serve as alternate members.
In addition, the Audit committee reviewed its mission and methods with
respect to the AMF report of July 22, 2010 entitled «Report of the working
group on the Audit committee».
The committee did not meet in 2013. Marcel Braud and Jacqueline
Himsworth are ex officio members of the Development Committee. They
may convene a meeting when deemed necessary to study specific topics in
preparation for Board meetings.
The internal control system is based on a clearly defined organization
which was introduced in August of 2009 which is split into three product
divisions and one Sales and Marketing management function and the
support functions. The Executive committee, whose composition is described
in detail in this management report, meets every week with the Chief
executive officer. The Presidents of the product divisions are supported by a
Management committee which brings together all of the operating functions
in their division.
7.1.1.3 THE SOVEREIGN POWER:
“THE SHAREHOLDERS’ MEETING”
This organization provides a framework which, through quarterly business
reviews, permits the control of the businesses and the achievement of
objectives for each product division and sales region.
The Compensation committee
The Compensation committee consisted of Joël Goulet, Chairman, Serge
Ghysdael and Christopher Himsworth until the Shareholders’ Meeting dated
June 28, 2013. Pierre-Henri Ricaud served as an alternate member.
At its meeting of June 28, 2013, the Board appointed Sébastien Braud,
Christopher Himsworth and Joel Goulet as members of the Compensation
committee and Pierre-Henri Ricaud as an alternate member. The members
of the Committee appointed Joel Goulet as Chairman.
The main functions of the Committee are to prepare the Board’s work related
to compensation:
– for board members, by making proposals regarding the allocation of
presence tokens in accordance with the criteria contained in the internal
regulations, the Chairman’s compensation and the compensation awarded
to any Board members who may have been assigned ad-hoc assignments;
Shareholders’ Meetings are convened as provided for by law. They are held
at the headquarters or at any other location specified in the notice. The terms
for shareholder participation in the Shareholders’ Meeting, defined in Article
20 of the by-laws, do not include any specific provisions.
Information concerning the company’s capital is provided in Chapter 6 of the
management report entitled «Manitou and its shareholders.»
7.1.2 RISK MANAGEMENT AND
INTERNAL CONTROL METHODS
Following the AMF’s recommendation on July 22, 2010 related to “Risk
management and internal control systems”, it should be noted that, in writing
this report, the company placed reliance on the framework and general
principles of the AMF which were supplemented by its implementation guide
for small and mid-cap companies.
– for the Chief executive officer, by deciding on his compensation package,
retirement and insurance plans, benefits in-kind and related rights; by
proposing variable compensation rules consistent with the group’s strategy
and the associated assessment axes and in overseeing their application;
ensuring compliance with the transparency requirements of the company on
such compensation, especially in the annual report; by proposing a policy for
granting long-term instruments, taking into account formulas permitted by
law and their consequences.
In accordance with the AMF recommendation No. 2010-15 of December 7,
2010(4) , the report’s layout corresponds to the reference layout in order to
ensure readability.
More broadly, once a year, the Committee is informed of the compensation
policy in force within the group for the various employee categories.
7.1.2.1 INTERNAL CONTROL OBJECTIVES
The Compensation committee met four times during the year 2013 and its
work has been the subject of reports to the Board of directors.
The internal controls procedures used at Group companies are aimed at
ensuring:
– compliance with laws and regulations,
– the application of internal instructions and guidelines established by the
executive management,
The Strategic Committee consisted of Marcel Braud, Chairman, Sébastien
Braud, Joël Goulet, and Gordon Himsworth until the Shareholders’ Meeting
dated June 28, 2013. Christopher Himsworth serves as an alternate member.
– the effective functioning of processes, especially those intended to protect
assets,
– the reliability of financial information,
– and, in general, the systems which contribute to the management of the
businesses, the efficiency of operations and the efficient use of resources.
Like any control system, these procedures cannot provide an absolute
guarantee that all risks are covered. These procedures are, above all,
intended to reduce their probability and potential impact through the
launching of appropriate actions.
Its main functions are to assist the Board in the definition of strategy. It
prepares the Board’s work related to the strategic plan, any proposed
strategic alliances, technological cooperation, industrial partnership,
diversification, or affecting the business activity portfolio, and any major
investments or divestments.
In addition to the internal control objectives mentioned above, the Manitou
group’s internal control is based upon a code of ethics put in place in January
of 2010. It provides the framework of reference guidelines for honest and
responsible business behaviour based on both the collective principles
which the group has imposed upon itself as an institution and the individual
behaviour to be respected by each employee.
The Strategic committee met three times in 2013.
(4)
Supplementary report to the AMF on corporate governance, executive compensation and internal
controls for small and mid-caps with reference to the MiddleNext code of corporate governance.
94
On one hand, the General Secretary and Financial teams were combined
within the Financial and Administrative Department. On the other, all of
the marketing teams, the “Corporate Development” and “New Business”
functions were combined within the Sales and Marketing department.
In addition, the group places reliance upon a manual for decision making
and responsibility which is applicable to all group companies and covers the
following areas:
– legal and regulatory requirements, including health, safety and
environmental protection,
– financial transactions, including off-balance sheet commitments,
– the budgeting process,
Based on the assumptions made and guidance provided by the executive
management, all of the group’s legal entities produce a budget which is
reviewed by the associated Financial and Operational management.
The group performs a consolidation by division which is reported to each
Division president and the Executive committee. The Executive committee
shall decide as to priorities and objectives by division prior to submission to
the Board of directors for approval.
DEVELOPMENT OF ACCOUNTING AND FINANCIAL INFORMATION
The consolidation packages for the full-year and interim periods are prepared
by the subsidiaries in accordance with the Manitou group’s financial manual
and transmitted to the consolidation department of the parent company.
The 2013 financial statements of the parent company and the group were
prepared by the Financial management, with the assistance of a certified
accountant for the parent company financial statements. They were reviewed
by the Chief financial officer and the Chief executive officer and approved by
the Board of directors.
The consolidated financial statements and those of the parent company
and the French subsidiaries have all been audited by the group’s Statutory
auditors. Each foreign subsidiary was audited in its own country. All of the
financial statements and local auditors’ comments were sent to the group’s
Statutory auditors and reviewed with the Financial management.
The interim financial statements, prepared in accordance with IAS 34, are
also subject to a limited review by the Statutory auditors.
– sales and marketing,
– purchasing,
– fixed asset management,
The Strategic committee
At its meeting dated June 28, 2013, the Board appointed Marcel Braud,
Marcel-Claude Braud, Gordon Himsworth and Joel Goulet as members. As
provided for in the Board’s internal regulations, the Chairman of the Board
is Chairman of the Strategic committee. Sébastien Braud is an alternate
member for the Braud family and Christopher Himsworth is an alternate
member for the Himsworth family.
In 2013, the group accepted the successive resignations of Henri Brisse, Vice
President of Sales and Marketing, Hervé Saulais, General Secretary and Eric
Lambert, President of the RTH Division. These factors permitted launching
the simplification of the organizational structures.
taking into account the normative constraints - procurement, accordance
with product launches). Finally, business assumptions are validated by the
entire Executive committee.
– human resources.
The internal control system is driven by the Manager of internal control and
auditing, reporting hierarchically to the group’s Chief financial officer and
functionally to the Audit committee.
7.1.2.3 THE DISTRIBUTION OF INFORMATION
The internal distribution of relevant, reliable and timely information permits
everyone to fulfil their responsibilities.
The budget process and the production of accounting and financial information
are both structured and structuring processes which permit the organization
and sharing of information and strategic objectives within the group.
THE BUDGET PROCESS
The budget process takes place in the fourth quarter of the financial year in
process in order to provide a sufficient level of visibility of the business for the
year and improved reliability on budget projections made for the upcoming
year. The business assumptions are consolidated and reviewed by Sales &
Marketing management on the basis of information provided by each of the
group’s distribution subsidiaries.
Sales objectives are then shared with the Presidents of each product division
in order to optimally adjust production to demand (production capacity control,
The Statutory auditors presented the summary of their findings to the Audit
committee on March 5, 2014. The Board of directors met on March 10, 2014
to approve Manitou’s parent company and consolidated financial statements
as at December 31, 2013.
7.1.2.4 RISK MANAGEMENT
The risk management process was reinforced by performing the mapping of
the group’s major risks as at the end of 2013.
That exercise, which was achieved with the support of a consulting firm,
permitted the 25 executives in the most significant positions within group to
consider the key risks facing the entire group as well as those more specific
to their businesses. Its objective is to identify key risks, the degree to which
they’re controlled and to assess their potential impact on the group’s financial
position or image.
The risk map, which was shared with the Audit committee, demonstrated a
positive trend in the perceived operational risks since the previous exercise
which was performed in 2010. The main risks faced by the Manitou group are
described in detail in the section entitled «Risk factors and risk management»
of the management report.
Following the work performed on the mapping of risks, steering methods for
risk management will be implemented in 2014 including the identification
of coverage policies carried by members of the Executive Committee for
major risks.
MANITOU GROUP
95
7.1.2.5 CONTROL ACTIVITIES
– Internal audits are conducted according to an audit plan which is
established by the Audit committee.
Seven internal audits were performed in 2013:
– related to travel and expense reports at Manitou BF,
– related to the sales, logistics, administrative and financial processes at the
MILE subsidiary (Manitou Interface & Logistics Europe) in Belgium,
– related to the sales forecasting process within the entire group,
– related to the administrative, financial and sales processes at the Manitou
Deutschland subsidiary in Germany,
– related to sales financing at Manitou Finance France, a joint-venture with
BNP Paribas,
– related to project management within the research and development
function at the Compact equipment division in the United States,
– related to project management within the research and development
function at the RTH and IMH Divisions in Italy.
The reports, which contain recommendations and related action plans, are
sent to the departments concerned, to Executive management, to the Audit
committee, to the Statutory auditors and to the Chairman of the Board.
Moreover, the specific monitoring of recommendations made in the audit
reports during the last five years were reiterated during the year 2013.
They were presented to the Audit committee, permitting it to monitor the
progress on the implementation of internal controls. It appears that the rate
of implementation, either total or partial, of the action plans following the
audit recommendations, increased slightly as compared to 2012, amounting
to 75%. In addition, fully implemented actions increased significantly in
absolute amount increasing from 34 in 2012 to 60 in 2013. That was the
result of a higher level of attention placed on the implementation of action
plans as well as the performance of certain monitoring missions specifically
related to the implementation of audit recommendations.
The work performed by the internal audit department is coordinated with that
of the Statutory auditors by:
– regular exchanges between the Manager of audit and internal control and
the Statutory auditors,
– the distribution of the annual audit plan and, subsequently, each audit
report issued,
– the participation of the Manager of audit and internal control in the
Statutory auditors’ closing audit discussions.
Marcel Braud
7.2 STATUTORY AUDITOR’S REPORT ON THE CHAIRMAN’S
REPORT
This is a free translation into English of the Statutory auditors’ report issued in French prepared in accordance with Article L.225-235 of the French Commercial Code on the report prepared by the
Chairman of the Board of directors on the internal control and risk management procedures relating to the preparation and processing of accounting and financial information issued in French and is
provided solely for the convenience of English speaking users.
This report should be read in conjunction and construed in accordance with French law and the relevant professional standards applicable in France.
In our capacity as Statutory auditors of Manitou BF and in accordance with
Article L.225-235 of the French Commercial Code, we hereby report on the
report prepared by the Chairman of your company in accordance with Article
L.225-37 of the French Commercial Code for the year ended 31 December
2013.
- obtaining an understanding of the internal control and risk management
procedures relating to the preparation and processing of the accounting and
financial information on which the information presented in the Chairman’s
report is based and the existing documentation;
- obtaining an understanding of the work involved in the preparation of this
information and the existing documentation;
It is the Chairman’s responsibility to prepare, and submit to the Board of
directors for approval, a report on the internal control and risk management
procedures implemented by the Company and containing the other
disclosures required by Article L.225-37 of the French Commercial Code,
particularly in terms of corporate governance.
- determining if any significant weaknesses in the internal control procedures
relating to the preparation and processing of the accounting and financial
information that we would have noted in the course of our engagement are
properly disclosed in the Chairman’s report.
It is our responsibility:
On the basis of our work, we have nothing to report on the information in
respect of the Company’s internal control and risk management procedures
relating to the preparation and processing of accounting and financial
information contained in the report prepared by the Chairman of the Board in
accordance with Article L.225-37 of the French Commercial Code.
- to report to you on the information contained in the Chairman’s report in
respect of the internal control and risk management procedures relating to
the preparation and processing of the accounting and financial information,
and
- to attest that this report contains the other disclosures required by Article
L.225-37 of the French Commercial Code, it being specified that we are not
responsible for verifying the fairness of these disclosures.
We conducted our work in accordance with professional standards applicable
in France.
7.2.2. OTHER DISCLOSURES
We hereby attest that the Chairman’s report includes the other disclosures
required by Article L.225-37 of the French Commercial Code.
Orvault and Nantes, April 24, 2014
7.2.1. INFORMATION ON THE
INTERNAL CONTROL AND RISK
MANAGEMENT PROCEDURES
RELATING TO THE PREPARATION AND
PROCESSING OF ACCOUNTING AND
FINANCIAL INFORMATION
The Statutory auditors
French original signed by
RSM Secovec
Deloitte & Associés
Nicolas Perenchio
Thierry de Gennes
The professional standards require that we perform procedures to assess the
fairness of the information provided in the Chairman’s report in respect of the
internal control and risk management procedures relating to the preparation
and processing of the accounting and financial information. These procedures
consisted mainly in:
96
MANITOU GROUP
97
8.
THE FINANCIAL
STATEMENTS
PAGE
8.1 Consolidated financial
statements
91
8.2 Statutory
auditors’ report
on the consolidated
130
8.3 Parent company
131
8.4 Statutory
auditors’ report
150
CONSOLIDATED FINANCIAL STATEMENTS
8.1 THE FINANCIAL STATEMENTS
8.1.1 STATEMENTS OF COMPREHENSIVE INCOME
CONSOLIDATED INCOME STATEMENT
Sales
Cost of goods & services sold
Research & development costs
Selling, marketing and service expenses
Administrative expenses
Other operating income and expenses
RECURRING OPERATING INCOME
Impairment of assets
Other non-recurring income and expenses
OPERATING INCOME
Financial income
Financial expenses
Net financial expenses
Share of profits from associates
CONSOLIDATED INCOME (LOSS) BEFORE TAX
Income taxes
NET INCOME (LOSS)
Attributable to equity holders of the Parent
Attributable to minority interests
Note 18
Note 23
Note 19
Note 19
Note 24
Note 6
Note 17
31.12.2012
1,264,771
-1,087,093
-21,547
-73,043
-41,221
3,462
45,329
-20
1,028
46,337
7,806
-18,619
-10,813
1,369
36,893
8,673
45,566
45,369
196
31.12.2013
1,176,414
-1,013,655
-24,142
-72,938
-40,798
-3,650
21,231
-2,200
-2,596
16,435
4,072
-13,931
-9,860
1,593
8,169
-7,414
755
672
83
1.17
1.16
0.02
0.02
EARNINGS PER SHARE (IN EUROS)
Net income (loss) attributable to the equity holders of the Parent
Diluted earnings per share
MANITOU GROUP
101
8.1.2 STATEMENT OF FINANCIAL POSITION
OTHER COMPONENTS OF COMPREHENSIVE INCOME AND EXPENSE & COMPREHENSIVE
INCOME (LOSS) FOR THE YEAR
Adjustments in the fair value of available-for-sale financial assets
Of which booked to equity
Of which transferred to income of the year
Translation differences arising on foreign activities
Interest rates hedging instruments
Items that will be reclassified to profit or loss in subsequent periods
Actuarial gains (losses) on defined benefit plans
Attributable to equity holders of the parent
Items that will not be reclassified to profit or loss in subsequent periods
OTHER COMPONENTS OF COMPREHENSIVE INCOME
COMPREHENSIVE INCOME
ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT
ATTRIBUTABLE TO MINORITY INTERESTS
31.12.2012
45,566
-475
-475
31.12.2013
755
1,070
1,070
-11,358
-11,261
-96
1,013
1,013
0
-9,275
3,886
3,887
-1
3,886
-5,389
-4,634
-4,620
-14
-3,432
-3,431
-1
1,437
1,437
0
-2,470
-2,285
-2,284
-1
-2,285
-4,755
40,811
40,615
195
The other components of comprehensive income and loss are reported net of the associated taxes. The tax impact may be split as follows:
Items reclassified to comprehensive income
Items not reclassified to comprehensive income
Total tax impact
31.12.2012
-812
4,015
3,203
31.12.2013
-529
-2,134
-2,663
ASSETS
NON-CURRENT ASSETS
PROPERTY, PLANT AND EQUIPMENT
INVESTMENT PROPERTY
GOODWILL
INTANGIBLE ASSETS
INVESTMENTS IN ASSOCIATES
NON-CURRENT FINANCE CONTRACT RECEIVABLES
DEFERRED TAX ASSETS
NON-CURRENT FINANCIAL ASSETS
OTHER NON-CURRENT ASSETS
CURRENT ASSETS
INVENTORIES & WORK IN PROGRESS
TRADE RECEIVABLES
CURRENT FINANCE CONTRACT RECEIVABLES
OTHER RECEIVABLES
Current income tax
Other receivables
CURRENT FINANCIAL ASSETS
CASH AND CASH EQUIVALENTS
Notes
31.12.2012
Net amount
31.12.2013
Note 4
Note 3
Note 3
Note 6
Note 10
Note 17
Note 7
132,262
3,470
294
33,168
21,578
4,743
20,476
6,626
1,508
224,124
127,162
3,000
294
26,314
23,005
2,312
18,643
5,540
475
206,746
Note 8
Note 9
Note 10
313,686
224,462
9,515
330,840
221,519
3,340
27,845
32,194
3,416
21,908
633,026
857,150
10,046
24,896
1,462
34,601
626,704
833,450
31.12.2012
39,549
44,645
-9,280
328,835
-13,705
45,369
435,413
10
435,424
Net amount
31.12.2013
39,549
44,645
-9,393
362,744
-24,966
672
413,251
-33
413,218
41,739
1,241
88
34,068
2,477
1,257
Note 7
11,536
54,605
92,038
129,840
Note 14
Note 16
29,134
149,749
21,516
169,196
Note 17
Note 16
Note 7
2,067
69,255
116,916
367,121
857,150
774
70,352
28,556
290,392
833,450
Note 12
Note 7
Note 7
TOTAL ASSETS
LIABILITIES & EQUITY
Share capital
Share premiums
Treasury shares
Consolidated reserves
Translation differences
Net profit (loss) – Non-controlling interests’ share
SHAREHOLDERS’ EQUITY
MINORITY INTERESTS
TOTAL EQUITY
NON-CURRENT LIABILITIES
NON-CURRENT PROVISIONS
OTHER NON-CURRENT LIABILITIES
DEFERRED TAX LIABILITIES
NON-CURRENT FINANCIAL LIABILITIES
Loans and other financial liabilities
CURRENT LIABILITIES
CURRENT PROVISIONS
TRADE ACCOUNTS PAYABLE
OTHER CURRENT LIABILITIES
Current income tax
Other liabilities
CURRENT FINANCIAL LIABILITIES
TOTAL EQUITY AND LIABILITIES
102
Note 13
Note 14
Note 17
MANITOU GROUP
103
8.1.3 CONSOLIDATED SHAREHOLDERS’ EQUITY AT 31.12.2013
8.1.4 CASH FLOW STATEMENT AS AT 31.12.2013
CHANGES IN CONSOLIDATED SHAREHOLDER’S EQUITY
Share
Share Treasury
Capital Premiums
shares
Reserves
Group net Translation Revalua- TOTAL SHA- Minority
profit differences
tion REHOLDERS’ interests
surplus
EQUITY
(Group share)
TOTAL
EQUITY
39,549
44,645
-9,243
Income for the year 2011
305,160
35,124
Income 2012
35,124
-10,274
908
Change in translation differences
45,369
-3,431
1,756
Treasury shares
-37
Actuarial (gain) losses on employee benefits
Change in consolidation scope & other
39,549
44,645
-9,280
-11,975
-3,431
-1
-3,432
Income 2013
-13,705
908
672
Dividends
-17,652
Change in translation differences
-11,261
Valuation differences under IFRS
2,422
Treasury shares
-113
Actuarial (gain) losses on employee
benefits
Change in consolidation scope & other
44,645
-9,393
-7,019
-371
Provisions and impairment
-
Change in deferred taxes
+/-
951
-3,741
-2,338
Other
-2,285
-55
+/-
Change in other operating receivables
-84
+/-
Change in trade accounts payable
+/-
Change in other operating liabilities
+/-
Changes in taxes payable and receivable
+/-
Change in liabilities linked to finance contracts receivables
435,413
10
435,424
0
0
672
83
755
CASH FLOW FROM OPERATING ACTIVITIES
-17,652
-203
-17,855
Changes in cash flows from investing activities
-11,261
-96
-11,358
+
Proceeds from sale of property, plant and equipment
2,422
2,422
+
Proceeds from sale of long-term investments
-113
-113
-
Purchase of intangible assets, property, plant and equipment (excl. rental fleet)
-
Decrease (increase) of other financial assets
-
Acquisition of subsidiaries or minority interests
-117
-117
33
-84
140
140
-33
413,218
413,251
1,258
23,602
Note 8
-5,951
-25 470
Note 9
14,591
-3 589
Note 10
24,782
9 296
-900
7 208
-52,967
26 943
1,919
3 626
Changes in cash flows from operating activities
Change in finance contracts receivables
-1
766
37,686
EARNINGS BEFORE DEPRECIATION AND AMORTISATION
Change in trade receivables
3,886
908
-2,021
Change in capitalized leased machines
+/-
-1
-24,966
+/-
Note 17
Income (loss) from non-current asset disposal
+/-
3,887
672
-10,022
-21,094
-
-37
3,887
361,836
31,959
Amortisation and depreciation
-37
Shareholders’ agreements
39,549
29,600
+
Change in inventories
-55
-45,369
-1,593
+/-
-55
45,369
-1,369
1,756
-2,284
45,369
Less share of profits of associates
1,756
-2,284
327,927
45,565
-201
-84
Income for the year 2012
Balance at 31.12.2013
196
-11,774
Shareholders’ agreements
405,970
-35,124
-11,774
Valuation differences under IFRS
101
755
-
45,369
Dividends
405,869
31.12.2013
45,566
Elimination of income and expense with no effect on operating cash flow and not linked to operating activities
31.12.2012
INCOME (LOSS) FOR THE YEAR
-4,667
-4 662
-20,246
-6 086
-5,753
30 868
3,802
5 613
0
0
-22,780
-25 334
-1,964
-1 867
0
-82
-
Increase in capital of associates
-503
0
+
Dividends received from associates
0
0
CASH FLOW FROM INVESTING ACTIVITIES
-21,446
-21,670
Changes in cash flows from financing activities
+
Increase in capital
0
0
-
Decrease in capital
0
0
-11,975
-17,855
5
0
-
Dividends paid
+/-
Purchase / sale of treasury shares
+/-
Change in financial liabilities
+/-
Other
- 1,261
9,730
3,184
22,180
CASH FLOW FROM FINANCING ACTIVITIES
-10,047
14,056
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND BANK OVERDRAFTS
-37,247
23,253
34,216
-2,489
541
515
-2,489
21,279
3,416
1,462
Cash, cash equivalents and bank overdrafts at beginning of the year
Exchange gains (losses) on cash and bank overdrafts
CASH, CASH EQUIVALENTS, AND BANK OVERDRAFTS AT END OF THE YEAR
CURRENT FINANCIAL ASSETS (REMINDER)
Cash flow from financing activities includes the sale of a tax carry back asset of €M21.1.
