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Algemeen advies 18/06/2013 07:32
Series of significant announcements from Royal Imtech N.V.
This press release is only available in English
Today, Royal Imtech N.V. publishes a series of significant announcements, including:
Publication of audited annual report; confirms preliminary results
- Preparation for 500 million rights issue on track
- First quarter results published: Imtech had a difficult first quarter 2013

New medium term targets set
New Supervisory Board members: C.J.A. (Kees) van Lede and F.J.G.M. (Frans) Cremers
- Publication of Report to Shareholders on investigations
- Strengthened business controls implemented
For all of these announcements, the following separate releases are published:
Press Release: Imtech announces audited financial statements 2012
Press Release: Imtech announces first quarter 2013 results
Press Release: New Supervisory Board Royal Imtech
Press Release: Imtech releases Shareholder Report on investigations

Imtech publishes audited financial statements 2012
This press release is only available in English

Final waiver and amendment agreement with main financiers
Rights issue preparations on track
Publication of audited financial statements 2012 important next step in recovery plan
Audited results in line with preliminary figures 2012


Key figures
in € million, unless otherwise indicated FY2012 FY2011 Restated Change

Revenue and other income 5,432.9 5,064.8 7%
EBITDA -51.7 257.1
EBITDA excluding restructuring cost -1.7 268.1
Operating result (EBIT) -158.5 192.8
Net result -226.3 99.5
Order book 6,409 5,811
Net interest-bearing debt 773.1 575.7

Margins
EBITDA margin -1.0% 5.1%
EBITDA margin (excluding restructuring cost) -0.0% 5.3%
Employees 29,473 27,412 8%


Note: 2011 restated in accordance with IAS8

Gerard van de Aast, CEO: 'The publication of the audited results brings a difficult and turbulent period to an end. Imtech must now look forward and implement the recovery plan. Imtech's core value proposition based on its technological capabilities and market coverage is still intact. The people at Imtech will move forward and continue to make serving their customers their top priority. To all our stakeholders we truly apologize for the turmoil and disappointment we have caused.'

Final agreement with main financiers

After the identification of the irregularities in Germany and Poland, it was clear that Imtech was not going to meet its year-end 2012 financial covenants. On 15 June, Imtech reached final agreement with its main financiers (including the lenders of the syndicated bank loans, the holders of unsecured senior notes and its largest guarantee providers) regarding a waiver and amendment agreement for the outstanding facilities. The main financiers will continue to make their current facilities available, under amended conditions as stated below. This agreement gives an important signal to our customers, suppliers, employees and shareholders and enabled us to finalise the 2012 financial statements. The amended conditions include:

No testing of financial covenants for 2013, quarterly testing from Q1 2014
Step-up in margins: 300 basis points (of which 100 basis point PIK) until leverage < 2.0x, 175 basis points thereafter.
Restrictions in relation to new debt, acquisitions, disposals and dividend.
Security from pledge of shares of material subsidiaries.

Rights issue update
On 27 February, 2013 Imtech announced the intention to strengthen its shareholders' equity with a rights issue of 500 million Euro. The proceeds of the rights issue (after the deduction of costs) will be fully utilized for debt reduction, resulting in a reinforcement of Imtech's capital structure. A more extensive explanation of the rights issue is included in the agenda of the Annual General Meeting of shareholders, published on the company's website (imtech.com). Approval for the rights issue will be requested in the Annual General Meeting of shareholders on 28 June, 2013. The announced rights issue is expected to be completed this summer.

Restatement of comparative figures 2011
The financial statements 2012 include the financial effects of several significant events. These financial effects relate to the financial year 2012 itself and, to a lesser extent, to prior years. These prior year effects have been corrected in the financial statements 2012, by restating the comparative figures 2011, in accordance with IAS 8. For further information reference is made to the notes to the consolidated financial statements 2012 in the annual report 2012.

Preliminary Annual figures for 2012
Compared to the preliminary annual figures 2012, as published on 21 May 2013, total equity as at 31 December 2012 and the result for the year 2012 have remained unchanged. Certain reclassifications have been applied, which are described below.

Total revenue and total operating expenses have both been adjusted downward, which has - on balance- no effect on the result from operating activities (EBIT).

Total working capital has remained unchanged, however with some changes between individual items within working capital.

Net debt has remained unchanged, but the presentation in the balance sheet has changed. In accordance with IFRS, upon not meeting the covenants as per 31 December 2012, the total carrying values of the syndicated loans and senior note facilities have been presented as current liabilities in the financial statements 2012. This presentation is required, despite having obtained waivers as per 15 June 2013. Reference is made to note 25 to the consolidated financial statements in the annual report 2012.

