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A N N U A L R E P O R T 2001
T E C H N O L O G Y A T H E A R T
IMT
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W W W . I M T E C H . N L
C O L O P H O N
Text contributionSmink, van der Ploeg en Jongsma
Design and lay-outC&F Report Amsterdam B.V.
Imtech N.V.Kampenringweg 472803 PE GoudaPostbus 3992800 AJ GoudaThe NetherlandsTelephone + 31 (0) 182 543 543Fax + 31 (0) 182 543 [email protected]
� Transformation process complete: Internatio-Müller to continue as Imtech.Core activity is total technical service provision throughout Europe.
� Core activity Imtech’s growth as forecasted: turnover +33% (autonomous +16%),production +25% (autonomous +10%) and EBIT +16% (autonomous +8%).
� Imtech substantially strengthened through European acquisitions.� Well-filled order book (2,000 million euro): +19%.� ROM and Rheinelektra Technik integrate to form Imtech Deutschland, market
leader in Germany in building and industry markets.� Financing capacity for further expansion.� Imtech back in Euronext-Amsterdam’s Midkap index as of 4 March 2002.
H I G H L I G H T S
P R O F I L E
Imtech (formerly Internatio-Müller) has ‘Technology at heart’. Imtech is a European SystemIntegrator in information and communication technology, industrial automation, system tech-nology and electrical and mechanical engineering. Imtech is active in the building, industry,marine, infrastructure and telecom markets in the Netherlands, Germany, Belgium, England andSpain.
Imtech provides customers total technical service from one coordination or contact point withfull capability across the technological spectrum. This makes Imtech unique, because for everyimaginable project, large or small, at local, regional, national or European level, Imtech offersmade-to-measure competencies: from advice, design and installation to maintenance and management.
With over 14,000 professionals, all of whom have technology at heart, Imtech achieves aturnover of around 2 billion euro on an annual basis.
The shares in Imtech N.V. are listed on the Euronext-Amsterdam stock exchange (Midkap index)and also in the European Next 150 index.
The Imtech competence pyramid: total technical
solutions from one contact point
Competence pyramid
1
2 Key figures3 Transformation 4 Information about the Imtech share6 A message to our shareholders 7 Strategy8 What does Imtech do?
10 Market segments11 Imtech as core activity12 Composition of the Supervisory Board,
Board of Management and ExecutiveCouncil
13 Report of the Supervisory Board
14 R e p o r t o f t h e B o a r d
o f M a n a g e m e n t
15 Imtech as core activity15 The Benelux16 Germany16 ICT & Technology16 Acquisitions17 Imtech N.V. 2001 and Internatio-Müller N.V.
2000 – a comparison17 Turnover and result17 Dividend proposal 18 Capital and financing18 Goodwill18 Investments and depreciation18 Cash flow18 Market developments19 Risk management and internal
management systems19 Technological innovation20 Quality, environmental care and health
and safety20 Organisation and personnel21 Prospects for 2002
22 A c t i v i t y r e p o r t s
23 Benelux29 Germany (including Spain)35 ICT & Technology
40 F u n c t i o n s u m m a r y
S u p e r v i s o r y B o a r d /
B o a r d o f M a n a g e m e n t
41 A n n u a l A c c o u n t s
41 Accounting principles44 Consolidated balance sheet46 Consolidated profit and loss account47 Consolidated cash flow statement48 Notes to the consolidated balance sheet52 Notes to the consolidated profit and
loss account54 Notes to the consolidated cash flow
statement55 Balance sheet56 Profit and loss account57 Notes to the balance sheet and profit
and loss account
62 O t h e r i n f o r m a t i o n
62 Auditor’s report63 Statutory provisions regarding the
appropriation of profit63 Proposal regarding the appropriation of
profit63 Special statutory rights regarding control63 Stichting Internatio-Müller 64 Historical summary 2001 – 199268 Glossary
C O N T E N T S
This is a translation of the official Dutch Annual Report.In case of any misinterpretation the official Dutch Annual Report is the valid version.
I M T E C H A S C O R E A C T I V I T Y
Turnover EBITProductionOrder portfolio
I M T E C H T O TA L ( F O R M E R LY I N T E R N AT I O - M Ü L L E R )
TurnoverOperating incomeAdded-valuePersonnel costsEBITFinancial income and chargesGroup operating result before taxationNet result excluding extraordinary resultNet resultCash flowShareholders’ funds at year endNet debt positionLiquidity surplusNet return on shareholders’ funds on 1 January 1
Net return on average shareholders’ funds 1
Group capital : total liabilitiesLong-term capital : total fixed assetsCurrent assets : short-term debts (liabilities)Net debt: shareholders’ fundsInterest coverageNumber of personnelof which: in the Netherlands
outside the NetherlandsNumber of issued ordinary shares in millions (at year end)Number of issued ordinary shares in millions (average)
D ATA P E R O R D I N A RY S H A R E W I T H
A N O M I N A L VA L U E O F E 2 . 4 0
Cash flow 2
Net result 1, 2
Net result 2
Shareholders’ fundsDividendPay-out in % 1
2
K E Y F I G U R E S( I N M I L L I O N S
O F E U R O S )
2001
1,77877.8
1,7302,000
2,0082,040
779512
966
10271
130149251
–154
18.0%22.0%
0.283.711.63
––
14,3758,5595,816
25.926.3
5.672.694.959.681.25
46
2000
1,34067.3
1,3801,678
2,6032,728
787490125
(6)119
83221243394
–198
43.2%28.3%
0.384.971.94
–18.9
10,6796,4454,234
26.926.5
9.183.148.32
14.691.25
40
1999
1,27261.3
1,3211,574
2,6462,772
789509102(10)926584
108193
37–
44.5%38.2%
0.212.541.360.19
8.112,307
7,6794,628
25.925.7
4.212.513.277.420.95
38
1 Excluding extraordinary income and charges.
2 Based on average number of issued shares, effect of dilution less than 1%.
Now that the transformation process has been completed it is virtually impossible to compare theresults of Imtech with those of the former Internatio-Müller conglomerate. The sale of non-core activi-ties meant Imtech’s total turnover level for 2001 (2 billion euro) was significantly lower than Internatio-Müller’s for 2000 (2.6 billion euro). Obviously this also affected EBIT development and earnings per share.
To summarise:
Internatio-Müller 2000� Harbour activities sold: still included for 6 months of 2000 � Pharmaceutical trading activities sold: still included for 11 months of 2000� Chemical distribution activities still included for the whole of 2000� Effect of the divestments on 2000 turnover: 160 million euro negative� Turnover: 2.6 billion euro� EBIT: 125.2 million euro� Earnings per share (excluding extraordinary income and charges): 3.14 euro
Imtech as a whole 2001� Chemical distribution activities sold: still included for 5 months of 2001� Balance of effect of divestments and acquisitions on 2001 turnover: 807 million euro negative� Turnover: 2.0 billion euro� EBIT: 96.4 million euro� Higher interest income due to improved cash position through divestments� Earnings per share (excluding extraordinary income and charges): 2.69 euro
Graphically the transformation can be summarised as follows:
3
T R A N S -F O R M A T I O N
0
250
500
750
1,000
1,250
1,750
2,000
2,250
2,500
2,750
2000
2001
Turnover
ImtechDistributionDivision
in millions of euros
1,263
1,340
230
1,778
(15)
0
15
30
45
60
75
90
105
120
135
2000
2001
EBIT
ImtechDistribution DivisionHolding costsPension refund
in millions of euros18.1
18.1
9.7
77.8
50.0
67.3
(9.2)(10.2)
(7.5)
(6.0)
(4.5)
(3.0)
(1.5)
0.0
1.5
3.0
4.5
6.0
7.5
2000
2001
Financial income andcharges in millions of euros
5.6
(6.3)
� Stock exchanges: Euronext, Amsterdam / Seaq, London / Xetra, Frankfurt� Industry: Engineering Contractors (classification number FTSE: 20-264)� Number of subscribed shares: 26,886,549� Number of issued shares: 25,879,549
A M E N D M E N T T O T H E A R T I C L E S O F A S S O C I AT I O N
On 15 October 2001 the Articles of Association were amended: the name Internatio-Müller N.V. was changed toImtech N.V., the description of the objective was adjusted in line with current activities and the five guilders (NLG 5.–) nominal value of every subscribed share was re-denominated as a nominal value of two euro and fortyeuro cents (E 2.40). At the same time, and in connection with the possibility for registered shares to be entered inthe central Giro system, the bearer certificates (the so-called CF certificates) were abolished and, as of that date,shares have carried the shareholder’s name (registered shares).The shares the Company holds in its own capital are not included in the calculation of the amount to be paid out asa dividend on shares. Within the framework of the Corporate Governance Committee’s recommendations, theapproval of the annual accounts and the discharging of Supervisory and Management Board members have beenseparated and will henceforth be included on the agenda as two different items.
D I V I D E N D P O L I C Y
Imtech N.V. strives for a profit distribution of 40% of net result excluding extraordinary income. In the light of thetransformation process the dividend proposal for 2001 deviates positively from this policy.
L A R G E S H A R E H O L D E R S
The latest known situation regarding the announced interests pursuant to the Disclosure of Interests Act is as follows:� Internationale-Nederlanden Groep N.V. (ING): 10.0% � CGU Plc / Delta Lloyd Verzekeringsgroep N.V.: 5.2%� Fortis Utrecht N.V.: 6.1% � Aegon N.V.: 5.1%
G E O G R A P H I C A L D I S T R I B U T I O N O F S H A R E H O L D E R S
The geographical distribution of shareholdings in Imtech N.V. on 31 December 2001 was as follows:� The Netherlands: 52% � United Kingdom: 16% � USA: 13% � Rest of the world: 19%
T H E S H A R E I N 2 0 0 1 ( I N E )
Highest priceLowest priceClosing priceDividend return on closing price in %Price/earnings ratio (at year end)Ordinary shares traded (number per day based on double count)Number of issued ordinary shares (at year end)Number of issued ordinary shares (average)
L I Q U I D I T Y P R O V I D E R S
ABN AMRO Bank, Dexia Securities (formerly Kempen & Co.), F. van Lanschot Bankers, Fortis Bank, ING Bank and RaboSecurities act as Liquidity Providers for the Imtech share. Although the Euronext criteria do not, strictly speaking,require Imtech to appoint a Liquidity Provider for the fund, Imtech is of the opinion that an increasing and orderlytrade in its shares is important for the Company and its shareholders.
4
I N F O R M A T I O NA B O U T T H E
I M T E C HS H A R E
1999
24.0516.7520.80
4.68.3
137,57925,944,89425,675,634
2000
25.9016.9024.50
5.17.8
116,77426,851,54926,489,609
2001
28.9518.9021.02
5.97.8
111,61125,879,54926,345,549
5
P U R C H A S E O F O W N S H A R E S
On balance, 1,007,000 shares were purchased in 2001 (approximately 4% of the subscribed capital) for a total priceof 26.9 million euro. This covers obligations related to personnel options granted up to and including May 2001.
I N V E S T O R R E L AT I O N S
Imtech communicates actively and openly with investors and analysts in order to clarify its strategy, financial resultsand current state of affairs. During 2001 a considerable number of presentations was given to analysts and privateinvestors, partly in the context of the Company’s transformation.
Extensive information, including strategy statements, press releases, analysts presentations and financial data, isavailable on the Imtech internet site www.imtech.nl. Imtech’s objective is to profile its activities and strategies astransparently as possible. On 30 November 2001 Imtech organised a presentation for over 100 shareholders andinvestors and an excursion to the Traffic Information Centre of the Verkeerscentrum Oudenrijn in Utrecht.
I N T E R N A L R U L E S R E G A R D I N G I N S I D E K N O W L E D G E
Within Imtech rules regarding the reporting and regulation of transactions in Imtech shares are in force and appli-cable to the Supervisory Board, Board of Management, Executive Council, and other specified persons including cor-porate staff, operating company management and a number of permanent consultants. The Company Secretary hasbeen appointed Compliance Officer and is charged with monitoring compliance with the rules and communicatingwith the Autoriteit Financiële Markten (Authority on Financial Markets; formerly Stichting Toezicht Effectenverkeer).