104
MANITOU GROUP
105
8.1.5 INFORMATION ON OPERATING SEGMENTS
8.1.6 CONSOLIDATION SCOPE AT 31.12.2013
PARENT COMPANY
• Compact Equipment Division (CE): assembly and distribution of
compact equipment.
The Group is organized into three divisions:
• Rough Terrain Handling Division (RTH): assembly and distribution
of rough terrain handling equipment.
• Industrial Material Handling Division (IMH): assembly and
distribution of industrial handling and warehousing equipment.
MANITOU BF SA
430, rue de l'Aubinière
44150 ANCENIS, France
Assets, cash flows and liabilities are not allocated to the individual divisions,
as the operating segment information used by the Group’s management does
not include those items.
SUBSIDIARIES
100%
100%
INCOME STATEMENT BY DIVISION
Sales
Research and development costs
Other operating income and expense
Other non-recurring income and expense
OPERATING INCOME
RTH
Rough Terrain
Handling
IMH
Industrial
Material Handling
CE
Compact
Equipmentt
810,486
-705,194
-17,874
-48,002
-23,898
-3,439
12,080
-1,068
-3,108
7,904
123,797
-109,674
-2,352
-10,297
-4,620
-694
-3,841
-1,089
1,124
-3,806
242,131
-198,787
-3,916
-14,639
-12,280
483
12,992
-43
-612
12,337
RTH
Rough Terrain
Handling
IMH
Industrial
Material Handling
CE
Compact
Equipmentt
856,620
-741,377
-16,263
-48,703
-24,250
1,588
27,616
162,948
-140,925
-2,252
-11,885
-5,660
374
2,601
-20
1,071
3,652
245,203
-204,792
-3,033
-12,455
-11,311
1,500
15,112
-52
27,564
9
15,121
31.12.2013
Total
100%
100%
1,176,414
-1,013,655
-24,142
-72,938
-40,798
-3,650
21,231
-2,200
-2,596
16,435
99,4%
100%
FULLY CONSOLIDATED SUBSIDIARIES
Sales
Research and development costs
Other operating income and expense
OPERATING INCOME
99,5%
31.12.2012
Total
100%
100%
100%
100%
100%
100%
1,264,771
-1,087,093
-21,547
-73,043
-41,221
3,462
45,329
-20
1,028
46,337
100%
100%
86%
100%
100%
100%
SALES BY DIVISION AND GEOGRAPHIC REGION
106
RTH
IMH
CE
TOTAL
Southern Europe
307,521
77,791
7,605
392,917
Northern Europe
350,661
23,733
29,149
403,543
Americas
53,726
6,579
187,055
247,360
APAM
98,579
15,694
18,322
132,594
31.12.2013
Total
810,486
123,797
242,131
1 176 414
RTH
IMH
CE
TOTAL
Southern Europe
317,690
120,466
7,112
445,268
Northern Europe
360,000
22,870
33,273
416,144
Americas
58,050
5,477
186,152
249,679
APAM
120,880
14,135
18,665
153,680
31.12.2012
Total
856,620
162,948
245,203
1,264,771
ASSOCIATES
49%
49%
30,4%
50%
MANITOU AMERICAS Inc.
WEST BEND, Wisconsin, United States
100%
CHARIOTS ELEVATEURS MANITOU CANADA Inc.
Share capital 20 000 CAD
MONTREAL, Canada
MANITOU BRASIL MANIPULACAO de CARGAS LTDA.
Share capital 2 541 000 BRL
SAO PAULO, Brazil
COMPAGNIE FRANCAISE DE MANUTENTION
510, bd Pierre et Marie Curie - 44150 ANCENIS, France
MANITOU ITALIA SRL
CASTELFRANCO EMILIA, Italy
MANITOU UK Ltd.
VERWOOD, United Kingdoom
MANITOU BENELUX SA
PERWEZ, Belgium
MANITOU INTERFACE and LOGISTICS EUROPE
PERWEZ, Belgium
MANITOU DEUTSCHLAND GmbH
OBER - MÖRLEN, Germany
MANITOU PORTUGAL SA
VILLA FRANCA, Portugal
MANITOU MANUTENCION ESPANA SL
MADRID, Spain
MANITOU VOSTOK LLC
Share capital 350 000 RUB
BELGOROD, Russia
MANITOU POLSKA Sp z.o.o.
Share capital 200 000 PLN
RASZYN, Poland
MANITOU NORDICS SIA
Share capital 170 000 LVL
RIGA, Latvia
GEHL POWER PRODUCTS, Inc
Share capital 100 USD
YANKTON, South-Dakota, United States
0,5%
100%
PLEDGEMEAD
VERWOOD, United Kingdom
57,0%
EPL CENTRO
POMBAL, Portugal
MANITOU SOUTHERN AFRICA PTY Ltd.
Share capital 796 875 ZAR
SPARTAN EXTENSION, South Africa
MANITOU AUSTRALIA PTY Ltd.
Share capital 400 000 AUD
ALEXANDRIA, Australia
MANITOU ASIA PTE Ltd.
Share capital 400 000 SGD
SINGAPORE
MANITOU SOUTH ASIA PTE Ltd.
Share capital 9 400 000 INR
GURGAON, India
MANITOU CHINA Co Ltd.
HANGZHOU, China
MANITOU FINANCE FRANCE SAS
PUTEAUX, France
MANITOU FINANCE Ltd.
Share capital 2 870 000 GBP
BASINGSTOKE, United Kingdom
ALGOMAT
Share capital 20 000 000 DZD
ALGER , Algeria
HANGZHOU MANITOU MACHINERY EQUIPMENT Co Ltd.
HANGZHOU, China
The percentages shown are percentages for both capital and voting rights which are equivalent.
MANITOU GROUP
107
8.1.7 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AT 31.12.2013
GENERAL INFORMATION
COMPANY IDENTITY
Manitou BF SA is a French corporation (société anonyme) with a Board of
directors under French law with capital of 39,548,949 euros consisting of
39,548,949 fully paid shares with a par value of 1 per share. The shares,
which had previously been listed in compartment “A”, have been listed in
compartment “B” of the NYSE Euronext Paris since January 21, 2009.
FINANCIAL INFORMATION RELATED TO THE
CLOSING
The Manitou Group’s consolidated financial statements were approved by the
Board of directors on 10.03.2014.
CHANGES IN THE CONSOLIDATION SCOPE
The parent company’s headquarters address, which is also the group’s main
production site, is:
During the 2013 period, the group continued the simplification of its structure:
430 rue de l’Aubinière - BP 10249 - 44158 - Ancenis Cedex France.
– Compact Equipment Attachments, Inc. (CEA) was absorbed by its parent
company, Manitou Americas,
The company is registered in the Corporate and Trade Registry in Nantes
under the following number:
– Manitou BF proceeded with the repurchase of minority interests in Manitou
Benelux which is now 100% owned by the group.
857 802 508 RCS Nantes - SIRET: 857 802 508 00047 – APE Code: 292
D - NAF Code: 2822Z.
As all of the existing joint ventures within the Manitou group are consolidated
using the equity method, the application of IFRS 11 will have no impact on
the group’s financial statements.
DEFINITION OF THE MAIN LINE ITEMS OF THE INCOME STATEMENT
BY FUNCTION
NOTE 1.2 - – MAIN VALUATION PRINCIPLES USED FOR
THE PREPARATION OF FINANCIAL STATEMENTS
Sales mainly consist of the sales of new handling equipment assembled
within the group or acquired from third parties, of spare parts and
attachments accessories, of sub-contracts for industrial forklift truck
masts, of equipment rentals, of equipment park management services and
of other miscellaneous services.
The consolidated financial statements have been prepared under the
historical-cost principle with the exception of certain asset and liability
categories which have been valued at fair value in accordance with the rules
laid out by IFRS. The asset and liability categories concerned are specified
in the notes below.
The preparation of financial statements in accordance with IFRS requires
the use of estimates and assumptions that affect the accounting value of
certain assets and liabilities, certain income and expense items, as well as
certain information provided in the notes to the financial statements. Manitou
regularly reviews the estimates and assumptions to take into account past
experience and other factors that may influence the amounts reported in
the financial statements. The Audit committee was also required to exercise
judgment in the application of the group’s accounting methods.
The main financial statement items placing reliance upon estimates and
judgments are the following:
– the recoverable value of intangible and tangible assets as well as their
expected useful life (see notes 1.7 to 1.9),
INFORMATION ON SHARES AND SHARE
CAPITAL
– provisions, especially provisions for warranties and provisions for litigation
(see note 1.17),
The shares are listed in compartment «B» of Euronext Paris. The number
of shares which were floating at 31.12.2013 amounted to 13,671,707,
representing 34.57% of the share capital.
– employee benefits (see note 1.18),
– the valuation of stock options (see note 1.16),
NOTE 1 - ACCOUNTING PRINCIPLES
NOTE 1.1 - STANDARDS AND INTERPRETATIONS APPLIED
The financial statements of the Manitou group at 31.12.2013 were prepared
according to IFRS as adopted by the European Union at the closing date.
NEW STANDARDS FOR WHICH APPLICATION WAS REQUIRED FOR THE
2013 FINANCIAL STATEMENTS
– the treatment of agreements with minority shareholders (see note 1.12),
– the fair value of receivables from sales financing (see note 1.11)
Within the other items included in comprehensive income, the group also
differentiates between recyclable and non recyclable items in accordance
with the amendment made to IAS 1 (06/2011) effective as of 01.01.2013.
The other standards required on January 1, 2013 have no impact on the
group’s financial statements.
The group applied IAS19 revised, «Employee Benefits», for the first time at
31.12.2013, a retrospective application standard The balance sheet and
income statement at 31.12.2013 included in this report have been restated
with the impact of the application of that standard.
All of the IFRS references issued by the IASB and IFRIC for which application
was required in the fiscal year beginning January 1, 2013 are the same as
those adopted by the European Union and for which application was required
in the European Union, with the exception of:
– IAS 39, which the European Union only partially adopted,
The main changes brought about by the revision of IAS 19 are as follows:
– IFRS 10, 11, 12 and the amendments to IAS 27, 28 and 31, for which the
European Union has postponed the required application to January 1, 2014,
for which the early application is possible.
– All actuarial gains and losses are recognized immediately in other
comprehensive income; the group having opted for that accounting treatment
since 2007. This change has no impact on the financial statements;
– Amendments and reductions in the plan are now treated the same as the
cost of past services and recognized immediately against income;
– The modification of the calculation of interest income generated by the
plan’s assets which is now based on the discount rate.
The main impacts on the financial statements at 31.12.2012 correspond
to the immediate recording of amendments and reduction in the 2010 and
2011 French and American plans as well as the modification in the rules for
calculating interest income:
– Shareholders’ equity (€1.2 million)
– Provisions +€1.8 million
– Income before taxes (€0.9 million) at 31.12.2012
These impacts are detailed in note 15 to the consolidated financial statements.
108
NEW TEXTS ADOPTED BY THE EUROPEAN UNION APPLICABLE IN
ADVANCE
The Manitou group did not apply any standards, amendments or
interpretations published in the Official Journal of the European Union at
31.12.2013 for which the application was not required in 2013.
Impact of the application of IFRS 10 and IFRS 11 as of January 1,
2014.
IFRS 11 defines the notions of joint operations and joint ventures. Partnerships
which qualify as joint operations will be accounted for based on the level of
the proportion of assets, liabilities, income and expenses controlled by the
group. Partnerships which qualify as joint ventures will be consolidated using
the equity method as they only provide control over the net assets.
IFRS 10 redefines the notion of exclusive control on the basis of substantive
rights.
– deferred tax assets (see not 1.19).
NOTE 1.3 - CONSOLIDATION METHODS
Manitou BF and the companies in which it has sole control, either directly or
indirectly (the subsidiaries), are fully consolidated.
Companies, in which Manitou BF, either directly or indirectly, exercises
significant influence (affiliates), are accounted for using the equity method.
The Manitou group also opted for the use of the equity method in accounting
for its joint ventures.
With the exception of Manitou Finance Ltd, Manitou Finance France SAS,
Algomat and Hangzhou Manitou Machinery Equipment Co Ltd, which were
reported using the equity method, all companies were fully consolidated.
All the companies were consolidated on the basis of financial statements
closed at 31.12.2013.
Manitou has no special purpose entities. Moreover, no deconsolidation was
performed in the year 2013 or in the prior year periods.
Sales
Cost of goods and services sold
The cost of sales consists of the cost of goods and services sold which
includes the cost of materials and components, labour directly attributable
to the goods or services, as well as all related operating costs for the
production and logistics activities. The depreciation and amortization of
intangibles, equipment and materials allocated to production activities,
the costs of contractual guarantees and provisions for the impairment of
inventories are also included in the cost of sales.
Gross margin
Gross margin on cost of sales is the difference between sales and the cost
of sales.
Research & development expenses
Research and development expense consists of personnel expenses for
persons assigned to the innovation, development, design, prototyping and
improvement of products. The businesses frequently use external services
as well as dedicated equipment and materials for which the depreciation is
allocated to the function.
Research and development activities that meet the criteria of feasibility
and innovation can be capitalized as an intangible asset and subsequently
amortized as a cost of sales. Expenses not meeting the capitalization criteria
are recorded directly as expenses.
Sales and marketing expenses
Selling expenses consist primarily of personnel expenses and costs related
to missions assigned to sales development, coordination of dealer networks,
marketing and technical services. Sales commissions, advertising expense,
trade shows, insurance expense, sales guarantees, travel expenses and the
amortization of associated infrastructure are also included on this line item.
Administrative expenses mainly consist of personnel expense and the costs
associated with the support functions (Human Resources, Finance, General
Secretary, etc ..). The amortization of the infrastructure associated with
these functions is also included.
Non-recurring income / expenses
The non-recurring income and expenses include the following items:
– any impairment recorded,
– restructuring costs,
– other transactions on consolidated shares.
Operating income
NOTE 1.4 - FINANCIAL STATEMENT PRESENTATION:
INCOME STATEMENT BY FUNCTION
Operating income includes all recurring and non-recurring items described
in the prior section.
The presentation of the income statement by function has the objective of:
– rendering the financial statements more easily readable and more familiar to
the operating staff,
NOTE 1.5 - CONVERSION METHOD ON FOREIGN
OPERATIONS AND CURRENCY TRANSACTIONS
– using a single indicator for performance measurement,
CONVERSION OF FINANCIAL STATEMENTS AND CURRENCIES
– rendering financial information more accessible to international managers and
investors.
The financial statements of group companies whose functional currency is
different from the reporting currency are translated as follows:
MANITOU GROUP
109
- assets and liabilities: the closing exchange rate on the balance sheet date,
- income and expenses in the income statement: average exchange rates
for the period.
All exchange differences arising from those methods are recorded as a
separate line item within shareholders’ equity.
Upon consolidation, exchange differences arising from net investments in
foreign operations are recorded directly in shareholders’ equity. When a
foreign operation is divested, any such exchange differences are recognized
in the income statement as a profit or loss on disposal.
Goodwill and fair value adjustments arising on the acquisition of a foreign
operation are treated as assets and liabilities of the foreign operation and
translated at the closing exchange rate.
No company within the Manitou group operates in a hyperinflationary
economy.
TRANSLATION OF FOREIGN CURRENCY TRANSACTIONS
Transactions denominated in a currency other than the functional currency
are translated using the exchange rate prevailing on the transaction date.
At the balance sheet date, receivables and debt denominated in a currency
other than the functional currency are translated using the closing exchange
rates. Exchange differences thus recognized are recorded in the income
statement (with the exception of differences in financial assets available for
sale and in the net investment in a foreign company).
The amounts recognized in the income statement are recorded:
– as financial income for translation differences relating to financial
transactions,
– as other income or expense within operating income for the other
translation differences.
Those costs primarily include personnel costs assigned to the project,
the portion of overhead dedicated to the development activity, the cost of
external studies and the cost of creating prototypes.
equipment;
Development costs incurred between the decision to begin development,
the manufacturing of the new equipment, the testing phase and the preseries production phase of that material are recorded as intangible assets.
Amortization of the asset begins when development is complete and the
asset is ready to be put into service.
– office equipment and computers: between 3 and 5 years depending on
the type of equipment;
Costs incurred in connection with the implementation of an integrated
information system (ERP) are recorded as an asset with respect to the part
relating to the detailed design, programming, testing and documentation
if it’s likely that the future economic benefits attributable to the asset will
flow to the entity and the cost of the asset can be measured and reliably
monitored.
Costs related to prior studies, the functional analysis phase and user
training are recognized as expenses in the period.
SUBSEQUENT VALUATION IAS 38 provides an opportunity to reassess all
or part of the property after the date of transition. The group has decided
not to pursue that option.
DEPRECIATION is calculated according to the estimated useful lives of
the various asset categories and using the linear method. The depreciable
amount is the difference between the cost of the asset and its residual
value which is considered to be zero for all depreciable assets.
The main depreciation periods are as follows:
– goodwill: 5 years,
– patents: 5 years,
– software: 3 years,
– complex information systems - ERP: 7 years,
NOTE 1.6 - BUSINESS COMBINATIONS AND GOODWILL
– development costs: 5 years
Identifiable assets acquired and identifiable liabilities and contingent liabilities
assumed in a business combination are measured initially at their fair value
at the acquisition date in accordance with the recommendations of Revised
IFRS 3.
The excess of purchase price over the fair value of the share of assets acquired
and liabilities assumed is recorded as goodwill.
INITIAL RECORDING
Goodwill recorded is not amortized, but tested for impairment at least once a
year and whenever evidence of impairment exists (see note 1.9).
Regarding the per component approach, the principles currently applied
are as follows:
Goodwill arising from the acquisition of affiliates is included in the value of those
investments on the balance sheet.
– With respect to buildings, the «construction» portion itself (structure) and
the portion «installations» (walls, electricity, compressed air systems, etc.)
are subject to various depreciation periods (20 to 30 years for buildings
and 10 years for installations).
NOTE 1.7 - INTANGIBLE ASSETS
THE DEVELOPMENT COSTS are recorded as an asset when all the
following criteria have been met:
– The product or process is clearly defined and the costs attributable to
the product or process can be separately identified and reliably measured;
– The product or process is new or represents a significant improvement
to an existing product or process;
– The technical feasibility of producing the product or process can be
demonstrated;
– The company intends to produce and market or use the product or
process;
– There is a market for the product or process or, in case of internal use,
its usefulness to the enterprise can be demonstrated;
– Sufficient resources exist and are available.
110
NOTE 1.8 - PROPERTY, PLANT AND EQUIPMENT
The gross value of fixed assets is the historical cost of acquisition or
production.
– Regarding industrial equipment and other tangible assets with a high
unit value (greater than €50K), depending on the nature of the components
and the rate of their wear and tear, components for which the unit value
exceeds 15% of the total value of the asset are also separated, in order to
apply different depreciation periods.
DEPRECIATION is calculated according to the estimated useful lives of
the various asset categories and using the linear method. The depreciable
amount is the difference between the cost of the asset and its residual
value which is considered to be zero for all depreciable assets.
The principal estimated useful lives are as follows:
– buildings: between 20 and 30 years depending on the quality of the
buildings constructed;
– improvements to land and buildings: 10 years;
– industrial equipment: between 3 and 7 years depending on the type of
– industrial tooling and molds: 3 years;
– vehicles: 4 years for passenger cars, 5 years for large utility vehicles;
– office furniture: 10 years.
EQUIPMENT RENTED OR PROVIDED FOR RENTAL
– Equipment subject to financing leases for the benefit of group companies
has been capitalized when the unit value is greater than €15K.
– Equipment subject to financing leases for the benefit of customers is not
capitalized, whether related to previously capitalized equipment, financing
leases (back-to-back leasing) or rental (back-to-back rental). Those assets
are reported as receivables at an amount equal to the net investment in
the leasing contract.
– Equipment subject to simple rental contracts to the benefit of customers
is capitalized in the appropriate asset category.
NOTE 1.9 - IMPAIRMENT OF ASSETS
Assets, for which the expected useful life is not defined, for example
goodwill, are not amortized and are tested annually for impairment. Amortized
assets are reviewed at each balance sheet date to identify any evidence
of impairment.
Whenever any evidence of internal or external impairment exists, the
recoverable value of the asset group concerned (Cash Generating Unit), is
evaluated. The Cash Generating Units correspond to coherent subsets that
generate independent cash flows.
At the Manitou group level, the main cash-generating units identified
correspond to the production and marketing of handling equipment, the
manufacturing of masts, the marketing of spare parts and attachments,
as well as the financing for sales of handling equipment to end-users. The
Cash Generating Units (or CGU) are integrated into the operating segments
defined by the group.
The recoverable amount of an asset or group of assets is its fair value less
disposal costs or its expected useful value, whichever is greater. The expected
useful value is the discounted expected cash flow from the use of the Cash
Generating Unit under consideration.
The estimated cash flows are derived from five year plans approved by group
management. The assumptions underlying the establishment of those plans
include the developments in the markets within which the Cash Generating
Units operate, the trends in the selling prices of the products, and the trends
in the purchase prices of material and components. The discount rate is the
weighted average cost of capital established by the group. That rate was
calculated to be 11.05% for the 2013 period, however may be supplemented
with a risk premium in markets outside Europe and the United States.
When the recoverable value is less than the net book value of the CGU
under consideration, an impairment loss is recorded against non-recurring
operating income and as a decrease in the value of the asset or asset
group concerned.
NOTE 1.10 - VALUATION
AND WRITE-OFF OF INVENTORIES
The methods adopted for the valuation of inventory and the calculation of
inventory write-offs are in accordance with IAS 2. Inventories are valued
on the following basis:
– merchandise goods: valued at their weighted average cost,
– raw materials: valued at their weighted average cost,
– semi-finished products, work-in-process and finished products: valued
at production cost (raw materials at actual cost, machinery and labour at
actual cost).
Work-in-process and finished goods are valued on the basis of a standard
volume of activity.
In addition, provisions for the impairment of inventories were recorded
when the net realizable value of goods and merchandise is less than their
cost.
NOTE 1.11 - VALUATION AND RECORDING OF
FINANCIAL ASSETS
1.11.1 - RECEIVABLES ON SALES FINANCING
Receivables from sales financing are valued at their discounted value using
the effective interest rate method. If objective evidence of impairment
exists, a write-off for impairment is recorded. The loss amount is recorded
in the income statement.
1.11.2 - SECURITIES AVAILABLE FOR SALE
Minority equity investments in companies that are not controlled, or for
which significant influence does not exist, are classified as «available-forsale». Those securities are valued at their fair value at the balance sheet
date and changes in fair value are recognized in consolidated reserves.
