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Thursday, 27 March 2014

No doubt that 2014 will be a decisive year for Imtech, after the disastrous year 2013. Will the company be able to rise like a phoenix from the ashes or will it go through a split up process?!

One word is enough to describe the year 2013 for Imtech (Royal Imtech N.V (IM)): cataclysmic!

Until November, 2012, everything seemed fine for the Dutch technical service supplier Imtech in the eyes of the outside world.

The fund was the `golden boy` of the rated stockfunds; although it was still quoted on the index for medium capitalized funds ‘Midkap’ in Amsterdam, a promotion to the main AEX seemed neigh.

The company offered a host of differentiated services in (electrical) engineering, building and design, maintenance and even ICT services. The order portfolio seemed filled to the brim and on top of that, the company turned more and more into a multinational, with large assignments in Germany and Poland. From the surface, the future looked bright for Imtech.

However, that was going to change soon. Already during the first nine months of 2012 some scratches emerged on the spotless image of Imtech. A thorough, investigative analyst of ABN Amro, Teun Teeuwisse, had on a few occasions expressed his concerns about the working capital position of Imtech; to be more precisely, about the development of the financial assets on Imtech´s balance and especially the rising numbers of the debtor and creditor positions in its German operation.

It seemed that debtors only paid their dues to Imtech Germany ‘ages’ after the due dates on their invoices. The company compensated for this bad payment behaviour of its debtors, by paying its creditors later and later itself. 

This culminated in Imtech paying its dues 300 days after the invoice date, at some time: a disgraceful average. Consequently, both the debtor and creditor positions skyrocketed, turning the company almost in a bank, instead of a technical service supplier.

Initially, this didn’t withhold the ABN Amro from rewarding the company with a ‘buy’ advice during the first ten months of 2012. However, after analyst Teun Teeuwisse had taken sufficient time to really dig into the matter and thoroughly analyzed all available financial and non-financial data from Imtech, his worries about the financial position of this company grew by the day.

Roughly at the same time (around November 2012), Teeuwisse and others learned from the freshly introduced Short Selling list – published by the Dutch Authority Financial Markets (AFM) – that a few hedge funds had built up substantial short positions in Imtech.

After Teeuwisse summarized all available financial and non-financial information, he came with a sell advice for Imtech, which struck the company and the Dutch financial markets like a bolt from the blue.

Instead of putting their cards on the table, the executive management at the time of Imtech – consisting of CEO René van der Bruggen and CFO Boudewijn Gerner – opened a full frontal, seemingly personal attack on Teun Teeuwisse. 

This attack can be best described as ‘an attempt to make a character assassination’ against the ABN Amro analyst (see the previous link in this article for detailed information), using disinformation, illegitimate pressure and (seemingly) blatant lies, in order to debunk his (first) analysis report.

Under this substantial pressure, Teeuwisse felt obliged to create a new and 'improved' version of this analyst report, with updated financial data from Imtech itself. Nevertheless, except for a few minor changes, the conclusions of the initial report remained intact and they were fully backed by the bank. However, this was not the end of the battle-below-the-belt between Imtech and (the analyst of) ABN Amro.

And then, in February 2013, things started to come in a different gear for Imtech. It started with the news that Imtech had to write off €100 million on a project-gone-awry in Poland, where Imtech had been involved in the creation of amusement park `Adventure World´ in Warsaw. And, at the same time, there was the news that the executive management of Imtech Germany had resigned “voluntarily”.

While Imtech had officially carried out activities to the tune of at least €100 million for the Polish adventure park, a picture of a desolate piece of unprepared building ground with a lonely arch on it (see this article in Het Financieele Dagblad) showed that there was no way that so much money had been spent there. 

My words in those days:

After reading this opaque story, I can imagine that the shareholders and investors were not exactly happy about the ´adventures´ of Imtech in Poland.

Especially the stories concerning the bounced bill of exchange and the blocked accounts with €200 mln in advanced payments by Adventure World that do or do not exist, leave ample room for speculation. As a consequence, there had been the designated write-off of €100 mln on work-in-progress, that had been disputed by Adventure World director Peter Mulder as being exaggerated.

On top of that, there has been the message from CEO Van der Bruggen that Imtech´s Polish projects could have been subject to´irregularities´ during the execution. The expression ´irregularities´ could point at a wide array of disturbing causes.