F I N A N C I A L C A L E N D A R
23 April 2002 General Meeting of Shareholders25 April 2002 Quotation/listing ex-dividend2 May 2002 Dividend made payable20 August 2002 Publication first half year results 200211 March 2003 Publication annual figures 2002, press conference and analysts’ meeting
2000
2001
2002
50
60
70
80
90
100
110
120
130
140
150
Share price trend Imtech
Share price trend Midkap
Imtech-Midkap index share price trend (January 2000 to February 2002 based on average weekly price)
6
T E C H N O L O G Y AT H E A R T I S B E AT I N G S T E A D I LY
The sale of the chemical distribution activities in May 2001 completed our transformation processand we could concentrate on the only activity remaining from the former Internatio-Müller: techni-
cal service provider Imtech. Acknowledging the break with the past by re-naming the new company Imtech seemedonly natural. Imtech’s strong track record in recent years, the market positions it had built-up and the good prospectsin virtually every market segment in which Imtech operates were deciding factors in this decision. A great deal ofeffort went into marketing our new name to all the relevant target groups; institutional and private investors, thestaff and customers. Imtech means one, strong brand name throughout Europe with an unequivocal profiling as aEuropean System Integrator.
The Imtech share was also well received on the stock market and, to our delight, since 1 March 2002 has once againbeen included in the Midkap index. Imtech’s European status has also been acknowledged by its inclusion in the Next150 index.
Changing our name to Imtech does not, however, mean severing all ties with ourlengthy Internatio-Müller past. Internatio-Müller was a reliable and respected namein the financial markets and this will live on in the new Imtech.
Since it was formed in 1993 through the clustering of 35 different companies, Imtechas core activity has grown robustly and performed well. Autonomous growth has consistently been above average and selected acquisitions have been integrated successfully. This enabled us to gradually improve our market positions with increasedmargins.
Even in 2001, a year of economic headwinds, Imtech showed a healthy autonomous growth. This says much forthe strength and versatility of our flexible organisation and all our staff. Our sincere thanks to everyone whose
contribution made this impressive performance possible.
The European technical services market is nowhere near the end of its consolidationphase. Last year a number of important supplementary acquisitions were completed.These acquisitions fit in very well with the strategy for the coming years.
Imtech is seeking further new acquisition candidates that will support its aspirationof growing into a pan-European System Integrator. The focus of the investments willbe the expansion of activities in West Europe.
We firmly believe all these developments have led to an optimum mix of activ-ities and competencies that will guarantee the generation of structural profitgrowth and shareholder value now and in the future.
H.C. (Herman) Scheffer R.J.A. (René) van der Bruggen
A M E S S A G ET O O U RS H A R E -
H O L D E R S
H.C. Scheffer
R.J.A. van der Bruggen
The combination ofhealthy autonomousgrowth and acquisitionshave given Imtech aunique profile in the market with strong pos-itions in the Netherlands,
Belgium and Germany and base positions in England and Spain. An ambitious growth scenario based on realistichypotheses has been developed for the coming years. Imtech’s success, its strategic distribution in terms of activitiesand countries, the market positions it has already built-up and the strategic versatility of its organisation give confi-dence that, despite some levelling-off of economic growth in 2001, the strategic targets are achievable.
H i g h - v a l u e s e r v i c e s
Imtech will use its existing strong position as a springboard from which to improve its position by adding high-valuetechnical services with high margins in the fields of:� information and communication technology;� design and consultancy (engineering);� technical maintenance and management, including facility management.
E u r o p e a n e x p a n s i o n
Imtech is also aiming for European expansion and will reinforce its positions in the Netherlands, Belgium andGermany through targeted acquisitions and by combining the acquisitions with its existing positions. Imtech alsowants to build-up similar market positions in England and Spain. The financing capacity needed to achieve thisexpansion is available.
Tu r n o v e r g r o w t h a n d m a r g i n i m p r o v e m e n t
The internal targets have been amended from those set in March 2001 due to the slow-down in economic growth inthe countries in which Imtech is active, pressure on the margins, particularly in the ICT activities, and the oppressiveeffect on the EBIT margins of the acquisition of Rheinelektra Technik which, for strategic reasons, was consideredmore important than the (initially) low margin. In view of the uncertainty surrounding the receipt, or not, of an annualpension refund in the coming years the effect of this refund should be disregarded.
The targets for the coming years are:� to double the turnover to 2.6 billion euro in the period 2000 to 2004 inclusive (was: 2000 to 2003 inclusive), and� to raise the EBIT margin from 5% in 2000 to 6% in 2004 (was: 7% in 2003)Achieving these targets will result in an average earnings per share growth of 10% per annum Imtech N.V. in theperiod 2000 to 2004 inclusive (was: 15% in the period 2000 to 2003 inclusive).
7
S T R A T E G Y
After a long period in which Imtech formed part of Internatio-Müller the
company no longer has a conglomerate character. It has been decided to
concentrate on technology. Imtech is an explicit technical services special-
ist and market leader. With the expertise and skills of over 14,000 staff
Imtech has an attractive track record. The exchange of knowledge and the
successful combination of centralised policy and strategy formulation and
decentralised business responsibility are the key factors.
More and more oftenImtech is also entrustedwith the responsibility forthe entire project trajec-tory. Imtech servesaround 10,000 Europeancustomers in both the pri-vate and public sectors.Imtech not only specialis-es in large and complex
projects, every year it also carries out thousands of small and medium-sized assignments with short lead-times.This generates a continuous stream of orders and makes Imtech less sensitive to economic fluctuations. Innovation,both through the continuous up-dating of practices and through selective research, is inherent to the organisation.This makes Imtech attractive to customers and provides a healthy basis for continuity.
A c t i v i t i e s p e r m a r k e t s e g m e n t
Each of the market segments in which Imtech operates has its own market dynamics and capital intensity. Each seg-ment demands its own market approach and specific process and technology expertise and experience. And in eachmarket segment the complexity of, and increasing use of, integrated technology means that Imtech companies areworking more and more closely together to execute complicated and challenging projects whatever their size. This isan important element of Imtech’s unique capability.
Buildings
Imtech offers total technical solutions for offices, industrial buildings, hospitals, care institutions, museums and othercultural facilities, universities and colleges, courthouses, utility and governmental buildings, shopping centres, lab-oratories, stadiums, airports, distribution centers, traffic information centers, computer centres, penal institutions andparking garages. Imtech is asked to design the entire technical infrastructure, install it and then, finally, to maintainit.The core activity is the integration of electrical engineering, instrumentation, heating, ventilation and air-condition-ing (HVAC), fire extinguisher and sprinkler technology, control engineering, telemetry, security, access and parkingtechnology, energy and high tension. Imtech also supplies ICT solutions: (work station) automation, data com-munications and telecommunications, IT management, E-commerce, Internet and Intranet applications, and ERP(Enterprise Resource Planning). Imtech offers a similar technology package for the technical management and main-tenance market. This integrated, multi-function approach enables Imtech to accept total technical maintenance andmanagement responsibility.Attractive, sizeable technology projects have included: the Philips High Tech Campus in Eindhoven, Commerzbank’sheadquarters in Frankfurt, the Barcelona World Trade Center, the ‘Arena auf Schalke’ football stadium in Gelsen-kirchen, the MK-2 multifunctional exhibition building in Munich and a wide range of activities at the airports ofAmsterdam, Brussels, Munich and Dusseldorf.
Industry
Imtech is a System Integrator for a great many branches of the industry market and designs, implements and main-tains integrated ICT solutions in a variety of areas including technical automation, process automation, data com-munications and telecommunications and specific IT trajectories. But Imtech also integrates technologies such aselectrical engineering, mechanical engineering, distribution technology, high-tension and energy solutions, analysingand metering technology, fire control, processing and environmental technology. And Imtech offers integrated tech-nical maintenance and management in all its manifestations with a singular focus on the customer communicationprocess.
8
W H A T D O E SI M T E C H D O ?
Imtech is good at advising on, designing, installing, maintaining and man-
aging total technological solutions in the building, industry, marine, infra-
structure and telecoms markets. Imtech operates in, and occupies leading
market positions in, the Netherlands, Germany, Belgium and Luxembourg.
Imtech is also present, although currently not so prominently, in Spain and
England. Imtech is a brand-independent System Integrator offering total
solutions with total technical service provision. Imtech’s network of com-
panies and business units covers the countries in which it operates (with
the exception of England). This means Imtech is close to the customers and
has the ability to adjust its services to suit fast-changing market conditions
– every time.
Attractive, sizeable technology projects have included: new car production factories for Audiin Germany, the extension of manufacturing facilities for Pfizer in Kalhsruhe, distributionsolutions for Coca Cola in Belgium, E-commerce solutions for Daihatsu and Kone, total tech-nical services for General Electric Plastics and AKZO in Amsterdam, and maintenance con-tracts for DSM in Geleen.
Marine
In the maritime market Imtech operates globally as a System Integrator with an attractivetotal package of products and services. Imtech’s integrated services support every phase inthe total life-cycle of the maritime technology trajectory. At every size and right across themarket: cruise liners, dredgers, navy vessels, luxury yachts, offshore platforms and cargoships. Imtech takes complete responsibility for the design, manufacture, installation andmaintenance of platform automation, integrated bridges for total ship’s management, nav-igation technology, energy generation and distribution, control and management systems,electrical engineering, mechanical engineering, maintenance, repairs and conversions.Attractive projects have included: air command and defence frigates built for the DutchRoyal Navy, cruise ships at the Meyer Wharf in Germany and the St. Nazaire Wharf in France,dredgers for Jan de Nul and Ballast Nedam Dredging, amphibious transport craft for theBritish Ministry of Defence and submarines of the British Royal Navy.
Infrastructure
As a System Integrator Imtech’s specialisms include advising, designing, project manage-ment, installing, turn-key delivery and maintenance of technical infrastructure such as dis-tribution networks for electricity, gas, water, data communications, telecommunications andcable television, public lighting, traffic management technology, traffic installations, systemintegration in tunnels, bridge and lock automation and water management technology.Imtech is also active in the field of railway infrastructure and implements technical infra-structure, management and security systems, cables and pipelines, high tension, traction and energy facilities andnetwork computing. Via a single contact point, and with professional engineering, Imtech provides customers withobjective advice and, at the same time, handles the total management and execution of a project. In this way Imtechcovers the entire infrastructure market services column.Some examples: total technical solutions in the Calland tunnel, maintenance of the lighting and technology on high-ways, traffic regulation technology and electrical engineering for the Dutch High Speed (Railway) Line (HSL), airportrunway lighting, traffic management and System Integration in the Oudenrijn traffic centre and the technical reno-vation of various locks in IJmuiden.
Telecom
Imtech offers total technical service provision to customers in the telecoms market. The basis for this complete ser-vices package was the combination of Imtech’s services package with that of Datelnet, which was acquired as of themiddle of December 2001. Imtech offers complementary technical services for mobile and fixed telephone networksand is capable of implementing integrated telecoms projects as an independent main contractor. Imtech has alsobuilt-up a good reputation for the execution and maintenance of Internet Service Providers’ Switch Houses,Telexchange Centres and IT rooms for the transmission of voice, data and images via the Internet. In both these markets the service provision encompasses the combination of ICT, electrical engineering, mechanical engineering,security and related technological solutions including engineering, project management, implementation, service andmaintenance. This gives Imtech an excellent platform from which to expand into a leading European player in thetelecom market.Examples of projects include: implementing POP-sites for Telfort, maintaining BEN’s entire mobile network, up-grading existing GSM networks with new GPRS technology for KPN Mobile, implementing the first UMTS site forVodafone and implementing Pan-European Switch Houses for Teleglobe and Tycom.
9
Imtech is responsible for theautomation and all electronicsolutions in the Weidewerderbridge in Delfzijl.
M A R K E T S E G M E N T S
10
B E N E L U X
Imtech ProjectsImtech Projects Noord-Oost B.V.Imtech Vonk B.V.Imtech Projects West B.V.Imtech Industry B.V.Ravebo Groep B.V.Imtech Utiliteit Noord-West B.V.Imtech Utiliteit Zuid-West B.V.Imtech Projects Zuid B.V.Installatie Bedrijf Roderland B.V.
Imtech MaintenanceImtech Maintenance Noord-Oost B.V.Imtech Maintenance West B.V.Imtech Maintenance Zuid B.V.
Imtech InfraNettenbouw B.V.Imtech Infratechniek B.V.Infra Engineering B.V.
Imtech BelgiumImtech Belgium Projects N.V.ABI Imtech N.V.Gomala Imtech N.V.IC Imtech N.V.Imtech Maintenance N.V.Van Looy Group N.V.EIA N.V.