An impairment loss is recognized in the income statement when there is
objective evidence of impairment. A significant or prolonged decrease in
the fair value of securities held, below their cost, is objective evidence of
impairment.
1.11.3 - CASH AND CASH EQUIVALENTS
The item «Cash and cash equivalents» includes cash and current bank
accounts as well as investments which are transferable or available for sale
in the short term. All items are valued at their fair value against income.
1.11.4 - SHORT-TERM FINANCIAL ASSETS
Short-term financial assets are valued at their fair value against income.
NOTE 1.12 - VALUATION AND RECORDING
OF FINANCIAL LIABILITIES
1.12.1 - BORROWINGS AND OTHER FINANCIAL LIABILITIES
Borrowings are initially recognized at their fair value, net of directly
attributable transaction costs. At the end of each closing period, these
loans are valued and amortized at cost using the effective interest rate
method. Financial expenses therefore include interest expense and other
costs incurred which are spread over the life of the loan.
1.12.2 - VALUATION OF SHAREHOLDER AGREEMENTS
(MINORITY PUT OPTIONS)
Manitou BF SA concluded shareholder pacts defining the terms for the
repurchase of shares held by minority shareholders of fully consolidated
subsidiaries. In the absence of a specific standard or interpretation, the
fair value of the commitment to minority shareholders is recognized as a
financial liability by deduction from minority interests and, for the portion
exceeding the value of the minority interests, against the group portion of
shareholders’ equity.
The change in the financial liability related to the change in the fair value of
the commitment to minority shareholders from one period to another is also
recorded as a financial liability by deduction from minority interests and, for
the portion exceeding the value of the minority interests, against the group
portion of shareholders’ equity.
MANITOU GROUP
111
NOTE 1.13 – PRINCIPLES OF VALUATIONS AT FAIR VALUE
The fair value of all financial assets and liabilities is determined at the end of
either the recording date or at the closing date of disclosure in the notes to
the financial statements (see note 7).
Fair value is determined:
– either based on market prices on an active market (level 1);
– or based on internal valuation methods using standard mathematical
calculations which include available market data (forward contracts, yield
curves, ...) and for which the valuations are adjusted to reflect the trend in
the group or counterparty risks (level 2);
– or, from internal valuation techniques which, in the absence of observable
inputs, integrate parameters estimated by the group (Level 3).
NOTE 1.14 -DERIVATIVE FINANCIAL INSTRUMENTS
AND HEDGING
1.14.1 - VALUATION
Derivative instruments are initially recorded at their fair value at the derivative
contract closing date. They are subsequently revalued at their fair value at
each closing date.
The fair value of foreign exchange options and forward contracts is estimated
based on market conditions. Those related to interest rate derivatives reflect
amounts the group would receive or pay to settle contracts outstanding as
of the closing date.
NOTE 1.15 - TREASURY SHARES
Treasury shares held by the group are recorded at their purchase price
against shareholders’ equity, regardless of their future attribution (IAS 32).
The Group has put in place a number of employee benefit plans, defined
contribution or defined benefit plans.
When securities are sold, the sale price is recorded directly to the
shareholders’ equity of the group. The related cash receipt is recorded in
assets as cash and cash equivalents. No gain or loss is therefore recorded in
the income statement.
– The defined contribution plans are post-employment benefit plans
under which the Manitou group pays contributions to an independent entity.
In this case, the group is not bound by any legal or implicit requirement
which forces it to make additional contributions in the event that the
assets are not sufficient to pay the benefits due for services rendered. The
contributions are accounted for as an expense when they are due.
NOTE 1.16 - SHARE PURCHASE OPTIONS
MANITOU BF SHARE PURCHASE OPTIONS
In accordance with IFRS 2, share purchase options granted to employees and
officers of the group after November 7, 2002 have been valued at their fair
value at the grant date, defined as the date on which the Board of directors (or
the Executive board for years prior to 2009) agrees to grant the options to the
employees or officers concerned. The share purchase options were valued
using a binomial model based on the following assumptions measured at the
grant date of each plan:
– exercise price,
As of the beginning of the transaction, the group documents the relationship
between the hedging instrument and the hedged item, as well as its hedging
policy. The group also documents its assessment of the highly effective
nature of the hedging relationship at the beginning of each transaction and
the end of each accounting period, prospectively and retrospectively.
– The liabilities arising from defined benefit plans and their costs are
calculated according to IAS 19 using the projected unit credit method.
Liabilities for benefits provided are valued taking into account the
demographic and economic assumptions specific to each concerned entity.
They are discounted to their present value using a discount rate based on
the highest quality bonds. The various categories of defined benefit plans
present within the Manitou group and the main assumptions used are
detailed in Note 15 of the Notes to the consolidated financial statements.
Actuarial gains and losses generated by changes in assumptions were
recorded in reserves at 31.12.2013.
– share price at grant date,
– estimated life,
– the risk free rates corresponding to the expected life of options (long-term
zero coupon government bonds),
– estimated volatility,
– dividend rate per share.
1.14.2 - DOCUMENTATION
NOTE 1.18 - POST-EMPLOYMENT BENEFITS
These assumptions are described in Note 13.4 of the consolidated financial
statements.
The fair value thus determined is taken into account on a linear basis over
the vesting period (4 years).
No new attribution was made during the period.
The net expense for the full-year period is the sum of several components: the
costs of services rendered, the cost related to unwinding their capitalization,
the expected return on plan assets and, if applicable, the cost of past services.
NOTE 1.19 - TAXES
In accordance with IAS 12 «Income Taxes», deferred tax is recognized on
all temporary differences between the book value of assets and liabilities
and their fiscal value, according to the liability method. Deferred tax assets
and liabilities are systematically recorded. Deferred tax assets are written-off
depending upon the probability of their future use.
Within the same tax entity, the deferred tax assets and liabilities are offset,
since it has the right to offset its current tax assets and liabilities payable.
1.14.3 - ACCOUNTING TREATMENT
The method of recognizing the gain or loss related to the revaluation at
fair value depends on whether the derivative is designated as a hedging
instrument and, if so, the nature of the hedged item.
All derivatives used by the group are designated as hedges on future cash
flows. Therefore:
Accounting for hedge transactions
– The effective portion of changes in the fair value of derivatives satisfying
the criteria for cash flow hedging instruments is recorded in equity. Amounts
accumulated in equity are recorded in the income statement when the
hedged item impacts earnings.
– The ineffective portion of changes in fair value is recorded directly in the
income statement.
Classification in the income statement
– Gains or losses relating to the ineffective or the effective portion of foreign
exchange hedging transactions are recorded in the income statement
as «Other operating income and expenses» (hedging on cash flows from
operations).
– Gains or losses relating to the ineffective or effective portion resulting from
swaps or interest rate caps are recorded in the income statement as financial
gains or losses.
112
NOTE 1.17 - PROVISIONS
In accordance with IAS 37 «Provisions, Contingent Liabilities and Contingent
Assets», a provision is recognized when the group has a liability to a third
party and it is probable or certain that it will require the removal of assets to
the benefit of that third party without any consideration, or for consideration
less than equivalent thereof.
In addition, the group considered the French CVAE, (Business Contribution on
Value Added) had characteristics similar to certain other foreign taxes such
as the Italian IRAP, which was already analysed by the issuers concerned as
falling within the scope of IAS 12. In accordance with IAS 12, the total amount
of current and deferred expense related to the CVAE is reported on the line
item «taxes» in the income statement.
WARRANTIES
NOTE 1.20 - ACCOUNTING TREATMENT FOR GRANTS
A provision is created to cover the estimated cost of warranties on machinery
and spare parts at the time they are sold to either the sales networks or to
end customers. It covers the contractual warranty as well as any potential
extension, either following assessment or on a case by case basis. The
provision is based on projections of historical statistical data.
Government grants are recorded when there is reasonable assurance that
they will be received and that the group will be able to comply with the
conditions of the grant.
A provision may also be recorded within the framework of a recall of specific
equipment to resolve a significant or dangerous malfunction. In that case, the
provision is calculated by applying the unit cost of upgrading the machinery
concerned.
RESTRUCTURING MEASURES / SEVERANCE INDEMNITIES
The estimated costs of restructuring measures and severance indemnities are
recognized and recorded as a provision when they have been documented
in a detailed plan and announced or the implementation thereof has been
launched.
IMH Division (Industrial Material Handling): The assembly and distribution
of industrial handling and warehousing equipment.
CE Division (Compact Equipment): The assembly and distribution of
compact equipment (equipment assembled by Manitou Americas).
In accordance with IFRS 8, the information by operating segments is prepared
on the basis of the operational reports submitted to the group’s management.
This information is prepared in accordance with the IFRS applicable to
consolidated financial statements.
They include the following items:
- sales,
- operating income,
which are the performance indicators used by the divisions.
NOTE 1.22 - INCOME FROM ORDINARY ACTIVITIES
Sales amount to all proceeds from the sales of the group’s products as well
as various proceeds from trading activities and services associated with
sales. The amount is reported net of value added taxes, discounts, returns
and allowances and after the elimination of intercompany sales.
Product sales are recorded when the risks and benefits associated with the
products are transferred to the buyer, that is to say, when they are made
available to the distribution network with respect to independent dealers, or,
at the time of delivery to the end customer in the case of a direct sale. The
margin is recognized immediately.
NOTE 1.23 - CALCULATION OF EARNINGS PER SHARE
Earnings per share are calculated by dividing the net profit for the year
attributable to ordinary shareholders by the weighted average number of
ordinary shares outstanding during the period. For the calculation of diluted
earnings per share, the profit attributable to ordinary shareholders of Manitou
BF and the weighted average number of shares outstanding are adjusted for
the effects of all potentially diluting ordinary shares.
Grants related to depreciable assets are initially recorded as a liability in the
balance sheet and reported in the income statement as amortized over the
life of the related assets.
The research tax credit is recorded as income in the grant period.
NOTE 1.21 - SEGMENT INFORMATION
The Group is organised around three operating divisions:
RTH Division (Rough Terrain Handling): The assembly and distribution of
rough terrain handling equipment.
MANITOU GROUP
113
NOTE 2 - CHANGES IN CONSOLIDATION SCOPE
During the 2013 period, the group continued the simplification of its structure:
- Compact Equipment Attachments, Inc. (CEA) was absorbed by its parent company,
Manitou Americas,
NOTE 4 - PROPERTY, PLANT AND EQUIPMENT
NOTE 3.1 - CHANGE IN NET BOOK VALUE
31.12.2012
Additions
Removals
Changes in
scope & other
61,420
Development costs
35,992
Trademarks
24,253
Purchases
87
Disposal
Changes in
scope & other
97
Translation
differences.
-200
31.12.2013
23,820
Buildings
125,839
9,388
-1,373
1,838
-1,724
133,969
Plant and equipment
135,753
5,299
-2,422
3,042
-1,292
140,380
58,737
4,629
-1,297
-4,179
-907
56,982
2,096
3,297
-4,954
-27
412
346,260
22,700
-4,156
-4,149
355,563
Gross amount
31.12.2012
23,836
Land
NOTE 3 - GOODWILL AND INTANGIBLE ASSETS
Goodwill
Gross amount
- Manitou BF proceeded with the repurchase of minority interests in Manitou
Benelux which is now 100% owned by the group.
2,590
-1,098
Translation
differences
31.12.2013
-2,826
58,594
-294
37,190
-1,050
23,204
Total
59,443
1,764
-940
-1,135
59,133
119,689
4,355
-2,038
-2,479
119,526
Depreciation and impairment
Land
Buildings
Plant and equipment
Amortization and impairment
Goodwill
31.12.2012
Increases
Decreases
Changes in
scope & other
-61,126
Development costs
-15,710
Trademarks
-24,253
-6,189
1,098
31.12.2012
-5,549
Increases
-393
Decreases
Changes in
scope & other
Translation
differences.
25
31.12.2013
-5,917
-62,217
-5,738
630
42
452
-66,831
-105,782
-11,074
2,418
168
864
-113,406
-40,451
-6,274
1,265
2,550
663
-42,246
-213,998
-23,479
4,313
2,760
2,004
-228,400
Translation
differences
31.12.2013
2,826
-58,300
69
-20,732
1,050
-23,204
Total
Net amount
-46,558
-4,048
237
1,093
-49,277
Land
-86,521
-10,238
1,335
2,212
-93,212
Buildings
63,622
67,138
Plant and equipment
29,971
26,974
18,285
14,736
2,096
412
132,262
127,162
Net amount
Goodwill
31.12.2012
31.12.2013
294
294
20,283
16,458
12,885
9,856
33,168
26,314
Development costs
Trademarks
As a reminder, impairment losses on intangible assets excluding goodwill at 31.12.2013 were as follows:
Development costs
31.12.2013
-1,114
Trademarks
-23,204
-22,543
-46,861
NOTE 3.2 - DETAIL OF NET GOODWILL AT YEAR END
Net amount
Manitou Portugal SA
31.12.2012
31.12.2013
71
71
174
174
Other
49
49
Total
294
294
Manitou Italy (ex OMCI)
NOTE 3.3 - IMPAIRMENT OF GOODWILL
The primary criteria used in preparing impairment tests are described in Note 5.
31.12.2012
18,287
31.12.2013
17,903
Total
Investments in 2013 amounted to €22.7 million compared to €20.2 million in 2012. They consisted of €12.8 million of infrastructure (of which €7.6 million for
the purchase of a previously rented building which houses the subsidiary in Singapore), €5.3 million of industrial tooling, €2.3 million of rental fleet equipment
and, finally, €2.3 million for other projects.
NOTE 5 - IMPAIRMENT OF TANGIBLE
AND INTANGIBLE ASSETS
The main investments in intangible assets in 2013 were related to development costs of €2.6 million and information systems of €1.6 million.
Write-offs related to impairment losses on developments in process were recorded in 2013 for the amount of €2 million (see Note 5).
114
-5,092
The Group performed impairment tests at December 31, 2013 that did not
lead to additional write-offs for impairment nor the reversal of impairment at
December 31, 2013.
IMPAIRMENT TESTING OF THE CGU “COMPACT EQUIPMENT”
The net value of the Cash Generating Unit “Compact Equipment” at December
31, 2013 was compared to probable future cash flows. In cases where
the amount recoverable was below the net asset value of the CGU under
review, an impairment loss was recorded against operating income and as
a decrease of the asset value or the value of the group of assets concerned.
When the recoverable amount represented by the future cash flows was
below the fair value of the assets or the groups of asset concerned, they
were maintained at their fair value. In assessing the fair value of tangible
assets, the group places reliance upon internal and external estimates.
As stated in note 1.9, the following criteria were used to determine the most
likely future cash flows:
- the discount rate used was the weighted average cost of capital, which was
equal to 11.05% at 31.12.2013 versus 10.25% at 31.12.2012;
- the perpetual growth rate is 1% as of the sixth year;
- the margin rate on the cost of sales for the CGU over the long-term is
similar to the 2013 margin rate (+0.3% in the last year of the plan).
The main assumptions used for determining the weighted average cost of
capital are the following:
31.12.2013
31.12.2012 (reminder)
Risk free rate
2.33%
2.13%
Risk premium
7.11%
6.93%
Targeted tax rate
34.4%
34.4%
Euribor 6M + 200bps
Euribor 3M + 250bps
Pre-tax cost of debt
The cash flow calculated on this basis amounted to €121 million or nearly the total net value of the CGU.
MANITOU GROUP
115
The sensitivity of cash flows to changes in the assumptions related to the discount and growth rates is provided in the table below:
NOTE 7 - FINANCIAL INSTRUMENTS
Impact on cash flows (M€)
Discount rate on cash flow +0.5%
NOTE 7.1 - RECONCILIATION OF BALANCE SHEET LINE ITEMS - ASSETS
31.12.2013
-5.7
Perpetual growth rate -0.5%
-1.3
Operating income rate of ending value -0.5%
-6.0
As the amount of the depreciation recorded was limited to the fair value of the assets that make up the UGT, changes in related assumptions would have no impact
on the depreciation.
The Group also recorded a write-off for impairment of €2 million in capitalized research and development costs for projects which have since been abandoned or
for which future cash flows are insufficient to justify maintaining assets.
Non-current financial assets (Note 7.3)
Securities
available for sale
377
Loans and
receivables
Fair value reported through the
income statement
5,163
Total
5,540
53
1,409
1,462
34,601
34,601
Current financial liabilities (Note 7.4)
Cash and cash equivalents (Note 7.5)
Receivables on financing granted to end customers - non-current
portion (Note 10)
2,312
Other non-current assets
Accounts receivable (Note 9)
NOTE 6 - INVESTMENTS IN AFFILIATES
Receivables on financing granted to end customers - current portion
(Note 10)
NOTE 6.1 - CHANGES IN INVESTMENTS IN AFFILIATES
Manitou Finance France SAS
Manitou Finance Ltd.
Algomat
Hangzhou Manitou Machinery Equipment
Total
31.12.2012
16,119
Share of net
income
1,108
3,147
695
Other current receivables (Note 12)
Dividends
Change
237
Monetary inc.
31.12.2013
17,226
-53
3,788
-76
2,076
-209
21,578
1,593
-76
-10
151
-27
1,839
-91
23,005
Total
377
31.12.2013
1,108
Shareholders’ equity
31.12.2012
837
695
31.12.2013
4,655
538
Algomat
Total
31.12.2012
3,548
1,803
1,162
153
163
-209
-7
587
824
1,593
1,369
7,199
5,696
NOTE 6.3 - BREAKDOWN OF SIGNIFICANT ITEMS
31.12.2013
Sales
5,676
Net income
2,261
Balance
sheet total
144,755
Financing
3,618
1,418
113,714
7,731
49%
Production
3,365
-418
4,695
3,679
50%
Activity
Financing
Net assets
35,156
Share held
49%
31.12.2012
Activity
Financing
Sales
8,626
Net income
1,709
Balance
sheet total
161,274
Net assets
32,895
Share held
49%
Financing
2,764
1,099
84,994
6,422
49%
Production
2,959
-14
6,550
4,151
50%
116
3,340
3,340
24,896
24,896
41,173
294,145
Loans and
receivables
Fair value reported through the
income statement
2,418
Total
6,626
2,740
676
3,416
21,908
21,908
31.12.2012
Non-current financial assets (Note 7.3)
Securities
available for sale
4,208
Receivables on financing granted to end customers - non-current
portion (Note 10)
4,743
Other non-current assets
Accounts receivable (Note 9)
Receivables on financing granted to end customers - current portion
(Note 10)
Other current receivables (Note 12)
Total
475
221,519
Cash and cash equivalents (Note 7.5)
Income
475
221,519
252,595
NOTE 6.2 - SHARE OF INCOME AND EQUITY IN AFFILIATES
2,312
4,208
4,743
1,508
1,508
224,462
224,462
9,515
9,515
32,194
32,194
275,161
25,002
304,371
Financial assets are valued using internal valuation methods (level 2) (see Note 1.13) with the exception of certain cash equivalents (Note 7.5) which are valued
at their market price on an active market (level 1).
NOTE 7.2 – TRANSFERS OF FINANCIAL ASSETS
Financial assets include receivables sold with limited recourse with a
gross value of €1.8 million which were reported on the balance sheet at
31.12.2013, a portion of the risk remaining with the group.
Transfers of receivables with limited recourse made until 2011 were
accompanied by the establishment of a loss pool equivalent to 5% of the
Transfers prior to 2009
2009 transfers
2010 transfers
2011 transfers
2013 transfers
Total
amount of receivables sold (pooled for each partner dealer) which remain
the expense of the seller in the case of uncollectables. The maximum risk
associated with the loss pools still in place amounted to €1.3 million at
31.12.2013. A write-off of doubtful accounts was recorded in the amount
of €0.1 million at 31.12.2013. No receivables were sold during the 2013
financial period.
Receivables sold
initially
106,611
20,908
10,289
4,660
Balance of receivables at 31.12.2013
107
415
1,014
235
Liabilities associated
31.12.2013
-199
-465
-1,094
-258
142,468
1,771
-2,016
MANITOU GROUP
117
NOTE 7.3 - NON-CURRENT FINANCIAL ASSETS
Securities available for sale
- Other
Derivatives
Non-current financial assets
Total
31.12.2011
NOTE 7.7 - CURRENT AND NON-CURRENT FINANCIAL LIABILITIES
Change
Fair value
Recycled
Translation
differences
Changes
in scope &
others
The valuation and accounting principles are described in Note 1.12.
Current
31.12.2012
4,208
-3,954
123
377
Short-term financing and bank overdrafts
31.12.2013
31.12.2014
13,323
24,398
6,402
77,660
Bank loans
2,418
6,626
2,954
-1,000
123
-209
-209
5,163
5,540
The company Lucas G, previously reported as a security available for sale was sold during the period (see Note 24). The company SAVIM which is 100% owned
was reported as financial assets available for sale at 31.12.2013.
Financing lease liabilities
1,849
3,620
Liabilities related to receivables securitised with recourse (Note 10)
1,572
5,928
Derivative liabilities - currency and interest rates
1,095
Other borrowings
Total
NOTE 7.4 - SHORT TERM FINANCIAL ASSETS
4,978
3,644
28,125
116,345
431
571
28,556
116,916
Shareholder agreements and stock option plan liabilities (cash-settled)
Total
Marketable securities were valued at their fair value at the closing date:
Net amount
Derivatives
Loans and pre-payments
Miscellaneous
Total
31.12.2013
791
53
617
1,462
Non-current
31.12.2012
2 740
676
3,416
Bank loans
Financing lease liabilities
Liabilities related to receivables securitised with recourse (note 10)
NOTE 7.5 - CASH AND CASH EQUIVALENTS
Cash & cash equivalents
Term deposits and other
Money market instruments and other
Total
31.12.2013
34,319
62
220
34,601
31.12.2012
21,571
8
329
21,908
NOTE 7.6 - RECONCILIATION OF BALANCE SHEET LINE ITEMS - LIABILITIES
The various categories of liabilities at the closing date are shown below. They are described in Note 7.7 below.
31.12.2013
92,038
2,477
28,556
169,196
70,352
362,617
31.12.2012
11,536
1,241
116,916
149,749
69,255
348,698
Bonds
Other borrowings
Total
118
Over five
years
70,820
70,820
1,492
1,492
2,376
444
444
2,305
19,112
6,849
12,263
6,824
170
170
0
31
92,038
79,775
12,263
11,536
92,038
79,775
12,263
11,536
31.12.2012
Shareholder agreements and stock option plan liabilities (cash-settled)
Total
The group obtains most of its funding needs through bank financing
(syndicated lines of credit or overdrafts) and, in 2012, began the
diversification of its financing sources by issuing a bond for the first time
(€6.8 million at 31.12.2013) and a second one in 2013 (€12.3 million at
31.12.2013).
The purpose of maintaining these «prior generation» engines in inventory is:
- to avoid the stoppage of product offerings in those territories requiring
equipment which complies with the new rules, or the prior generation
equipment covered within the framework of transitional measures;
- to have additional time to spread out the work of integrating new engines in
the equipment and provide ourselves a contingency buffer for developmental
delays from upstream engine manufacturers;
- to maintain the margins;
- to ensure the highest level of reliability in the engines at the engine
manufacturers.
for a period of five years. That financing will replace the pre-existing contract
from 2008.