Financial performance
Profit and loss statement
in € million, unless otherwise indicated FY2012 FY2011 Restated Change

Revenue 5,432.9 5,064.8 7%
EBITDA -51.7 257.1
Depreciation -39.9 -35.3
Amortisation intangible assets -43.6 -29.0
Impairments -23.3 -
Operating result (EBIT) -158.5 192.8
Net finance result -65.9 -52.0

Share of results of associates, joint ventures and other investments 2.9 -
Income tax expense -4.8 -41.3
Net result -226.3 99.5

Note: 2011 restated in accordance with IAS8

Revenue
In 2012 revenue increased by 7% to 5,432.9 million euro. In the Benelux revenue decreased by 7% due to difficult market circumstances, especially in the buildings and infra markets. In Germany & Eastern Europe revenue decreased 9%, also primarily due to significant events. The revenue in UK & Ireland increased by 49% also impacted by the acquisition of Capula in the UK. In Spain & Turkey revenue increased by 27% due to the acquisition of AE Arma-Elektropanç in Turkey offset by a decrease in Spain. Revenue in Nordic increased by 15% and in ICT, Traffic & Marine increased by 13%.

EBITDA
For 2012 EBITDA was a loss, primarily due to the write-offs in Poland, Germany and the Netherlands as well as difficult market conditions in Benelux, Spain and Marine. The EBITDA in Spain & Turkey was negative. ICT, Traffic & Marine EBITDA decreased 25%, mainly as a result of margin pressure. The EBITDA of UK & Ireland increased by 67% and also Nordic EBITDA increased by 9%.

Depreciation, Amortisation and Impairments

The increase of the depreciation to 39.9 million euro is in line with the growth of the company. Amortisation of intangible assets amounted to 43.6 million euro. The year-on-year increase was due to the impact of acquisitions in 2012 and first full year impact of 2011 acquisitions. The impairments of in total 23.3 million euro are related to an impairment on Spanish goodwill of 20 million euro, 1.0 million euro impairment loss on other intangible assets and 2.3 million euro is an impairment loss on property, plant and equipment.

Net finance result
In 2012, the net finance result decreased by 13.9 million euro to -65.9 million euro. The net finance result includes the net interest expenses on the net interest-bearing debt position, as well as net interest expenses on employee benefits, currency effects, other finance expenses, such as bank guarantees and factoring fees, and adjustments in the valuation of certain assets and liabilities.

The net interest expenses amounted to 43.5 million euro compared to 34.2 million euro in 2011. The increase is related to the increase of net interest-bearing debt. The net result on employee benefits improved by 1.0 million euro to -8.4 million euro. Foreign currency loss was 4.3 million euro compared to a loss of 1.8 million euro in 2011. The remaining negative effect of 9.7 million euro (2011: 6.6 million euro) was mainly due to adjustments in the valuation of certain assets and liabilities.

Tax
In 2012, tax expense of 4.8 million euro was significantly lower compared to 2011 mainly due to write-offs for which potential tax benefits could not be fully recognised.

Result for the period, result per share
in € million, unless otherwise indicated FY2012 FY2011 Restated

Net result -226.3 99.5
Non-controlling interests 6.7 3.7
Net result for shareholders -233.0 95.8
Amortisation & impairment intangible assets 64.6 29.0
Adjusted net result for shareholders -168.4 124.8
Basic earnings per share -2.64 1.09

Note: 2011 restated for comparison purposes

Balance sheet
Selected balance sheet items

in € million, unless otherwise indicated FY2012 FY2011 Restated
Intangibles 1,299.7 1,187.5
Other fixed assets 237.3 231.0
Assets held for sale 27.6 -
Working capital 68.4 229.7
Capital employed 1,633.1 1,648.2
Equity 556.6 823.1
Net interest-bearing debt 773.1 575.7
Other LT liabilities / liabilities held for sale 49.8 3.2
Provisions 253.6 246.2
1,633.1 1,648.2


Note: 2011 restated for comparison purposes

Working capital
in € million, unless otherwise indicate FY2012 FY2011 Restated

Work in progress 264.8 306.3
Trade receivable 1,132.1 1,141.9
Other current assets 211.3 283.8
Accounts payable -890.8 -846.6
Other current liabilities -721.4 -583.2
Working capital 68.4 229.7
As % of LTM revenue 1.3% 4.5%


Note: 2011 restated for comparison purposes

In 2012, intangibles increased to 1,299.7 million euro due to the acquisitions in 2012, which are mainly goodwill related. Working capital reduced to 68.4 million euro primarily due to the write-offs in Germany, Poland and the Netherlands, as well as extension of payment terms to creditors. Total equity decreased by 266.5 million to 556.6 million euro due to the reported net loss 2012 of 226.3 million euro, paid dividends over 2011 of 34.2 million euro and 6.0 million euro for other items. The net interest-bearing debt increased by 197.4 million euro to 773.1 million euro is primarily a result of the acquisitions and paid earn-outs for in total 104.2 million euro, capital expenditures for 80 million euro and a weak cash flow from operating activities. The assets and liabilities held for sale relate to a developed data centre in Germany.