I C T & T E C H N O L O G Y
Imtech ICT 1
Turnkiek Holding B.V.PAC Informatisering B.V.Imtech Telematics B.V.Baltic Telecommunicatie B.V.Inter Networks B.V.Mountside B.V.Bostec B.V.IMDEA S.A. (Spain)
Imtech TelecomImtech Telecom B.V. (formerly Datelnet N.V.)
Imtech TechnologyImtech Systems B.V.Saval B.V.Knowsley SK Ltd.Ventilex Milieutechniek B.V.Van Swaay Toegangstechniek B.V.WPS Parking Systems B.V.
Imtech Marine & OffshoreImtech Marine & Offshore B.V.Imtech Asia Ltd. SingaporeImtech Marine & Industry UK Ltd.IHC Systems B.V. (50%)
G E R M A N Y A N D S PA I N
Imtech DeutschlandImtech Deutschland GmbH & Co. KG (formerlyRud. Otto Meyer & Rheinelektra Technik)Schiffbau-DockbautechnikImtech ICT Deutschland GmbHDeutsche Van Rietschoten & Houwens GmbHPaul Wagner & Fils S.A.
Imtech EspãnaImtech Intesa S.A.Imtech Novocalor S.A.
Buildings
Industry
Marine
Infrastructure
Telecoms
1 Including business services.
I M T E C H A S C O R E A C T I V I T Y 1
11
0
10
20
30
40
50
60
70
80
90
100
EBIT
1997
1998
1999
2000
2001
in millions of euros
32.7
52.0
61.3
67.3
77.8
0
200
400
600
800
1,000
1,200
1,400
1,600
1,800
2,000Turnover
1997
1998
1999
2000
2001
in millions of euros
627
1,138
1,2721,340
1,778
0
200
400
600
800
1,000
1,200
1,400
1,600
1,800
2,000Production
1997
1998
1999
2000
2001
in millions of euros
581
1,208
1,3211,380
1,730
0
200
400
600
800
1,000
1,200
1,400
1,600
1,800
2,000
1997
1998
1999
2000
2001
Orderportfolio per year end, in millions of euros
712
1,404
1,574
1,678
2,000
1 Adjusted for comparison reasons.
S U P E R V I S O RY B O A R D 1, 2
A.G. Jacobs (65), Chairman, appointed in 2001, current term ends 2005M.C. van Veen (66), Vice-chairman, appointed in 1985, current term ends in 2005B. de Vries (63), appointed in 1995, current term ends 2003G.J. de Boer-Kruyt (57), appointed in 1999, current term ends 2003P.J. Groenenboom (66), appointed in 2000, current term ends 2004
B O A R D O F M A N A G E M E N T 2
H.C. (Herman) Scheffer (53), ChairmanR.J.A. (René) van der Bruggen (54)
E X E C U T I V E C O U N C I L
R.J.A. (René) van der Bruggen (54), ChairmanK. (Klaus) Betz (46), Board member Imtech Deutschland H.H. (Herman) Brugman (58), General Manager Imtech TechnologyJ.A. (Jan) Casteleijn (52), General Manager Imtech InfraA.L.A. (Aart) van Gelder (55), General Manager Imtech Projects WestA.F. (Jos) Graauwmans (44), Director Personnel & OrganisationG.L.M. (Goof) Hamers (49), Board member Imtech Marine & OffshoreJ.T.M. (Hans) van Happen (42), General Manager Imtech ICTP. (Peter) Kronenberg (44), Board member Imtech DeutschlandW. (Willy) Michielsen (58), General Manager Imtech BelgiumJ.W. (Jan) Mussche RA (55), Director ControllingA. (Ad) Parmentier (53), General member Imtech Projects ZuidC.A. (Kees) van Rooden RA (50), Financial DirectorM.E.J. (Mark) Salomons (40), Company SecretaryJ.G. (Jörg) Schiele (57), Board member Imtech Deutschland C.A.C. (Carol) van Soest (61) (until 1 November 2001), General Manager Imtech InfraR. (Rob) van Straten (40) (as of 1 January 2002), General Manager Imtech TelecomJ.T. (Jan) Tromp (60), General Manager Imtech Marine & OffshoreS. (Seine) de Vries (58), General member Imtech Projects Noord-OostH. (Helmut) Voos (58), Board member Imtech Deutschland
12
C O M P O S I T I O N O FT H E S U P E R V I S O R Y
B O A R D , B O A R D O F M A N A G E M E N T
A N D E X E C U T I V E C O U N C I L
1 All members of the Supervisory Board are Dutch nationals. Until 24 March 2001 J.M.H. van Engelshoven (Chairman)
and S.J. Jonker (Vice-chairman) were members of the Supervisory Board.
2 For a summary of other functions see page 40.
We hereby submit to the shareholders for approval the annual accounts for 2001 prepared by the Board ofManagement and adopted by us. These annual accounts have been audited and certified by KPMG Accountants N.V.We advise the shareholders to approve these annual accounts. The statutory appropriation of profits is stated on page 63. After consultation with the Board of Management we propose that for 2001 a dividend of 1.25 euro perordinary share should be paid and that the sum of 98 million euro be transferred to the reserves.In 2001 eight meetings were held during which the Supervisory Board advised the Board of Management and super-vised the Board of Management’s policy and Imtech’s general business progress. Members of the Supervisory Boardattended the four consultative meetings of the Central Works Council.During the past year the transformation of the Concern was completed with the sale of the chemical distributionactivities. The focus is now concentrated solely on the core activity - Imtech. Imtech has been strengthened with several acquisitions including Datelnet in the Netherlands and Rheinelektra Technik in Germany. Other issues discussed were the company’s business progress and the related risks, the results of the assessment of internal controls, the development of the markets in which Imtech is active, personnel and management development, thefinancial progress (in the presence of external auditors when the half yearly and annual figures were involved) andthe budget.The Supervisory Board maintains a profile, which was prepared after consultation with the Central Works Council.Our Board’s division of tasks and working method are stipulated in a regulation that is available for examination byshareholders.During the Shareholders’ meeting on 24 April 2001, Mr. van Veen was re-appointed. We also bade farewell to Messrs. Van Engelshoven and Jonker due to their having reached the statutory age of retirement. The SupervisoryBoard owes them a considerable debt of gratitude for their many years of dedication on behalf of Imtech and ourBoard. To fill the vacancy arising from the resignation of Mr. Van Engelshoven, Mr. A.G. Jacobs was appointed asChairman. To fill the vacancy arising from the resignation of Mr Jonker, the Supervisory Board now intends to appointMr Van Amerongen directly after the shareholders’ meeting on 23 April 2002.During the Extraordinary Meeting of Shareholders on 12 October 2001 it was decided to amend the Articles ofAssociation and to change the name of Internatio-Müller N.V. to Imtech N.V.Now that the transformation of Internatio-Müller N.V. to Imtech N.V. has been concluded, Mr H.C. Scheffer, Chairmanof the Board of Management of Imtech N.V., has decided to stand aside for Mr R.J.A. van der Bruggen, currently mem-ber of the Board of Management. During many years, Mr Van der Bruggen has successfully managed the develop-ment of Imtech, as largest part of the former Internatio-Müller N.V.The Supervisory Board intends to designate Mr Van der Bruggen as Chairman of the Board of Management directlyafter the Shareholders’ meeting on 23 April 2002. The Central Works Council has been asked to render its advice.In addition, a new member of the Board of Management will be engaged who primarily will be responsible for finan-cial affairs. The appropriate process is well underway.Mr Scheffer will form part of the Board of Management the next few months to turn over his activities.The Supervisory Board owes Mr Scheffer a considerable debt of gratitude for his contribution to said transformationprocess.We thank the Board of Management and all the staff for their performance during the past year.
Gouda, 11 March 2002
on behalf of the Supervisory BoardA.G. Jacobs, ChairmanM.C. van Veen, Vice-chairman
13
R E P O R TO F T H E
S U P E R V I S O R YB O A R D
T E C H N O L O G Y A T H E A R T
Imtech’s strategic focus is clearly defined. Imtech wants toexpand into a prominent European technical servicesprovider through a combination of autonomous growthand acquisitions. Targeted growth is also forecast in therailway infrastructure market for which Imtech was award-ed all the required certification in 2001. For its customerRailinfrabeheer (Railway infrastructure authority) Imtech isworking on management and security systems, cables,pipelines, high tension, traction and energy facilities, light-ing, technical software and network computing. Imtechalso stands out through various technical innovations onthe railway network.
O R I E N TO R I E N T E DT A R GT A R G E T
I m t e c h a s c o r e - a c t i v i t y
2001 was a good year for Imtech as the core activity. The Company’sup-turned line of recent years continued to rise steadily despite fluctu-ating market conditions. Autonomous turnover and profitability bothdeveloped well and virtually every activity made progress. Turnoverrose by 33% to 1,778 million euro compared with 1,340 million euroin 2000. Production rose from 1,380 millioneuro in 2000 to 1,730 million euro, an increaseof 25%. EBIT also developed well and rose by16% from 67.3 million euro in 2000 to 77.8million euro. At year end the order portfolioreached a level of 2,000 million euro (year end2000: 1,678 million euro).
T h e B e n e l u x
Imtech achieved a better result in the Benelux.Turnover amounted to 565 million euro compared with 563 millioneuro in 2000. Production rose by 20% to 665 million euro (2000: 553million euro). EBIT amounted to 30.2 million euro compared with 27.8million euro on a comparable basis in 2000, an increase of 8.6%. Theimprovement was achieved across a broad front with especially goodperformances in the fields of maintenance and infrastructure. In theBenelux Imtech made good progress in the railway network, airports,the market for locks and the health care sector. Market share in theNetherlands increased to 13% in the building sector, 5% in the indus-try market and 10% in the infrastructure market. In Belgium marketshares are 3% (buildings) and 2% (industry).
I m t e c h a s c o r e - a c t i v i t y
� Imtech’s growth as core activity as forecasted: turnover
+33% (autonomous +16%), production +25% (autono-
mous 10%) and EBIT +16% (autonomous +8%).
� Imtech strengthened substantially through
European acquisitions.
� Well-filled order portfolio at year end
(2,000 million euro): +19%.
� ROM and Rheinelektra Technik integrate to form Imtech
Deutschland, German market leader in building and
industry markets.
� In 2002: further increase of EBIT and turnover for core
activity Imtech.
I m t e c h a s a w h o l e
� Transformation process completed: Internatio-Müller to
continue as Imtech. The core activity is total technical
service provision in Europe.
� As mentioned at the start of the transformation proces,
earnings per share fall due to sale of non-core activities
(2001: 2.69 euro).
� Financial means for further expansion.
� Prospects for 2002: as a consequence of the discontinua-
tion of the pension fund refund and of the divestment of
the chemical distribution activities Imtech as a total
expects a lower net profit.
R E P O R T O F T H E B O A R D O F
M A N A G E M E N T
O R I E N T E DE TT A R G E T
G e r m a n y
Imtech Deutschland results from the integration of ROM (Rud. Otto Meyer) and RheinelektraTechnik, which was acquired as of 1 July 2001. Turnover amounted to 933 million euro com-pared with 556 million euro in 2000, an increase of 68% of which 29% was generated byautonomous growth. Production rose by 38% to 822 million euro (2000: 597 million euro).EBIT amounted to 23.4 million euro compared with 19 million euro in 2000. Imtech performed well in Germany especially in the automotive industry, at airports, in the multi-functional building market and in the health care sector. Imtech’s share of the market for integrated technical services (electrical and mechanical engineering) was 17%, of thebuilding market around 6% and of the industry market over 4%.
I C T & Te c h n o l o g y
Imtech’s activities in the field of ICT & Technology (ICT, Technology and Marine & Offshore)made a satisfactory contribution towards the result. The ICT activities were hampered by aseverely worsening investment climate which held down the growth of turnover and EBIT.Thanks to a sharp rise in industrial and maritime activities, turnover amounted to 280 mil-lion euro compared with 221 million euro in 2000, a rise of 27%. Production rose by 6% to243 million euro (2000: 230 million euro). EBIT amounted to 24.2 million euro comparedwith 20.5 million euro in 2000, an increase of 18%. Considering the unfavourable marketsituation, Imtech ICT performed well by maintaining its EBIT at near enough the same levelas in 2000. The remaining Imtech clusters acquired substantial orders in maritime technol-ogy in England and in the international oil and gas industry. Imtech Marine & Offshore is inthe top-3 in the European maritime market. In the ICT market, Imtech ICT with over 800 staffhas expanded into a medium-sized player. In the various industry niche markets, such as pro-cess technology, parking and access technology, and metering & analysing applications,Imtech has built-up strong positions in several countries.