7.7.1 - CHARACTERISTICS OF THE PRINCIPLE BANK LOANS
31.12.2013
Facility A
Current
Non-current
Currency
Maturity
Effective rate
6,395
22,564
EUR
Q2/2018
4.10%
48,133
EUR
Q2/2019
3.68%
444
USD
variable
5.70%
Non-current
Currency
Maturity
Effective rate
EUR
Q3/2013
3.49%
EUR
Q3/2013
1.17%
USD
variable
5.84%
Facility B
Financial assets are valued using internal valuation methods (level 2) (see
Note 1.13).
The «Other non-current liabilities» includes €1.5 million of long term supplier
credit related to the purchase of “prior generation” engines that will only be
used in the production process as of late 2014. That debt will be settled at
the rate that the engines are used in the production cycle. The short term
portion of the «pre-buy» contract is recorded as short-term accounts payable
in the amount of €4.8 million.
One to five
years
Liabilities related to interest rate derivatives
Net amount
Current and non-current financial liabilities (Note 7.7)
Other non-current liabilities
Supplier accounts payable (Note 16)
Other current liabilities (Note 16)
Total
31.12.2013
Limited recourse sales
1,572
31.12.2012
en milliers d'euros
Current
Syndicated loan - France (1)
57,610
Syndicated loan - France (1)
20,050
Limited recourse sales
5,928
The new financing put in place is structured as follows:
- one line for €30 million payable over a 5 year period,
- one line for €50 million payable at maturity,
- one multi-currency line for €30 million which may be used during two
years and payable over a three year period,
- one multi-currency “Revolving Credit Facility” (RCF) for €110 million.
2,305
That financing contract includes clauses for ratios (covenants) or «material
adverse change» and for «cross default» which may limit the potential use
of or affect the terms of credit lines. It includes negative pledge clauses
accompanied by thresholds and derogations.
MANITOU GROUP
119
Facility
Signatory
Line A/B, Capex Facility and Revolving Facility Manitou BF
NOTE 7.9 - ANALYSIS OF SENSITIVITY TO CHANGES IN EXCHANGE RATES
Main contractual clauses
H2 2013 to H1 2018
The analysis of sensitivity to changes in exchange rates was established based on the balances of receivables, debt, cash and cash equivalents and financial assets
available for sale at 31.12.2013 for the main currencies used by the group within the framework of its business.
Gearing < 1
Leverage < 3.5 except in certain cases
Cap on investments
Cap on acquisitions and removals of assets
Limits on additional debt
Clause on changes in control
Dividends are limited to 50% of net income
The sensitivity amounted to a variance of plus or minus 5% on the value of the currencies concerned as compared to their rates at the year-end closing date.
31.12.2013
7.7.2 - BOND FEATURES
31.12.2013
Bond (Micado 2018)
Current
Bond (Micado 2019)
Non-current
6,849
Currency
EUR
Maturity
Q4/2018
Effective rate
5.95%
12,263
EUR
Q4/2019
5.35%
The bonds are reimbursable at maturity during the 4th quarter of 2018 and the 4th quarter of 2019 respectively.
7.7.3 - AMOUNTS DUE TO FINANCIAL INSTITUTIONS
Amounts due to financial institutions can be broken down as follows:
31.12.2013
31.12.2012
Amounts
authorized
50,000
Amounts used
13,323
Amounts
authorized
105,200
Amounts used
4,348
3,341
3,341
5,996
5,996
- Amortisable term loans
110,000
80,000
- Revolving credits
110,000
Short-term financing and bank overdrafts
Financing lease borrowings
Other bank loans
78,467
78,467
74,106
20,050
NOTE 7.8 - DERIVATIVES
In order to secure a maximize level of interest expense, the group has put in place a direct link between the new financing contracts and interest rate caps. These
derivatives are designated as hedges of future cash flows. They were considered to be highly effective at 31.12.2013.
The characteristics of the caps at 31.12.2013 are as follows:
Less than one year
T3/2014
31.12.2013
Average rate of
the CAP
0.625%
1 to 2 years
T4/2015
0.750%
Nominal
50,000
Fair value at
31.12.2013
3
75,000
91
Receivables and debt denominated in foreign currencies
Detail by functional currency
EUR
Receivables (AUD, GBP, USD, ZAR)
Debt (AUD, GBP, USD, ZAR)
Cash and cash equivalents (AUD, GBP, USD, ZAR)
Subtotal
USD
Receivables (EUR)
Debt (EUR)
Subtotal
GBP
Receivables (EUR)
Debt (EUR)
Subtotal
ZAR
Receivables (EUR)
Debt (EUR)
Subtotal
SGD
Receivables (EUR)
Debt (EUR)
Subtotal
RUB
Receivables (EUR)
Debt (EUR)
Subtotal
Total
AUD/EUR
+5%
GBP/EUR
+5%
USD/EUR
+5%
ZAR/EUR
+5%
SGD/EUR
+5%
408
-230
230
409
1,014
-677
316
653
78
-346
330
62
370
0
0
370
336
0
0
336
RUB/EUR
+5%
-359
812
-5
448
-52
-5
-40
-97
-1
0
-10
-11
-156
320
-62
102
409
557
510
360
438
-40
283
0
243
243
NOTE 7.10 - FINANCIAL RISK MANAGEMENT
At December 31, 2013, the group also held forward sales contacts to hedge
future cash flows of British sterling, Australian dollars and South African rand
denominated in euros in the amount of €62 million.
120
These hedges are considered efficient in the spirit of IFRS. The change in
the fair value of these instruments is therefore recorded as an asset of €0.3
million with €0.4 million recorded against equity and the value of the forward
points recorded in financial income/expense as a gain of € 0.1 million.
Information relating to financial risk management is provided in paragraph 3.1 of the management report.
MANITOU GROUP
121
NOTE 8 – INVENTORY
NOTE 10 - SALES FINANCING RECEIVABLES
Gross amount
Raw materials
Work in progress
Finished products
Merchandise
Total
31.12.2012
115,660
22,425
106,668
89,928
334,680
Changes in
scope and
reclassifications
2,183
-145
-1,013
372
1,397
Changes
1,321
3,569
23,730
-3,150
25,470
Translation
differences
-1,373
-623
-6,031
-2,079
-10,106
31.12.2013
117,791
25,226
123,354
85,070
351,441
Provisions
Raw materials
Work in progress
Finished products
Merchandise
Total
31.12.2012
-8,523
-237
-2,308
-9,926
-20,994
Changes in
scope and
reclassifications
145
-145
Changes
-90
92
-55
255
202
31.12.2013
-8,587
en milliers d'euros
Raw materials
Work in progress
Finished products
Merchandise
Total
31.12.2012
107,137
22,188
104,360
80,002
313,686
Changes
1,232
3,661
23,675
-2,895
25,672
24
140
191
-2,484
-9,531
-20,601
Translation
differences
-1,347
-623
-6,007
-1,939
-9,915
31.12.2013
109,204
25,226
120,870
75,539
330,840
(Note 11)
(Note 11)
31.12.2013
3,405
75
-463
3,017
Receivables on financing granted to end-use customers
15,655
-9,370
-331
5,953
Receivables on sales financing - Gross
19,060
-9,296
-794
8,970
Receivables on financing granted to end-use customers (Note 11)
-4,801
1,324
159
-3,318
Receivables on sales financing - Impairment
-4,801
1,324
159
-3,318
Gross
Receivables on financing leases
Impairment
3,405
75
-463
3,017
Receivables on financing granted to end-use customers
10,853
-8,046
-172
2,635
Receivables on sales financing - Net
14,258
-7,971
-635
5,652
Non-current portion
4,743
-2,115
-315
2,312
Current portion
9,515
-5,856
-320
3,340
Of which
The financing granted to end customers are mainly related to Manitou
Americas and include €1.8 million of receivables sold with limited recourse
(gross value) which were not removed from the balance sheet at 31.12.2013,
versus €7 million reported at 31.12.2012. The amount reported as a liability
attributable to these sales with limited recourse transactions is mentioned
in Note 7.6.
At 31.12.2013, an impairment test was performed on receivables related
to sales financing. The criteria for impairment are based on a client by
client review for the most material receivables (the notion of materiality is
partly defined based on the amounts and partly based on late payments).
In addition, a write-off allowance amount is calculated based on historical
statistical data for customers not analysed on a one-by-one basis.
Losses recorded in the 2013 period related to the financing granted to end
customers receivables amounted to €0.9 million and were covered by the
reversal of provisions for impairment.
An aging of the non-current receivables related to sales financing follows:
Receivables on financing leases - Net
Changes in
scope and
reclassifications
Receivables on financing granted to end customers - Net
Changes
Translation
differences
31.12.2013
238,407
-13,945
224,462
4,610
24
4,634
-8,016
439
-7,576
235,001
-13,482
221,519
1,279
-1,021
258
1,279
225,741
-1,021
3,613
258
221,777
Receivables on financing granted to end customers - non-current portion
31.12.2013
1 to 2 years
3 to 5 years
Over 5 years
1,837
1,433
402
2
475
473
1
2,312
1,906
404
2
NOTE 11 - FINANCIAL ASSETS ANALYSIS OF OVERDUE RECEIVABLES AND WRITE-OFFS FOR IMPAIRMENT
NOTE 11.1 - ANALYSIS OF OVERDUE RECEIVABLES AND RELATED PROVISIONS FOR IMPAIRMENT
Outside of the U.S. and UK markets, the group generally uses credit insurance
or factoring to secure its outstanding receivables. In some cases, based on
customer knowledge acquired by the group, the outstanding balance for any
given customer can be greater than the amount guaranteed.
On U.S. market and in accordance with industry practices, Manitou Americas
has agreements with distributors for inventory financing (floor plan) for varying
periods of up to nine months. In the framework of the «floor plans», distributors
must settle payments for the machines upon sale to the end customer and
no later than the conclusion of the inventory financing agreement. No right of
return of machines in inventory is granted to distributors.
-7,576
31.12.2013
Trade receivable
are mainly assessed customer by customer based on the age of receivables.
Each entity performs that analysis based on the specificities of its markets.
Provisions for impairment on Trade receivables
Regarding accounts receivable, amounts recorded upon the creation or
reversal of a provision on accounts receivables are included in the line item
“Increases in provisions” in the income statement.
Losses related to the write-off of customer receivables amounted to
€1.8 million for the full-year 2013 period and were reported as «sales,
marketing and service expense» in the income statement. Those losses are
partially offset by the reversal of depreciation recorded on the same line.
Not due
177,784
< 30 days
overdue
16,529
31 - 90 days
overdue
13,127
91 - 120 days
overdue
2,494
> 120 days
overdue
14,713
TOTAL
235,001
3,253
215
-987
-1,295
-14,750
-13,482
181,037
16,744
12,141
1,199
-38
221,519
Receivables on financing granted to end customers
1,084
491
178
16
3,112
4,881
Impairment receivables on financing granted to end
customers
-55
-153
-20
-7
-2,486
-2,721
Receivables on financing granted to end
customers - Net
1,029
338
159
9
626
2,160
1,125
54
1,179
1,125
54
1,179
183,191
17,136
Trade receivables - Net
Impairment on financing leases
Receivables on financing leases - Net
Overdue receivables are individually monitored. The criteria for impairment
122
(Note 11)
NOTE 9 – TRADE RECEIVABLES
31.12.2012
Translation
differences
31.12.2012
Net
The reclassifications mainly concerned capitalised lease equipment which were transferred to inventory at the end of the lease to be sold as used equipment.
Current
Trade receivable - gross
Trade receivable - allowances
Trade receivable - net
Non-current
Trade receivable - gross
Trade receivable - allowances
Trade receivable - net
Total
Change in
scope &
other
Changes
Translation
differences
26
Net amount
Changes in
scope and
reclassifications
2,183
0
-1,158
372
1,397
Receivables related to financing granted to end customers are reported on this line item. These receivables concern either sales made via financing leases or, in
the case of Manitou Americas, the financing of sales to end use customers.
Total
12,300
1,207
588
224,859
MANITOU GROUP
123
NOTE 11.2 - CHANGES IN WRITE-OFFS FOR IMPAIRMENT ON FINANCIAL ASSETS
Provisions for impairment on accounts
receivables
Impairment receivables on financing granted
to end customers
Reversal
not used
NOTE 13.4 - STOCK PURCHASE OPTIONS FOR CERTAIN EMPLOYEES
Reclass/
other
No new plan was awarded for the year 2013.
31.12.2012
Increases
Reversal
used
Translation
differences
31.12.2013
-13,945
-2,270
1,700
564
439
-13,482
-4,801
-379
998
706
159
-3,318
The main characteristics of stock option plans for certain employees and bonus shares are as follows:
Purchase options
Of which
- Current
-3,649
-288
758
329
128
-2,721
- Non-current
-1,153
-91
239
377
30
-597
NOTE 12 - OTHER CURRENT RECEIVABLES
Tax and social receivables
13.4.1 – CHARACTERISTICS OF EXISTING PLANS
31.12.2012
18,998
Change in scope
& other
Changes
-6,351
Translation
differences
-165
31.12.2013
12,481
Other receivables
4,728
-708
-69
3,951
Advances and prepayments on orders
2,687
-1,209
-31
1,447
Prepaid expenses
5,781
1,350
-113
7,017
32,194
-6,919
-378
24,896
Total
Characteristics
10.07.2006 plan
Type of plan
Purchase
Maturity date
11.07.2010
Expiry date
10.07.2014
Number of
beneficiaries
(origin)
16
21.08.2006 plan
Purchase
22.08.2010
21.08.2014
5
26.04.2007 plan
Purchase
27.04.2011
26.04.2015
16
39.8
30,500
10.10.2007 plan
Purchase
11.10.2011
10.10.2015
16
36.55
16,500
19.05.2010 plan
Subscription
20.05.2014
19.05.2018
43
13.6
163,175
26.07.2011 plan
Subscription
26.07.2015
26.07.2019
60
24
78,370
30.95
5,000
337,545
Options cancelled - shares available
182,000
Unattributed shares
Total shares held
Characteristics
28.06.2012 plan
NOTE 13.1 - SHARE CAPITAL
Number of
shares per
plan
44,000
Total options granted
278,000
Bonus shares
NOTE 13 - SHAREHOLDERS’ EQUITY
Average
exercise
price (in €)
32.76
Type of plan
Bonus shares
Maturity date
28.06.2012
Expiry date
28.06.2016
Number of
beneficiaries
(origin)
151
Total shares granted
Number of
shares per
plan
Number of
shares per
plan
82,350
82,350
The share capital consisted of 39,548,949 shares at 31.12.2013.
13.4.2 - CHANGES IN THE NUMBER OF VALID OPTIONS
NOTE 13.2 - PROPOSED DIVIDEND DISTRIBUTION
Given the results for the 2013 financial period, the Board of directors meeting of 10.03.2014 decided to not pay dividends in 2014.
Number of shares
Held at opening (share repurchase program)
Realized at
31.12.2012
278,000
% of capital
Realized at
31.12.2013
278,000
% of capital
In units
05.09.2005 plan
Options outstanding at
31.12.2012
30,500
19.12.2005 plan
30,500
10.07.2006 plan
44,000
Options
granted
Options
exercised
Options
cancelled
-30,500
Options outstanding
at 31.12.2013
-30,500
44,000
21.08.2006 plan
5,000
5,000
Shares purchased (Shareholders Meeting of 01.06.2006)
26.04.2007 plan
30,500
30,500
Shares sold
10.10.2007 plan
16,500
Stock options exercised
19.05.2010 plan
249,625
Held at closing (share repurchase program)
278,000
0.70%
278,000
0.70%
Stock option coverage
Liquidity contract
Total treasury shares held
35,872
313,872
45,332
0.79%
323,332
16,500
-86,450
163,175
26.07.2011 plan
188,492
-110,122
78,370
Total
595,117
-257,572
337,545
Weighted average price in the period
0.82%
The cost of the shares purchased and the proceeds from the shares sold were recorded as a reduction or increase in the net balance, respectively.
Treasury shares do not have dividend rights.
124
MANITOU GROUP
125
13.4.3 CHANGES IN THE NUMBER OF FREE SHARES GRANTED
In units
28.06.2012 plan
NOTE 14.2 - CHANGES IN PROVISIONS - EXCLUDING POST-EMPLOYMENT BENEFITS
Shares outstanding at
31.12.2012
80,650
Total
Shares granted
80,650
Shares
cancelled
-18,814
Shares outstanding at
31.12.2013
61,836
-18,814
61,836
Warranty provisions
Provisions for restructuring
Provisions for other risks
13.4.4 VALUATION OF PLANS
In accordance with the principles set out in note 1.16, at 31.12.2013 the bonus share plans were valued at their fair value at the grant date.
2012 plan
2011 plan
2010 plan
2007 plan
2006 plan
Total
522
1,026
544
565
586
3,243
-172
-27
48
Initial value (after deduction of cancelled shares)
Expense at 31.12.2013
-151
Provisions
reversed (unused)
-2,151
Reclassifications / Changes in scope
Increases
11,762
Provisions
applied
-15,311
7,841
2,691
-1,198
-2,176
36,160
14,453
-16,706
-4,327
31.12.2012
28,121
198
Translation
differences
-311
31.12.2013
22,110
0
-179
6,979
0
-490
29,090
-198
WARRANTIES
OTHER RISKS
Amounts recorded when creating or reversing provisions for warranties are
included in «Cost of goods and services sold» within the income statement
as are the actual warranty expenses. That line item also includes provisions
built for equipment recalls following supplier quality incidents.
Other risks mainly concern commercial, employee or tax litigation. Provisions
recorded correspond to the group’s and its advisors’ best estimates at the
closing date of the risks incurred with respect to the litigation in process.
The costs for the period are recorded as personnel expenses.
Assumptions for stock option plans
The main criteria used for the valuation and recording of the rights related to
this new plan are as follows:
- Exercise price: price set by the plan’s rules, or the average of the opening
share price of Manitou shares over the last 20 days preceding the date
granted, discounted by 5%.
- Volatility: historical volatility of Manitou shares over three years for all plans.
- Dividend pay-out rate: the average dividend pay-out rate over the three
years preceding the granting of each plan.
- Estimated life of the option: 5 years.
- Rate: risk free rate for the life of the option, measured at the grant date
of each plan.
- Vesting period: the vesting period is 4 years for all existing plans.
NOTE 14 – PROVISIONS
NOTE 14.1 - BREAKDOWN OF PROVISIONS
31.12.2013
Of which, less
than one year
Of which, greater
than one year
22,110
16,963
5,147
6,979
4,346
2,633
29,090
21,310
7,780
Provisions - Excluding post-employment benefits
Warranty provisions
NOTE 15 - POST-EMPLOYMENT BENEFITS
NOTE 15.1 – DEFINITION
The defined benefit plans that result in the recording of a provision related to:
- employee indemnities related to departures for retirement or contract
completion,
- other long-term benefits such as seniority awards,
- pension schemes and other retirement benefits for certain employees,
- supplementary pension plans for certain management employees in the
United States,
- medical insurance and post-employment life insurance.
These defined benefit plans are often covered by funds transferred to
insurance companies which are valued at their fair value at year-end.
The amount of those funds is deducted from the liability valued in accordance
with IAS 19 revised.
The figures reported for 2012 were restated in accordance with IAS 19
revised which was applied for the first time at 31.12.2013.
The characteristics of the main plans are as follows:
Post-employment benefits (Note 15)
26,494
206
26,288
Total
55,584
21,516
34,068
31.12.2012
Of which, less
than one year
Of which, greater
than one year
28,121
23,278
4,843
Provisions - Excluding post-employment benefits
Warranty provisions
198
196
2
7,841
5,418
2,423
36,160
28,892
7,268
Post-employment benefits (Note 15)
34,713
242
34,471
Total
70,872
29,134
41,739
126
USA - Pension plan B
- Description: «qualified» post-employment benefit plan closed as of the entry
of new participants on May 1, 2005 and frozen in terms of the acquisition
of rights for all participants on October 3, 2009. The advantages correspond
to the higher of either 1% of final salary multiplied by the number of years’
service (capped at 35 years) or $22 per year of service,
- Plan risks: investment risk, life expectancy risk and interest rate risk.
- Investment strategy: combination of 60% stocks and the remainder in fixed
income securities. That strategy’s objective is to grow plan assets faster than
bonds and to fund the minimum contribution in accordance with U.S. law
(ERISA and «Internal Revenue Code»).
UK - Pension
- Description: plan based on the salary at the end of career, frozen to any new
entrance and to the acquisition of new rights.
- Plan risks: Investment risk, life expectancy risk and market risk.
- Investment strategy: combination of 60% in a diversified fund, 25% of
non-indexed government bonds, the rest in corporate bonds denominated in
GBP. This strategy’s objective is to provide a return sufficient enough to cover
future obligations to members while maintaining a certain level of low risk
assets to cover pensions due in the short term.
France - Retirement indemnity
- Description: amount paid at the time of departure for retirement calculated
based on years’ service and salary at the end of career. That plan corresponds
to legal requirements.
- Plan risks: volatility of the disbursement amounts of the benefits depending
on the effective date of departure for retirement.
- Investment strategy: insurance contract providing the immediate availability
of funds invested. Assets characterized by the low volatility of their yields.
Italy - TFR
- Description: amount paid at the time of departure for retirement calculated
based on years’ service and salary at the end of career. This plan corresponds
to legal requirements and has been frozen since 2007.
- Plan risks: volatility of the disbursement amounts of the benefits depending
on the effective date of departure from the company of employees hired
before 2007.
- Investment strategy: without assets.
.
USA - SERP
- Description: «non-qualified» post-employment benefits plan combining
a limited number of designated beneficiaries on the basis of individual
agreements. One active employee is currently in the plan; all other recipients
are former employees. The benefits attributed by this plan are calculated
based on a percentage of final average earnings.
- Plan risks: interest rate risk and life expectancy risk.
- Investment strategy: although not considered plan assets, the plan is
funded via a «rabi trust».
MANITOU GROUP
127
15.2.3 - RECONCILIATION OF BALANCE SHEET ITEMS
NOTE 15.2 - VALUATION
The new provisions of the revised IAS 19 will be applied retrospectively by the group. The impact of the application of IAS 19 revised on provisions at 31.12.2012
amounted to €1.8 million (prior service cost).
15.2.1 - MAIN ACTUARIAL ASSUMPTIONS RETAINED
31.12.2013
Salary trends
Pension increases
Financial discount rate
France
United Kingdom
Italy
United States
4.00%
n/a
n/a
5.00%
n/a
5.00%
n/a
n/a
3.40%
4.45%
3.40%
4.50%
Fair value of financial assets
Pension increases
Financial discount rate
France
United Kingdom
Italy
United States
4.00%
n/a
n/a
4.44%
n/a
5.00%
n/a
n/a
3.30%
4.60%
3.30%
3.60%
Net assets (provisions) recognized in balance sheet
SC
Europe (Inc. France)
1,351
124
Past service costs
United Kingdom
1,273
n/a
United States
2,233
7
Net assets (provisions) recognized in balance
sheet
Total
4,857
131
Assumptions concerning the rate of salary increases in each country are
equal to the sum of the inflation assumptions and the forecasts of individual
increases.
