Full-year 2012 results Q results

Transcription

1 Full-year 2012 results Q results Analyst presentation Gerard van de Aast, CEO Hans Turkesteen, CFO

2 Disclaimers These materials are not for release, distribution or publication, whether directly or indirectly and whether in whole or in part, into or in the United States, Australia, Canada or Japan or any (other) jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. These materials are for information purposes only and are not intended to constitute, and should not be construed as, an offer to sell or a solicitation of any offer to buy securities of Royal Imtech N.V. (the "Company", and such securities, the "Securities") in the United States, Australia, Canada or Japan or in any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of such jurisdiction. The Securities have not and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") and will not be registered with any authority competent with respect to securities in any state or other jurisdiction of the United States of America. The Securities may not be offered or sold in the United States of America absent registration or an exemption from registration under the U.S. Securities Act. The Company has registered no part of the offering of the Securities in the United States of America or any other jurisdiction, nor has it the intention to do so. The Company has no intention to make a public offering of Securities in the United States. The Company has not authorised any offer to the public of Securities in any Member State of the European Economic Area (except that it may do so in respect of the Netherlands]. With respect to any Member State of the European Economic Area (other than possibly the Netherlands), and which has implemented the Prospectus Directive (each a "Relevant Member State"), no action has been undertaken or will be undertaken to make an offer to the public of Securities requiring publication of a prospectus in any Relevant Member State. As a result, the Securities may only be offered in Relevant Member States (i) to any legal entity which is a qualified investor as defined in the Prospectus Directive; or (ii) in any other circumstances falling within Article 3(2) of the Prospectus Directive. For the purpose of this paragraph, the expression "offer of securities to the public" means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable the investor to decide to exercise, purchase or subscribe for the securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State. The release, publication or distribution of these materials in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which they are released, published or distributed, should inform themselves about, and observe, such restrictions. These materials do not constitute a prospectus within the meaning of the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht) and do not constitute an offer to acquire securities. Any offer to acquire Securities pursuant to the proposed offering will be made, and any investor should make his investment, solely on the basis of information that will be contained in the prospectus to be made generally available in the Netherlands in connection with such offering. When made generally available, copies of the prospectus may be obtained at no cost from the Company or through the website of the Company. Forward-looking statements Certain statements contained in this financial report constitute forward-looking statements. These statements may include, without limitation, statements concerning future results of operations, the impact of regulatory initiatives on Royal Imtech s operations, Royal Imtech s and its joint ventures' share of new and existing markets, general industry and macroeconomic trends and Royal Imtech s performance relative thereto and statements preceded by, followed by or including the words believes, expects, anticipates, will, may, could, should, intends, estimate, plan, goal, target, aim or similar expressions. These forward-looking statements rely on a number of assumptions concerning future events and are subject to uncertainties and other factors, many of which are outside Royal Imtech s control that could cause actual results to differ materially from such statements and speak only as of the date they are made. A number of these factors are described (not exhaustively) in the Annual Report

3 Executive summary Investigations finalised Report to shareholders published Management changes Proposed changes in Supervisory Board Extension Board of Management Changes in Executive Council 2012 financial statements Preliminary numbers confirmed Waiver and amendment agreements with main financiers Q quarterly results published Difficult trading conditions Going forward 3 Rights issue in July Strategy Restructuring New medium term targets

4 Agenda Investigations finalised Management changes 2012 financial statements Q quarterly results Going forward 4

5 Investigations finalised Several (forensic) investigations were conducted by independent advisors including Ernst & Young and De Brauw Blackstone Westbroek supported by local advisors in several countries Priority was to produce reliable and audited financial information for 2012 to facilitate financial restructuring Investigations revealed important findings: Key issue was fraudulent management in Poland and Germany Need to improve Imtech s governance, risk and control framework Tone from the top too much focused on good news Summary of findings report published on 18 June