A c q u i s i t i o n s
In 2001 the aim of strengthening Imtech’s activities was given substance by the acquisition of eight companies witha total purchase price for the equity of 154 million euro:� Rheinelektra Technik GmbH (turnover 330 million euro, 2,000 staff). Rheinelektra is a leading German electronic
and electrical engineering services provider. Rheinelektra and ROM together now form Imtech Deutschland.� Mountside Software Engineering B.V. (turnover 3.5 million euro, 45 staff), a Dutch specialist in technical indust-
rial IT services provision.� Novocalor S.A. (turnover 12 million euro, 86 staff), a Spanish System Integrator occupying a strong position in
the field of mechanical engineering.� Ravebo B.V. (turnover 11 million euro, 130 staff). Ravebo specialises in a complete package of industrial products
for the processing industry as well as the execution of technical maintenance services.� Bostec B.V. (turnover 2.5 million euro, 18 staff), a Dutch IT consultant specialised in IT project management.� IMDEA S.A. a 70% interest (turnover 2 million euro, 10 staff). IMDEA specialises in D-solutions: Document and
Content Management via Internet.� EIA S.A. Electricité Industriëlle Appliquée (turnover 12 million euro, 86 staff). EIA specialises in electrical
engineering in the industry and building market sectors in the Brussels region.� Datelnet N.V. (turnover 100 million euro, 1,750 staff). A leading Dutch ICT services provider that focuses on the
design, installation and maintenance of telecoms networks. As the acquisition of Datelnet was finalised in midDecember 2001, the results will not be included in the consolidated result statement until 2002. Due to disap-pointing market conditions Datelnet closed 2001 with a negative result.
Thanks to the acquisitions, turnover amounting to 473 million euro on an annual basis was added to Imtech’sturnover level in 2001 of which 226 million euro was consolidated during the year under review.
16
Imtech is responsible for the air and climate technology andrelated electrical engineering,measuring and control tech-nology and ICT solutions in theSparkasse’s new head office inWuppertal.
I m t e c h N . V. 2 0 0 1 a n d I n t e r n a t i o - M ü l l e r N . V. 2 0 0 0
– a c o m p a r i s o n
The radical changes in the composition of activities makes an effective comparison betweenthe financial positions and results for 2001 and 2000 virtually impossible. The first majorsteps in the transformation of the Internatio-Müller conglomerate into the core activityImtech had already been taken in 2000 when a number of non-core activities were sold.The sale of the chemical distribution activities in May 2001 was the final phase of thestrategic transformation (see page 3, ‘Transformation’).
As previously mentioned in the annual accounts for 2000, the result of these divestments isa turnover level of Imtech N.V. that is, temporarily, lower than that of Internatio-Müller N.V.During the past two years the Company has divested non-core activities with a combinedannual turnover of 1,423 billion euro and acquired core activities with a combined annualturnover of 473 million euro.
Tu r n o v e r a n d r e s u l t
The net turnover of Imtech as a whole, including five months of chemical distributionturnover, amounted to 2,008 million euro (2000: 2,603 million euro). The effect of the divest-ments amounted to 1,033 million euro (2001: 160 million euro) and the currency exchangerate effect was virtually nil (2000: 11 million euro).Operating result fell to 96.4 million euro. As in 2000, the operating result incorporates arefund of 18.1 million euro received from the Stichting Pensioenfonds Internatio-Müller.The balance of financial income and charges was 5.6 million euro (2000: -/-6.3 million euro).Interest income rose considerably due to the proceeds from current cash assets made avail-able by the sale of the former distribution activities.Despite a higher operating result from the core activity Imtech and higher interest income,the Group’s operating result before tax fell to 102.0 million euro (2000: 118.9 million euro)due to the loss of results arising from the divestments. Tax on the operating result amounted to 30.8 million euro.Average tax burden rose to 30.2% (2000: 29.8%). Net result excluding extraordinary result fell from 83.5 million euroto 71.2 million euro.
The sale of the chemical distribution activities for a price of 195 million euro generated a book profit of over 110 mil-lion euro of which 75 million euro has been accounted for as extraordinary income and 35 million euro has beenadded to shareholders’ funds as a correction to previously booked goodwill. The balance of extraordinary income andcharges was 59.5 million euro (2000: 137.3 million euro). The major items were 76.3 million euro book profit arisingfrom the sale of non-core activities and the related 23,3 million euro reorganisation costs. The balance of the taxcharged on extraordinary income amounted to 6.5 million euro.
The net result amounted to 130.3 million euro after extraordinary income and charges and after deduction of thirdparty shares of 0.4 million euro. The net return on shareholders’ funds was 33% (2000: 114.5%).
Earnings per share fell from 3.14 euro to 2.69 euro.
D i v i d e n d p r o p o s a l
In view of the temporary effect of the transformation on earnings per share, the Board of Management feels thatmaintaining the dividend at the same level as the previous year (which means a positive deviation from its dividendpolicy) is justified. A cash dividend of 1.25 euro per share will be proposed to the Annual Meeting of Shareholders.This proposal amounts to a profit distribution of 46% of the net result excluding extraordinary income.
17
In Germany Imtech is a power-ful technology partner in thebuilding market. In the centreof Frankfurt – the financialheart of Germany – Imtechwas responsible for the totaltechnical solution in theCommerzbank’s largestEuropean trading room andthe total air and climate technology in the Trianon and Taunusstar office towers.
C a p i t a l a n d f i n a n c i n g
As a result of the transformation the balance ratios changed. Shareholders’ funds were reinforced through the reten-tion of profit and the addition of a portion of the book profit generated by the sale of chemical distribution. The good-will arising from the acquisition of companies was deducted from shareholders’ funds, the reason being that the bookprofit resulting from the divestments was used for replacement investments within the framework of the transfor-mation. Solvency was 27.8% (2000: 37.9%).Net surplus current assets amounted to 154 million euro (2000: 198 million euro). On 31 December 2001, Imtech hadover 195 million euro in current assets at its disposal and ample bank facilities. No guarantees or ratio clauses wereextended to financiers. The subordinated loan of 91 million euro was redeemed early.
The fixed assets : balance sheet total ratio was 12.5% and the long-term capital : balance sheet total ratio was 46.4%.
G o o d w i l l
To enhance the clarity of our annual accounts several key figures have been listed in the table above. These arise ifthe goodwill paid is activated and written-off over a period of twenty years as a charge against the profit and lossaccount. All acquisitions since 1987 have been taken into account.
I n v e s t m e n t s a n d d e p r e c i a t i o n
Investments in tangible fixed assets amounted to 20.4 million euro (2000: 26.0 million euro) and depreciation to 19.0 million euro (2000: 22.7 million euro). Divestments of tangible fixed assets involved a sum of 2.9 million euro(2000: 4.0 million euro). Investments in 2002 are expected to be at the same level.
C a s h f l o w
Compared with 2000, cash flow from business activities fell by 60 million euro to 160 million euro. Cash flow frominvestment activities amounted to 94.1 million euro negative compared with 29.6 million euro in 2000. The shortterm debts owed to credit institutions were redeemed out of the surplus current assets as was a subordinated loanof 91 million euro.
M a r k e t d e v e l o p m e n t s
The economic growth deceleration in Europe affected the development of the technology markets in the Netherlands,Belgium, Germany, the UK and Spain.
The Dutch economy grew by around 1% in 2001, considerably less than was predicted at the beginning of the year.In the Netherlands the ICT and Telecoms markets came under a great deal of pressure in 2001. The infrastructure andmaritime markets were, however, good and the building market stabilised in the second half of the year. The climate
Activating goodwill paid with a write-off period of twenty years
Net result 1 (E x million)Shareholders’ funds (E x million)Net return on shareholders’ funds at beginning of financial year in % 1
Net return on average shareholders’ funds in % 1
Shareholders’ funds: total liabilities in %Invested capital (E x million)Return on average invested capital in %Earnings per share 1
1 Excluding extraordinary income and charges.
2000
83.2394.4
43.228.337.6
643.422.73.14
2001
70.8250.5
18.022.027.6
493.917.02.69
Current method
2000
69.2606.8
16.613.548.1
855.814.52.61
2001
59.2572.5
12.411.346.5
815.910.22.25
Activate goodwill
18
in the industry market worsened further before reviving again at the end of the year.The Belgian economy improved slightly with growth of 1%. In the building market volumedecreased by 2.5%, mainly as a result of the changes in the economic climate. Industrialactivities also shrank slightly.
In Germany the economy had two faces. Along the industrial backbone Düsseldorf –Frankfurt – Stuttgart – Munich the economy developed well. The number of larger and inte-grated projects rose steadily. In northern and eastern Germany economic development stilllagged behind. On balance the economic development was negative.
Economically speaking, Spain’s rapid development continued in 2001.
R i s k m a n a g e m e n t a n d i n t e r n a l m a n a g e m e n t s y s t e m s
Doing business involves taking risks. These risks vary for the different activities with whichImtech is involved. The cyclic character of each of these markets is different, which makesImtech less cyclic-sensitive than companies that concentrate on just one or a few of thesemarkets.
Each year Imtech executes many thousands of projects varying from relatively small to verylarge. Considerable technological development and increasing complexity in the sectors inwhich Imtech operates have increased the risk profile. Good contract management is, there-fore, vital and receives a great deal of attention.
Imtech is often a partner in complex technical projects each of which has its own dynamicsand technological and logistical risks. A package of regulations, procedures and workingmethods is in force at different levels and aimed at:� the limitation of risks and utilisation of opportunities in project phases such as pre-cal-
culation and execution;� the timely discovery of substantial differences between the tender calculation and the actual execution and the
necessary re-alignment of the project;� the limitation of accountability.
Imtech’s policy is aimed at limiting these risks as far as is possible, one way being by safeguarding the effectivenessand efficiency of the Company’s business processes.
Imtech operates a system of regular internal reporting and a budgetary cycle that follows standard procedures anddetailed guidelines. The financial reports are evaluated centrally and compared with the approved budgets. Forecastsare checked regularly and, where necessary, amended. There are standard procedures for investments and divest-ments and also for the assessment and approval of acquisitions.
Once a year priorities, based on risk assessment, for investigation into the establishment and functioning of internalcontrols are determined by the Board of Management. The findings of these investigations are discussed regularly.Twice a year the Board of Management reports its findings to the Supervisory Board.
Te c h n o l o g i c a l i n n o v a t i o n
The higher Imtech climbs up the technology ladder, the more innovative it becomes. In the market Imtech now hasthe image of an innovative System Integrator with every market segment having its own developments. In thebuilding market in the Benelux, Imtech’s new technological applications for climate control in underground spacesand its involvement in technologically advanced high-rise building research make it stand out in the crowd. In thehealth care sector Imtech is working on digitalising hospitals and care facilities and also supporting research into the‘Hospital of the Future’. The Imtech Security Management System developed in-house has made the Company aleading player in building security. Imtech is also ahead in the field of Flexible Industrial Building – technology thatis flexible, can be disassembled and that is constructed in a construction hall.
19
Imtech is responsible for the total electrical engineering,the board and platformautomation and part of the airand climate technology on theLCF – the air command anddefence frigate built for theDutch Royal Navy by theKoninklijke Schelde shipyard.
In the infrastructure market Imtech is making innovative advances in railway technology,such as its Imtrac® development – a patented traction AC/DC converter. Imtech is alsoinvolved with the design and execution of a special carriage for testing the performance ofthe HSL and Betuwe lines under full loading.
In Germany Imtech has its own innovation center (ZIT), which is capable of developingextremely high-quality (digital) air-flow simulations. This enabled Imtech to develop aninnovative application for eliminating deadly smoke gasses from fires in tunnels and build-ings. This technology has since been installed at Dusseldorf airport and in an advanced officebuilding in Frankfurt. ZIT frequently works in cooperation with the Dutch TNO (organisationfor Applied Scientific Research).
In the ICT technology market, what sets Imtech apart is its Vertical Integration – the inte-gration of manufacturing, administration and management information.In the telecoms market Imtech leads the way when it comes to applying new technologies.For example, Imtech is one of the first market players actually installing UMTS sites. And inthe Internet Service Providers market Imtech’s strong position has allowed the instigation ofproduct development initiatives, such as working with Reliant on standard Switch Housesthat are not only far cheaper but can also be installed and put into operation very quickly.
In the maritime world Imtech is a technological pioneer. The integrated bridge developed byImtech is now attracting world-wide interest. In this market too Imtech stands out withinnovative products such as digital radar technology, advanced power management sys-tems, digital alarm and monitoring systems, and tracking and tracing technology in thedredging sector (dredging in water with precision through optimum positioning).