The turnover rate and the mortality rate take the specificities of each country
and company into account. The turnover rate used varies depending on the
status and age of the persons concerned.
The rate used to discount obligations is determined by reference to market
yields at the balance sheet date based on top quality corporate bonds.
The healthcare inflation rate used was 7.5% at 31.12.2013. A 1% change
31.12.2013
73,976
1 814
-1,814
45,141
47,579
-32,899
-1,814
-34,713
-26,397
31.12.2013
Present value of liability
DBO
IAS 19 revised
31.12.2012
79,854
The provision can be broken down by country as follows:
A change of -0.5% in the discount rate would have the following impact on the actuarial liability (DBO) and the cost of an additional year (SC):
Restated
45 141
Past service costs
31.12.2012
Salary trends
IAS 19
31.12.2012
79 854
France
retirement
indemnities
France other
United
Kingdom
Other Europe
United States
Total
15,489
809
12,390
887
44,401
73,976
28,345
47,579
-887
-16,056
-26,397
Of which:
Provisions
-26 494
Assets
97
6,747
-8,742
12,487
-809
97
in healthcare inflation would have an impact of €85K on the actuarial liability
(DBO) and of €10K on the cost of an additional year (SC).
For the calculation of retirement benefits in France, the ratings are based on
a voluntary departure of the employee, which implies that the commitment
calculated includes social charges. The social charges taken into account
when assessing the commitment in 2013 is between 44 and 55% depending
on the entities and professional categories concerned.
The retirement age taken into account in the calculation of retirement
benefits and supplementary pension was determined in accordance with the
laws in force in the countries concerned.
31.12.2012
France
retirement
indemnities
France other
United
Kingdom
Other Europe
United States
Total
14,489
776
11,740
954
51,895
79,854
27,447
45,141
-954
-24,448
-34,713
Of which:
Provisions
-34,713
Assets
0
6,714
10,980
Past service costs
Net assets (provisions) recognized in balance
sheet
-7,775
-776
-760
15.2.2 - COMPOSITION OF PLAN ASSETS (AS A %)
A breakdown of plan assets at 31.12.2013 follows:
31.12.2013
Equity shares
Bonds
France
7.20%
United Kingdom
55.67%
United States
58.52%
90.50%
44.12%
26.13%
Other
2.30%
0.21%
15.35%
Total
100.00%
100.00%
100.00%
31.12.2012
France
9.70%
United Kingdom
55.94%
United States
54.50%
Bonds
89.50%
43.22%
26.65%
Other
0.80%
0.84%
18.85%
Total
100.00%
100.00%
100.00%
Equity shares
128
MANITOU GROUP
129
15.2.4 - TRENDS IN COMMITMENTS AND PLAN ASSETS DURING THE YEAR
31.12.2012
31.12.2013
France
United Kingdom
Europe other
United States
France
United Kingdom
Europe other
United
States
Total
10,416
10,899
821
50,629
72,765
Total
Commitment
Commitment
Beginning of period
Service costs
15,265
11,740
954
1,240
Beginning of period
51,895
79,854
69
1,309
Service costs
724
62
86
872
598
539
35
2,070
3,242
-194
-531
-187
-3,524
-4,436
-383
-383
-85
-85
-16
468
286
239
3,555
8,261
116
116
Discounting
503
513
29
1,801
2,846
Discounting
Benefits paid
-239
-339
-81
-4,085
-4,744
Benefits paid
Liquidation/reduction and other
Liquidation/reduction
Past service costs
Past service costs
Additions to scope
Additions to scope
Actuarial losses (Gains) - experience and demographic assumptions
Actuarial losses (Gains) – financial assumptions
-692
221
Other costs
Exchange rate corrections
End of period
16,298
649
-15
708
16
-4,324
-3,469
59
380
439
-231
-2,044
-2,275
12,391
887
44,400
Actuarial losses (Gains) – experience and demographic assumptions
Actuarial losses (Gains) – financial assumptions
-166
3,887
253
End of period
73,976
15,265
11,740
6,628
9,592
954
-1,038
-785
51,895
79,854
25,466
41,686
Plan assets
Plan assets
Beginning of period
6,714
Employer contributions
Benefits paid
10,980
27,447
45,141
1,100
2,890
3,990
-178
-339
-3,854
Expected return on plan assets
221
509
979
Difference - Expected return / Actual return on assets
-10
438
2,150
-4,371
Beginning of period
Employer contributions
Benefits paid
2,578
Difference - Expected return / Actual return on assets
Additions to scope
Additions to scope
Liquidations
Liquidations
Other
End of period
6,747
-200
-1,268
-1,468
12,488
28,344
45,870
End of period
Beginning of period
Expense for the year
-8,551
-760
-954
-24,448
-34,713
-1,511
-64
-29
-1,271
-2,875
2,890
3,990
Employer contribution
1,100
Benefits paid
61
SORIE
450
-210
81
231
373
15
5,766
6,021
Beginning of period
Expense for the year
97
-887
776
807
-16,056
-26,397
4,720
-4,250
355
433
1,086
1,874
-108
358
1,887
2,137
-383
-383
-62
-241
-303
218
-558
-340
6,714
10,980
27,447
45,141
-3,788
-1,307
-821
-25,163
-31,079
-1,078
-168
-97
-1,227
-2,570
3,348
4,321
187
366
586
-223
-2,136
-6,301
-116
-116
480
445
-24,448
-34,713
973
Benefits paid
Additions to scope
31
3,714
-3,524
Employer contribution
SORIE
-9,551
973
-532
Reconciliation of provision
Additions to scope
End of period
33
-194
Reconciliation of provision
33
-3,719
-223
Other
-35
End of period
130
580
Other
-8,551
-760
-954
MANITOU GROUP
131
15.2.5 - BREAKDOWN OF THE PERIOD EXPENSE
The new provisions of the revised IAS 19 were applied retroactively by the group. The impact of the application of the revised IAS 19 was €1.0 million on the
2012 expenditure and €1.2 million on 2013 expenditure and is mainly due to the impact of aligning the expected rate of return on assets and the financial
discount rate.
Past service costs
IAS 19
31.12.2012
810
Discounting
Restated
-21
IAS 19 revised
31.12.2012
789
3,242
2,846
748
-1,874
-1,708
108
2
110
-11
63
-63
3,242
-2,622
Loses/gains recognized
Past service costs
Net charge
1,601
31.12.2013
1,309
303
303
439
969
2,570
2,875
NOTE 17 - TAXES
NOTE 17.1 - CHANGES IN BALANCE SHEET ITEMS
Current taxes
Assets
Liabilities
Total
Deferred taxes
Assets
Liabilities
Total
31.12.2012
27,845
2,067
25,778
20,476
88
20,387
Income
Payment
-7,786
10,306
5,688
Translation
differences
-107
-676
Other (1)
31.12.2013
-18,919
10,046
774
9,272
-2,697
18,643
1,257
17,386
(1) Other changes in current and deferred taxes can be broken down as follows:
IAS 19 revised
31.12.2013
France
United Kingdom
Europe other
United States
Total
69
1,309
Methodological adjustments
Service costs
Discounting
1,240
503
513
1,801
2,846
-221
-508
-979
-1,708
59
380
439
1,271
2,875
-11
1,511
64
29
IAS 19 revised
31.12.2012
France
United Kingdom
Europe other
United States
Total
62
2
789
Methodological adjustments
Service costs
Discounting
725
598
539
-355
-433
35
2,070
3,242
-1,086
-1,874
110
Net charge
110
62
1,078
168
241
97
303
2,570
NOTE 16 - OTHER CURRENT LIABILITIES
Supplier accounts payable and related
Tax and social liabilities
Other operating liabilities
Uninvoiced revenues
Other liabilities
TOTAL CURRENT LIABILITIES
132
31.12.2012
149,749
49,134
15,216
4,905
69,255
219,004
31.12.2013
31.12.2012
-2,134
-529
-21,060
2,107
-21,616
4,374
-812
Deferred taxes recorded as consolidated reserves - SORIE
Deferred taxes recorded as consolidated reserves - Interest rate hedging instrument
Receivables transferred and carry back
Other
Total
191
3,753
-11
Net charge
29
Reclassifications
-611
624
624
13
Changes
21,193
2,739
4,226
62
7,026
28,219
Translation
differences
-1,135
-380
-6,016
-157
-6,553
-7,689
31.12.2013
169,196
51,493
14,050
4,809
70,352
239,548
NOTE 17.2 - TAXES RECORDED IN THE INCOME STATEMENT
Current taxes
Deferred taxes for the period
Change in deferred tax rate
Impairment losses (+) and capitalization of unrecognized losses (-)
Total differed taxes
Total
31.12.2013
31.12.2012
-7,786
-860
168
1,063
371
-7,414
-12,420
-746
-328
21,873
20,799
8,379
The income tax expense recorded in the income statement includes:
- The current tax expense is equal to the total taxes on income due to various
tax authorities for the full-year period. Those amounts are determined based
on the tax rates and regulations applicable in the countries concerned.
- Manitou BF generated a tax loss of €28.3 million in fiscal 2013 which,
when added to the tax loss recorded in the year 2012, amounted to a tax loss
carryforward of €38.9 million at 31.12.2013.
- Deferred income tax expense is determined using the method described
in note 1.19.
To assess the probability of recording these tax losses against future profits,
the deferred taxes were tested for impairment based on fiscal projections
over a 5 year period. The 5 year forecasts are made on the basis of weighted
scenarios. In order to take the risks inherent in any forecast into account, the
weight of the less favourable forecast increases with time for the calculation
of the recoverable amount.
- In the 2013 financial period, Manitou Americas recorded a deferred tax
asset of €0.9 million for a loss carryforward from prior years related to local
state taxes. The conditions that prevailed in 2012 when deferred tax assets
were recognized related to Manitou Americas’ loss carryforward remained
valid at 31.12.2013 and permit the assumption that the remaining loss
carryforwards can be used against future profits.
Manitou Americas used €9 million in loss carryforwards and other deferred
assets in the 2013 period.
The value of the deferred tax assets related to tax loss carryforward amounted
to €8 million at 31.12.2013 (federal taxes and state taxes).
The main underlying assumptions are related to the sales trend on one hand
and the margin rate on the other (stable).
On the basis of that test, at 31.12.2013 Manitou BF capitalized €8.2 million
for a total net deferred tax asset of €3.5 million. The capitalized amount
corresponds to €23.6 million in losses on total losses of €38.9 million.
MANITOU GROUP
133
NOTE 17.3 - RECONCILIATION BETWEEN THE FRENCH LEGAL TAX RATE AND THE EFFECTIVE TAX RATE ON
CONSOLIDATED INCOME
31.12.2013
SALES BY DIVISION AND REGION (CURRENT CONSOLIDATION SCOPE)
31.12.2013
31.12.2012
6,576
36,397
RTH
Legal tax rate in France
38.00%
36.10%
IMH
Theoretical tax expense for the full-year period
-2,499
-13,139
CE
Other taxes
-1,894
-1,884
-1,283
-352
331
-266
Income before taxes on fully consolidated companies
Southern Europe
Northern Europe
Americas
Other regions
Total
307,521
350,661
53,726
98,579
810,486
77,791
23,733
6,579
15,694
123,797
Total
7,605
29,149
187,055
18,322
242,131
392,917
403,543
247,360
132,594
1,176,414
Permanent differences
Increase / decrease in tax rates (current and deferred)
Tax loss carryforwards capitalized (Uncapitalized tax loss carryforwards)
Differences in foreign tax rates and other
Total - Income taxes
-4 255
21,936
2,185
2,085
-7,414
8,379
31.12.2012
Southern Europe
Northern Europe
Americas
Other regions
Total
RTH
317,690
360,000
58,050
120,880
856,620
IMH
120,466
22,870
5,477
14,135
162,948
7,112
33,273
186,152
18,665
245,203
445,268
416,144
249,679
153,680
1,264,771
31.12.2013
31.12.2012
-3,870
-2,200
1,472
-401
CE
Total
NOTE 17.4 BASIS FOR DEFERRED TAXES
The Group’s customer base is very dispersed, the largest customer representing no more than 1.8% of total sales.
Deferred taxes recorded arose from the following temporary differences:
In thousands of euros - Assets / (Liabilities)
Intangible assets
Timing
differences at
31.12.2013
Deferred taxes
at 31.12.2013
NOTE 19 – OTHER NON-RECURRING INCOME AND EXPENSES
Timing
differences at
31.12.2012
Deferred taxes
at 31.12.2012
-4,590
-1,606
-11,798
Tangible assets
-33,095
-11,617
-34,149
Financing leases
-13,194
-4,134
-12,462
-3,914
Employee benefits
25,263
8,811
33,357
11,644
Provisions
19,210
6,647
25,335
8,441
8,713
3,076
9,710
3,112
-453
-936
-887
-371
6,443
1,847
16,316
5,508
Inventories and receivables
Miscellaneous
Subtotal
Restructuring costs
Impairment of intangible assets (see Note 5)
Disposals of assets
Net addition to provision for restructuring costs
Total
231
-80
-250
-198
-4,796
Restructuring expenses recorded in 2013 were mainly related to changes in the group’s governance.
The disposals of assets correspond to the disposal of the Chinese production site (land and building) as Manitou China has been only a marketing business since
2012.
Tax credits
Tax loss carryforwards
15,540
14,238
Total
17,386
19,745
NOTE 20 - AUDITORS ‘FEES
NOTE 18 - BREAKDOWN OF SALES BY NATURE, DIVISION AND REGION
SALES BY DIVISION
2013 2012 2013 2012 2013 2012 2013 2012 2013 2012 2013 2012 2013 2012
Auditors
Sales of services
31.12.2013
Rough Terrain Handling (RTH)
804,885
5,601
810,486
Industrial Material Handling (IMH)
112,802
10,995
123,797
- issuer
154
173
30%
25%
154
173
53%
64%
- fully consolidated subsidiaries
362
508
70%
74%
128
98
44%
36%
1%
6
516
691 100% 100%
288
271 100% 100%
63
516
691
288
271
63
Compact Equipment (CE)
- Statutory audits, certification of individual
and consolidated financial statements
241,697
433
242,131
1,159,385
17,029
1,176,414
Sales of goods
Sales of services
31.12.2013
Southern Europe
380,944
11,973
392,917
Subtotal
Northern Europe
402,372
1,171
403,543
Total
100%
346
490
669
6
10
- issuer
- fully consolidated subsidiaries
Americas
247,080
280
247,360
Other services rendered by the network for
fully consolidated subsidiaries
Other regions
128,989
3,605
132,594
Total
1,159,385
17,029
1,176,414
Total
63
308
- Other services directly associated with the
Statutory auditors’ work
SALES BY REGION
Total
Amount
%
Sales of goods
134
RSM SECOVEC & Members of
RSM International network. Other
Amount
%
Amount
DELOITTE & ASSOCIÉS
Amount
%
10
2%
100%
804 1,025
804 1,025
The company believes that the nature of the information required under Article 222-8 of the general regulations and instruction No. 2006-10 of the AMF meet the
provisions introduced by decree N° 2008-1487 of December 30, 2008.
MANITOU GROUP
135
NOTE 21 - EXPENSES FROM RECURRING OPERATIONS BY NATURE
NOTE 24 - FINANCIAL INCOME / EXPENSE
31.12.2013
31.12.2012
Material purchases
-786,800
-847,459
Investment income
Direct and indirect labour
-119,879
-118,346
Interest rate swaps
-25,854
-24,176
Fair-value adjustment
Exchange gains
Depreciation, amortisation and impairment
Other
31.12.2013
31.12.2012
1,579
2,345
8
212
-50
-24
2,106
4,726
428
547
-81,122
-97,112
-1,013,655
-1,087,093
External expenses
-55,390
-60,946
Total financial income
4,072
7,806
Personnel expense
-73,719
-72,101
Interest expense on bank loans and lines of credit
-5,573
-5,897
Net depreciation / amortization expense (non-production)
-6,004
-5,399
-813
-1,528
Other
-6,416
6,097
Currency exchange losses
-2,095
-9,790
-141,528
-132,349
Other financial expenses
-5,450
-1,404
-1,155,183
-1,219,442
-13,931
-18,619
Cost of goods and services sold
Other expenses from recurring operations
TOTAL EXPENSES FROM RECURRING OPERATIONS BY NATURE
NOTE 22 – BREAKDOWN OF PERSONNEL EXPENSES
31.12.2013
31.12.2012
-126,208
-117,775
Profit-sharing
-7,094
-8,483
Employee benefits
-4,544
-4,613
-48,084
-47,752
-185,930
-178,623
-11,401
-12,827
-197,331
-191,451
Salaries, bonuses and indemnities
Social charges and payroll taxes
Personnel expense excluding interim employees and reinvoicing
Interim & other
Total
Other financial income
Interest rate swaps
Total financial expense
Other financial expenses include losses related to the disposal of AFS Lucas G shares of - €3.4 million (of which €0.9 million of latent loss on disposal of AFS
shares included in the other items of the comprehensive income statement at 31.12.2012) as well as €0.5 million related to the disposal of the carry-back
receivable for €21.1 million.
NOTE 25 - RESEARCH AND DEVELOPMENT EXPENSE
In accordance with IAS 38, all research expenses and costs of studies and development other than those described in Note 1.7 are expensed in the period in which
they are incurred and represented a total of €24.1 million as compared to €21.6 million in 2012.
NOTE 26 - OFF - BALANCE SHEET COMMITMENTS
NOTE 23 - OTHER OPERATING INCOME AND EXPENSE
Agreements, security deposits, pledges (1)
Disposals of assets
Currency exchange gains and losses
Other income
Other expenses
Net increase in provisions
Total
31.12.2013
31.12.2012
82
454
-4,170
86
1,547
1,413
-1,989
203
880
1,305
-3,650
3,462
31.12.2012
5,050
5,453
61,882
42,704
Commitments to repurchase equipment (1)
4,481
11,080
Other commitments
1,486
478
Financial commitments (including forward sales)
Net
31.12.2013
(1) Equipment repurchase commitments are valued at contractually defined repurchase amounts. It should be noted that the market value of this equipment is generally higher than the repurchase value.
NOTE 27 - RISK MANAGEMENT
The Manitou group’s risk management policy is described in the «Risk Management» section of the management report.
Other operating income and expenses include product litigation, insurance reimbursements as well as income related to real estate investments.
The net currency exchange losses related to operating receivables and payables impacted other operating income and expense in the amount of - €4.2 million
which included expenses related to currency hedging in the amount of + €1.9 million.
NOTE 28 - INDIVIDUAL TRAINING ENTITELEMENT (D.I.F.)
During the 2013 full-year period, costs associated with French D.I.F.
(individual training entitlement) were assumed within the framework of the
agreement between employees and the company.
For information, the total of rights outstanding to all group employees in
France which did not result in a request represented 178,189 hours as of
31.12.2013.
Requests for training under the D.I.F. were not provisioned given the fact that
they were not the subject of an agreement as of 31.12.2013 and because
of the company’s legal obligation regarding continued professional training.
136
MANITOU GROUP
137
30.3 - EXECUTIVE COMPENSATION AND OTHER BENEFITS
NOTE 29 - HEADCOUNT AT DECEMBER 31
Manitou BF SA
Compagnie Française de Manutention
Manitou Italia Srl.
Manitou Portugal SA
2013
2012
1,861
1,781
77
116
253
252
37
45
EPL Centro
8
Manitou Manutencion Espana SL
Southern Europe
9
9
2,237
2,211
Manitou UK Ltd.
41
41
Manitou Benelux SA
19
20
8
6
26
28
Manitou Vostok
28
24
Manitou Polska
12
11
Manitou Nordics
3
2
Northern Europe
137
132
Manitou Americas
710
717
Mile
Manitou Do Brasil
2
1
712
718
Manitou Southern Africa PTY Ltd.
73
68
Manitou Australia PTY Ltd.
13
12
Manitou Asia PTE Ltd.
37
36
Manitou China
23
32
Manitou South Asia
10
10
156
158
3,242
3,219
Americas
Rest of world
Group total
NOTE 30 - TRANSACTIONS WITH RELATED PARTIES
31.12.2013
Expenses
687
Manitou Finance Ltd
991
31.12.2012
Income
Expenses
Income
305
76,619
Algomat
1,156
90,354
1,587
1,170
6,398
Hangzhou Manitou Machinery Equipment Co Ltd
2,111
3,428
104
NOTE 30.2- TRANSACTIONS WITH INDIVIDUALS
2013
2013 Interest
Balance at
31.12.2013
101
5
Purchase
price
2012
2012 Interest
Balance at
31.12.2012
4,561
54
3,545
211
6
100
Current accounts with associates
Marcel Braud
Purchases of investment shares
Not applicable
138
Non-executive corporate officers and Board
members
Salaries
Mandates
223
467
Executive corporate officers
Executive Committee members who are not
corporate officers
368
403
1 568
en milliers d'euros
Non-executive corporate officers and Board
members
Salaries
Mandates
252
455
Executive Committee members who are not
corporate officers
423
360
1,841
Purchase
price
Options
exercised
2013
Balance sheet
provisions for
commitments
Extra
benefits
Options
granted
Value of
options
granted
645
0
na
0
405
862
0
na
0
2 148
Options
granted
Value of
options
granted
Options
exercised
2012
Balance sheet
provisions for
commitments
7,000
55
19,250
151
Extra
benefits
282
1,900
NOTE 31 - POST CLOSING EVENTS
CHANGES IN CORPORATE GOVERNANCE ANNOUNCED JANUARY 8,
2014
distributed by the Sales and Marketing organization to dealers and key
accounts in 120 countries. The new business strategy will be deployed by
products, by regions, by integrating service offerings.
Planning
year term expiring at the Shareholders’ Meeting for the approval of 2017
The new organization project presented to the Works Council will be
implemented beginning of July and over 10 months deployment process.
MANITOU UNVEILS ITS NEW BUSINESS STRATEGY AND ALIGNS
ORGANIZATION TO BETTER SERVE ITS CUSTOMERS
The strategic objectives, the tactical approach and the operational plan will
be presented in more detail way at the annual General Meeting scheduled
on June 5, 2014.
Michel Denis, President & CEO, presented a new roadmap for the Manitou
Group transforming the company to take full advantage of opportunities for
future success of the Group.
NOTE 30.1 - TRANSACTIONS WITH GROUP COMPANIES CONSOLIDATED USING THE EQUITY METHOD
Total amount of compensation and benefits paid to corporate officers:
Michel Denis declared: «This strategy will firmly focus on the value provided
to our customers, while strengthening our leadership, growth and profitability.
The new organization will offer a positive operating impact while benefiting our
customers with a less complex as well as a more responsive organization.”
The Group will be organized in three divisions, two product
divisions and a service division
working platforms. Its mission is to optimize the development and production
of these equipments branded Manitou.
– The CE - Compact Equipment product division optimizes the development
and production of skidsteer loaders, track loaders, articulated loaders and
telescopic trucks branded Gehl and Mustang.
– The S&S - Services & Solutions, Service division 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 (geo-location, 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.