There is one other disturbing fact: when I look at a photo-series of World Adventure amusement park [the pictures in the aforementioned FD article - EL], I wonder where the €100 mln in activities, carried out by Imtech, did go? 
I don't see this park being finished (no way!) within two years and I don't see how millions of Euro's could be spent on this park, unless in drawings, computer-designs and blueprints.

The fact that – apart from the Polish officials – also the German management of Imtech have resigned, gives much food for thought. I suspect that these Polish adventures of Imtech could have an unpleasant follow-up in the very near future.

And then soon the news followed that Imtech had to write off €300 million on its German and Polish operations and could not stick to their bank covenants anymore. The company had to make a secondary stock offering of €500 million in stock, to get on top of the situation again.

In those days I suspected that a company could not ‘just’ lose €300 million on bad debtors and bad management alone and that there was probably something more going on in the German and Polish operation:

A more realistic reason, in my humble opinion, is therefore that Imtech became the victim of wide-spread fraud, embezzlement, forgery and / or bribery with company money (strike where not applicable). In my opinion, this is the only realistic reason for losses to this gargantuous amount of €300 million.

How else could a large subsidiary lose 20% (!) of its normal annual revenues, without anybody noticing it at the head-office in The Netherlands?!

What becomes clear from the interview with [new] CEO Gerard van de Aast is that he:
  • Either didn’t want to say what went wrong within the German and Polish Imtech organizations. This would be an offence against 'stock regulation on full disclosure' in The Netherlands;
  • Or that he still is totally clueless himself about what caused this mega-loss;

I still don’t know whether Gerard van de Aast was indeed clueless at the time, or that he didn’t want to mention what later indeed became the root cause of this giant loss: fraud on a massive scale.

To cut a long story short: with every quarterly data presentation, Imtech presented new and bigger losses, as there always seemed to be more loose ends in the case than the executive management had anticipated to. 

At those presentations, the company promised ‘that it had taken decisive measures to prevent from these kinds of fraud in the future, that the worst would now be over and the company could look forward again’… until the next quarterly data.

The result of these events was that this month – March 2014 – Imtech lost its AEX quotation, which it had only received one year ago, making the placement of new shares much more difficult. And a few weeks ago, Imtech presented the annual data for 2013, which included a staggering loss of €697 million. 
Here are the pertinent snips from Het Financieele Dagblad:

Technical service supplier Imtech has written dark red notes for 2013. The Gouda-based company came in deep trouble last year, as a consequence of fraud in the Polish and German subsidiaries. The net loss became €697 mln, compared with €235 mln in 2012. For that year, the annual data had to be reviewed, due to the fraud.

The net loss in 2013 soared, due to write-offs on projects and debtors and reorganization expenses, as well as extra expenses for financing and assessments. This accounted for an extra burden of €400-odd million, according to Imtech.

In 2013, sales dropped to €4.9 billion, from €5.3 billion in 2012, due to market developments in the Benelux (i.e. Belgium/ Netherlands / Luxemburg) and Germany. The fraud earlier blurred the financial picture of Imtech’s real achievements.  

Imtech also announced that it received a credit facility from its financiers of €1.3 billion and guarantees to the tune of €843 million. Already at the end of last year, Imtech had announced that it received one half year of postponement from the banks for meeting its bank covenants. The first testing date for the bank convenants had been pushed forward to 30 September 2014 from 31 March initially.

Imtech is very busy with reducing its net debt. At the end of Q4, this debt amounted to €745 mln. This year the company wants to reduce this debt by another €400 million. All options – including the sales of company parts – is currently under investigation, where the latter had been excluded earlier.

In another FD article, it became clear that the new €1.3 billion credit facility didn’t exactly come for free:

To get grip on its debt, Imtech must bring down its working capital. When this is not sufficient, the company is obliged to remunerate its lenders, through a.o. the deployment of warrants. When everything fails, then ‘all options are open’, including a total or partial "fire sale" of the company or yet another secondary stock offering.

With these new terms, the ‘bruised and battered’ technical service supplier has bought time to clean things up. At the same time, there is scepticism about the viability of the new plans. Many analysts reckon with a sales of company parts; especially the Marine branch, which deploys wiring in ships.

The European banks and American money suppliers (so-called USPP’s or US private placements) now commit to a total loan sum of €1.2 billion, on top of the old facility, which is prolonged until 2017. In exchange for that, Imtech pays 7.5% interest, on top of the EURIBOR rate. This is 300 basis points in excess of the old rate of 4.75%.