Q u a l i t y , e n v i r o n m e n t a l c a r e a n d h e a l t h a n d s a f e t y
In general, quality, environmental care and health and safety systems are integrated into one combined care systemthat forms the basis for project execution. All the Imtech companies comply with the most stringent quality andhealth and safety standards and have been awarded VCA* or VCA** health and safety certification. Several of theImtech companies have also been awarded additional certification for specific technologies. Quality and health andsafety audits were carried out in a large number of companies.
O r g a n i s a t i o n a n d p e r s o n n e l
On 31 December 2001 the number of staff employed by the Group had increased by 3,696 to 14,375 (including 1,750 staff of the acquired Datelnet) due to acquisitions and despite the divestment of non-core activities. Out of thetotal staff, 5,816 (40%) work outside the Netherlands. Absence due to sickness rose slightly to 5.6% (2000: 5.5%).The average duration of employment was 12 years (2000: 11 years). Staff in-flow was 16.5% (2000: 16.2%) and staffout-flow was 14.4% (2000: 17.5%). 5.1% of the staff left at their own request (2000: 5.8%). Training costs amountedto 2.0% of the total personnel costs.
In 2001 the number of vacancies fell. Major factors for this reduction were economic developments in 2001 and theintensive image campaign around the introduction of Imtech N.V. which positioned it as an attractive and successfulbrand name in the market. The results of the campaign, which was also aimed at the labour market, were positive.Not only has Imtech’s image been enhanced but a great many vacancies were filled quicker. The information on theInternet sites has again been expanded and a vacancy bank has been included. Despite these measures there is stilla structural shortage of well-trained technical staff.
20
Imtech is involved in the Dutch ‘demonstration’ FlexibleIndustrial Building project –the headquarters of theMammoet salvage company.The building, which has nofoundations, is over 40 metreshigh and weighs 2,500 tons,was built in an assembly halland then floated over thewater on barges to its site.Imtech was responsible for allthe electronics, the power dis-tribution, the air and climatetechnology and a hyper-mod-ern communications network.
One major instrument that should rectify this threatening shortfall in technically trainedstaff is the Imtech Academy. The Academy will not only train staff across the entire technol-ogy spectrum it will also be the platform for the Management Development activities.In 2001 the existing Management Development Programme was followed-up with an exten-sive training programme in which a broad management level participated. Knowledge man-agement and project management will be worked out in more detail at the highest level inthe Company.
The transformation of Internatio-Müller into Imtech led to the Internatio-Müller Holdinghead office and Imtech’s divisional headquarters being combined. Headquarter staffing hasbeen reduced from 46 to 25. The interim headquarters is in Gouda.
For the staff 2001 was an eventful year. The sale of the chemical distribution activities andtransformation of Internatio-Müller into Imtech demanded a great deal of preparation. Inconsultation with the management and staff representative bodies, the staff was kept up-to-date with developments. These activities were completed to the satisfaction of everyoneinvolved.
The Central Works Council also had its hands full in 2001. A number of consultation requestswere handled successfully and with good cooperation.The Board of Management would liketo thank the Works Councils for their constructive cooperation in a year in which much wasdemanded of the consultation bodies.
P r o s p e c t s 2 0 0 2
The operating result for 2001 contains two items that will not be included in the figures for2002 – the 18.1 million euro pension fund refund and 9.7 million euro operating result fromthe divested chemical distribution activities.
The Board of Management’s current forecast is that in 2002 the turnover and operating result of Imtech N.V.,corrected for the items mentioned above, will increase still further partly thanks to a well-filled order portfolio. But,as this increase will not be sufficient to compensate for the loss of the aforementioned items, net profit (excludingextraordinary income and charges) will be lower in 2002.
21
Many Imtech total technical solutions can be found on andaround Schiphol Airport.Imtech was involved with thetechnology for the baggagehandling system, passengersafety, a fire safety manage-ment plan, the climate in thearrival and departure halls,runway lighting and the instal-lation of purification installa-tions. Imtech is also responsi-ble for electrical engineeringmaintenance in all KLM buildings.
T E C H N O L O G Y A T H E A R T
In 2001 Imtech proved just how flexibly the organisationcan react to fast-changing market situations. Imtech’sscores of versatile business units are at the centre of themarket and close to the customer. This means they not onlyknow enough about the customer’s processes to enablethem to adapt technical services, they are also versatileenough to take advantage of new market opportunitiesand challenges. On assignment from the Dutch Departmentof Public Works, Imtech was closely involved with the devel-opment and technical implementation of several trafficcontrol centres, including the Oudenrijn Traffic ControlCentre in Utrecht where the completely automated coordi-nation of all traffic streams on a large number of highwaystakes place.
V E R S ATV E R S AT I L E
Imtech’s scores of flexible companies in the Benelux offer total technical services in the building, industry, infrastructureand telecom markets. In this part a description is given of the progress of Imtech in these markets.
B u i l d i n g s
As a System Integrator in the buildings market Imtech offers a complete package of technical services and takes totalresponsibility for every project phase: from advice and design to installation, maintenance and management. From a sin-gle contact point customers are offered aunique proposition: technology that offers easyoperation, quality, security and reliability.Integrated technical solutions tuned to theneeds of the customer and society. In theBenelux Imtech is one of the top-3 players inthe market. The Imtech companies are wellpositioned, have innumerable references inevery technical field and have been awarded allthe relevant quality and safety certification.Imtech is the market leader in a number of market segments, such asnetwork communication and sprinkler technology.
The market
In the Dutch buildings market investment in new buildings is underpressure. Although in some places there is still a shortfall, in generalthe supply of new buildings exceeds the demand. In Belgium the buildings market is in a slight decline except in the Brussels regionwhere the prospect of the future expansion of the EuropeanCommunity has encouraged a lot of initiatives. This is the region inwhich Imtech occupies a good market position.
Despite the variable growth patterns of the differ-
ent markets sectors, overall Imtech achieved an
improved result with these activities in 2001 in the
Benelux. Turnover amounted to 565 million euro compared
with 563 million euro in 2000. Production rose by 20%
to 665 million euro (2000: 553 million euro). EBIT amounted
to 30.2 million euro – 8.6% higher than the 27.8 million euro
in 2000. Progress was made across a broad front, with activ-
ities in the field of maintenance and infrastructure perform-
ing especially well. Imtech’s unique strength is the flexible
internal cooperation between companies, which ensures
Imtech is not only able to supply fast, customer-oriented,
tailor-made solutions but is also versatile enough to antici-
pate and act on unexpected market developments.
I M T E C H I N T H E
B E N E L U X
I L EV E R S AT I L E
Trends in the building market
The building market is developing at a fast rate. Many buildings are being equipped with Smart technology and anumber of trends can be observed. Interest in building management systems (LON, control technology) is increasing.There is also a great deal of interest in integrated security (fire protection, break-in protection, CCTV systems, accesstechnology, camera surveillance) and in technical facilities that will allow flexible use of the work space and tele-working.The slow-down in the buildings market has also created an interest in Technology Lease – the leasing of all building-bound systems and installations. Other new market trends are: Flexible Industrial Building (technology thatis flexible and can be dismantled that is realised in a construction hall) and energy management (the efficient useand management of the energy sources in a building). The demand for sustainable technology is also increasing.Imtech has anticipated and can profit from all these trends.
Projects
In the Netherlands Imtech provided integrated technical solutions for, among others,Schiphol Airport, Philips (the prestigious Philips High Tech Campus), ING, Almere city coun-cil, Maastricht University, Q-park, Nederlands Congresgebouw (Congress building), and allthe technology in a new college in Hoorn. In Belgium Imtech’s customers includedWereldhave, Wolters Kluwer, Coca Cola, Golden Tulip, Zaventem (Brussels) Airport and KBC Bank.Large new-construction projects are becoming scarcer with the exception of projects for theDutch Government (the building of several ministries in The Hague) and projects in thehealth care sector. Imtech has been active in the health care sector for many years, in recentyears more and more on the digital front. Imtech is responsible for the total technology,including its maintenance and management, in a great many care centres and hospitals.In the Diaconessen Hospital in Meppel, for example, Imtech renovated five operatingtheatres which now comply fully with the latest NEN 3134 standard. Other hospitals andcare centres where Imtech is active on a structural basis include the AMC in Amsterdam(University Medical Centre), the LUMC in Leiden (Leiden University Medical Centre), theElkerliek Ziekenhuis in Helmond, the Dijkzigt Ziekenhuis in Rotterdam and the RijnlandZiekenhuis in Leiderdorp.In the health care sector the trend towards further size increases is being reconsidered. It ismore likely that there will be an increase in high-tech care components, for example, totalconcepts that enable multifunctional use, ‘remote care’ and the development of the ‘digitalhospital’. Cooperation between its IT and installation companies will enable Imtech to profit from this trend.
Imtech in the Benelux(E x million)
Net turnover EBITEBIT as a % of turnoverProductionOrder portfolioCapital employed excluding current assetsNumber of personnel (end of year)
2000
56327.8
4.9553654
705,030
2001
56530.2
5.3665785
565,376
Imtech is responsible for all the electrical engineering inthe new Luxor theatre inRotterdam including the (auditorium) lighting, securityand the technology behind the 89 computer-controlledscenery elements on the stagein the large auditorium.
1999
53627.4
5.1552594
745,156
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Imtech is also taking advantage of the liberalisation of both the Dutch and Belgian energymarkets. Imtech’s energy management capabilities include developing exploitation con-cepts, installing and maintaining networks and contract management (control, purchasing,telemetry). Imtech is currently preparing assignments for a number of energy providers inboth the Netherlands and Belgium.
Acquisitions
With a view to further autonomous growth, Imtech’s strong presence in the Brussels regionwill be extended to include Flanders and the Walloon provinces. To strengthen its positionin the Brussels region, in 2001 Imtech acquired EIA – a company specialised in electricalengineering in the commercial buildings and industry sectors in the Brussels region and withan annual turnover of 12 million euro. By integrating EIA into the Belgian Imtech companiesImtech can offer total technical solutions in the Brussels region and is thus anticipating theopportunities that will be generated by the region’s good perspectives.
I n d u s t r y
Industry is continuously looking for the assortment and quality of products demanded by itscustomers and, at the same time, for cheaper, faster and better ways to produce them.Knowing this, and understanding processes, Imtech offers solutions based on the latest tech-nology. To enable Imtech to offer the best possible service to its customers and serve themarket more efficiently, the industrial activities of Imtech Projects and the Imtech Marine &Offshore’s Industry business unit have been clustered within Imtech Projects.As far as technical services are concerned, the market is concentrating primarily on mainte-nance and management with partial extensions and up-grading forming an integral elementof the technical maintenance planning. This is the way Imtech serves customers includingDupont, Shell, General Electric Plastics, DSM, NAM and ECT. A number of Imtech Projectsand Imtech Technology companies are involved with a large-scale new building project inthe petrochemical industry. More and more industry is seeking extremely flexible technology partners capable of sup-plying ‘design and build’ total solutions and implementing performance contracts.Another trend is the linking of primary production process data with administrative and management system data.This adds to the complexity. More and more often Imtech is also becoming involved when production systems arelinked. Imtech is, for example, one of the few Siemens Certified Solution Providers, which means insight into the pri-mary business processes can be gained faster and better. Good cooperation between Imtech’s installation companiesand the IT companies in Imtech ICT enables Imtech to offer total solutions for Technical Automation via one contactpoint. Customers for technical automation include companies such as Chemilin, Kruidvat and FrieslandFricoDomo.Imtech Belgium also specialises in distribution technology via the Van Looy Group. This company operates through-out the Benelux as an engineering contractor with integral responsibility for developing, engineering and executingcomplex technical distribution solutions, including constructing the buildings. Examples include feasibility studies forMölnlycke Health Care, Interbrew, UCB and Janssen Pharmacia. The feasibility study for Janssen Pharmaceutica ledto a large engineering contract for a new Discovery & Research Centre for this pharmaceutical company.
Acquisition
To complete its technical services package in the industry market, in 2001 Imtech acquired Ravebo (including theManotherm Services business unit), which has an annual turnover of around 11 million euro. Ravebo supplies a complete package of industrial products for all the technical applications that recur regularly in the process industryand while carrying out technical (maintenance) services in the industry market: piping, stops, calibration and inspec-tion, as well as the renovation, maintenance and review of, for example, control valves, circuit breakers, hermeticseals and process instrumentation. This package of services forms an important strategic extension to Imtech’s service to industry.