During its meeting of 23 April, 2014, the Board appointed Mr. Dominique
Bamas as independent Director, replacing Mr. Joël Goulet who resigned.
Dominique Bamas, was Director of Manitou since 2009 and accepted to
resign from this position in order to act as transition President & CEO during
a 9 months period in 2013.
His nomination will be proposed at the annual General Meeting on June 5,
2014.
back the Board, reinforced by an experience and knowledge of the Group
which will be very profitable for the Board.
The Board members have unanimously expressed their gratitude to Mr.
Joël Goulet who resigns after 20 years of collaboration with Manitou, being
successively CEO of the Group and afterwards independent Director and
after having supported the establishment of the new ambitions of Manitou».
Following this development, the Board will maintain its balanced configuration
with 6 family Directors and 3 independent Directors.
MANITOU GROUP
139
PARENT COMPANY FINANCIAL STATEMENTS
8.2 STATUTORY AUDITORS’ REPORT ON THE CONSOLIDATED
FINANCIAL STATEMENTS - YEAR ENDED DECEMBER 31,
2013
8.3 PARENT COMPANY FINANCIAL STATEMENTS
8.3.1 INCOME STATEMENT
Notes
31.12.2013
31.12.2012
This is a free translation into English of the statutory auditors’ report on the consolidated financial statements issued in the French language and is provided solely for the convenience of English speaking users.
Operating revenue (1)
The statutory auditors’ report includes information specifically required by French law in such reports, whether modified or not. This information is presented below the opinion on the consolidated financial
Sales of purchased goods
255,767
243,083
Sales of manufactured goods
562,403
598,635
6,843
9,584
825,013
851,302
19,477
7,965
30,011
27,473
1,111
2,366
875,612
889,106
Purchases of goods and inventory movement (goods for resale)
618,965
620,177
Other purchases and external charges
118,049
121,703
10,287
11,112
statements and includes explanatory paragraphs discussing the auditors’ assessments of certain significant accounting and auditing matters. These assessments were made for the purpose of issuing an audit
opinion on the consolidated financial statements taken as a whole and not to provide separate assurance on individual account captions or on information taken outside of the consolidated financial statements.
This report also includes information relating to the specific verification of information given in the management report.
Sales of services
This report should be read in conjunction and construed in accordance with French law and professional auditing standards applicable in France.
Net sales
In compliance with the assignment entrusted to us by your Shareholders’
Meeting, we hereby report to you, for the year ended 31 December 2013, on:
- the audit of the accompanying consolidated financial statements of Manitou BF;
- the justification of our assessments;
- the specific verification required by law.
These consolidated financial statements have been approved by the Board
of directors. Our role is to express an opinion on these consolidated financial
statements, based on our audit.
8.2.2 OPINION ON THE CONSOLIDATED
FINANCIAL STATEMENTS
We conducted our audit in accordance with professional standards applicable
in France; those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the consolidated financial
statements are free of material misstatement. An audit includes examining,
using sample testing techniques or other selection methods, evidence
supporting the amounts and disclosures in the consolidated financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made, as well as evaluating the overall financial
statement presentation. We believe that the audit evidence we have obtained
is sufficient and appropriate to provide a basis for our audit opinion.
In our opinion, the consolidated financial statements give a true and fair view
of the assets and liabilities and of the financial position of the Group as at 31
December 2013 and of the results of its operations for the year then ended
in accordance with International Financial Reporting Standards as adopted
by the European Union.
Without qualifying the above opinion, we draw your attention to the following
matters:
• Note 17.2 to the consolidated financial statements, “Taxes recorded in the
income statement”, regarding the deferred taxes capitalized by Manitou BF
& its subsidiary Manitou Americas in connection with NOL carryforwards and
other deferred tax assets, as per IAS 12,
• Notes 1.1 & 15 to the consolidated financial statements regarding the
consequences of the first-time application of IAS 19 revised, “Employee
benefits”, in 2013.
8.2.2 JUSTIFICATION OF OUR
ASSESSMENTS
In accordance with the requirements of Article L. 823-9 of the French
Commercial Code (Code de Commerce) relating to the justification of our
assessments, we bring to your attention the following matters:
Accounting estimates:
• When closing the accounts, the Manitou Group was required to make
estimates and formulate assumptions, particularly regarding the value of
certain assets and liabilities and income and expense items (Note 1.2 to the
consolidated financial statements).
140
We verified the appropriateness of the information on these items provided
in the notes to the consolidated financial statements and, particularly the
valuation and impairment methods for non-current assets (Notes 1.6, 1.9
and 5 to the consolidated financial statements). We reviewed the consistency
of the assumptions used by management, how these assumptions were
reflected in the figures and the available documentation.
• Notes 1.17 and 14.2 to the consolidated financial statements disclose
the fact that your group sets aside provisions with respect to customer
guarantees and campaigns. In particular, our work consisted in assessing
the information and assumptions determined by management on which
such accounting estimates are based, reviewing, on a test basis, the group’s
calculations and comparing the accounting estimates of prior periods with
the corresponding actual data.
• Notes 1.19 and 17.2 to the consolidated financial statements outline
the deferred tax recognition methods and the impact on the 2013 financial
statements of the deferred taxes capitalized by Manitou BF and its US
subsidiary in connection with NOL carryforwards. Our procedures consisted
in verifying that the recognition criteria were satisfactory, assessing the
information and assumptions relating to forecast taxable income and the
use of the loss carryforwards on which this capitalisation is based, reviewing
the Group’s calculations and examining Management’s approval procedures
for the assumptions underlying this capitalization. We also verified that the
above-mentioned notes to the consolidated financial statements provide
appropriate disclosure.
We assessed the reasonableness of such estimates.
Note 18
Production taken to inventory and capitalized
Writeback of provisions, charges transferred
Note 19
Other income
Total
Operating expenses (2)
Taxes on other than income
Wages and social security charges
107,825
100,124
Depreciation and provisions
33,035
31,675
Provisions for contingencies and charges
11,393
11,014
824
1,757
Total
900,378
897,562
OPERATING INCOME
-24,766
-8,456
Financial income (3)
29,356
62,825
Financial expense (4)
16,847
17,678
12,509
45,147
-12,257
36,691
15,349
10,771
Other expenses
FINANCIAL RESULT
Note 20
INCOME FROM ORDINARY ACTIVITIES BEFORE TAX
Non-recurring income
Non-recurring expenses
NON-RECURRING INCOME / LOSS
17,392
8,475
Note 21
-2,043
2,296
Note 22
8
-822
-14,308
39,809
16,324
18,661
31
58
Employee profit sharing
Accounting principles:
Income taxes
• As part of our assessment of the accounting principles applied by your
group, we have reviewed the methods used to capitalize and amortize
development costs and test their recoverable amount, and are satisfied
that note 1.7 to the consolidated financial statements provides appropriate
disclosure in this respect.
These assessments were made as part of our audit of the consolidated
financial statements taken as a whole, and therefore contributed to the
expression of our opinion in the first part of this report.
NET INCOME
(1) Of which, revenues relating to prior years
(2) Of which, expenses relating to prior years
(3) Of which, income from transactions with related parties
(4) Of which, expenses from transactions with related parties
8.2.3 SPECIFIC VERIFICATION
We have also performed, in accordance with professional standards As
required by law, we have also verified the information presented in the
group’s management report in accordance with professional standards
applicable in France.
We have no matters to report as to its fair presentation and its consistency
with the consolidated financial statements.
RSM Secovec
Nicolas Perenchio
Thierry de Gennes
MANITOU GROUP
141
8.3.2 CASH FLOW STATEMENT
NET PROFIT
8.3.3 BALANCE SHEET
31.12.2013
31.12.2012
-14 308
39 809
22,515
21,829
-15,871
-40,772
-3,055
-2,715
9,400
3,525
-14
-18
Elimination of charges and income not related to operations and not affecting cash flow
+ Depreciation, amortization and provisions (1)
- Writeback of depreciation, amortization and provisions (1)
- Income from asset disposals
+ Net book value of asset disposals
- Investment subsidies included in the income statement
+/- Cash flow related to mergers
EARNINGS BEFORE DEPRECIATION AND AMORTIZATION
-1 333
21 658
Impact of changes in cash position on operating receivables
+/- Changes in inventories
-21,195
6,385
+/- Changes in trade receivables
-30,738
24,098
+/- Change in other operating receivables
10,549
-16,611
+/- Changes in trade accounts payables
25,919
-37,668
+/- Changes in operating liabilities
29,980
20,989
13 182
18 851
55
2,715
3,000
19
-10,921
-16,121
-8,736
-1,114
-834
1,204
0
-673
-17,436
-13,970
21,060
0
-17,651
-11,773
93,140
27,279
-78,746
-28,568
17,803
-13,062
-9,965
-1,784
CASH FLOW FROM OPERATING ACTIVITIES
Impact of charges in cash position on investing activities
+ Disposals of tangible and intangible assets
+ Disposals of long-term investments
- Investments in tangible and intangible assets
- Acquisition of long-term investments
+/- Changes liabilities towards suppliers of non-current assets
+/- Change in cash balance related to mergers
CASH FLOWS FROM INVESTING ACTIVITIES
Impact of charges in cash position on financing activities
+ Receivables transferred and carry back
- Dividends paid
+ Increases in borrowings
- Repayments of borrowings
ASSETS
NON-CURRENT ASSETS
INTANGIBLE ASSETS (1)
TANGIBLE ASSETS
FINANCIAL ASSETS (2)
CURRENT ASSETS
INVENTORIES AND WORK IN PROGRESS
ADVANCE PAYMENTS
OPERATING RECEIVABLES (3)
CASH & CASH EQUIVALENTS
AND MARKETABLE SECURITIES
ADJUSTMENT ACCOUNTS
UNREALIZED FOREIGN EXCHANGE LOSS
TOTAL
Gross amount
31.12.2013
Amortization
and impairment
Net amount
Net amount
Note 2
Note 3
57,303
206,811
363,428
627,542
36,002
148,450
50,628
235,080
21,301
58,361
312,800
392,462
27,182
61,955
304,390
393,527
Note 6
13,972
Note 7
188,843
24
210,505
1,274
174,871
24
209,231
153,676
27
210,383
Note 9
22,143
5,549
16,594
12,754
Note 15
3,901
425,416
3,047
1,056,005
3,901
404,621
3,047
800,130
3,617
380,457
1,417
775,401
0
1 673
0
0
867
0
31.12.2013
Net amount
31.12.2012
Net amount
39,549
43,667
908
319,438
-14,308
126
22,382
411,762
26,682
39,549
43,667
908
297,281
39,809
139
27,061
448,414
21,993
172,335
147,987
137,139
35,496
12,252
1,640
1,943
360,805
881
800,130
111,220
32,049
11,001
2,027
0
304,284
710
775,401
86,715
274,090
13,010
7,000
297,284
22,718
Note 16
20,795
255,875
(1) Of which, lease rights.
(2) Of which, due in less than one year.
(3) Of which, due in more than one year.
LIABILITIES
SHAREHOLDERS’ EQUITY
Share capital
Additional paid-in capital
Revaluation reserves
Reserves and retained earnings
Net income for the year
Investment subsidies
Regulated provisions
Note 10
Note 17
Note 11
+/- Changes in subscribed capital called but not paid
CASH FLOW FROM FINANCING ACTIVITIES
Opening cash balance
Closing cash balance
3,584
-9 965
CHANGE IN CASH POSITION
13,549
-8,181
(1) Excluding current assets
PROVISIONS CONTINGENCIES AND CHARGES
LIABILITIES (1)
FINANCIAL LIABILITIES (2)
CURRENT LIABILITIES
Trade accounts payable
Tax and social security liabilities
Other operating liabilities
OTHER LIABILITIES
ADJUSTMENT ACCOUNTS
Note 11
UNREALIZED FOREIGN EXCHANGE GAINS
TOTAL
Note 16
(1) Of which, due in more than one year.
Of which, due in less than one year.
(2) Including short-term bank loans and overdrafts.
142
31.12.2012
Note 12
Note 12
Note 12
Note 15
MANITOU GROUP
143
8.3.4 NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS
GENERAL INFORMATION
COMPANY IDENTITY
Manitou BF is a limited liability corporation under French law with a Board
of directors and paid-in-capital capital of 39,548,949 euros made up of
39,548,949 shares with a par value of 1 euro per share.
The company’s headquarters and main production site is at the following
address:
430 rue de l’Aubinière - BP 10 249 - 44158 Ancenis Cedex France
The company is registered in the Corporate and Trade Registry in Nantes
under the following number:
857 802 508 RCS Nantes - SIRET: 857 802 508 00047 APE Code: 292 D NAF Code 2822Z
FINANCIAL INFORMATION RELATED TO THE
CLOSING
Manitou BF’s financial statements were approved by the Board of directors
on March 10, 2014.
COMMENTS ON THE NOTES TO THE BALANCE
SHEET
The Notes to the balance sheet before distribution report the following:
The balance sheet for the current full year period totals €800,130 thousand.
The income statement reports:
– total sales revenues of €960,317 thousand,
NOTE 1 – ACCOUNTING PRINCIPLES
NOTE 1.1 – GENERAL PRINCIPLES
The balance sheet and income statement are prepared in accordance with
French law and generally accepted accounting practices in France.
The basic method used for the financial statement items was the historical
cost method.
It should be noted however that a revaluation was performed in 1976 with
respect to the tangible and intangible assets and equity investments.
A number of subjects that could have a material impact are described in
detail below.
NOTE 1.2 - CHANGES IN ACCOUNTING METHODS
No changes in accounting methods took place during the period.
NOTE 1.3 - FIXED ASSETS
DEVELOPMENT COSTS
Where there is evidence of impairment, an impairment test is performed: The
net book value is accessed based on its market value and the value of the
asset for the company. It results from the comparison between the market
value and its value in use.
NOTE 1.4 - EQUITY SHARES
In accordance with Article 332-4 of the French general chart of accounts (the
PCG), if at the end of the year, the aggregate value of securities valued by the
equity is lower than the acquisition cost, the aggregate consolidated value
of the portfolio is reduced accordingly. A provision for overall portfolio risk is
also created if the total value using the equity method is negative.
The period begins on 01.01.2013 and ends on 31.12.2013 for a twelve
month period.
These mainly include the costs incurred in the framework of various projects
for the portion relating to the detailed design of those projects, programming,
testing and documentation.
The notes (or tables) below are an integral part of the full-year financial
statements.
Costs recorded during the preliminary study phase, the functional analysis
phase and for user training are recorded as expenses.
PERIOD HIGHLIGHTS
DEPRECIATION OF FIXED ASSETS
On September 11, 2013, Manitou BF sold all the shares of its subsidiary
Lucas G. based in the city of La Verrie in the French region of Vendée.
In accordance with the CRC 2002-10 (as amended by CRC 2003-07) and
CRC 2004-06, the accounting methods relating to tangible and intangible
assets (excluding development costs) are as follows:
It also repurchased the shares of its subsidiary Manitou Benelux held by
minority shareholders thus bringing its ownership to 100%.
– The depreciable amount is the difference between the cost of the asset
and its residual value, considered to be zero for all depreciable assets.
Moreover, Manitou BF subscribed to the capital increase of its Brazilian
subsidiary Manitou Brasil, thus increasing its ownership to 99.83% versus
99.50% previously.
– The depreciation periods have been adjusted to the estimated useful lives
of various asset categories and depreciation is calculated using the straightline method.
144
The tangible and intangible assets are subject to testing for impairment
whenever there is any evidence of lost value.
All research expenses, as well as the costs of studies and development,
other than those described above, are expensed in the period in which they
are incurred.
SOFTWARE
At constant exchange rates, Manitou confirms its outlook of stable sales
revenues and an improvement in operating margin of 50 to 100 basis points.
IMPAIRMENT OF ASSETS
In order to report its shareholders’ equity on a comparable basis for both the
corporate and consolidated financial statements, in accordance with Article 3
of the January 3, 1985 law and article 11 of the February 17, 1986 decree,
as of the 1990 year-end closing, the company has opted for the valuation
of shares in companies controlled exclusively based on the portion of the
shareholders’ equity owned as calculated using the equity consolidation
method for reporting those shares.
– total expenses of €934,625 thousand,
NOTE ON THE GOING-CONCERN
The difference between tax depreciation calculated using the declining
balance method and the straight-line method based on the estimated
useful lives is recorded in regulated provisions (excess tax depreciation). For
development costs, the excess tax depreciation is recognized, as provided by
law, as of the date the asset is capitalized.
In accordance with the French general chart of accounts (PCG) art. 3113-1 created through Article 2-6 of the French accounting authority (CRC)
regulation No. 2004-06, development costs incurred in 2013 by the company
relating to clearly individual projects with a serious chance of technical
success and profitability were capitalized, the capitalization requirements
described by the PCG having been fulfilled. As a preferred method, the
company chose the option of using this accounting treatment in 2005.
– a loss of €14,308 thousand.
The financial statements of Manitou BF were established under the
application of the going-concern principle.
• industrial machinery and equipment: between 3 and 7 years
depending on the type of equipment,
• tooling and moulds: 3 years,
• vehicles: 4 years for passenger cars, 5 years for large commercial
vehicles,
• office and IT equipment: between 3 and 5 years depending on the
type of equipment,
• office furniture: 10 years.
– The main depreciable periods are as follows:
• goodwill : 5 years
• patents: 5 years,
• software: 3 and 7 years for the integrated information system (ERP),
• development costs: 5 years,
• buildings: between 20 and 30 years depending on the quality of the
buildings constructed,
• improvements to land and buildings: 10 years,
• technical facilities: 10 years,
•
The costs associated with acquisitions are capitalized. In accordance with
the tax laws in force, acquisition costs are amortized over 5 year period on
a linear basis.
Treasury shares are recorded in «Marketable securities» when the securities
are intended to cover the purchase option plans and share attributions and
«Other financial assets» in any other case.
For plans deemed to be exercisable (the market value of the share is higher
than the exercise price of the option) for which an outflow of resources is
probable, the corresponding shares are classified in a specific «Marketable
securities” account.
When the market value of Manitou shares is less than their purchase price, an
impairment loss is recorded in the amount of the difference. No depreciation
is recorded for shares classified as investment securities to be cancelled
nor for shares classified in the specific investment securities sub-account
(plans deemed to be exercisable). Those may contribute to the calculation of
liabilities, the determination of which is described below.
For the share purchase options, that charge corresponds to the difference
between the portfolio value of the shares allocated, net of impairment, and
the corresponding exercise price, if lower. For performance share plans, the
charge amounts to the portfolio value of the shares granted.
NOTE 1.6 – INVENTORY
VALUATION
– Merchandise goods: valued at their weighted average cost.
– Raw materials: valued at their weighted average cost.
– Semi-finished products, work-in-process and finished products: valued
at production cost (raw materials at actual cost, machinery and labour at
actual cost).
WRITE-OFFS FOR IMPAIRMENT
– Merchandise goods: as in previous years, merchandise is subject to writeoffs for impairment calculated statistically based on inventory turnover and
probable losses from impairment.
– - Raw materials: same as the previous method, that is to say, the write-off
for impairment of slow moving articles.
– - Finished products: the equipment are subject to an exam, item by item,
the equipment concerned being second hand or demonstration equipment,
in storage or slow moving. The rate of the write-offs for impairment is
determined by product group.
NOTE 1.7 - RECEIVABLES AND PAYABLES
Receivables and payables are recorded at their nominal value. An impairment
loss is recognized when the recoverable amount, determined on a case by
case basis, falls below the accounting value.
NOTE 1.8 - PROVISIONS FOR RISKS AND EXPENSES
Provisions for risks and expenses are recorded when the company has
a liability to a third party and it’s probable that it will face an outflow of
resources for the benefit of the third party without compensation.
These provisions are estimated taking into account the most likely hypotheses
as of the closing date.
NOTE 1.9 - RETIREMENT BENEFIT PLAN
COMMITTMENTS
The liability is calculated in accordance with the provisions of IAS19 revised
and authorized by recommendation 2013-02 of ANC dated 07.11.2013 The
method retained is the “projected units credit method” sometimes referred to
as the “projected benefits method prorated on years of service”.
Retirement benefit plan commitments are evaluated taking the demographic
and economic assumptions into account. They are discounted to their
present value using a discount rate based on interest rates for the highest
quality bonds. The categories of defined benefit plans within Manitou BF, as
well as the main assumptions taken are described in Note 11 of the Notes to
the financial statements.
NOTE 1.10 - SENORITY AWARDS
As for the previous year, the commitment was calculated according to the
recommendation 2003-R-01 dated 01.04.2003 of the French accounting
authority (the CNC) incorporating the provisions of IAS 19.
In accordance with the opinion of the National Accounting Council dated
06.11.2008 and the regulation 2008-15 of the French accounting
regulations committee released 30.12.2008, expenses relating to stock
options and share allocations of Manitou BF shares as compensation are
spread over the period that employee purchase rights become vested on a
linear basis. Those expenses are recognized in the income statement under
«Salaries and social charges» against a balance sheet provision.
MANITOU GROUP
145
NOTE 1.11 – TAX CREDIT FOR COMPETIVITY AND
EMPLOYMENT
NOTE 1.12 - FOREIGN CURRENCY TRANSLATIONS
NOTE 3 – PROPERTY, PLANT AND EQUIPMENT
Foreign currencies transactions are valued using the exchange rate at the
date of the transaction. Receivables and payables are translated at the
exchange rate at the balance sheet date. The difference resulting from the
translation of receivables and payables in foreign currencies during the
period is recorded in the balance sheet as currency translation differences.
The unrealized exchange losses are subject to a provision for risk.
Manitou BF credited personnel expenses for €2.1 million related to the CICE
(the French tax credit for competitively and employment). That tax credit was
used in accordance with the objectives provided for by law.
NOTE 2 – INTANGIBLE ASSETS
GROSS AMOUNTS
Research & development expenses (1)
Concessions, patents and licenses
31.12.2012
19,715
Acquisitions
Transfers
between line
items
4,841
26,506
616
2,210
Goodwill
3,729
Total
Disposals
1,098
31.12.2013
23,458
0
29,332
0
3,729
0
6,830
1,005
-7,051
0
784
56,780
1,621
0
1,098
57,303
AMORTIZATION
31.12.2012
10,446
Increases
4,069
Other
decreases
1,098
17,588
3,433
0
Goodwill
Intangible assets in process
Total
31.12.2012
12,175
Acquisitions
56
Buildings
43,354
3
350
Installations, improvements and fixtures
29,973
1,849
907
19
32,710
Technical installations, industrial equipment
98,749
4,801
413
1,660
102,303
14,520
825
322
382
15,285
801
1,766
-1,992
199,572
9,300
0
Land
0
GROSS AMOUNTS
Transfers
between line
items
0
31.12.2013
13,417
21,021
Total
Land
31.12.2012
5,267
Increases
320
Buildings
20,665
2,192
20,272
79,844
Total
0
Land
0
Buildings
1,098
36,002
2,061
NET AMOUNT
31.12.2012
31.12.2013
9,269
10,041
8,918
8,311
Goodwill
2,165
2,165
0
0
6,830
784
27,182
21,301
Total
206,811
Other
decreases
31.12.2013
5,587
0
22,857
1,707
19
21,960
7,355
1,658
85,541
11,569
1,320
384
12,505
137,617
12,894
2,061
148,450
31.12.2012
6,908
6,644
20,850
9,701
10,750
18,905
16,763
2,951
2,779
801
575
61,955
58,361
Total
31.12.2013
22,689
43,707
NET AMOUNT
0
7,502
0
575
1,564
29,598
31.12.2013
12,231
AMORTIZATION
1,564
0
Disposals
0
The main investments in 2013 concerned the construction of an industrial building at the Candé site for €498K, re-roofing of €1,137K, various installations at
buildings of €1,293K, tooling of €5,420K and IT equipment of €702K.