Cash flow statement
Selected cash flow statement items

in € million, unless otherwise indicated FY2012 FY2011 Restated

Operating cash flow before changes in working capital -58.1 248.0
Changes in working capital 174.6 -41.6
Cash flow from operating activities 116.5 206.4
Interest paid -64.8 -45.3
Income tax paid -43.4 -20.2
Net cash flow from operating activities 8.3 140.9
Net cash flow from investing activities -156.4 -221.6
Net cash flow from financing activities 7.8 182.8
-140.3 102.1

Note: 2011 restated for comparison purposes

In 2012 the operating cash flow before changes in working capital was 58.1 million euro negative, primarily due to the reported net loss of 226.3 million euro. The cash flow from operating activities was 116.5 million euro primarily due to extending the payment terms with creditors. The net cash flow from investing activities was 156.4 million euro negative primarily due to acquisitions and capital expenditures partly offset by proceeds of divestments of assets.

Performance by operating cluster

Benelux
in € million, unless otherwise indicated FY2012 FY2011* Restated Change

Revenue and other income 957.6 1,027.1 -7%
EBITDA -54.6 26.9
EBITDA excluding restructuring cost -18.9 29.9
EBITDA margin (excluding restructuring cost) -2.0% 2.9%

Order book 1,167 1,241 -6%
Number of employees 6,122 6,434 -5%

* Note: 2011 restated for comparison purposes

In Benelux, revenue decreased in 2012 by 7% to 957.6 million euro. The decrease reflects the difficult market circumstances especially in the buildings and infra markets. As a result of these difficult markets, a restructuring was announced in October 2012 to reduce the workforce by 730 employees which led to costs relating to redundancy payments. The restructuring charge of 35.7 million euro was recorded in 2012. The restructuring was completed in first half-year 2013. The EBITDA changed into a loss of 54.6 million euro. The order book at the end of 2012 was 1,167 million euro, a decrease of 6%. The number of employees was reduced by 5% to 6,122, due to the restructuring programme started in 2012.

Germany & Eastern Europe

in € million, unless otherwise indicated FY2012 FY2011 Restated Change
Revenue 1,372.1 1,490.4 -9%
EBITDA -132.5 82.2
EBITDA excluding restructuring cost -132.5 82.7
EBITDA margin (excluding restructuring cost) -9.7% 5.6%
Order book 2,485 2,099 18%
Number of employees 5,479 5,326 3%

* Note: 2011 restated for comparison purposes

In Germany & Eastern Europe, the revenue decreased by 9% and EBITDA changed into a loss primarily due to the write-offs earlier announced, resulting in both a decrease of revenue and an increase in cost. The expected effect on the structural profitability of the activities in Germany & Eastern Europe is a normalised EBITDA level of 4-6%, in line with the industry and group average. The order book increased by 18% to 2,485 million euro.

UK & Ireland
in € million, unless otherwise indicated FY2012 FY2011 Change
Revenue 750.6 503.4 49%
EBITDA 44.2 26.4 67%
EBITDA excluding restructuring cost 44.2 26.2 69%
EBITDA margin (excluding restructuring cost) 5.9% 5.2%
Order book 575 514 12%
Number of employees 3,598 3,217 12%

In the UK & Ireland revenue increased by 49% also impacted by the acquisition of Capula in May 2012 and some roll-over effect of two acquisitions in 2011. The UK buildings market was affected by a lack of economic growth and investment driven by a combination of government cut-backs and the reluctance of the private sector. In this context, over-capacity in the UK buildings industry has led to a significant increase in competition and a change in behaviour amongst main contractors. Despite difficult market conditions in the UK, the company achieved a good performance, supported by the activities in the UK water market. Despite the challenging state of the Irish economy, here too a good performance was achieved. The export of technical solutions to emerging markets was also substantial. The EBITDA increased in 2012 by 67% to 44.2 million euro and the EBITDA margin improved to 5.9% compared to 5.2% in 2011. The order book increased by 12% to 575 million euro.

