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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): January 31, 2020

 

MANPOWERGROUP INC.

(Exact name of registrant as specified in its charter)

 

Wisconsin		1-10686		39-1672779
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

100 Manpower Place
Milwaukee, Wisconsin		53212
(Address of principal executive offices)		(Zip Code)

 

Registrant's telephone number, including area code:  (414) 961-1000

 

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $.01 par value	MAN	New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 

 

 

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Item 2.02

Results of Operations and Financial Condition

 

The information in this Item 2.02, including exhibit 99.1 attached herto, is furnished solely pursuant to Item 2.02 of Form 8-K. Consequently, such information is not deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section. Further, the information in this Item 2.02, including exhibit 99.1, shall not be deemed to be incorporated by reference into the filings of the registrant under the Securities Act of 1933.

On January 31, 2020, we issued a press release announcing our results of operations for the three months and year ended December 31, 2019. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Effective January 1, 2020, our segment reporting was realigned due to our Right Management business being combined with each of our respective country business units. Accordingly, our former reportable segment, Right Management, is now reported within each of our respective reportable segments. All previously reported results have been restated to conform to the current year presentation. Attached hereto as Exhibit 99.3 is our Operating Unit Results since January 1, 2018, revised to conform to the current year presentation.

 

Item 9.01.

Exhibits

 

Exhibit No.		Description
99.1		Press Release dated January 31, 2020
99.2		Presentation materials for January 31, 2020 Conference Call
99.3		Operating Unit Results reflecting the restatement of segment results
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

					MANPOWERGROUP INC.
Dated:		January 31, 2020			By:		/s/ John T. McGinnis
					Name:		John T. McGinnis
					Title:		Executive Vice President and Chief Financial Officer

 

 

 

Exhibit 99.1

 

 

 

ManpowerGroup Reports 4^th Quarter and Full Year 2019 Results

 

 

MILWAUKEE, January 31, 2020 -- ManpowerGroup (NYSE: MAN) today reported net earnings of $2.33 per diluted share for the three months ended December 31, 2019 compared to $2.54 per diluted share in the prior year period.  Net earnings in the quarter were $138.8 million compared to $158.3 million a year earlier.  Revenues for the fourth quarter were $5.2 billion, a 4% decline from the prior year period.  

Financial results in the quarter were impacted by the stronger U.S. dollar relative to foreign currencies compared to the prior year period.  On a constant currency basis, revenues were down 2%. On a constant currency basis, net earnings per diluted share decreased 6%. Earnings per share in the quarter were negatively impacted 5 cents by changes in foreign currencies compared to the prior year. Discrete net tax benefits positively impacted earnings per share by 23 cents in the fourth quarter of 2019.  

 

“We executed well in a slow growth global economy,” said Jonas Prising, ManpowerGroup Chairman & CEO.  “Our fourth quarter performance reflects a challenging revenue environment in Europe, partially offset by growth in the Americas, Right Management and most markets within APME.  While the global economy continues to face a high level of complex trade and geopolitical related risks, there are growth opportunities in this environment for our market leading services and workforce solutions offerings.”

“With that, we are excited to announce today’s launch of our new brand Talent Solutions, combining three of our current global offerings to leverage our deep expertise in RPO, Tapfin MSP and Right Management.  This is how we will continue to deliver new solutions and create added value that addresses our clients’ complex global workforce needs.”

 

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“We anticipate diluted earnings per share in the first quarter will be between $1.33 and $1.41, which includes an estimated unfavorable currency impact of 3 cents.”

Free Cash Flow in the fourth quarter of $303 million represented a significant increase from $156 million in the prior year period. At December 31, 2019, Days Sales Outstanding decreased by one day from the prior year. ManpowerGroup repurchased 579 thousand shares of common stock for $51 million during the quarter.

Net earnings for the year ended December 31, 2019 were $465.7 million, or $7.72 per diluted share compared to net earnings of $556.7 million, or $8.56 per diluted share in the prior year. The year to date period included special items and restructuring costs which increased earnings per share by 4 cents and discrete income tax benefits that increased earnings per share by 23 cents. The prior year to date period included restructuring costs which reduced earnings per share by 46 cents.  Revenues for the year were $20.9 billion, a decrease of 5% from the prior year or a decrease of 1% in constant currency. Earnings per share for the year were negatively impacted 28 cents by changes in foreign currencies compared to the prior year, or 36 cents excluding the special items and restructuring costs.  ManpowerGroup repurchased 2.4 million shares of common stock for $203 million during the year ended December 31, 2019.