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Imtech is the Technology Partner for the software, oper-ating and control technology,surveillance and camera system, various electrical engineering solutions and thewater management technolo-gy for the technical renovationof the Noordersluis (NorthernLock) and the KleineZuidersluis (Small SouthernLock) in IJmuiden.
I n f r a s t r u c t u r e
The combination of being the right size and offering nation-wide coverage sets Imtech apartin the Dutch infrastructure market. Technology is playing an increasingly prominent role inthe infrastructure market, a trend that Imtech knows how to use to its advantage. In 2001the Dutch infrastructure activities achieved a substantially higher turnover and made a verypositive contribution towards the total result. In Belgium Imtech has yet to position itself inthe infrastructure market. Since adding the infrastructure activities of Imtech Projects,Imtech Infra in the Netherlands has covered the entire services column and is, therefore,capable of executing integrated projects for its customers: From design and engineering toturn-key delivery and maintenance. Projects with which Imtech has been involved in theNetherlands include the technical alterations on the A16 and A4 highways made necessaryby the laying of the High Speed Line (HSL), and various maintenance contracts throughoutthe Netherlands.Imtech also occupies strong positions in the traffic management and technology market.Imtech projects in this field have included responsibility for the traffic management tech-nology in the Ouderijn Traffic Control Centre, which also houses the international TrafficInformation Centre (TIC). In a European context, cooperation between the ITC and TrafficInformation Centres in other countries is growing. Imtech also occupies a strong position inthe market for tunnels, bridges and locks.Imtech has taken responsibility for the technical renovation of various locks (including theOranje locks in Amsterdam, the Princess Irene lock in Wijk bij Duurstede and the KleineZuider lock in IJmuiden) and is also involved in the Calland tunnel (a 25 million euro order).Imtech also has a strong presence in and around airports. Projects have included the light-ing for Schiphol Airport’s fifth runway.The public sector offers many opportunities, such as the water purification industry andImtech can cooperate with other large companies via PPS (Public Private Cooperation) con-structions. Various initiatives are currently being worked on.
Breakthrough into the railway infrastructure market
In 2001 Imtech made a major breakthrough in its endeavours to become a leading supplier for the Dutch railway net-work – certification to carry out railway infrastructure activities for Railinfrabeheer (Railway Infrastructure Authority).This certification allows Imtech to carry out work on the railway network as a sole or main contractor. Orders result-ing from this certification have included the technical renovation of the substations in Leeuwarden and The Hague,the re-commissioning of the Enschede-Gronau line and technical amendments on several railway lines. Imtech alsostands out because of its innovations in the railway field, such as the design of a static load unit for testing purposeson behalf of the HSL and Betuwe lines. The unit can simulate the load of five trains simultaneously. A tractionconverter has also been developed and patented.
Te l e c o m s
As a flexible technical service provider Imtech is capable of changing between market segments, such as telecoms.The market for fixed and mobile telephony is under pressure (see also page 39 of this document). Purchasing theUMTS licences is putting telecoms providers under such pressure that they are introducing stringent cost-savingmeasures. To reinforce the competitive position there is some investment in the improvement and extension of exist-ing mobile telephony networks, but this is at a far lower level than in the past. This is, in fact, the market segment inwhich Imtech really does occupy a strong position. In 2001 a number of orders for the installation and maintenanceof mobile telephony networks were received including various orders from KPN Mobile and Ben.Imtech has an excellent reputation in the market for the design and installation of Switch Houses, TelexchangeCentres and IT rooms for the transmission of voice, image and data via the Internet. Although Internet ServiceProviders have tightened their cost awareness the competitive battle is in full swing in this market. The only factorsthat count are size and global coverage, which is why the market leaders are continuing to invest in this branch.Imtech knows how to profit from this situation and in 2001 received orders from amongst others Tycome, Teleglobeand PSI. Realising these orders involves close corporation between the Dutch and German Imtech companies.
26
The PIMS (Post International Mail centre Schiphol) is anautomated intersection formail distribution in the areaaround Amsterdam SchipholAirport. Each year around 220 million items of mail passthrough the PIMS. Imtech wasresponsible for the total technical logistics, automation,sorting technology, overheadconveyors and the equipmentin the automated work stations.
M a i n t e n a n c e a n d m a n a g e m e n t
Maintenance is a fast growing market, particularly in the industry and commercial buildingsegments. Professional technical maintenance and management, and Facility Managementare enjoying increasing interest from customers, mainly because of the cost savings that canbe made. In this market the trend towards out-sourcing, multi-year contracts and perfor-mance-obligation multi-disciplinary maintenance of buildings and installations is continuingunabated. Maintenance partners receive integral responsibility for the quality of the build-ing and the technical performance of its installations. Increasingly Imtech is also acting as apartner in the field of Maintenance Management, Facility Management and consultancy.Imtech is among the top-3 players in the Benelux maintenance market, in 2001 acquiringmajor maintenance orders from, among others, Praxis, KLM and Savelanden Nursing Homes.In addition, Imtech has already worked for many years for Heineken, as the maintenancepartner in the ABN AMRO Bank’s head office, and in the buildings and Switching Stations ofvirtually all telecoms provider. Imtech’s maintenance position has also developed well in theinfrastructure market.
P r o s p e c t s
Imtech’s prospects in the buildings market vary from moderate (especially in the office mar-ket) to good (other sectors). The order portfolio is well filled. In the coming years, healthyautonomous growth is predicted for the existing activities, possible supplemented by com-plementary acquisitions. Imtech sees good opportunities in the energy market, which is cur-rently being liberalised. Other opportunities include technology in multi-functional sportsand recreation centres and the installation of ICT networks in schools and universities.A great deal is expected from integrated security and safety – a market in which Imtech hasan excellent market position.
In the industry market Imtech occupies a good base position in the fields of electrical engin-eering, instrumentation, process automation and production automation and anticipates profiting from the demandfor integrated technical services and technical automation.
The market for large infrastructure projects is a growth market. Neither the Dutch road network nor railway networkhave kept abreast of requirements and, in the coming years, there will be heavy investment to relieve bottlenecks.Technology will be at the heart of the solutions: the prospects for Imtech’s activities in this field are, therefore, good.
The volume of the telecoms market, currently at a far lower level than in the past, is expected to start increasingagain in the second half of 2002 – a situation from which Imtech will be able to profit. The acquisition of Datelnet(see also section ICT & Technology) has increased Imtech’s strength. Imtech is now capable of offering total technicalservices in the markets for both fixed and mobile networks and the market for Internet Service Providers. This willhave a positive effect.
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In 2001 Imtech demonstrated it was a strong technologypartner when it installed thetechnical infrastructure forEuropean Internet ServiceProviders such as Tycom, Level3, Teleglobe and KPN-Qwest.Imtech was responsible for thetotal technology. Imtech isnow working with Reliant onthe development of a standardSwitch House which willimprove the service offeredInternet Service Providers byreducing costs and construc-tion time.
T E C H N O L O G Y A T H E A R T
In Germany, ROM (Rud. Otto Meyer) and RheinelektraTechnik, which was acquired in July 2001, have been integrated to form a new company called ImtechDeutschland GmbH & Co. KG. The integration process wasfast and efficient. The companies complement each otherwell and have the same culture. With this integrationImtech has become the market leader in multi-disciplinarytechnical service provision in Germany in the buildings andindustry markets. Also fast was the order from Audi for thetechnical infrastructure in two new car production factoriesin Inglostadt.
FA SFA S T
Imtech Deutschland is a large technical services provider in the German building and industry markets and is also activein the marine and telecoms market. Imtech offers the full spectrum of total technical solutions in air, mechanical and elec-trical engineering, measuring and control technology, instrumentation, ICT, network technology and technical solutions forintegrated security. With this services package Imtech is the only large nation-wide supplier of integrated technical sol-utions with a market share of 17% capable of implementing complete technical projects, including full technical main-tenance and management, with its own expertise and staff. Customers are offered the services via a single contact point.
Imtech knows what customers want. Which iswhy Imtech offers integrated project manage-ment (design, installation and maintenance)with the technical and economic lifetimebrought into line with the investment and oper-ating costs required by the customer. Imtechhas the ability to harmonise the technical per-formances of the selected solutions.
I n t e g r a t i o n
The integration of ROM and Rheinelektra Technik set the tone for thesecond half of 2001. During this integration process Imtech wasadvised by Mercer International, a consultant with a good internation-al reputation. The integration, which was carried out in consultationwith Works Councils and trade unions, led to a total of around 350 jobsbeing lost.
Imtech Deutschland GmbH & Co. KG was formed as
of 1 January 2002 by the integration of two large,
strong Imtech companies – ROM (Rud. Otto Meyer
GmbH & Co. KG) and Rheinelektra Technik GmbH, which was
acquired in July 2001. The two companies, which had already
worked closely together on innumerable projects, have now
been integrated into one multi-disciplinary player with a
staff of approximately 5.000, a network of around sixty
offices throughout Germany and agents in eastern Europe.
Imtech is one of the largest technology partners in Germany.
Turnover in 2001 amounted to 933 million euro compared
with 556 million in 2000, an increase of 68%. Autonomous
turnover growth amounted to 29%. Production rose by 38%
to 822 million euro (2000: 597 million euro). EBIT amounted
to 23.4 million euro compared with 19.0 million euro in 2000,
an increase of 23%. Imtech performed well in Germany,
especially in the automotive industry. Rheinelektra Technik,
which has been included in the consolidation for six months
of 2001, contributed directly to the result in its first year
within Imtech.
I M T E C H I NG E R M A N Y
( I N C L U D I N GS P A I N )
TFA S T
O r g a n i s a t i o n a n d c u s t o m e r s
In German Imtech has six regions with offices in Hamburg, Berlin, Dusseldorf, Frankfurt, Stuttgart and Munich plus alarge number of support centres. Imtech holds a good market position particularly along Germany’s Düsseldorf –Frankfurt – Stuttgart – Munich economic backbone. There are also national competence centres for environmentalsimulations, engine test engineering, clean room technology and energy contracting as well as specialised businessunits for maritime technology and ICT. This organisation structure represents the Imtech strategy: nation-wide cov-erage of activities, central policy and strategy and decentralised responsibility for turnover and result, all within aframework of flexible internal co-operation for specific technical competencies and market segments.
In Germany Imtech works for many renowned customers in the large business market, such as the entire automotiveindustry (including Volkswagen, Audi, DaimlerChrysler and Opel), all branches of the German government, the entire
care sector, major banks such as the Commerzbank, construction companies such as PhilippHolzmann, HochTief and Bilfinger + Berger, and industrial conglomerates such as Zeiss, Hilti,Genescan Europa, Earth Tech. Inc. and Signal Induna. Imtech is also active in the pharma-ceutical industry (including Pfizer and Bayer).
P o s i t i o n i n g
Imtech has integrated the expertise and skills of two successful companies with comple-mentary technical competencies, which means customers will reap the benefits of synergyadvantages.
Imtech has more than sixty offices which, together with nearly 5,000 staff, have a nation-wide, close-knit network of local and regional contacts at their disposal. This combinationof scale and geographical proximity enables Imtech to offer its services effectively.
Imtech investigates, designs, plans, advises and finances. Imtech implements, maintains andmanages. In accordance with the customer’s wishes Imtech carries out the total planning,based on the latest Life-Cycle Management, generally in a long-term relationship with thecustomer. As a main contractor, contract supplier and/or service partner Imtech optimisesinvestment and operating costs so that profitable solutions are achieved for the entire life-cycle of a project.
Te c h n o l o g i c a l i n n o v a t i o n
Imtech’s own innovation centre (ZIT, Zentralbereich Ingenieurtechnik), a leader in the fieldof simulations and smoke extraction systems, has an important position in the German mar-ket. In its own laboratory dozens of innovative technical solutions are simulated. More andmore often laboratory models are built for the creation of smoke-free escape routes in
Imtech in Germany 1
(E x million)
Net turnoverEBITEBIT as a % of net turnoverProductionOrder portfolioAverage capital employed excluding liquid assetsNumber of personnel (end of year)
1 Including the Imtech activities in Spain.
1999
51417.4
3.4578733107
2,842
2000
55619.0
3.4597745122
2,927
2001
93323.4
2.5822834191
4,944
Imtech is involved in the new office and production facilitiesof Siemens Medizintechnik inErlangen and responsible forthe air and climate technologywith extra attention for low-energy solutions, including themaintenance management.