Spain & Turkey
in € million, unless otherwise indicated
FY2012 FY2011* Restated Change
Revenue 234.2 184.3 27%
EBITDA -2.3 4.9
EBITDA excluding restructuring cost 3.1 5.8 -47%
EBITDA margin (excluding restructuring cost) 1.3% 3.2%
Order book 334 210 59%
Number of employees 3,260 1,825 79%


* Note: 2011 restated for comparison purposes
The revenue in Spain & Turkey increased by 27% to 234.2 million euro. The revenue in Spain decreased by 28 million euro to 156 million euro, reflecting difficult market conditions. Given these conditions, medium and long term expectations were adjusted and a restructuring programme was executed to adjust the organisation to the lower market volumes and lower market expectations. Also, an impairment loss of 20 million euro was taken in 2012. In March 2012, the Turkish technical services provider AE Arma-Elektropanç was acquired, contributing 78 million euro to revenue 2012. The EBITDA in 2012 changed into a loss, due to the loss in Spain which was only partially offset by the EBITDA profit in Turkey. The order book increased by 59% to 334 million euro.
Nordic
in € million, unless otherwise indicated FY2012 FY2011 Change
Revenue 804.9 698.3 15%
EBITDA 60.3 55.3
EBITDA excluding restructuring cost 60.3 55.3 9%
EBITDA margin (excluding restructuring cost 7.5 7.9%
Order book 761 641 19%
Number of employees 4,937 4,746 4%

The Nordic revenue increased by 15% to 804.9 million euro. As the level of integration of the acquisitions has been too low, a new strategy for further integration was started at the end of 2012. This new strategic direction includes (1) rebranding of the acquired companies by adapting the Imtech brand name, (2) co-location of smaller branches in order to facilitate coordination and reduce costs through economies of scale and (3) setting up a new sales organisation for nation-wide service customers. The EBITDA increased by 9% to 60.3 million euro. The margin decrease to 7.5% reflects the pressure in some areas of the cluster. The order book increased by 19% to 761 million euro.

ICT, Traffic & Marine
in € million, unless otherwise indicated
FY2012 FY2011 Change
Revenue 1,313.5 1,161.5 13%
EBITDA 62,8 83.9
EBITDA excluding restructuring cost 71.9 84.4 -15%
EBITDA margin (excluding restructuring cost) 5.5% 7.3%
Order book 1,087 1,106 -2%
Number of employees 6,028 5,817 4%

In ICT, Traffic & Marine the revenue amounted to 1,313.5 million euro in 2012 compared to 1,161.5 million euro in 2011. For ICT the revenue increased by 20% to 667.0 million euro also impacted by the acquisition of Capula and the remaining 50% of F&M Asia in 2011. In Traffic the revenue was 155 million euro in 2012 compared to 154 million euro in 2011 as a result of two small acquisitions against a revenue decline in governmental business in some countries. The Marine business generated a revenue of 492 million euro in 2012, an increase of 8% compared to 2011. The EBITDA decreased by 23% to 64.5 million euro. Within ICT the EBITDA increased although the EBITDA margin decreased. The EBITDA in Traffic and Marine decreased but remained at a positive level. In 2012, a restructuring programme was implemented and finished for the Marine activities to reduce the workforce in the Dutch and German operations and bring the cost level in line with the order book levels and market volumes. The order book decreased by 2% to 1,087 million euro.

Group management
The group management costs increased by 7.1 million euro to 29.6 million euro. Total number of employees in group management at year-end 2012 are 49 (2011: 48 employees).

Outlook
2013 will be a year of transition. In several markets, in particular the Benelux and Germany, Imtech has to deal with lower market volumes and has to adjust its cost base to these market conditions. On 23 April 2013, Imtech announced a restructuring programme of 80 million euro. As a result of the recent events, Imtech is in the process of a financial restructuring for which it expects out of pocket costs of approximately 110 million euro and increased interest margins going forward. No specific forecasts are being made regarding 2013.

Acquisitions in 2012
In 2012 Imtech acquired 10 companies of which the most important one are in Turkey, UK & Ireland, Nordic and Traffic.

In Turkey, Imtech acquired 80% of the shares in the technical services provider AE Arma-Elektropanç with 1,200 employees and a revenue of approximately 90 million euro on annual basis. The remaining 20% of the shares are still owned by the sellers, some of them are member of the management team of the acquired company.
In UK & Ireland, the UK system integrator Capula Group with 180 employees and around 50 million euro revenue on annual basis was acquired.
In Traffic, Imtech acquired two related Finnish companies SSR and Polar with in total 50 employees and an annual revenue of approximately 15 million euro.

The total acquisition price of all acquisitions including earn-outs based on enterprise value amounted to 107.2 million euro. The total annualised revenue amounted to around 155 million euro. Total costs made for these acquisitions are 3.8 million euro, which are included in group management costs.

Dividend
No dividend will be paid out for the financial year 2012. As a result of the waiver and amendment agreement with our main financiers, Imtech will not pay any dividends as long as it has not reached a leverage ratio of below 2.0x. As soon as the leverage is below 2.0x, Imtech aims to pay out dividend of 40% of the net result.