6 Report to shareholders published Imtech s motivation Reporting in a transparent manner to shareholders and other stakeholders Provide market (customers, suppliers) the assurance that this will never happen again through openness and corrective actions Provide Imtech s employees full disclosure about what happened and how to deal with it Bring a dark chapter to a close and start rebuilding the company s reputation 6

7 Key findings Poland Germany The Netherlands Fraudulent behavior Inflated (old) debtor positions Restatement of work in progress Significant forensic work had to be performed Dual accounting practice Restatement of work in progress Inflated (old) receivables positions Moving around project losses Irregularities in dealing with X Group Improper intercompany invoices Overstated prior period results 7

8 Corrective actions Management changes Management changes in Germany and Poland Operational focus and extension Board of Management Governance, risk and control framework Appointment of Director Governance, Risk & Compliance New governance rules Board of Management New authorisation schedule Tender Review Board Internal audit department Dual reporting lines for key financial and legal management Culture Mandatory business ethics training Remuneration policies in line with new targets 8

10 Management changes New supervisory board members for appointment at EGM in early August 2013 Kees van Lede (chairman of the supervisory board) Frans Cremers (chairman of the audit committee) 10

12 Contents Restatements Performance Balance sheet Disclosure notes 12

13 Significant write-offs and restatements In accordance with IAS 8 Clear cut errors in respective period Judgemental / other items in 2012 Total write-offs ( m) Restatements by nature ( m) Pre-tax 408 Work in progress 218 Tax credit -50 Trade receivables Misappropriated cash 65 Intercompany profits 31 Other

14 Significant write-offs and restatements (continued) Restatements by geography ( m) Restatements by year Germany Poland Benelux Spain 5 Eastern Europe 2 Germany: work in progress, trade receivables and misappropriated cash Poland: work in progress, trade receivables and misappropriated cash Benelux: intercompany profits Spain: work in progress ( m)

15 Group performance ( m) Revenue 5, ,432.9 Result from operating activities Net finance result Result before tax Income tax Net result : including 67m restatements 2012: EBITDA including 50m restructuring charges EBITDA

16 Breakdown EBITDA performance ( m) % revenue Benelux % Germany & Eastern Europe % UK & Ireland % Spain & Turkey % Nordic % ICT, Traffic & Marine Group management/eliminations % 2012: EBITDA including 50m restructuring charges Benelux: 35.7m Spain: 5.4m Marine: 9.1m 16

17 Balance sheet ( m) Intangibles 1, ,299.7 Other fixed assets Assets held for sale Working capital Capital employed 1, ,633.1 Equity Net interest-bearing debt Other LT liabilities / liabilities held for sale Provisions , ,

18 Balance sheet - goodwill ( m) 2011 Book value Book value 2012 EBITDA Benelux Germany & Eastern Europe UK & Ireland Spain & Turkey Nordic ICT, Traffic & Marine Group management ,

19 Balance sheet working capital ( m) Work in progress Trade receivables 1, ,132.1 Other current assets Trade payables Other current liabilities Working capital % LTM revenue 4.5% 1.3% Working capital 2012 low level as result of write-offs and extended payment terms Other current liabilities includes employee related accruals, VAT, restructuring liabilities and various other accrued liabilities 19

20 Aging of trade receivables ( m) 2011 net 2012 net Not past due Past due 1-60 days Past due days Past due 181 days to one year Past due more than one year Total 1, ,132.1 Going forward a more rigid collection policy for <180 days past due debtors Going forward a more conservative impairment policy >180 days in line with industry standards 20

21 EUR 500 million rights issue Intended rights issue of 500 million euro Proceeds used to reduce indebtedness Subject to approval of shareholder meeting on 28 June 2013 ING and Rabobank provided a volume underwriting, subject to customary conditions Shareholders 1 will have opportunity to participate pro rata to their interest in Imtech ING AM Insurance Companies supports the right issue and will participate pro rata its shareholding Imtech aims to complete the intended rights issue in the summer