NOTE 4 – FINANCIAL ASSETS
GROSS AMOUNTS
RESEARCH & DEVELOPMENT EXPENSES
Development expenses at 31.12.2012 amounted to €24,650K and were
distributed between projects in process of €4,935K and projects completed
of €19,715K.
Development costs incurred directly by the company and capitalised in 2013
amounted to €602K. In addition, two projects in the amount of €1,098K
were abandoned, which brings the total amount of capitalized expenses to
€24,153K at 31.12.2013. That amount is split between projects in process
of €695K and completed projects of €23,458K.
146
All research expenses, as well as the costs of studies and development,
other than those described above, were expensed in the 2013 period for a
total amount of €11,555K versus €9,466K during the 2012 period.
Investments in affiliates
Receivables from affiliates
Investments accounted for using the equity method (1)
Loans
Other financial assets
Total
31.12.2012
24,146
Revaluation
0
339,065
Acquisitions
1,597
Transfers
between line
items
9,041
0
682
23
857
364,091
67
0
11,387
0
Decreases
9,388
31.12.2013
16,355
2,651
6,390
0
339,747
11
12
0
924
12,050
363,428
MANITOU GROUP
147
(1) INFORMATION ON HOLDINGS (MOVEMENTS IN 2013)
Companies
C.F.M.
Manitou UK Ltd
Manitou Italia
Manitou Benelux SA
NOTE 5 - INVESTMENTS VALUED USING THE EQUITY METHOD (IN THOUSANDS OF EUROS)
31.12.2012
1,716
Acquisitions
in 2013
31.12.2012
Disposals
31.12.2013
1,716
598
598
34,460
34,460
631
82
713
1,309
1,309
Manitou Portugal
2,963
2,963
8,712
8,712
2,219
2,219
13
13
Chariots Elevateurs Manitou Canada Inc.
358
358
5,705
5,705
200
200
Manitou Vostok
10
10
Manitou Polska
53
53
278,973
278,973
Manitou Interface & Logistics Europe
495
495
Manitou South Asia Private Ltd
136
136
Manitou Brasil
270
Manitou Nordics SIA
244
Manitou Hangzhou Material Handling
Manitou Manutencion Espana SLU
Manitou Americas
Total
339,065
600
870
244
682
0
339,747
In 2013, the company proceeded to repurchase all shares of Manitou Benelux not yet held for €82K.
31.12.2012
55,676
Increases
Other investments (2)
4,026
0
59,702
Reversals
5,268
31.12.2013
50,408
0
3,806
220
0
0
0
0
9,074
50,628
(1) At the end of the period, the total value of securities valued using the equity method was lower than their purchase price. In accordance with Article
332-4 of the French legal accounting guidelines (PCG), a reversal of €5,268K was recorded in 2013, bringing the total amount of the provision to €50,408K
at 31.12.2013.
(2) The sale of the Lucas G shares resulted in a reversal of a provision for impairment of €3,806K.
Manitou UK Ltd
Manitou Italia
Manitou Benelux SA
31.12.2013
Accounting
value (Acq.
cost or
restated 1976
valuation)
% held
100.00%
1,716
Equity
Equity
method accounting
value
reserve
(IFRS)
(IFRS)
24,425
22,709
99.42%
598
4,044
3,446
100.00%
34,460
69,952
98.00%
631
5,529
100.00%
1,310
5,473
Equity
Equity
method accounting
value
reserve
(IFRS)
(IFRS)
20,318
18,602
99.42%
598
4,733
4,135
35,492
100.00%
34,460
75,875
41,415
4,898
100.00%
714
5,366
4,652
4,163
100.00%
1,310
5,497
4,187
Manitou Portugal
100.00%
2,963
6,436
3,473
100.00%
2,963
6,621
3,658
100.00%
8,712
7,409
-1,303
100.00%
8,712
3,848
-4,864
100.00%
2,219
13,996
11,777
100.00%
2,219
13,105
10,886
Chariots Elevateurs Manitou Canada Inc.
100.00%
13
67
54
100.00%
13
68
55
86.00%
358
4,073
3,715
86.00%
358
3,091
2,733
100.00%
5,705
2,388
-3,317
100.00%
5,705
3,025
-2,680
100.00%
200
395
195
100.00%
200
406
206
Manitou Vostok
100.00%
10
519
509
100.00%
10
-44
-54
Manitou Polska
100.00%
53
244
191
100.00%
53
230
177
Manitou Americas
100.00%
278,973
137,568
-141,405
100.00%
278,973
145,364
-133,609
Manitou Brasil
99.00%
495
447
-48
99.00%
495
809
314
100.00%
137
106
-31
100.00%
137
110
-27
99.50%
270
77
-193
99.83%
870
657
-213
100.00%
100,00%
Total
WRITE-OFFS FOR IMPAIRMENT
Total
Sociétés
C.F.M.
Manitou Nordics SIA
The company subscribed to a capital increase at its subsidiary Manitou Brasil for an amount of €600K.
Accounting
value (Acq.
cost or
restated 1976
% held
valuation)
100.00%
1,716
244
241
-3
339,065
283,389
-55,676
244
260
16
339,747
289,339
-50,408
NOTE 6 – INVENTORY
Gross value
Impairment
31.12.2012
Net
Gross value
Impairment
31.12.2013
Net
Raw materials
57,948
4,841
53,107
62,921
4,698
58,223
WIP
14,515
14,515
15,721
Finished products
42,760
41,976
60,106
Merchandise
Total
784
15,721
588
53,100
9,022
44,078
50,095
8,686
41,409
168,323
14,647
153,676
188,843
13,972
174,871
NOTE 7 - RECEIVABLES FROM OPERATIONS
31.12.2012
141,403
GROSS AMOUNTS
2013
Changes
31.12.2013
31,045
172,448
PROVISIONS
31.12.2012
967
2013
Changes
307
31.12.2013
1,274
Other receivables
15,911
-6,140
9,771
Misc. receivables
54,036
-25,750
28,286
0
0
0
0
0
210,505
967
Subscribed capital called, not paid-in
Total
0
211,350
-845
0
0
307
31.12.2012
Accounts receivable and related (1)
140,436
Other receivables
15,911
Misc. receivables (2)
54,036
Subscribed capital called, not paid-in
0
Total
210,383
(1) ) Including commercial paper
90
(2) The main change in this item was directly related to the assignment of the carry-back receivable for €21,060K.
148
59,518
1,274
GROSS AMOUNTS
31.12.2013
171,174
9,771
28,286
0
209,231
539
MANITOU GROUP
149
NOTE 8 - AGING OF RECEIVABLES
On fixed assets
Receivables from affiliates (1)
Loans (1) (2)
On current assets
Doubtful or disputed accounts
Other customer receivables
Personnel and related accounts
Social Security and other social organismes
Income taxes
Value added tax
Miscellaneous
Group and affiliates (2)
Misc. debtors
Prepaid expenses
Total
(1) Loans granted during the year
(1) Loans repaid during the year
(2) Loans to affiliates
NOTE 10 - SHAREHOLDERS’ EQUITY
Gross value
Less than one year
1 to 5 years
6,390
13
923
740
10
923
5,650
3
1,295
171,153
9
38
7,464
7,113
108
20,148
3,177
3,901
221,732
8,986
2,661
1,295
171,153
9
38
1,016
7,113
108
20,148
3,177
3,901
209,631
Over 5 years
31.12.2012
Capital increase
2012 Income
Dividends
2013 Income
Impact of changes in the value of
affiliates (equity method)
Change in investment subsidies
Change in price increase allowance
Change in accelerated depreciation for
the year
31.12.2013
6,448
12,101
Legal
reserve
3,781
Other
reserves
325,500
7,809
-17,797
Income for
Retained the full-year
earnings
period
-32,000
39,809
32,000
145
-39,809
-14,308
Grants and
Total
regulated shareholders’
provisions
equity
27,200 448,414
0
0
-17,652
-14,308
0
39,549 43,667
908
3,781
315,512
145
-14,308
-14
-189
-14
-189
-4,489
22,508
-4,489
411,762
10.2 - BREAKDOWN OF PAID-IN-CAPITAL
Share capital at the beginning of the year
Capital increase
Options for share subscriptions
SHARE CAPITAL AT 31.12.2013
The investment securities were valued at their December 31 market prices.
The SICAV monetary instruments were subject to a «bought-sold» on that date. Interest accrued on the other investments was recorded at the end of the
full-year period.
2012
329
736
-582
8,844
-5,446
3,881
8,873
12,754
2013
221
736
-429
8,844
-5,070
4,302
12,292
16,594
(1) ) Treasury shares
At December 31, 2013, own shares held by the company to cover stock
options (278,000) are included in marketable securities at their purchase
price value of €8,844K, or an average price of €31.81 per share.
As a result, treasury shares were written down at 31.12.2013 by €5,070K
(the difference between the purchase price and the market value of the
shares at December 31, 2013).
At December 31, 2013, the average market price of those shares was
€13.59 with share purchase option exercise prices ranging between
€13.60 and €39.80. The exercisability of the share purchase option plans
was thus considered highly unlikely.
For the full-year 2013 period, a reversal of a provision for impairment of
€376K was reported as non-recurring income.
Par value per share
€1.00
Shares outstanding
39,548,949
Amount
€39,548,949
€1.00
39,548,949
€39,548,949
REVERSALS
Applied
Reversed
31.12.2013
NOTE 11 – PROVISIONS
Regulated provisions
Provision for price increases
Exceptional amortization
Other regulated provisions
Total
Provisions for contingencies and charges
Disputes
Warranties provided to customers (1)
Foreign exchange losses
Other employee benefits (2)
Other provisions for risks (3)
Post employment and similar obligations (4)
Total
Provisions for impairment and depreciation
Tangible assets
Equity interests
Inventories and work in process
Trade accounts
Other (5)
Total
OVERALL TOTAL
Of which, increases and reversals:
- Operating
- Financial
- Non-recurring
150
Valuation
Capital Premiums differences
39,549 43,667
908
0
NOTE 9 - CASH AND INVESTMENT SECURITIES
- SICAV monetary instruments (valued at 31.12.2013 market prices, purchase price at that date)
- Shares in listed company
- Provision for impairment of shares
- Own shares (1)
- Provision for impairment of shares (1)
TOTAL VALUE OF INVESTMENT SECURITIES
- Cash & cash equivalents
TOTAL CASH, CASH EQUIVALENTS AND INVESTMENT SECURITIES
NOTE 10.1 - CHANGES IN SHAREHOLDERS’ EQUITY
31.12.2012
INCREASES
Increases
717
26,345
0
27,061
2,118
3,065
11,248
1,417
727
119
5,416
21,993
616
7,662
3,047
55
258
3,060
14,698
2
0
8,317
1
59,701
14,647
967
6,053
81,369
130,423
0
13,059
677
50
13,786
30,602
9,074
13,287
78
554
23,731
38,107
2,118
Additions
25,387
3,097
2,118
189
6,608
0
6,797
0
559
6,339
1,417
854
837
1,691
446
292
0
2,429
528
21,855
0
22,382
2,268
11,734
3,047
782
375
8,476
26,683
1
50,627
13,973
1,274
5,549
71,424
120,489
Recoveries
21,678
6,709
12,149
MANITOU GROUP
151
(1) WARRANTIES
(3) OTHER RISK PROVISIONS
A provision is made to cover the estimated cost of warranties on machines
and spare parts at the time of their commissioning by the distribution
network or final customer. It covers the contractual warranty as well as its
possible extension following a case-by-case review or within the framework
of campaigns. The provision is calculated on a statistical basis.
This item includes a provision for the allotment of risk free shares for €375K.
(4) PROVISIONS FOR RETIREMENT BENEFIT PLAN COMMITTMENTS
Provisions for post-retirement benefits were evaluated according to the
principles described in Note 1.9. The actuarial assumptions retained for the
valuation of those commitments were as follows:
NOTE 12 - BREAKDOWN OF DEBT
Gross value
Less than one year
1 to 5 years
Over 5 years
113,149
19,649
81,000
12,500
Bank loans and debt (1)
Other loans and financial liabilities
4,772
4,772
137,139
135,592
(2) PENSIONS AND RELATED LIABILITIES
Personnel and related accounts
18,270
18,270
This item corresponds to the amount of the provision for seniority awards.
Social Security and other social organisms
15,447
15,447
Income taxes
0
0
21
21
1,758
1,758
873
873
Group and associates
54,414
54,414
Other debt
13,019
13,019
1,943
1,943
360,805
265,758
31.12.2012
31.12.2013
Value added tax
- Management
62/67 years
62/67 years
Other taxes
- Non-management
62/67 years
62/67 years
Debts on fixed assets and related accounts
Progressive increase in the
number of contribution years to
42 years in 2016
Progressive increase in the
number of contribution years to
42 years in 2016
Annual growth rate of employees
4.00%
4.00%
Uninvoiced revenues
Discount rate
5.40%
3.30%
Total
92,500
78,467
Retirement age
4.00%
3.80%
(1) Loans taken during the year
Male 05 rate/Female 05 rate
Male 05 rate/Female 05 rate
(1) Loans repaid during the year
- Management
2.50%
2.50%
- Non-management
1.00%
1.00%
Mortality rate
Employee turnover
Actuarial gains and losses are fully recognized in the income statement.
The new financing put in place is structured as follows:
The provision for end-of-career indemnities has evolved as follows:
Commitment - End of period
Plan assets at end of period
Financial situation
Cost of prior services (change in collective bargaining agreement 08/2010) (1)
(Provision) / amount prepaid
for a period of five years. That financing will replace the pre-existing contract
from 2008.
- one line for €30 million payable over a 5 year period,
31.12.2012
31.12.2013
13,640
14,981
6 466
6,505
-7,174
-8,476
1,758
0
-5,416
-8,476
The impact on income recorded in 2012 and 2013 can be broken down as follows:
- one line for €50 million payable at maturity,
- one multi-currency line for €30 million which may be used during two
years and payable over a three year period,
- one multi-currency “Revolving Credit Facility” for €110 million.
31.12.2012
31.12.2013
- Service costs
618
- Cost of discounting
- Reduction
1,112
527
461
-241
-216
The group obtains most of its funding needs through bank financing
(syndicated lines of credit or overdrafts) and, in 2012, began the
diversification of its financing sources by issuing a bond for the first time
(€7 million at 31.12.2013) and a second one in 2013 (€12.5 million at
31.12.2013).
The «Other non-current liabilities» includes €1.5 million of long term supplier
credit related to the purchase of “prior generation” engines that will only be
used in the production process as of late 2014. That debt will be settled at
the rate that the engines are used in production cycle. The short term portion
of the «pre-buy» contract is recorded as short-term accounts payable in the
amount of €4.8 million.
31.12.2012
31.12.2013
339,065
339,747
Other investments
24,123
16,332
76,860
89,169
Other receivables
29,143
21,702
25,111
30,376
-173
0
92
1,758
Debt on fixed assets
823
3,115
Other debt
0
342
- Past service costs (1)
Sub-total
Acquisition transfer
Actuarial gain calculated
3,470
-397
Total
4,293
3,060
(1) In accordance with IAS 19 revised, the total of past service costs were recorded as expenses in the 2013 period for €1,758K.
(5) OTHER
12,500
- Methodological adjustment
- Expected return on plan assets
82,547
NOTE 13 - ITEMS RELATED TO AFFILIATES
1,547
65
0
38,578
60,291
58
31
18,312
15,659
349
665
0
0
Financial expenses
Income from equity investments
Other financial income
(1) Difference in equity method valuation:
No transaction was made outside of normal market conditions.
Impairment on treasury shares (see Note 9)
152
MANITOU GROUP
153
NOTE 14 - ACCRUED INCOME AND EXPENSES
NOTE 18 - BREAKDOWN OF SALES
NOTE 14.1 - ACCRUED ASSETS
Other receivables
Cash & cash equivalents
31.12.2012
0
0
4,976
4,031
1
31.12.2013
55
0
6,465
2,502
0
31.12.2012
348
31.12.2013
678
29,072
24,891
922
11,259
29,227
28,516
101
12,410
NOTE 14.2 - ACCRUED EXPENSES
Bank loans and debt
Other loans and financial liabilities
Tax and social liabilities
Debts on fixed assets and related accounts
Other debt
2013
604,619
129,737
116,946
851,302
566,685
127,748
130,580
825,013
294,125
557,177
851,302
283,730
541,283
825,013
Expenses
Income
7,575
14,103
8,333
30,011
NOTE 19 - OPERATING INCOME
Reversal of provision for contingencies
Reversal of provision for impairment of working capital
Transfer of operating expenses (1)
Total
0
insurance compensation for €626K, as well as the reinvoicing of various expenses.
Operating expenses / income
Financial expenses / income
Non-recurring expenses / income
Total
Expenses
Income
3,901
0
0
3,901
1,943
0
0
1,943
NOTE 16 - TRANSLATION DIFFERENCES ON DEBTS AND RECEIVABLES IN FOREIGN
CURRENCY
(Excluding the euro zone)
Asset differences (1)
1,846
1,161
40
3,047
Liability differences
615
229
37
881
(1) Offset by a provision for risk amounting to €3,047K.
NOTE 17 - REVALUATION DIFFERENCES
Assets
Land
Investments in affiliates
Total
Liabilities
Revaluation reserve (1976)
Other differences (equity method)
Total
2012
(1) The transfer of operating expenses item mainly consists of management fees invoiced to Manitou Italia of €3,926K and to Manitou Americas for €335K, personnel expenses for continued training of €572K,
NOTE 15 - PREPAID INCOME AND EXPENSES
Loans and financial debt
Customer accounts
Supplier accounts
Total
A - Breakdown by activity
Production (Manitou BF)
Spare parts trading
Equipment trading
Total
B - Breakdown by market region
France
Export
Total
31.12.2012
31.12.2013
354
554
908
354
554
908
908
0
908
908
0
908
NOTE 20 - FINANCIAL INCOME / EXPENSE
Income from securities
Exchange gains
Reversal of impairment provision on securities (1)
Other income
Interest on borrowings
Currency exchange losses
Other expenses
Total
Expenses
1,890
11,890
3,067
16,847
Income
15,659
7,682
5,268
747
29,356
(1) The use of the equity method for investments in affiliates resulted in a reversal of provisions in 2013 of €5,268K thereby reducing the provision at 31.12.2013
from €55,676K to €50,408K.
NOTE 21 - NON-RECURRING ITEMS
Proceeds from sale of financial assets (1)
Reversals of exceptional write-offs
Reversal of provision for risks (2)
Miscellaneous
Net expenses on sales of financial assets (1)
Exceptional expenses for terminations (3)
Increases in special and exceptional write-offs (4)
Miscellaneous
Total
Expenses
9,492
3,663
3,217
1,020
17,392
Income
3,000
6,608
5,352
389
15,349
(1) Sales of shares of the subsidiary Lucas G.
(2) Of which €3,806K related to the removal of the Lucas G shares.
(3) Indemnities and bonuses for departures related to the company’s executive management reorganization.
(4) Of which €1,098K of exceptional write-off related to the abandonment of the industrial telescopic forklift truck and the tractor projects.
NOTE 22 – TAXES
In 2013, the companies MBF, CFM and Cobra signed a tax consolidation agreement. In accordance with that agreement, their respective tax expense is reported
in the financial statements of each of those entities.
154
MANITOU GROUP
155
NOTE 22.1 - BREAKDOWN OF INCOME TAX
Income from recurring operations
NOTE 26 - AVERAGE HEADCOUNT
Income
before tax
-12,257
Taxes
0
-2,043
8
-2,051
-14,300
8
-14,308
Non-recurring income/expense
Net income
Income after
taxes
-12,257
The taxable income for 2013 amounted to a loss carry forward of €28,257K and did not result in any income tax expense in the 2013 financial statements.
The income tax expense of €8K consists mainly of the 3% tax on 2013 dividends for €530K, offset by tax credits for research and apprenticeship of €361K as
well as the income from the tax consolidation agreement of the subsidiary CFM of €161K.
NOTE 22.2 - RESEARCH TAX CREDIT
2012
333
54
420
912
1,718
NOTE 27 - INDIVIDUAL TRAINING ENTITLEMENT (D.I.F.)
During the 2013 full-year period, costs associated with the French DIF (individual training entitlement) were taken into account within the framework of the agreement
between employees and the company.
NOTE 28 - INFORMATION ON THE COMPENSATION OF OFFICERS
NOTE 22.3 - INCREASES AND REDUCTIONS IN FUTURE TAX LIABILITIES
Total amount of compensation and benefits in-kind paid to corporate officers in 2013:
Montant
Extra benefits
Number of
stock options
granted
Stock options
exercised
Other
provisions and
commitments
645
0
0
405
NATURE OF THE TEMPORARY DIFFERENCES
INCREASES
Regulated provisions at 31.12.2013
In thousands of euros or number of securities
Non-executive corporate officers
22,382
Other tax differences
Total
22,382
INCREASES IN FUTURE TAX LIABILITIES
7,899
6,472
Other (1)
38,845
Total
45,317
REDUCTIONS IN THE FUTURE TAX LIABILITY
NOTE 24 - COMMITMENTS
MANITOU UNVEILS ITS NEW BUSINESS STRATEGY AND ALIGNS
ORGANIZATION TO BETTER SERVE ITS CUSTOMERS
31.12.2013
Impact of discounted liabilities outstanding
457
Mortgages
Term sales of foreign currencies
Interest rate swaps
430
61,882
125,000
Equipment repurchase commitments (1)
1,274
Guarantee of liabilities
1,000
(1) Equipment repurchase commitments are valued at contractually defined repurchase amounts.
It should be noted that the market value of this equipment is generally higher than the repurchase value.
NOTE 25 - IMPACT OF TAX VALUATIONS
INCOME FOR THE PERIOD
Income taxes
INCOME BEFORE TAX
Other regulated provisions
Other tax differences
INCOME BEFORE TAX EXCLUDING THE IMPACT OF TAX VALUATIONS
156
year term expiring at the Shareholders’ Meeting for the approval of 2017 financial
statements.
No real estate leases remained outstanding at 31.12.2013.
Shareholder agreements
NOTE 29 - AUDITORS’ FEES
CHANGES IN CORPORATE GOVERNANCE ANNOUNCED JANUARY 8, 2014
15,998
NOTE 23 - LEASES
Sureties, deposits, collateral
Mandates
467
403
NOTE 30 - POST-CLOSING EVENTS
(1) The tax loss in the 2013 period was €28,257K. The total remaining amount of tax loss carry forwards at 31.12.2013 was €38,845K thus reducing the future
tax liability by €13,538K.