Financial calendar
28 June 2013: Annual General Meeting of shareholders in Rotterdam.
The agenda includes discussion of the 2012 annual figures, discussion of the report to shareholders about the results of the investigations, amendment to the articles of association and issue of shares for the rights issue, and amendment of the remuneration policy;
2 August 2013: Extraordinary General Meeting of shareholders in Rotterdam.
The agenda includes the adoption of the 2012 Annual Accounts, appointment of two new supervisory board members;
27 August 2013: publication of 2013 semi-annual figures.


Imtech publishes first quarter 2013 results


This press release is only available in English

Imtech had a difficult first quarter 2013

Revenue at 1,211 million euro, stable versus Q1 2012

Operational EBITDA of -13.6 million euro versus -48.0 million euro in Q1 2012 (restated)

Net loss of 59.6 million euro versus a net loss of 79.4 million euro in Q1 2012 (restated)

Net debt of 1,220 million euro versus 950 million at the end of Q1 2012 and 773 million euro at the end of Q4 2012

Imtech set new medium term targets

Key figures

in € million, unless otherwise indicated Q1 2013 Q1 2012* Change

Revenue and other income 1,210.5 1,220.1 -1%
Operational EBITDA -13.6 -48.0
EBITDA -25.6 -48.0
Operating result (EBIT) -48.8 -66.9
Net result -59.6 -79.4
Order book 6,400 6,400 0%
Net interest-bearing debt 1,220 950

Margins
Operational EBITDA margin -1.1% -3.9%
EBITDA margin -2.1% -3.9%
Employees 30,180 27,674 9%

Unaudited figures
* Note: restated for comparison purposes

Gouda - Royal Imtech N.V. had a difficult first quarter. Revenue remained stable despite difficult trading in the Benelux and Germany. Imtech has announced a restructuring program to improve its cost structure and bring capacity in line with market conditions in particular in the Benelux and Germany. Usually, Imtech does not publish detailed first quarter results but is doing so now to provide shareholders full information in light of recent events.

Gerard van de Aast, CEO: 'The last quarter was a turbulent and difficult one for Imtech. The investigations in Germany and Poland have been a burden for the company and a distraction for management and the organisation. Besides difficult trading, results in the quarter were also impacted by costs associated with the investigations and financial restructuring related to obtaining a waiver and amendment from our current main financiers. Imtech now needs to move forward. We will do so with a new set of management targets and a strengthened set of business controls in place.'

Comparative figures Q1 2012

The comparative figures for Q1 2012 have been adjusted where relevant and appropriate in line with the 2012 financial statements. This impact is particularly relevant in the Benelux and Germany & Eastern Europe. See also the appendix with the financial summaries for more information.

Net interest-bearing debt and working capital

The net interest-bearing debt in Q1 2013 increased by 448 million euro versus year-end 2012. The comparative fluctuation in Q1 2012 amounted to 374 million euro. The increase in net debt is the result of a negative EBITDA in Q1 2013, the normal Q1 seasonal pattern in working capital, the reversal of year-end factoring in ICT, pay-out of severance related to the 2012 restructuring plans, costs associated with the investigations and financial restructuring costs, a small acquisition impact as announced in December 2012 (paid in January 2013) and capital expenditure. Within the working capital, the payment terms with creditors have, to a large extent, been normalised.

Financial performance
Profit and loss statement

in € million, unless otherwise indicated Q1 2013 Q1 2012* Change

Revenue 1,210.5 1,220.1 -1%
Operational EBITDA -13.6 -48.0
Non-operational costs -12.0 -
EBITDA -25.6 -48.0
Depreciation -11.9 -9.9
Amortisation intangible assets -11.3 -9.0
Operating result (EBIT) -48.8 -66.9
Net finance result -19.1 -13.9

Share of results of associates, joint ventures and other investments -2.2 0.2
Income tax expense 10.4 1.3
Net result -59.6 -79.4

Unaudited figures

* Note: restated for comparison purposes

Revenue

In Q1 2013, which is seasonally a weak quarter, the revenue remained stable compared to Q1 2012 despite difficult trading conditions in particular in the Benelux and Germany & Eastern Europe. These conditions resulted in a revenue decrease of 18% in Benelux and 12% in Germany. In the UK & Ireland revenue increased by 18% also impacted by the acquisition of Capula in 2012. In Spain & Turkey revenue increased by 81% due to the acquisition impact of Turkey. The revenue in Nordic increased by 9% also impacted by the acquisition of EMC Talotekniikka in Finland. In ICT, Traffic & Marine the revenue decreased by 2%.

Non-operational costs

In Q1 2013 the non-operational costs amounted to 12.0 million euro and relate to costs made for restructuring, predominantly in Nordic, and 9 million euro for advisory costs related to the investigations and financial restructuring.