In conjunction with its fourth quarter and full year earnings release, ManpowerGroup will broadcast its conference call live over the Internet on January 31, 2020 at 7:30 a.m. CST (8:30 a.m. EST). Interested parties are invited to listen to the webcast and view the presentation by logging on to http://investor.manpowergroup.com/ in the section titled “Investor Relations.”

 

Supplemental financial information referenced in the conference call can be found at http://investor.manpowergroup.com/ .

 

About ManpowerGroup

 

ManpowerGroup® (NYSE: MAN), the leading global workforce solutions company, helps organizations transform in a fast-changing world of work by sourcing, assessing, developing and managing the talent that enables them to win. We develop innovative solutions for hundreds of thousands of organizations every year, providing them with skilled talent while finding meaningful, sustainable employment for millions of people across a wide range of industries and skills. Our expert family of brands – Manpower, Experis and Talent Solutions – creates substantially more value for candidates and clients across 80 countries and territories and has done so for over 70 years. In 2019, ManpowerGroup was named one of Fortune's Most Admired Companies for the seventeenth year and one of the World's Most Ethical Companies for the tenth year, confirming our position as the most trusted brand in the industry. See how ManpowerGroup is powering the future of work: www.manpowergroup.com

 

Forward-Looking Statements

This news release contains statements, including earnings projections, predictions about revenue trends and the effect of currency fluctuations, that are forward-looking in nature and, accordingly, are subject to risks and uncertainties regarding the Company’s expected future results. The Company’s actual results may differ materially from those described or contemplated in the forward-looking statements. Factors that may cause the Company’s actual results to differ materially from those contained in the forward-looking statements can be found in the Company’s reports filed with the SEC, including the information under the heading ‘Risk Factors’ in its Annual Report on Form 10-K for the year ended December 31, 2018, which information is incorporated herein by reference.

 

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ManpowerGroup

Results of Operations

(In millions, except per share data)

 

 

 

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ManpowerGroup

Operating Unit Results

(In millions)

 

 

 

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ManpowerGroup

Consolidated Balance Sheets

(In millions)

 

 

 

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ManpowerGroup

Consolidated Statements of Cash Flows

(In millions)

 

 

 

ManpowerGroup Fourth Quarter Results | January 31, 2020 Exhibit 99.2

FORWARD-LOOKING STATEMENT This presentation contains statements, including financial projections, that are forward-looking in nature. These statements are based on management’s current expectations or beliefs, and are subject to known and unknown risks and uncertainties regarding expected future results. Actual results might differ materially from those projected in the forward-looking statements. Additional information concerning factors that could cause actual results to materially differ from those in the forward-looking statements is contained in the ManpowerGroup Inc. Annual Report on Form 10-K dated December 31, 2018, which information is incorporated herein by reference, and such other factors as may be described from time to time in the Company’s SEC filings. Any forward-looking statements in this presentation speak only as of the date hereof. The Company assumes no obligation to update or revise any forward-looking statements. We reference certain non-GAAP financial measures, which we believe provide useful information for investors. We include a reconciliation of these measures, where appropriate, to GAAP on the Investor Relations section of our website at manpowergroup.com.

As Reported Q4 Financial Highlights 4% Revenue $5.2B 2% CC 20 bps Gross Margin 16.5% 12% Operating Profit $192M 10% CC 30 bps OP Margin 3.7% 8% EPS $2.33 6% CC Consolidated Financial Highlights ManpowerGroup 2019 Fourth Quarter Results

Consolidated Financial Highlights ManpowerGroup 2019 Fourth Quarter Results As Reported As Adjusted(1) 2019 Financial Highlights 5% 5% Revenue $20.9B 1% CC 1% CC 10 bps 10 bps Gross Margin 16.2% 19% 14% Operating Profit $645M ($720M as adjusted) 16% CC 10% CC 50 bps 30 bps OP Margin 3.1% (3.5% as adjusted) 10% 15% EPS $7.72 ($7.68 as adjusted) 6% CC 11% CC As Adjusted figures exclude (a) the impact of the gain of $30M from our Greater China IPO in Q3 2019; (b) the impact of the gain of $80M from our acquisition of the remaining interest in our Manpower Switzerland business, which was recorded in interest and other expenses below operating profit; (c) the impact of goodwill impairment and related tax and other charges of $76M in Q2 2019, of which $66M was recorded in SG&A and $10M was recorded in provision for income taxes; and (d) $39.8M ($31.4 net of tax) of restructuring costs in Q1 2019, while 2018 excludes $39.3M ($29.9M net of tax) of restructuring costs.