If we use today’s EURIBOR rate of 0.6% for 12 month loans as our benchmark, this means that Imtech pays 8.1% in interest per year on its loans (see second red and bold text). As a long-term engineer at the Dutch Business Lending department of a world-leading bank, I can assure you that most (much smaller) SME companies in The Netherlands don’t pay such an outrageous interest rate.

Let’s make a calculation: according to Imtech’s annual report of 2013, Imtech has €313 million in equity and about €1 billion in bank loans.

Imtech's Consolidated balance sheet for 2013
Data courtesy of Imtech
Click to enlarge
Together with the new credit facility of €1.2 billion, mentioned in the last article, this makes a €2.2 billion credit line, for which presumably 8.1% interest must be paid (I presume here that this 8.1% interest rate is for the whole loan sum and not only for the additional loans).

If the company has to pay this 8.1% percentage of interest on its total bank loans and the shareholders would demand a gross return on equity of 12% (which is not very unusual), the gross earnings of the company should already be €215 million in 2014. 

Necessary earnings for interest payments and Return-On-Equity
Data collected from the Imtech
Annual Report and the FD Article
Click to enlarge
If the company then also wants to reduce its debt by €400 million in 2014, it becomes clear that it is a ‘mission impossible’ to accomplish this without selling important parts of the company (see first red and bold text).

Nevertheless, the situation would still not be hopeless when the banks and investors would be absolutely certain that the whole ‘cancer’, in the shape of the German / Polish fraud, had been removed from Imtech completely. In that case, the company still could have a bright future ahead when it could make it through the first three difficult years.

But that is exactly the point: nobody is absolutely certain about that and this is exactly the reason that this outrageous interest rate of 8.1% is demanded by the banks and private investors. In other words: Imtech can almost be considered as a ‘junk bond’ investment and everybody realises it.

In my humble opinion, the fear that yet more problems could emerge at Imtech, turns the company into a dog.

And there is more: the loan / equity ratio of Imtech is already 7, when only the  €2.2 billion in bank loans are taken into the equasion (see the consolidated balance sheet). 

However, when the new credit facility of €1.2 billion is added to the total liabilities of €2.9 billion, the loan / equity ratio (i.e. leverage) changes to 13 (based on €313 million in equity), which is not bad… for a bank.

I am afraid that the chances for survival of Imtech-as-a-whole are dim, if we take these notions into consideration. When the company is not split up (presumably through asset stripping), a default as a consequence of negative equity seems hard to avoid. Especially, if you take the €1 billion in goodwill (an intangible asset) on the balance sheet into consideration. Goodwill can’t be sold at an auction and its worth lasts as long as the good reputation of the company.

Besides that, Imtech’s degradation to the Midkap index makes it only harder to place new share capital in the financial markets, on the premises that someone wants to buy it after all.

Therefore I am afraid that Imtech will not rise from its ashes as the legendary phoenix, but instead it will probably be torn apart by its investors, in order to gain some of their money back.

 I must emphasize here that these notions are my personal opinion and that I’m not an official analyst. I do not take any responsibility for the effects of this analysis.

___________________________________ 

Dear readers,

Today, I read some reactions on the Dutch economic news site www.iex.nl with respect to this article.

It can very well be that some of my assumptions with regard to the height of the bank loans for Imtech (and thus the height of the interest payments) are wrong. This in spite of the fact that I always try to quote correct data and draw sound conclusions, based upon these data.  

I used the Imtech balance sheet and the quoted articles in the FD as the basis for my assumptions. 

Nevertheless, I am still convinced that my final conclusions with respect to the hopelessness of the situation for Imtech and the impossibility for the company to meet its financial obligations, are correct.

Please feel free to comment on this article through the comment box in the bottom of it.

Ernst

23 comments:

  1. Dear Ernst,

    I am one of the members of IEX forum and want to react your conclusion. In your conclusion you only consider the option of a claim emission and that a possible claim emission is not very likely. I agree this point with you.

    The question I have: did you also consider the possible sale of one or more units of Imtech, or consider a restricted emission (onderhands emissie in Dutch)? Would your conclusion be the same if you consider these options?

    With regards.

    Realtrader (my alias on IEX forum)

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  2. Dear Realtrader,

    That is a very good question indeed and a question that I partially neglected in this article.

    Of course Imtech could consider to sell one or two company units. The option Marine is mentioned by others already and there are definitely other parts of the company which could be sold.