EBITDA

As a result of the write-offs recorded in 2012, a comparison of EBITDA at group level is less meaningful. In UK & Ireland, EBITDA increased by 9%. The Nordic EBITDA decreased by 64% as a result of integration costs, increased margin pressure and slight delays at a number of new projects. For ICT, Traffic & Marine, EBITDA decreased by 23% as a result of margin pressure within ICT and disappointing project results in Traffic which results in a loss and Marine improved its EBITDA although impacted by lower results in the services activities and some delays at large projects. Group management costs increased by 3.6 million euro, including the 9 million euro for advisory costs related to the investigations and financial restructuring.

Depreciation and Amortisation

The increase in depreciation to 11.9 million euro is in line with the growth of the company. Amortisation of intangible assets amounted to 11.3 million euro by an increase of 2.3 million euro, primarily due to the impact of acquisitions.

Net finance result

In Q1 2013, the net finance result decreased by 5.2 million euro to -19.1 million euro. The net finance result includes the net interest expenses on the net interest-bearing debt position, part of financial restructuring costs, as well as net interest expenses on employee benefits, currency effects, other finance expenses, such as bank guarantees and factoring fees, and adjustments in the valuation of certain assets and liabilities.

The net interest expenses amounted to 12.2 million euro compared to 10.1 million euro in Q1 2012. The increase is related to the increase of net interest bearing debt. The financial restructuring costs, consisting mainly of bank fees, included in the net finance results amounted to 3.6 million euro.

Tax

In Q1 2013 the tax expense (credit) increased compared to Q1 2012 due to fewer losses for which potential tax benefits could not be fully recognized.

Result for the period, result per share
in € million, unless otherwise indicated Q1 2013 Q1 2012*
Net result -59.6 -79.4
Non-controlling interests 1.4 1.1
Net result for shareholders -60.9 -80.5
Amortisation intangible assets 11.3 9.0
Adjusted net result for shareholders -49.7 -71.5

Basic earnings per share -0.70 -0.90

Unaudited figures
* Note: restated for comparison purposes

Balance sheet
Selected balance sheet items

in € million, unless otherwise indicated Q1 2013 Q4 2012
Intangibles 1,319.9 1,299.7
Other fixed assets 244.3 237.3
Assets held for sale 27.6 27.6
Working capital 430.3 68.4
Capital employed 2,022.1 1,633.1
Equity 503.8 556.6
Net interest-bearing debt 1,220.7 773.1

Other LT liab. / liab. held for sale 44.4 49.8
Provisions 253.1 253.6
2,022.1 1,633.1


Unaudited figures

Working capital

in € million, unless otherwise indicated Q1 2013 Q4 2012
Work in progress 341.7 264.9
Trade receivable 1,106.5 1,132.1
Other current assets 348.4 283.6
Accounts payable -709.4 -890.8
Other current liabilities -656.9 -721.4
Working capital 430.3 68.4
As % of LTM revenue 8.0% 1.3%

Unaudited figures

The net interest-bearing debt in Q1 2013 increased by 448 million euro versus year-end 2012. The comparative fluctuation in Q1 2012 amounted to 374 million euro. The increase in net debt is the result of a negative EBITDA in Q1 2013, the normal Q1 seasonal pattern in working capital, the reversal of year-end factoring in ICT, pay-out of severance related to the 2012 restructuring plans, costs associated with the investigations and financial restructuring costs, a small acquisition impact as announced in December 2012 (paid in January 2013) and capital expenditure. Within the working capital, the payment terms with creditors have, to a large extent, been normalised.

Operational and financial restructuring 2013



Operational restructuring

Taking into account the ongoing difficult market conditions in the Netherlands, it has been decided to implement a restructuring programme in order to strengthen the competitiveness and profitability of our companies in the Netherlands as announced on 23 April 2013. This mainly concerns capacity reductions in the office buildings and Infra businesses in response to the structurally lower market volumes and outlook.



Further, a cost-savings and efficiency programme has also commenced in Germany. The planned personnel and cost reductions will further support our German operations' effectiveness and profitability.



Various smaller efficiency programmes will be implemented at other Imtech companies. The total anticipated restructuring charges in 2013 will amount to approximately 80 million euro and will lead to a loss of approximately 1,300 jobs, particularly in the Netherlands (550 jobs) and Germany (550 jobs). This charge will be included in Q2 2013. Imtech is in consultation with the Works Council and trade unions regarding implementation of the restructuring plan. Implementation has started and will principally be completed before the end of 2013.



Financial restructuring

Due to the situation that has arisen in the beginning of 2013, we had to make substantial out of pocket costs for approximately 110 million euro. These costs include fees for (forensic) investigations, financial advisors, cost of the auditor, underwriting of the rights issue, arrangement for the bridge facility, one-off waiver fees for lenders and miscellaneous other costs.