EPS Bridge – Q4 vs. Guidance Midpoint ManpowerGroup 2019 Fourth Quarter Results

Consolidated Gross Margin Change ManpowerGroup 2019 Fourth Quarter Results

Growth Business Line Gross Profit – Q4 2019(1) (1) Business line classifications can vary by entity and are subject to change as service requirements change. ManpowerGroup 2019 Fourth Quarter Results █ Manpower █ Experis █ ManpowerGroup Solutions █ Right Management █ ManpowerGroup – Total

SG&A Expense Bridge – Q4 YoY (in millions of USD) ManpowerGroup 2019 Fourth Quarter Results This was unfavorably impacted 10 bps due to the effect of currency exchange rates on our business mix. In constant currency, SG&A was 12.8% of Revenue.

As Reported Q4 Financial Highlights 2% Revenue $1.1B 3% CC 4% OUP $51M 2% CC 30 bps OUP Margin 4.8% Operating Unit Profit (OUP) is the measure that we use to evaluate segment performance. OUP is equal to segment revenues less direct costs and branch and national headquarters operating costs. Americas Segment (20% of Revenue) ManpowerGroup 2019 Fourth Quarter Results

Revenue Growth - CC Revenue Growth % of Segment Revenue Americas – Q4 Revenue Growth YoY Average Daily Revenue Growth - CC ManpowerGroup 2019 Fourth Quarter Results On an organic basis, revenue for the US decreased 3%. (ADR on an organic basis was -3%). (1)

As Reported Q4 Financial Highlights 1% Revenue $2.3B 4% CC 1% OUP $128M 4% CC 0 bps OUP Margin 5.5% Southern Europe Segment (45% of Revenue) ManpowerGroup 2019 Fourth Quarter Results On an organic basis, revenue for Southern Europe decreased 3% or -1% in constant currency. (1)

Southern Europe – Q4 Revenue Growth YoY Revenue Growth - CC Revenue Growth % of Segment Revenue Average Daily Revenue Growth - CC ManpowerGroup 2019 Fourth Quarter Results

Northern Europe Segment (22% of Revenue) ManpowerGroup 2019 Fourth Quarter Results As Reported Q4 Financial Highlights 9% Revenue $1.2B 6% CC 49% OUP $21M 48% CC 140 bps OUP Margin 1.8%

Northern Europe – Q4 Revenue Growth YoY Revenue Growth - CC Revenue Growth % of Segment Revenue Average Daily Revenue Growth - CC ManpowerGroup 2019 Fourth Quarter Results (1) On an organic basis, revenue for the Netherlands decreased 17% or -15% in constant currency (ADR in organic constant currency is -15%).

APME Segment (12% of Revenue) ManpowerGroup 2019 Fourth Quarter Results As Reported Q4 Financial Highlights 19% Revenue $597M 19% CC 23% OUP $21M 25% CC 20 bps OUP Margin 3.5% (1) On an organic basis excluding Greater China, revenue for APME was flat or -1% in constant currency.

APME – Q4 Revenue Growth YoY Revenue Growth - CC Revenue Growth % of Segment Revenue Average Daily Revenue Growth - CC On an organic basis excluding Greater China, revenue for APME Other increased 9% or +8% in constant currency (ADR in organic constant currency is +6%). (1) ManpowerGroup 2019 Fourth Quarter Results

Right Management Segment (1% of Revenue) ManpowerGroup 2019 Fourth Quarter Results As Reported Q4 Financial Highlights 4% Revenue $52M 5% CC 22% OUP $11M 23% CC 330 bps OUP Margin 21.9%

Cash Flow Summary – Full Year ManpowerGroup 2019 Fourth Quarter Results

Balance Sheet Highlights Total Debt (in millions of USD) Total Debt to Total Capitalization Total Debt Net Debt (Cash) ManpowerGroup 2019 Fourth Quarter Results