22 Balance sheet net interest-bearing debt ( m) Adjusted interest rate Syndicated bank loans euribor % 1) Senior notes % 1)+2) Local notes Finance leases Bilateral loans euribor % 1) Cash Net interest-bearing debt Note 1. including PIK interest (no cash) Note 2. different notes with different maturities and rates 22

23 Key financing facilities Following completion of the intended rights issue and the waiver and amendment Imtech has following key sources of debt financing: EUR 700m syndicated bank loans by 11 banks: EUR 326m senior notes with maturity from 2016 to 2023 EUR 229m committed bilateral facility Sufficient headroom under existing guarantee facilities Key revised covenants for the syndicated bank loans and senior notes: No testing in March June Sept Dec 2014 Key waiver terms Interest step-up of 300bps (100bps PIK) till leverage <2.0x Interest step-up on notes thereafter 175bps Restrictions on acquisitions, disposals, new debt and dividends 31 March June Sept 2015 Each Testing Date thereafter Leverage Ratio ( ) 6.00x 3.50x 3.25x 3.25x 3.00x 3.00x 2.75x 2.50x ICR ( ) 1.25x 2.50x 3.00x 3.00x 3.50x 3.50x 4.00x 4.00x 23

24 Disclosure notes Restatements Going concern disclosure Contingent liabilities Employee benefits, IFRS hit in 2013 (opening equity) of EUR 56 million non cash Subsequent events 24

26 Group performance ( m) Q Q Revenue 1, ,210.5 Result from operating activities Net finance result Result before tax Income tax Net result EBITDA Write-offs and impairments in 2012 have been allocated over the quarters pro rata 26

27 Breakdown EBITDA performance ( m) Q Q % revenue Benelux % Germany & Eastern Europe % UK & Ireland % Spain & Turkey % Nordic % ICT, Traffic & Marine % Group management/eliminations % 2013: EBITDA including 3m restructuring charges for Nordic and 9m for financial restructuring 27

28 Balance sheet ( m) Q Q Intangibles 1, ,319.9 Other fixed assets Assets held for sale Working capital Capital employed 1, ,022.1 Q Excluding restatement following IAS 19; impact YE 2012 employee benefits 56m, equity ( 40m), deferred taxes ( 16m) Equity Net interest-bearing debt ,220.7 Other LT liabilities / liabilities held for sale Provisions , ,

29 Balance sheet net interest-bearing debt ( m) Net interest-bearing debt 31 December Net interest-bearing debt 31 March ,221 Increase Q EBITDA Q Reversal ICT factoring -60 Pay-out of severance related to 2012 restructuring -25 Costs associated with investigations and financial restructuring -20 Capex -19 Acquisition of EMC (Finland, announced in Dec 12) -11 Seasonal Q1 impact working capital and miscellaneous

30 Balance sheet working capital ( m) Q Q Work in progress Trade receivables 1, ,106.5 Other current assets Trade payables Other current liabilities Working capital % LTM revenue 1.3% 8.0% Working capital 2013: payment terms with creditors have, to a large extent, been normalised 30

31 Financial restructuring Expected costs for financial restructuring in total approximately: 110m (forensic) investigations: 15m - 20m Auditor: 10m One-off waiver fees for lenders: 15m All other fees: 65m - 70m Substantial out of pocket costs due to situation that has arisen in beginning of

33 Core value proposition intact ELECTRICAL ICT MECHANICAL DESIGN CONSULTANCY ENGINEERING MAINTENANCE MANAGEMENT IMPLEMENTATION MAINTENANCE SERVICES BUILDINGS INDUSTRY TRAFFIC & INFRA MARINE Integrated & multidisciplinary technical services 33