Performance by operating cluster



Benelux

in € million, unless otherwise indicated
Q1 2013
Q1 2012*
Change

Revenue
208.6
252.9
-18%

EBITDA
-4.8
-14.0


EBITDA margin
-2.3%
-5.6%


Order book
1,201
1,288
-7%

Number of employees
5,914
6,294
-6%


Unaudited figures

* Note: restated for comparison purposes



The revenue in Benelux decreased by 18%, reflecting ongoing difficult market circumstances and adverse weather conditions. The ongoing difficult market conditions have given the necessity for an additional restructuring (in addition to the restructuring programme 2012) to reduce our headcount by another 550 jobs to reduce our cost structure and bring the capacity in line with market conditions. The restructuring costs are not included yet. The order book decreased by 7%. The headcount decreased 6% due to the 2012 restructuring program.



Germany & Eastern Europe

in € million, unless otherwise indicated
Q1 2013
Q1 2012*
Change

Revenue
253.0
287.8
-12%

EBITDA
-25.5
-45.8


EBITDA margin
-10.1%
-15.9%


Order book
2,400
2,600
-8%

Number of employees
5,635
5,443
4%


Unaudited figures

* Note: restated for comparison purposes



In Germany & Eastern Europe, the revenue decreased by 12% as a result of the difficult circumstances for the cluster Germany & Eastern Europe. To bring the cost structure in line with the current market conditions and target margin range, we have announced earlier a costs-savings programme and restructuring to reduce our headcount by 550 jobs. The order book decreased by 8%.



UK & Ireland

in € million, unless otherwise indicated
Q1 2013
Q1 2012
Change

Revenue
182.6
154.3
18%

EBITDA
7.2
6.7
9%

EBITDA margin
4.0%
4.3%


Order book
582
541
8%

Number of employees
3,758
3,217
17%


Unaudited figures



In the UK & Ireland the revenue increased by 18% also impacted by the acquisition of Capula in May 2012. The EBITDA margin decreased as a consequence of weak performance of the UK engineering services, which was partly off-set by the strong performance of the international business. The order book increased by 8%.



Spain & Turkey

in € million, unless otherwise indicated
Q1 2013
Q1 2012
Change

Revenue
61.7
34.1
81%

EBITDA
0.5
-2.7


EBITDA margin
0.8%
-8.0%


Order book
335
207
62%

Number of employees
3,278
1,909
72%


Unaudited figures



In Spain & Turkey the revenue increased due to the acquisition impact of the Turkish technical services provider AE Arma-Elektropanç in March 2012. The revenue in Spain increased by 1% compared to Q1 2012. The EBITDA increased by 3.2 million euro to 0.5 million euro. The order book in Spain was stable and in Turkey the order book increased.



Nordic

in € million, unless otherwise indicated
Q1 2013
Q1 2012
Change

Revenue
211.2
192.9
9%

EBITDA
3.1
8.6
-64%

EBITDA margin
1.4%
4.4%


Order book
807
635
27%

Number of employees
5,529
4,894
13%


Unaudited figures



The revenue in Nordic increased by 9% to 211.2 million euro. This increase is related to the acquisition of the Finnish technical services provider EMC Talotekniikka, as announced on 18 December 2012, as well as four small acquisitions in 2012. The EBITDA decreased by 64% reflecting one-off costs relating to the integration plan carried out in Nordic (approximately 3 million euro), increased pressure on margins in general as well as a number of new projects have been slightly delayed. The order book has increased by 27%.



ICT, Traffic & Marine

in € million, unless otherwise indicated
Q1 2013
Q1 2012
Change

Revenue
293.3
298.1
-2%

EBITDA
5.9
7.7
-23%

EBITDA margin
2.0%
2.6%


Order book
1,110
1,126
-1%

Number of employees
6,012
5,869
2%


Unaudited figures



In ICT, Traffic & Marine the revenue decreased by 2% with a decline in ICT and growth in Traffic and Marine. The revenue growth in Traffic is related to two small acquisitions in 2012. ICT had to deal with some margin pressure. Traffic realised a loss due to disappointing project results. Marine improved its EBITDA although impacted by lower results in the services activities and some delays at large projects.



Group management

The group management costs increased by 3.6 million euro to 11.9 million euro, including 9 million euro for advisory costs related to the investigations and financial restructuring and increase of number of employees to 54 employees (2012: 48 employees).



Outlook

2013 will be a year of transition. In several markets, in particular the Benelux and Germany, Imtech has to deal with lower market volumes and has to adjust its cost base to these market conditions. On 23 April 2013, Imtech announced a restructuring programme of 80 million euro. As a result of the recent events, Imtech is in the process of a financial restructuring for which it expects out of pocket costs of approximately 110 million euro and increased interest margins going forward. No specific forecasts are being made regarding 2013.



Acquisitions in 2013

In December 2012 the acquisition of the Finnish technical services provider EMC Talotekniika (EMC) was announced. The transfer of ownership took place in January 2013. EMC generates approximately 100 million euro revenue on annual basis with 580 employees.