Interest Rate Maturity Date Total Outstanding Remaining Available Euro Notes - €500M 1.809% Jun 2026 556 - Euro Notes - €400M 1.913% Sep 2022 447 - Revolving Credit Agreement 2.76% Jun 2023 - 599 Uncommitted lines and Other Various Various 70 254 Total Debt 1,073 853 Debt and Credit Facilities – December 31, 2019 (in millions of USD) (2) (1) The $600M agreement requires that we comply with a Leverage Ratio (net Debt-to-EBITDA) of not greater than 3.5 to 1 and a Fixed Charge Coverage Ratio of not less than 1.5 to 1, in addition to other customary restrictive covenants. As defined in the agreement, we had a net Debt-to-EBITDA ratio of 0.57 and a fixed charge coverage ratio of 5.01 as of December 31, 2019. As of December 31, 2019, there were $0.5M of standby letters of credit issued under the agreement. Represents subsidiary uncommitted lines of credit & overdraft facilities, which total $324.1M. Total subsidiary borrowings are limited to $300M due to restrictions in our Revolving Credit Facility, with the exception of Q3 when subsidiary borrowings are limited to $600M. ManpowerGroup 2019 Fourth Quarter Results

ManpowerGroup 2019 Fourth Quarter Results Talent Solutions combines three of our current global offerings to leverage our deep expertise in RPO, Tapfin MSP and Right Management. We intend to create higher value and new solutions addressing our clients’ complex global workforce needs. .

ManpowerGroup 2019 Fourth Quarter Results ManpowerGroup‘s integrated HR tech stack provides competitive advantage with the rapid deployment of best in class technology together with deep and broad workforce expertise. Predict: Help people understand their potential and anticipate an organization’s workforce needs using data, analytics and AI Develop: Engage and develop people through personalized career development Connect: Superior candidate experience to attract and source the diverse talent our clients need Manage: Manage, engage and motivate people while optimizing HR processes Increased efficiency and speed, optimized HR and reduced risk through technology Optimized HR processes Increased efficiency Decreased costs Reduced risk Accelerated speed Improved client and candidate experience

ManpowerGroup 2019 Fourth Quarter Results MyPath is building the talent pool of the future - providing people with career progression, developing skills for growth sectors, increasing earning potential through fast-track learning, on the job training and certification. France USA India Mexico Rapid expansion in 2020 Canada Italy Norway UK Spain Netherlands Belgium Japan More SKILLED talent pool for clients Higher UTILIZATION of talent Increased REASSIGNMENT rates Better MATCH, more satisfied clients and candidates Greater PRODUCTIVITY of associates and talent agents

First Quarter 2020 Outlook ManpowerGroup 2019 Fourth Quarter Results Revenue Total Down 2-4% (Flat/Down 2% CC) Americas Up 1-3% (Up 3-5% CC) Southern Europe Down/Up 1% (Up 1-3% CC) Northern Europe Down 5-7% (Down 3-5% CC) APME Down 14-16% (Down 14-16% CC) Gross Profit Margin 16.1 – 16.3% Operating Profit Margin 2.7 – 2.9% Tax Rate 35.5% EPS $1.33 – $1.41 (unfavorable $0.03 currency)

Our fourth quarter performance reflects a challenging revenue environment in Europe, partially offset by growth in the Americas, Right Management and most markets within APME. Today we are launching our new brand Talent Solutions, combining three of our current global offerings to leverage our deep expertise in RPO, Tapfin MSP and Right Management. This is how we will continue to deliver new solutions and create added value that addresses our clients’ complex global workforce needs. Our PowerSuite integrated HR technology stack is at the center of our technology strategy and demonstrates how we are digitizing our business at an accelerated pace to drive efficiencies and interact differently with our candidates and clients. We are well positioned to help our clients address their workforce challenges with our strong brands, market leading global footprint and extensive portfolio of solutions and services. Key Take Aways ManpowerGroup 2019 Fourth Quarter Results

Appendix

Growth █ Manpower █ Experis █ Talent Solutions █ ManpowerGroup – Total Restated Business Line Gross Profit based on 2020 Changes (1) (1) Business line classifications can vary by entity and are subject to change as service requirements change. ManpowerGroup 2019 Fourth Quarter Results Q4 2019 $860M YTD 2019 $3.4B

Exhibit 99.3

ManpowerGroup

Restated Operating Unit Results

(In millions)

Effective January 1, 2020, our segment reporting was realigned due to our Right Management business being combined with each of our respective country business units. Accordingly, our former reportable segment, Right Management, is now reported within each of our respective reportable segments. All previously reported results have been restated to conform to the current year presentation.

 

 

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ManpowerGroup

Restated Operating Unit Results

(In millions)