    I see one big problem, however:

    In companies and plants, specialized in production, you can sell bricks & mortar, production tools / robots / process automation equipment, an ICT-infrastructure and inventory when you sell a part of the company.

    There is often a lot of concrete value in such a company or plant, which can be sold for cash or stock.

    However, in a mainly service-oriented company like Imtech, you can often only "sell" your people under contract (if they want to stay with the company, when parts of their company are sold), patents, specialized knowledge and a customer base. This is referred to as goodwill, when I'm not mistaken.

    During the last year, Imtech has litterally lost a lot of this goodwill. Not only among the investors, but probably also among its customers.

    This is why I have serious doubts whether the sale of one or two company parts will be enough to pay back the required €400 million of working capital and some of the bank loans and credit lines.

    Besides that, selling company parts from Imtech could deplete the money-making capacity of the company to such a degree, that the company has virtually no chances for survival anymore.

    This is the reason that I still see a total split up of Imtech as the most 'viable' possibility for the company.

    This is in my opinion a case that the separate parts of the company have much more value than the company as a whole, unfortunately.

    Thank you for this question and I hope that you remain a reader.

    Ernst

    ReplyDelete
  3. Dear Ernst,

    Thank you for your quick response. You make a very valid point that the existing problems within Imtech hurt the goodwill of customers. To my humble opinion the order intake is a very good indication of whether Imtech lost the customers credibility. I am sure that in some cases they lost customers indeed. But let's look at the order intake.

    Since the problems last year, the revenue however only decreased with 5-7%. The question of course could arise if this is due to the lost goodwill/credibility or whether this is due to the choice of Imtech to go for margin instead for volume. We both don't know, but what we know is that the overall order intake is still robuust. And what we also now is that the profitability of the business (marine, nordic?) that they want to sell is increasing.

    The second point is that although Imtech could lose its credibility of its customers, the new company that acquires imtech could replace imtech with a new name/reputation/ cq management to re-establish this relation.

    We have different opinions and vision on Imtech, so time will show who is right.

    Many success with your blog, I will keep following it.

    With regards,

    Realtrader

    ReplyDelete
  4. Dear Ernsrt,

    I see the nem stock price as bargain and decided to put some money in the stock which I think has little to loose. Could you comment on the recent situation of the company ?
    best regards

    ReplyDelete
    Replies
    1. Hi,

      Thank you for your comment. I appreciate it.

      And now I hope to give an answer to your question.

      Imtech is officially a penny stock with a current quote of €0,82, so you can take a gamble.

      Because, that is what it is IMHO

      This is a company with an overload of debt and a bleak future, which is on a mission impossible to turn €400 million in debt into equity. Besides that, the company must create such cash flows that at least the interest payments can be maintained.

      IMHO the only way to realize that, is by selling a substantial part of the company. However, only the healthy parts can be sold for a nice price and what remains is a kind of bad bank: without sufficient earning capacity and still an overload of debt.

      However, if you have €3000 to spare, you can almost buy 3650 shares. When they go up with a few euros, you have a ball. When it blows skyhigh, your loss is limited.

      However, you have to follow your own instincts.

      Ernst

      Delete
  5. thank you for your comments. I appreciate your remarks..

    ReplyDelete
  6. Dear Ernst,
    The following months was a good learning session for me in terms of Imtech. I wonder what will the consolidation of shares bring in the future ? can you comment on this matter
    thank you in advance
    best regards

    ReplyDelete
  7. Ernst, I am reading in light of today's offering. Given the debt-to-equity picture, is there a price here where Imtech is a buy? It sounds like they are going to try to make of go of it. Any thoughts? Thanks.

    ReplyDelete
  8. The stock is such a wild ride today and there is so much confusion about the settlement of the prices for the claims and the stock itself, that I could not tell anything about it that would make sense.

    We should first wait whether the claim emission will succeed (in sheer numbers) or not and than we should closely watch the price action in the coming days.

    At the moment that you know the total share value after the succeeded or failed claim emissions and put that against the current debt of €1.1 billion, we will know a lot more.

    ReplyDelete
  9. Thanks.

    Is the total for debt before or after ICT sale? Looking at the presentation, they expect to raise 600M with the offering and sell ICT. Banks have given them a convenant holiday. I am not sure if they will do well enough on reducing head count to get EBITDA positive. Still, if this goes all the way down to 1-2 pennies, it might be worth the risk.

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