Medium term targets

Imtech has set new medium term targets including an organic growth of GDP plus, with additional growth through acquisitions in fragmented markets when the leverage ratio is below 2.0x. For the EBITDA margin, Imtech aims for a range of 4.0% to 6.0%. With the announced focus on cash, Imtech targets a cash conversion ratio, based on operational cash flow as percentage of EBITA, of 90% and a leverage ratio of 1.5-2.0x by the end of 2015. Furthermore dividend pay-out will be 40% of net result for shareholders as soon as the leverage is below 2.0x.



Growth
Organic growth of GDP plus

Additional growth through acquisitions in fragmented markets (when leverage < 2.0x)
Margin
4%-6% operational EBITDA margin
Cash flow
90% cash conversion (EBITA)
Leverage
1.5-2.0x net debt/EBITDA by end of 2015

Dividend
40% pay-out when leverage is below 2.0x
Open the pdf for the complete press release including appendix

Financial calendar

28 June 2013: Annual General Meeting of shareholders in Rotterdam.
The agenda includes discussion of the 2012 annual figures, discussion of the report to shareholders about the results of the investigations, amendment to the articles of association and issue of shares for the rights issue, and amendment of the remuneration policy;

2 August 2013: Extraordinary General Meeting of shareholders in Rotterdam.
The agenda includes the adoption of the 2012 Annual Accounts, appointment of two new supervisory board members;

27 August 2013: publication of 2013 semi-annual figures.

New Supervisory Board Royal Imtech


This press release is only available in English




Royal Imtech N.V. announces the appointment of Mr. C.J.A. van Lede and Mr. F.J.G.M. Cremers as new members of the Supervisory Board of Imtech.



Royal Imtech N.V. (Imtech) announces today the appointment of Mr. C.J.A. van Lede as a member of the Supervisory Board of Imtech with effect from August 2nd, 2013, subject to shareholder appointment at an Extraordinary General Meeting of Imtech to be held on August 2nd, 2013.



It is the intention of the Supervisory Board to elect Mr. Van Lede Chairman of the Supervisory Board, effective as per the date of his appointment. Mr. Van Lede has agreed to serve on the Supervisory Board of Imtech until and including the Annual General Meeting 2015.



Mr. Van Lede (1942) is a Dutch national and currently serves on the Supervisory Boards of Royal Philips, Air France KLM, Air Liquide and is senior advisor to JP Morgan Plc. In the past, Mr. Van Lede was chairman of the Supervisory Board of Heineken, The Dutch Central Bank, member of the Supervisory Board of Reed Elsevier and Sara Lee/DE Master Blenders, and CEO of Akzo Nobel.



Imtech also announces today the appointment of Mr. F.J.G.M. Cremers as a member of the Supervisory Board of Imtech with effect from August 2nd, 2013, subject to shareholder appointment at an Extraordinary General Meeting of Imtech to be held on August 2nd, 2013.



It is the intention of the Supervisory Board to elect Mr. Cremers vice-chairman of the Supervisory Board and Chairman of the Audit Committee, effective as per the date of his appointment. It is also the intention of the Supervisory Board to elect Mr. Cremers Chairman of the Supervisory Board following the departure of Mr. Van Lede as Chairman of the Supervisory Board after the Annual General Meeting in 2015.



Mr. Cremers (1952) is a Dutch national and currently serves on the Supervisory Boards of the Dutch Railways (vice-chairman), Vopak, SBM Offshore (vice-chairman), Unibail-Rodamco, Schiphol Airport and Parcom. He is also a member of the Board of Directors of both the Stichting Preferente Aandelen Philips and Heijmans. In the past Mr. Cremers served on the Supervisory Board of Fugro (vice-chairman) and Rodamco Europe and was CFO of VNU.



Imtech is pleased that with the appointment of Mr. Van Lede and Mr. Cremers two outstanding and experienced professionals will be joining the Supervisory Board.



Mr. E.A. van Amerongen and Mr. A.H. van Tooren have announced their retirement from the Supervisory Board at the Extraordinary General Meeting of Imtech to be held on August 2nd, 2013. Mr. R.J.M. van der Meer will retire from the Supervisory Board at the Annual General Meeting of Imtech to be held on June 28th, 2013.



Imtech would like to thank Mr. Van der Meer, Mr. Van Amerongen and Mr. Van Tooren for their many years of service and in particular for their work during the last few months.



Following appointments at EGM as per August 2nd 2013, the Supervisory Board of Imtech will then consist of Mr. C.J.A. van Lede, Mr. F.J.G.M. Cremers, Mrs. R.D. van Andel and Mr. J.J. de Rooij. The Supervisory Board will consider the need for further appointments in due course.






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