30
tunnels, airports, railway stations, shopping centres and large cinema complexes. The inven-tiveness and innovation of Imtech in this field is world renowned.
T h e m a r k e t
In 2001 market volume dropped noticeably on a number of fronts. Projects were postponedand reconsidered. As the market shrank competition increased and margins came undersome pressure. This down-turn, which started in the spring of 2001, steepened after theevents of 11 September. Despite this situation, and partly thanks to the excellent reputationsof ROM and Rheinelektra Technik, large projects in the field of airports, stations and indus-try were forthcoming. Unfortunately the eastern half of Germany profited less than thewestern half. The northern area is also still relatively weak although the city of Hamburgwith its many ICT and media companies is clearly reviving. The trend towards companiesconcentrating more and more on their core activities is also very noticeable in Germany. Thismeans life-cycle management and one-stop-shopping are becoming increasingly important.Non-strategic activities, such as the engineering, implementation, maintenance and man-agement of technical infrastructure, are being out-sourced to a limited number of large sup-pliers with the right size and references. There is also a trend towards Energy Contractingwhereby the total package of energy supply, technical building management and other tech-nical services is out-sourced.
B u i l d i n g s
Imtech has strengthened its position in the buildings market. Taken as a whole these activi-ties have increased their turnover and result. In 2001 Imtech worked on a number of large-scale technical projects including the total technology for the Commerzbank in Frankfurt (anorder worth 90 million euro), the heating and climate technology plus the related electronicand building control systems in the Vienna Twin Towers in Vienna and various hotels. Newlyacquired projects included a multi-functional exhibition centre project in Munich worth 20 million euro, the Benrather Karree complex (shops and offices) in Dusseldorf and City Point in Kassel. Imtech isalso active in the field of modern football stadiums and was responsible for the ‘Arena auf Schalke’ in Gelsenkirchen.Partly due to the efforts of the innovation centre ZIT, Imtech has been awarded the 40 million euro contract for thetotal technical solutions in a new terminal to be built at Munich airport.
The German health care market is also very turbulent. Many health care centres no longer fulfil today’s requirements.This translates into a great many new construction and renovation initiatives. Imtech occupies a good position in thismarket and, in 2001, was awarded a 27.5 million euro contract for the new construction and renovation of theBarmbek hospital in Hamburg. Here Imtech is the Technology Partner and main contractor for the advanced air andclimate technology and related electronic solutions. Another health care order was a medical centre in Berlin.
I n d u s t r y
Imtech occupies a strong position in the German automotive industry. A 37 million euro order was received from Audi AG. As Total Contractor and System Integrator for Audi Imtech is responsible for the project management andcomplete technical infrastructure of the air and climate technology plus all related electrical engineering systems andICT solutions. Imtech is working on a similar package for two Audi A4 assembly halls.
In the Energy Contracting field Imtech has signed a long-term contract with Caterpillar for energy provision, techni-cal building control and other technical services as well as the total management-information provision for 63 officesand manufacturing halls. Imtech anticipates more such orders during the current year.
The semi-conductor industry is coping with a slump and is not expected to recover until 2003 at the earliest. Imtech,which occupies a strong position in this sector, is feeling the effects and will endeavour to compensate for the con-sequences by expanding its activities in other sectors, particularly the pharmaceutical industry.
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Imtech was responsible for the air and climate technology inMunich’s Neue Messe – anexhibition hall with a floorarea of over 100,000 squaremetres.
M a r i n e
Imtech is a powerful player in the maritime market. In Germany the company’s primary focusis high-value HVAC solutions. On ships Imtech is responsible for the heating, ventilation andair conditioning, including the related ICT solutions, electrical engineering systems andsprinkler technology. Imtech is a Technology Partner for three large European shipbuilders:Chantier de l’Atlantique (St. Nazaire, France), Blom + Voss (Hamburg, Germany) and theMeyer Werft (Papenburg, Germany). In early 2001 Imtech acquired substantial orders wortha total of 70 million euro from these three shipyards. After 11 September bookings for cruises dwindled. Existing orders were completed but no more new orders were forth-coming. This obviously affected both the turnover and the growth of the operating resultwhich, although still positive, was less than had been estimated. In early 2002 the marketbegan to show signs of recovery but, in the light of these fluctuations, Imtech has focussedmore on container ships and German Navy vessels. The order portfolio promises well for2002 and an intensifying of the European cooperation between the German and Dutch maritime companies is foreseen.
Te l e c o m s
In Germany Imtech is only modestly active in the telecoms market. Imtech was for exampleinvolved in the roll-out of Telia Telekommunik’s GSM network in Germany and was respon-sible for a Telexchange Centre in Hamburg for Tycom. The Imtech companies in the Beneluxand Germany co-operate closely to realise Switch Stations for various Internet ServiceProviders.
P r o s p e c t s
The success of the earlier clustering of Imtech’s technical activities in the Netherlands hasinstilled a great deal of confidence in the strategic direction chosen for Germany. IntegratingROM and Rheinelektra into Imtech Deutschland has offered opportunities to profit from
each company’s expertise and skills. The objective is to increase the 2.5% margin for 2001 to 4% in 2004. The start-ing point for achieving this is good: the order portfolio is well filled, the German economy is showing signs of recov-ery, especially in the important Bavaria, Rhine-Main and North Rhine Westphalia regions, and the industry market’sinvestment level is expected to continue rising. Investment in new real estate is also expected to receive a stimulus.In the marine market the decline in new cruise liner construction is thought to have reached its nadir in 2001. Muchis expected of the European clustering of strength in this market segment. The Pan-European Telecom Strategy (seeICT & Technology section) will also have a positive effect on the activities in Germany. Scale advantages could con-tribute towards stronger autonomous growth and supplementary and complementary acquisitions in regions whereImtech’s presence could be improved will be sought. The same applies to the acquisition of specific expertise in thefield of measuring and control engineering and information and communication technology.
32
In Germany, as in the Benelux,Imtech occupies an excellentposition in the health care sec-tor. Imtech was awarded the27.5 million euro contract forthe technical solutions in boththe new and renovated build-ings of the 676 bed BarmbekHospital in Hamburg. Imtechsupplied advanced air and climate technology and related electrical engineeringsolutions.
I M T E C H I N S PA I N
The Spanish economy displayed a sound development with heavyinvestment in all sectors: health care, education, the market foroffices and hotels. Both the renovation and maintenance marketsoffer ample opportunities with technology playing an important role.In 2001 Imtech acquired Novocalor – a strong mechanical engineer-ing player with an annual turnover of around 12 million euro andoperating throughout Spain in the commercial building and industrymarket sectors. Novocalor has now been integrated into ImtechIntesa. This merger, which has resulted in a scaling-up of activities, isthe platform for the further extension of the Spanish service provisiontowards electrical engineering and ICT.
33
In Madrid Imtech received anorder from Cerro de los Gamasfor the air and climate tech-nology in the 50,000 squaremetre Promogamos BusinessComplex. In Barcelona Imtechis working for Barcelona university on all technical solutions, including maintenance services, in the new 25,000 squaremetre laboratory.
T E C H N O L O G Y A T H E A R T
Imtech’s Smart ICT & Technology activities are at the top-end of the Imtech competence-pyramid. These inter-national activities not only offer added-value, they alsoform a key element of the integrated technical services pro-vision that makes Imtech stand out from the competition.The Dutch Ministry of Agriculture and Fisheries, fishery and control vessel ‘Barend Biesheuvel’ is also smart. Imtech wasresponsible for the board automation including the integrated bridge UniMACS 3000® – an Imtech develop-ment. The Dutch General Inspection Service will use thisship, built by Damen Ship Yards, to carry out the, almostentirely automated, inspection of fishing in Dutch waters.
S M AS M A R T
A number of complementary Imtech companies provide high-value technological services with an international character.These activities are in the field of ICT & Technology in the building (including business services), industry, maritime andtelecoms markets.
O r g a n i s a t i o n
Imtech’s international ICT & Technology activities are carried out by three Imtech divisions: Imtech ICT, Imtech Technologyand Imtech Marine & Offshore. As of 15 March 2002 the name Imtech Telecom (for-merly Datelnet) was introduced. In 2002 thisdivision forms part of the ICT & Technologyactivities.
Imtech ICT
Imtech ICT is a System Integrator in inform-ation and communication technology andforms one of the spearheads of Imtech’s furthergrowth and development. Imtech ICT occupies a good position in tech-nical automation solutions, data communications and telecommunica-tions (networks and software) and in-product software for buildings,machinery and products. Imtech’s ICT companies act as strategic part-ners in several branches, such as the fruit and vegetable sector, airline,technical IT and logistics markets.
Imtech Technology
Imtech Technology is a powerful player in the system technology mar-ket. Imtech’s activities in this field are carried out by six top techno-logical companies each of which occupies a leading position within its
In general the ICT & Technology activities showed
a higher turnover and made a satisfying contribu-
tion towards the result. The ICT and telecoms
activities were adversely affected by a considerable worsen-
ing of the investment climate in these sectors which
depressed turnover and EBIT. Turnover amounted to 280 mil-
lion euro compared with 221 million euro in 2000, an increase
of 27%. Production rose by 6% to 243 million euro (2000:
230 million euro). EBIT amounted to 24.2 million euro com-
pared with 20.5 million euro in 2000, an increase of 18%.
These activities performed well, especially in the fields of
maritime technology and system technology in the building
and industry markets.
I C T & T E C H N O L O G Y
R TS M A R T
own product-market combination. The products offered by these companies include metering and analysing tech-nology and pilot plants for the international oil and gas market, innovative fire control solutions, process and envi-ronmental technology and access and parking technology.
Imtech Marine & Offshore
Imtech Marine & Offshore offers world-wide, integrated full-service technical services for every stage in the life-cycleof ships and offshore platforms. What makes this Imtech division unique is its innovative product development, suchas the integrated ship’s bridge concept.
Imtech Telecom
Imtech Telecom operates as a System Integrator in the Dutch, German and Belgian telecoms markets. Responsibilityfor turnover and profit in 2001 rested with the relevant Imtech Projects business units in the Netherlands, ImtechDeutschland and Imtech Belgium. Imtech Telecom is supplier-independent, focuses on the design, installation and
maintenance of telecoms networks for voice, data and image and can count virtually all thelarge Telecoms and Internet Service Providers among its customers, who are offered totaltechnical service provision. The basis for this total services package has been formed bycombining the expertise of Imtech and Datelnet.
A c q u i s i t i o n s
To further strengthen Imtech’s ICT-competence platform and add high-value services toImtech’s strong basis, Mountside Software Engineering, Bostec and IMDEA (Spain), with atotal turnover of around 8 million euro have been acquired.In addition, Dirkzwager, the ships information supplier for the Rotterdam port area (includ-ing harbour information systems via the Internet), and formerly part of Internatio-Müller, hasjoined Imtech ICT.
To further strengthen Imtech’s position in the telecoms market Datelnet was acquired.Datelnet focuses on the design, installation and maintenance of telecommunications net-works. Datelnet is in the top-3 in this market segment in the Netherlands. Together Imtechand Datelnet are capable of carrying out integrated telecoms projects as an independentmain contractor. This gives Imtech an excellent platform from which to achieve a leadingEuropean position. Imtech’s network of offices throughout Europe will be extremely usefulfor the roll-out of this attractive combined-expertise.
P e r f o r m a n c e
Imtech ICT saw turnover (excluding acquisitions) stabilise with a small decrease of the EBITwhich, given the market conditions, was a good performance.
Imtech Technology performed well with both turnover and EBIT ending higher than budget-ed. The activities of Kiekens were divested.
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Technology is playing anincreasingly prominent role in the health care sector.Imtech and Medis MedicalImaging Systems in Leidenwere co-developers of thetechnology for MASS® – theworld-standard for cardio-vascular clinical research.MASS®, a UNIX/Linux applica-tion, automates the analysis of MRI-scans of, for example, theheart chambers. Time saving:over 2.5 hours per analysis.
ICT & Technology(E x million)
Net turnoverEBITEBIT as a % of net turnoverProductionOrder portfolioAverage capital employed excluding liquid assetsNumber of personnel (end of year)
1999
22216.5
7.4191247
91,970
2000
22120.5
9.3230279
242,045
2001
28024.2
8.6243381
464,030
Despite an unfavourable telecoms market Imtech performed well, especially in the marketsfor technical infrastructure for mobile telephony and Internet traffic. Datelnet’s 2001turnover and result were, however, disappointing and in 2001 (when Datelnet was still notincluded in the consolidation) no profit was made. In 2001 the workforce was reduced from2,400 to 1,750 staff, mainly through temporary contracts not being extended. At the begin-ning of 2002 a further loss of 250 jobs was announced.