34 Cutting edge technology capabilities Smoke extraction systems for buildings and tunnels Mercedes-Benz Museum in Stuttgart Airport Düsseldorf Dry technology for paint shops High-tech painting plant Airbus Testing facilities automotive BMW Environmental Test Centre Turbine test facility MAN Diesel-electrical propulsion systems for ships Cruise vessels Traffic management centres Dutch government Dynamic positioning systems for ships Dredging vessels Pipelay vessels 34

35 Strategic focus Organic growth Focus on recurring revenue streams Multi-site / multi-service solutions Capitalizing post acquisitions Scaling technologies across the Group: Green technologies Water technologies Data centers Care & cure Operational excellence Project management and project execution Cash and working capital management Procurement processes Tender processes Risk management Governance and control Acquisitions Growth opportunities through consolidation in fragmented markets Leverage <2.0x 35

36 Resilient growth drivers Strong market and technology positions Unique competences One stop shop LEADING MARKET POSITIONS SOLID GROWTH POTENTIAL Structural high demand for technology Green technology Acquisition opportunities 55% recurring business Visibility order book 24,000 customers Diversified customer base in different end-markets RESILIENT BUSINESS MODEL OPERATIONAL EXCELLENCE Margin improvement Cash generation 36

37 Recurring revenue streams & multi-technical, multi-site services offerings Recurring revenue streams Provide additional services to existing customers Introduce new services to existing customers across business segments Secure a sustainable recurring revenue stream from new customers Multi-technical, multi-site services offerings Increasing trend to outsource a wide range of technical services Imtech well positioned to benefit from this trend through its wide range of multi-technology competences, logistical expertise and its dense local network 37

38 Capitalising past acquisitions Key area s Acceleration of selected integration processes, mainly through sharing best practices on execution, technology and organising back offices efficiently - Integration of acquisitions in Nordic for offering integrated M&E solutions/services - Integration of acquisitions in UK for offering integrated engineering, installation and maintenance services - Exporting of technologies into the acquired companies: regions and also in ICT, Traffic and Marine markets 38

39 Scaling technologies across the Group Scaling of technologies Green technologies: - Energy efficiency & savings - Waste-to-energy - Decentralised power plants - Energy contracting Water technologies - Water treatment and waste-water treatment Data centres Care & cure - ICT competences, energy, medical equipment and also aging of people 39

40 Focus on project management and risk management Project management Project management and project execution are key Enhanced focus on roll-out of internal best practices Introduction of global account management for key customers Risk management Imtech s infrastructure was not in line with the increase in complexity and size of the Group Risk management policy strengthened by: - enhanced tender procedures - setting-up of an internal audit department - appointment of a Group Director GRC 40

41 Focus on working capital and cash management Working capital Increase in W/C in Q result of unwinding the creditor overstretch and normal seasonal effects Return to normalised situation will result in cash-in from W/C Q3-Q4 Focus on W/C management Cash management Introduction of a Group wide guarantee management system Restructuring of existing cash management and pool arrangements Implementation of treasury management system 41

42 Procurement strategy & tendering procedures Procurement strategy Procurement strategy in place since late 2011, focusing on cross-divisional cooperation Unlocks suppliers innovations to the whole Group Tender procedures Introduction of Tender Review Board (TRB), which will include a member of the Board of Management All projects with a project value above EUR 15m or with a high risk profile will require TRB approval Projects with a value above EUR 75 million, will require approval by the entire Board of Management and in addition such projects must be submitted for prior approval by the Supervisory Board 42

43 Update on restructuring Supports new margin objectives 1,300 FTE reduction Mainly Benelux (550 FTE) and Germany (550 FTE) Implementation in H2 2013, process underway Total cost 80m Pay-back time months Additional discretionary costs savings programme 15-20m per annum 43

44 New medium-term targets Growth Organic; GDP+ Additional growth through acquisitions in fragmented markets (when leverage <2.0) Margin 4-6% operational EBITDA margin Cash flow 90% cash conversion (EBITA) Leverage x net debt/ebitda by end of 2015 Dividend 40% pay-out when leverage is below

45 45 Q&A