Salaries
147
368
The company believes that the nature of the information required under Article 222-8 of the general regulations and the instruction No. 2006-10 of the AMF and
that provided in the consolidated financial statements fulfils the provisions introduced by decree N° 2008-1487 dated December 30, 2008.
REDUCTIONS
Provisions non-deductible in the year recorded
2013
404
56
457
929
1,847
For information, the total of rights outstanding to all group employees in France which did not result in a request represented 171,108 hours as of 31.12.2013.
The amount of the research tax credit recorded for 2013 was €275K.
Salaried employees
Management staff
Technical and supervisory staff
Office workers
Production workers
Total
31.12.2013
-14,308
8
-14,300
-4,678
-18,978
Michel Denis, President & CEO, presented a new roadmap for the Manitou Group
transforming the company to take full advantage of opportunities for future success
of the Group.
Michel Denis declared: «This strategy will firmly focus on the value provided to our
customers, while strengthening our leadership, growth and profitability. The new
organization will offer a positive operating impact while benefiting our customers
with a less complex as well as a more responsive organization.”
The Group will be organized in three divisions, two product divisions
and a service division
working platforms. Its mission is to optimize the development and production of
these equipments branded Manitou.
– The CE - Compact Equipment product division optimizes the development and
production of skidsteer loaders, track loaders, articulated loaders and telescopic
trucks branded Gehl and Mustang.
– The S&S - Services & Solutions, Service division 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 (geo-location,
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.
distributed by the Sales and Marketing organization to dealers and key accounts
in 120 countries. The new business strategy will be deployed by products, by
regions, by integrating service offerings.
Planning
The new organization project presented to the Works Council will be implemented
beginning of July and over 10 months deployment process.
The strategic objectives, the tactical approach and the operational plan will be
presented in more detail way at the annual General Meeting scheduled on June
5, 2014.
During its meeting of 23 April, 2014, the Board appointed Mr. Dominique Bamas as
independent Director, replacing Mr. Joël Goulet who resigned. Dominique Bamas,
was Director of Manitou since 2009 and accepted to resign from this position
in order to act as transition President & CEO during a 9 months period in 2013.
His nomination will be proposed at the annual General Meeting on June 5, 2014.
back the Board, reinforced by an experience and knowledge of the Group which
will be very profitable for the Board.
The Board members have unanimously expressed their gratitude to Mr. Joël Goulet
who resigns after 20 years of collaboration with Manitou, being successively CEO
of the Group and afterwards independent Director and after having supported the
establishment of the new ambitions of Manitou».
Following this development, the Board will maintain its balanced configuration with
6 family directors and 3 independent directors.
MANITOU GROUP
157
LIST OF SUBSIDIARIES AND AFFILIATES AT 31.12.2013
INVENTORY OF SECURITIES HELD
As for the valuation of investments in affiliates (Note a.2.2 and b.4), and as the consolidated financial statements for 2013 have been prepared in accordance with
IFRS, the values used for the presentation of this table are calculated on the basis of IFRS.
COMPANY
Type and par value
Currency
Shares at 20
Shares at 1000
Shares at 1
Shares at 1
Units of 500
Shares at 1
Shares at 5
Shares at 800,000
Units of 1
Units of 1
Shares at 1,000
Shares at 1
Shares at 361,101
Shares at 1
EUR
EUR
GBP
EUR
EUR
SGD
EUR
EUR
ZAR
GBP
DZD
CAD
USD
AUD
Number
of units or
shares
6,600
12,571
228,670
5,000,000
1,000
400,000
120,000
1
937,500
980,000
6,080
20,000
1
344,000
Shares at 1
EUR
200,000
Shares at 1
Units of 1
Shares at 500
Shares at 10
Shares at 1
Shares at 1
Shares at 15
PLN
EUR
INR
BRL
LVL
EUR
400
495
939,999
2,537,000
170,000
19,000
In number of units or shares or in thousands of euros
Capital
Reserves
and retained
earnings
before
attribution
EUR
1,320
5,000
500
600
800
200
500
290
GBP
230
USD
361,165
SGD
400
ZAR
938
CAD
EUR
18,998
75,783
4,866
6,120
3,048
206
309
-1,117
GBP
4,536
USD
-160,710
SGD
9,173
ZAR
189,952
CAD
20
80
AUD
Manitou Australia Pty Ltd
400
CNY
Manitou China Ltd
59,938
RUB
Manitou Vostok
338
PLN
Manitou Polska
200
INR
9,400
BRL
Manitou Brasil
2,541
LVL
170
Manitou Nordics
B - INVESTMENTS IN ASSOCIATES (10 to 50%)
EUR
Manitou Finance France Ltd
4 682
GBP
Manitou Finance Ltd
2,870
DZD
Algomat
20,000
CNY
Hangzhou Manitou Machinery
27,880
Equipment
I I - General information
A - SUBSIDIARIES excluded from
None
paragraph I
B - INVESTMENTS IN ASSOCIATES
None
excluded from paragraph I
AUD
4,368
CNY
-34,681
RUB
-2,315
PLN
754
INR
-5
BRL
-400
LVL
13
COMPANY
In thousands of euros or foreign
currency
I - Detailed information
A - Subsidiaries (at least 50%
owned by the company)
CFM
Manitou Italia
Manitou Benelux SA
Manitou Portugal
SAVIM
Manitou UK Ltd
Manitou Americas Inc
Manitou Asia PTE Ltd
Manitou Southern Africa PTY Ltd
Chariots Elevateurs Manitou
Canada Inc.
158
% of equity
held
BOOK VALUE OF Loans and Amounts of
advances guarantees
SHARES HELDS
Consolidated granted and provided by
using the outstanding the company
equity
Gross
method
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
99.00%
100.00%
EUR
1,716
34,460
714
2,963
8,712
200
495
228
EUR
20,318
75,875
5,366
6,621
3,848
406
809
9,535
99.42%
598
4,733
5,284
100.00% 278,973
145,364
100.00%
1,310
5,497
100.00%
2,219
13,105
100.00%
13
68
86.00%
358
3,091
100.00%
5,705
3,025
100.00%
10
-44
100.00%
53
230
100.00%
137
110
99.83%
870
657
100.00%
244
260
EUR
30 474
GBP
3,575
DZD
60,423
CNY
49.00%
12 571
49.00%
1 987
30.40%
74
2,834
50.00%
1,448
EUR
6,389
64
5,264
EUR
Sales Income or
excluding
loss (-)
taxes
EUR
24,771
183,211
69,241
11,767
84,566
1,080
33,021
7,721
GBP
75,227
USD
361,513
SGD
39,655
ZAR
445,404
CAD
EUR
909
8,912
1,224
256
1,439
11
362
-477
GBP
792
USD
13,953
SGD
755
ZAR
34,515
CAD
0
12
AUD
47,497
CNY
7,286
RUB
807,030
PLN
4,867
INR
33,366
BRL
1,618
LVL
345
AUD
1,290
CNY
5,628
RUB
-22,892
PLN
-49
INR
1,702
BRL
7
LVL
15
EUR
65,244
GBP
3,242
DZD
0
CNY
EUR
2,261
GBP
1,204
DZD
0
CNY
27,472
-3,414
Dividends
received
EUR
5,016
3,000
1,470
0
5,000
CFM
Manitou UK Ltd.
Manitou Italia
Manitou Benelux SA
Manitou Asia Pte Ltd.
Manitou Portugal
Manitou Southern Africa Pty Ltd
Algomat
Chariots Elev. Manitou Canada Inc.
Manitou Americas
Manitou Australia Pty Ltd
Manitou Vostok
Manitou Polska
Manitou Interface Logistic Europe
Manitou Brasil
Manitou Nordics SIA
SAVIM
Total
Original book
value
1,716
12,571
598
34,460
714
1,310
2,963
8,712
2,219
1,987
74
13
278,973
358
5,705
200
1,448
10
53
495
137
870
244
228
356,058
Equity
consolidation
method value
20,318
12,571
4,733
75,875
5,366
5,497
6,621
3,848
13,105
1,987
74
68
145,364
3,091
3,025
406
1,448
-44
230
809
110
657
260
305,647
COMPANY RESULTS OVER THE LAST FIVE YEARS
1,173
Nature of the indicators
In euros
I - AS AT YEAR-END
a) Share capital
b) Number of shares issued
c) Number of convertible bonds
II – COMPREHENSIVE INCOME OF ACTUAL OPERATIONS
a) Sales excluding taxes
b) Income before taxes, depreciation, amortization, provisions
and employee profit sharing
c) Income taxes
b) Income after taxes, depreciation, amortization, provisions
e) Total dividends paid
III – INCOME PER SHARE FROM OPERATIONS
a) Income after taxes but before depreciation, amortization,
provisions and employee profit sharing
b) Income after taxes, depreciation, amortization, provisions
c) Dividend per share
IV - PERSONNEL
a) Number of employees
b) Total salary expense
c) Amounts paid for employee benefits
2009
2010
2011
2012
2013
37,564,540
37,564,540
37,564,540
37,564,540
39,548,949
39,548,949
39,548,949
39,548,949
39,548,949
39,548,949
433,075,596
544,957,041
774,866,291
851,301,672
825,013,338
-26,803,644
-20,460,145
26,250,478
-1,228,671
54,125,075
5,147,938
24,288,590
-821,743
-4,095,475
8,011
-99,348,904
-2,631,409
29,516,469
39,808,642
-14,308,417
0
0
0
11,864,685
17,797,027
-0.17
0.73
1.24
0.63
-0.10
-2.64
-0.07
0.75
0.30
1.01
0.45
-0.36
0.45
1,323
41,126,453
1,214
41,987,074
1,477
58,211,261
1,718
64,735,908
1,847
71,664,769
16,621,998
17,779,581
23,472,392
35,388,501
36,160,048
MANITOU GROUP
159
8.4.2. STATUTORY AUDITORS’ SPECIAL REPORT ON RELATED PARTY
AGREEMENTS AND COMMITMENTS
8.4 STATUTORY AUDITORS’ REPORT
8.4.1. STATUTORY AUDITORS’ REPORT
ON THE FINANCIAL STATEMENTS OF
THE PARENT COMPANY - YEAR ENDED
31 DECEMBER 2013
This is a free translation into English of the Statutory auditors’ report on the consolidated financial statements issued in the French language and is provided solely for the convenience of English speaking
This is a free translation into English of the Auditors’ special report on related party agreements and commitments that is issued in the French language and is provided solely for the convenience of
English speaking readers. This report on related party agreements and commitments should be read in conjunction with and construed in accordance with French law and professional auditing standards
applicable in France. It should be understood that the agreements reported on are only those provided by the French Commercial Code and that the report does not apply to those related party transactions
described in IAS 24 or other equivalent accounting standards.
users.The Statutory auditors’ report includes information specifically required by French law in such reports, whether modified or not. This information is presented below the opinion on the consolidated
financial statements and includes explanatory paragraphs discussing the auditors’ assessments of certain significant accounting and auditing matters. These assessments were made for the purpose of
issuing an audit opinion on the consolidated financial statements taken as a whole and not to provide separate assurance on individual account captions or on information taken outside of the consolidated
In our capacity as Statutory auditors of your company, we hereby report to
you on related party agreements and commitments.
financial statements.This report also includes information relating to the specific verification of information given in the management report.This report should be read in conjunction and construed in
accordance with French law and professional auditing standards applicable in France.
Accounting principles:
In compliance with the assignment entrusted to us by your Shareholders’
Meeting, we hereby report to you, for the year ended 31 December 2013, on:
As part of our assessment of the accounting principles applied by your, we
have reviewed the methods used to capitalize and amortize development
costs and test their recoverable amount, and are satisfied that note 1.3 to the
financial statements provides appropriate disclosure in this respect.
- the audit of the accompanying financial statements of Manitou BF;
- the justification of our assessments;
- the specific procedures and disclosures required by law.
These consolidated financial statements have been approved by the Board
of directors. Our role is to express an opinion on these consolidated financial
statements, based on our audit.
8.4.1.1 OPINION ON THE FINANCIAL
STATEMENTS
We conducted our audit in accordance with professional standards applicable
in France; those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, using sample testing
techniques or other selection methods, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes assessing
the accounting principles used and significant estimates made, as well as
evaluating the overall financial statement presentation. We believe that the
audit evidence we have obtained is sufficient and appropriate to provide a
basis for our audit opinion.
In our opinion, the financial statements give a true and fair view of the
assets and liabilities and of the financial position of the Group as at 31
December 2013 and of the results of its operations for the year then ended
in accordance with French accounting principles.
8.4.1.2 JUSTIFICATION OF OUR
ASSESSMENTS
In accordance with the requirements of Article L. 823-9 of the French
Commercial Code (Code de Commerce) relating to the justification of our
assessments, we bring to your attention the following matters:
Accounting estimates
• Note 1.4 to the financial statements outlines the procedures used to value
the company’s equity interests. Because of the mandatory application of
IFRS for the preparation of the group’s consolidated financial statements, the
equity used to value these interests in the company financial statements is
calculated in accordance with these same standards.
• Note 11 to the financial statements discloses the fact that your company
sets aside provisions in respect of customer guarantees and campaigns. In
particular, our work consisted in assessing the information and assumptions
determined by Management on which such accounting estimates are based,
reviewing, on a test basis, the Company’s calculations and comparing the
accounting estimates of prior periods with the corresponding actual data.
These assessments were made as part of our audit of the consolidated
financial statements taken as a whole, and therefore contributed to the
expression of our opinion in the first part of this report.
8.4.1.3 SPECIFIC PROCEDURES AND
DISCLOSURES
We have also performed, in accordance with professional standards
applicable in France, the specific verifications required by French law.
We have no matters to report as to the fair presentation and the consistency
with the financial statements of the information given in the Board of directors’
management report and in the documents addressed to shareholders with
respect to the financial position and the financial statements.
Concerning the information given in accordance with the requirements of
article L. 225-102-1 of the French Commercial Code relating to remuneration
and benefits received by the directors and any other commitments made in
their favour, we have verified its consistency with the financial statements, or
with the underlying information used to prepare these financial statements
and, where applicable, with the information obtained by your Company from
companies controlling your Company or controlled by it. Based on this work,
we attest the accuracy and fair presentation of this information.
The terms of our engagement require us to communicate to you, based
on information provided to us, the principal terms and conditions of those
agreements and commitments brought to our attention or which we may
have discovered during the course of our audit, without expressing an
opinion on their usefulness and appropriateness or identifying such other
agreements and commitments, if any. It is your responsibility, pursuant to
Article R. 225-31 of the French Commercial Code (Code de Commerce), to
assess the interest involved in respect of the conclusion of these agreements
and commitments for the purpose of approving them.
Our role is also to provide you with the information provided for in Article R.
225-31 of the French Commercial Code in respect of the performance of
the agreements and commitments already authorised by the Shareholders’
Meeting and having continuing effect during the year, if any.
We conducted the procedures we deemed necessary in accordance with
the professional guidelines of the French National Institute of Statutory
auditors (Compagnie Nationale des Commissaires aux comptes) relating to
this engagement. These procedures consisted in agreeing the information
provided to us with the relevant source documents.
8.4.2.1. AGREEMENTS AND COMMITMENTS
SUBMITTED TO THE APPROVAL OF THE
SHAREHOLDERS’ MEETING
Agreements and commitments authorised during the year
We hereby inform you that we have been advised of following agreements or
commitments authorised during the year to be submitted to the approval of
the Board of directors pursuant to the provisions of Article L. 225-40 of the
French Commercial Code.
In accordance with French law, we have verified that the required information
concerning the identity of shareholders and holders of voting rights has been
properly disclosed in the management report.
COMMITMENTS UNDERTAKEN ON BEHALF OF MR. DOMINIQUE
BAMAS, PRESIDENT AND CHIEF EXECUTIVE OFFICER FROM 6 MARCH
2013 TO 13 JANUARY 2014
On 6 March 2013, your Board of directors authorised the principle whereby
Mr. Dominique Bamas, who was appointed President and Chief executive
officer on the same date, would be paid severance pay equal to six times
his monthly remuneration, payable in the event of (i) termination of his
mandate as President and Chief executive officer for any reasons other than
gross misconduct or negligence (ii) resignation from his mandate, with said
compensation being raised to twelve times his monthly remuneration for a
departure after 30 November 2013.
RSM Secovec
Nicolas Perenchio
Thierry de Gennes
Following the departure of Mr. Dominique Bamas on 13 January 2014,
your company assumed in 2013 a gross compensation of €360,000, your
Board of directors having duly noted that, prior to its decision to grant this
compensation, the objectives assigned to Mr. Dominique Bamas at the time of
his appointment as President and Chief executive officer had been achieved
(core business development, strengthening of relations with distribution
networks, adjustment of the sales & marketing organization, safeguarding of
the financial structure and preservation of cash flows).
On 6 March 2013, your Board of directors also stipulated that the President
and Chief executive officer:
– would be required to comply with a non-compete clause over a period of
twelve months following the end of his mandate, regardless of the reasons
for the termination of the mandate,
– would receive, in return for observing this clause, a monthly compensation
paid at the end of each month over a period of one year after the effective
termination of his mandate, equal to 50% of his monthly fixed remuneration
received in the last twelve months preceding the termination of his mandate.
This non-compete clause was lifted by the Board of directors on 8 January
2014 and is therefore not applicable.
CREDIT AGREEMENT WITH THE SOCIÉTÉ GÉNÉRALE GROUP
On 27 June 2013, your Company entered into a credit agreement with Société
Générale in an agent capacity (within the meaning of said agreement), and
with other banks and credit institutions. Geneval SAS, a Société Générale
group entity, held more than 6% of Manitou’s share capital on this date and
until 22 October 2013. On 26 June 2013, your Board of directors decided to
apply the regulated agreements procedure to this agreement.
This agreement involves a multi-currency credit facility of €220 million,
including:
– A 5-year Euro-denominated loan with a total principal amount of
€30 million (“Tranche A”),
– A 5-year Euro-denominated loan with a total principal amount of
€50 million (“Tranche B”),
– A 5-year multi-currency loan with a total principal amount of €30 million
(“Capex Loan”),
– A 5-year multi-currency revolving loan with a total principal amount of
€110 million (“Revolving Loan”).
The main restrictive clauses relating to this agreement are as follows:
– Gearing ratio (net debt/equity) of less than 1 over the term of the loan (for
tranches A and B),
– Leverage ratio (EBITDA/net debt) of less than 3.5 (for the Capex and
Revolving loans).
The interest, calculated at Euribor or Libor + margin according to the
loans, paid by your company in 2013 under this agreement amounted to
€1,049,188 and the loan origination fees totalled €3,870,405.
8.4.2.2. AGREEMENTS AND COMMITMENTS
PREVIOUSLY APPROVED BY THE
SHAREHOLDERS’ MEETING
Agreements and commitments authorised in previous years and
having continuing effect during the year
Pursuant to Article R. 225-30 of the French Commercial Code, we have
been advised that the following agreements and commitments authorised in
previous years have had continuing effect during the year.
COMMITMENTS UNDERTAKEN ON BEHALF OF JEAN-CHRISTOPHE
GIROUX, CHIEF EXECUTIVE OFFICER UNTIL 6 MARCH 2013
On 2 June 2009, the Supervisory board had set the lump-sum termination
benefit of Jean-Christophe Giroux at two years of fixed and variable annual
remuneration in the event of departure during the first 18 months of the
We assessed the reasonableness of such estimates.
160
MANITOU GROUP
161
mandate and at one year of fixed and variable annual remuneration in the
event of departure after these 18 months. This compensation was payable
in the event of non-renewal or termination of his mandate for any reasons
except gross misconduct or negligence, or forced departure following a
change in control over the company. The payment of this compensation was
subject to payment of at least 50% of the variable remuneration at least once
in the last two years or year then ended, as noted by the Board of directors.
AGREEMENTS AND COMMITMENTS AUTHORISED IN PREVIOUS
YEARS AND HAVING NO EFFECT DURING THE YEAR
The termination benefit of Jean-Christophe Giroux was set at €510,000 by
the Board of directors on 6 March 2013.
Lucas G was a wholly-owned subsidiary of Manitou BF until it was sold on
11 September 2013
Furthermore, pursuant to the commitment undertaken at the time of his
appointment by the Supervisory board on 2 June 2009, Jean-Christophe
Giroux is required to comply with a non-compete clause over a period
of twelve months following the end of his mandate in France, the United
Kingdom and Germany. In return for observing this clause, he receives
a monthly compensation paid at the end of each month over a period of
one year after the effective termination of his mandate, equal to 50% of
his monthly fixed remuneration received in the last month preceding the
termination of his mandate. This compensation amounts to €180,000, paid
in twelve monthly instalments as from March 2013.
AGREEMENT WITH MRS. JACQUELINE HIMSWORTH, VICE-CHAIRMAN
OF THE BOARD OF DIRECTORS
Current account
Ms. Jacqueline Himsworth’s current account totalled €210,930 (including
interest, net of deductions) as of 31 December 2013. This account bore
interest at 2.79%. The amount of interest assumed by your Company in this
respect totalled €4,851 in 2013.
AGREEMENT WITH MR. BRAUD (CHAIRMAN OF THE BOARD OF
DIRECTORS) AND MRS. BRAUD
Current account
Mr. and Mrs. Braud’s current account totalled €4,561,392 as of 31
December 2013 (including interest, net of deductions). This account bore
interest at 2.79%. The amount of interest assumed by your company in this
respect totalled €101,475 in 2013.
CREDIT AGREEMENT WITH GENEVAL, SOCIÉTÉ GÉNÉRALE GROUP, A
MANITOU BF SHAREHOLDER
On 4 September 2008, your company entered into a credit agreement
with Société Générale in an agent capacity (within the meaning of said
agreement), and with other banks and credit institutions. This agreement
provides for three credit lines:
- A €210,000,000 borrowing facility over 5 years;
- Two revolving credit facilities in the amount of €40,000,000 and
$45,000,000 respectively.
The agreement was amended on 21 October 2008; 26 February 2009; 23
July 2009 and 16 September 2010.
The agreement was replaced with the multi-currency credit facility of
€220 million dated 27 June 2013.
The amount of interest assumed in 2013 under this credit agreement
totalled €405,119.
162
Furthermore, we were advised of the following agreements and commitments
previously approved by the Shareholders’ Meeting in prior years which
remained in force but had no continuing effect during the year.
AGREEMENTS WITH LUCAS G
At its meeting of 24 June 2010, your Board of directors authorised the
following cooperation projects between your company and Lucas G:
Distribution by Manitou BF of articulated loaders manufactured by
Lucas G.
The distribution agreement, entered into on 1 November 2010, is an
exclusive cross-licensing agreement whereby Lucas G grants Manitou BF
an exclusive worldwide right to distribute these products, Manitou BF being
prohibited from procuring such products from any third party or producing
them on its own. The agreement is entered into for a term of 3 years and
became effective in 2011.
Supply by Lucas G of a range of accessories to Manitou BF
The products concerned are buckets and dippers for agricultural and
construction purposes. This project had no effect in 2013.
RSM Secovec
Nicolas Perenchio
Thierry de Gennes

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