With a booming maritime market Imtech Marine & Offshore could report a clear increase inboth turnover and contribution to profit. The defence activities were particularly successful.
S y n e r g y o p e r a t i o n s
To enable Imtech ICT to profit optimally from the available scale advantages and combinedexpertise and skills, and to reduce costs, a thorough synergy operation is being carried out.The competencies will be combined into two large, complementary business units:Information Technology and Communications Solutions. This operation is expected to becompleted in the second half of 2002 and, as of 1 January 2003, the division will operateunder one strong name – Imtech ICT – rather than nine individual company names.
Imtech Marine & Offshore has also achieved a better position for further growth. In 2002the industrial activities were transferred to Imtech Projects, which allowed Imtech Marine &Offshore to concentrate on its core activity. The organisation was adjusted accordingly. Inthe coming period Imtech will focus on clustering the Dutch and German maritime activi-ties, which together, occupy a top-3 position in Europe, thus making an international growthstrategy possible.
The Datelnet organisation will also be adjusted to fit in with the new market situation.Datelnet has made the transformation from a contracting organisation (capacity-oriented)to an organisation that carries out projects and signs management contracts (performance-oriented) very quickly.Sales efforts have been intensified. Datelnet, in cooperation with the other Imtech divisions, is also working hard tointernationalise its service provision. To this end, a Pan-European telecoms strategy has been developed that clustersall the expertise into one central competence centre while project execution is decentralised via Imtech’s extensiveEuropean office network. At the same time a new management model with a small and flexible management teamand decentralised responsibility for business units has been adopted – a model that has been successful for Imtechfor many years.
B u i l d i n g a n d i n d u s t r y
ICT
In 2001 the ICT market situation changed radically. The Internet/dot.com hype is in the past and in specific marketsegments, such as the semi-conductor industry, investment is declining. Only large, powerful companies that are closeto the customer and have ample financial means will survive.In the construction and industry markets the demand for integrated data and telecommunications networks isincreasing. The market share of ‘wire-less-solutions’ is growing fast and the introduction of new technology (voiceover IP) is spreading rapidly. Telecommunications and data traffic are converging rapidly. The importance of profes-sional maintenance and management – a market Imtech understands very well – is increasing rapidly.Imtech was responsible for the design and execution of a Local Area Network (LAN) for Mercedes Benz’ CentralEuropean Call Centre in Maastricht and the installation of LAN infrastructure in all NUON sites. Imtech was asked toformulate the system management of Schiphol Airport’s Operations product group, supplied software and IT projectmanagement for the Euro conversion and the Albert Hein’s new shop formula, and was involved with an advancedbilling system for pharmaceutical company MSD. In addition, high-value orders were carried out not only for large,well-known companies such as Shell, ASML and KBB, but also for non-profit organisations such as the CentralNetherlands Police, the Almere and Houten Town Councils and Amsterdam’s Municipal Water Company.
37
In 2001 Imtech received anumber of orders for technicalsolutions from the internation-al oil and gas industry. ForShell, for example, Imtech wasresponsible for various pilotplants, the electrical engineer-ing, control, remote operationand the pumping, purification,analysis and measurement ofthe extracted oil and gas inGabon, Nigeria, Egypt andMalaysia.
Technology
The need for high-value software and metering and analysing systems is growing andImtech is a powerful player in this niche market in the oil and gas industry. Despite fallingoil prices projects are going ahead. This means Imtech is continuing to receive follow-uporders, such as contracts for modifications, renovation, measuring, analysis and control inGabon, Nigeria, Egypt and Malaysia.In the fire control market Imtech is a strong player in the maintenance segment with its A-brand Saval. These maintenance contracts determine the size of the replacement market.Industry is paying more and more attention to fire safety and Imtech has been able to prof-it from this trend.Service and maintenance are becoming increasingly important in the access technologymarket – a market in which Imtech implements hundreds of larger and smaller service con-tracts, such as the brand-independent maintenance of all the automatic doors at SchipholAirport. The market is demanding more and more client-oriented service, which means man-agement, control and communication (protocols) are becoming more and more importantfor large contracts.In parking technology Imtech integrates technical solutions, such as automatic parking tech-nology and event recording (video taping, transaction control, alarms, registration numberrecognition, etc.) with increased comfort (the integration of voice and data). The develop-ment of the new generation BC2002 technology has put Imtech (WPS Parking Systems) inan ideal position to strengthen its excellent competitive position still further. Imtech is nowactive world-wide (continental Europe, the USA, Canada and Brazil) with its own technolo-gy. In 2001 Imtech also opened its own office in England.In the process industry Imtech has unique expertise in Fluid Bed Technology whichenables production times to be halved. In 2001 Imtech profited from the considerablyincreased production capacity resulting from the expansion and modernisation of its factory in the Netherlands which serves customers throughout continental Europe via
agents. The USA office, opened during 2001, performed as expected thanks to the unique package of services it canoffer.
M a r i n e
Maritime defence plays an important role in defence activities and the combating of terrorism. Imtech is a powerfulinternational player in this market segment with (good) positions in many countries including the Netherlands, theUK and other NATO countries. Imtech is responsible for (a part of) the technology in the air command and defencefrigates build for the Dutch Royal Navy. In England Imtech is striving for substantial autonomous growth. The plat-form for this growth is a series of long-term orders (until 2006) from the British Swan Hunter shipyard where fouramphibious transport craft are being built for the British Ministry of Defence.In the dredging market the volume is shrinking slightly as all dredgers have now been equipped with mega-hoppers.The emphasis is on small dredgers and technology. Imtech is active in various shipyards and holds a 50% interest inIHC systems (a joint venture with IHC Caland), a supplier and manufacturer of technical systems to automate thedredging process. Imtech Marine & Offshore supplies total electrical engineering solutions and automation for trail-ing-hoppers and cutter-dredgers. The tracking and trailing technology of Imtech and IHC Systems is outstanding andcontinues to offer good prospects for the future.Expectations in the yacht market are still as positive. This market involves extremely large and luxurious motor-yachtswith a length of up to 100 metres. In the Dutch market Imtech cooperates in this field with, among others, Feadship,Oceanco and Huisman. The German and American markets are also very promising.The cruise market has declined since 11 September, but here too the first signs of recovery can be seen. Cooperationwith Imtech Schiff- und Dockbau in Germany offers opportunities for further international expansion.In the offshore market there is a clear increase in the demand for drilling platform and exploration vehicle (FPSOsand semi submersible crane vessels) up-grading. The search for oil and gas is being conducted in deeper and deep-er water. The maintenance, repair and conversion of ships is an important activity. By contrast, opportunities in theship repair market have been, and remain, limited.
38
Imtech and Datelnetwere awarded contracts bytelecoms providers KPNMobile, Vodafone, Ben, Telfort(British Telecom), Dutchtone(France Telecom) and Versatelfor hundreds of transmissioncentres (switch and base stations) to extend andincrease the coverage of thetechnical infrastructure formobile and fixed telephony.
Te l e c o m s
In general, the fixed and mobile telephony markets are under pressure. Mobile meetingswith image, purchasing, surfing, restaurant search, route information: UMTS technology isfast bringing an unending stream of new services within easy reach. This does, however,mean a considerable increase in data transmission capacity and speed is needed. But, instal-lation of the required new network is progressing slower than expected because the pur-chase of the UMTS licences is putting telecoms providers under such pressure that they areintroducing stringent cost-saving measures. In addition, there is still a very limited offer ofthe services that must fill-out the UMTS offer. These developments have affected the pos-ition and performance of technical services providers such as Datelnet. Imtech, although notunaffected, has the ability to take advantage of the situation. Positions in some market seg-ments have been maintained or even extended, in others the focus has been shifted to othermarket segments. Imtech is involved in all telecoms developments: UMTS networks, GPRSnetworks and the (extension of) GSM networks. The first UMTS links are expected to beoperational in 2003. Imtech will, in any event, remain involved because Datelnet hasreceived an order from Vodafone for the installation of the first UMTS site, while Imtech istaking responsibility for the (engineering) preparations for converting KPN Telecom’s exist-ing GSM sites. Together, Imtech and Datelnet work for nearly all the large telecoms providers(see also page 26). Datelnet has also been given management and maintenance responsi-bility by various large players in the telecoms market including UPC, Telfort and Essent.
Imtech has an excellent reputation in the market for the design and installation of SwitchHouses, Telexchange Centres and IT rooms for the transmission of voice, image and data viathe Internet and works with various Internet Service Providers. Imtech’s Pan-European tele-coms strategy could prove very positive in this market.
P r o s p e c t s
The ICT market is expected to revive in the second half of 2002. A peripheral advantage of the current market situa-tion is that the sector is now showing the characteristics of a normal sector, such as a rapid rise in the quantity andquality of staff available. Imtech will be able to profit from the accelerated clustering of activities into one, powerfulICT services provider.
Imtech Technology’s prospects remain just as favourable thanks to the well-filled order portfolio, positive marketconditions and Imtech’s leading positions in niche markets.
The acquisition of Datelnet has put Imtech Telecom in a good position to grasp the market opportunities. Despite thecurrent slow-down in growth, in the coming years market volume is expected to rise, albeit far less steeply, due toheavy investment in both fixed and mobile telephone infrastructure. The internal adjustments to Datelnet, and thepredicted middle-of-2002 recovery of the portion of the telecoms market that is important for the Company, willenable Datelnet to operate as a keen and competent organisation. At the same time the Datelnet name will disap-pear from the market and the organisation will continue as Imtech Telecom and, it is anticipated, will harvest thefruits of the Pan-European telecoms strategy.
An exceedingly well-filled order portfolio, the unique package of services offered by Imtech Marine & Offshore andthe European clustering of the maritime activities form a sturdy basis for the further growth of both turnover andEBIT in the coming years.
39
Via Bostec – a specialist IT consultancy and IT projectmanagement companyacquired in September 2001 –Imtech is involved with thetechnology in the ParkingHopper at AmsterdamSchiphol Airport. This un-manned and fully automatic‘people-mover’ transports pas-sengers from the parking areasto the terminal buildings.
S u p e r v i s o r y B o a r d
A.G. Jacobs Former Chairman of the Board ING Groep NVSupervisory Board memberships NV Kon. Nederlandsche Petroleum Mij (Chairman), Joh. Enschedé BV (Chairman), Buhrmann NV(Vice-chairman), VNU NV (Vice-chairman), Euronext NV, IHC Caland NV, ING Groep NVImportant additional functions Member Investment Committee PGGM, Board Member Stichting Preferente Aandelen BuhrmannNV, Board Chairman Stichting Preferente Aandelen Gamma Holding, Board Member Stichting Administratie Kantoor van Heijmans NV,Board Member Prinses Beatrixfonds, Supervisory Council Member Stichting Nationaal Fonds Kunstbezit, Board member BijzondereGezondheidszorg Sint Franciscus Gasthuis, Board member Financieel Economische Raad van SBA Artsen-pensioenfondsen
M.C. van Veen Former Chairman of the Board Koninklijke Hoogovens NVSupervisory Board memberships Koninklijke Volker Wessels Stevin NV (Chairman), ABN AMRO Holding NV, Akzo Nobel NV,Corus Group Plc. (non-executive board member)Important additional functions Chairman Hollandsche Maatschappij der Wetenschappen, Chairman of the Board KoninklijkConcertgebouw Orkest, Chairman of the Board Nationale Stichting De Nieuwe Kerk te Amsterdam, Deputy Chairman of the BoardStichting Preferente Aandelen DSM NV, Chairman Advies Commissie Programma EET (Economie, Ecologie, Technologie), MemberExecutive Board RAND Europe
B. de Vries Former Minister for Social Services and EmploymentSupervisory Board memberships F. van Lanschot Bankiers NV, NV Eneco, Quest International Nederland BV, TUI NederlandImportant additional functions Chairman Stichting START, Chairman START Foundation, Chairman Centrale Plan Commissie,Chairman Bestuur Stichting Het Expertise Centrum, Interim chairman CDA
G.J. de Boer-Kruyt Personal advisorSupervisory Board memberships C/TAC Align NV (Chairman), Sara Lee/DE, Hollandsche Beton Groep NV, Elsevier NV,Elsevier Reed Finance BV
P.J. Groenenboom Former Chairman of the Board Internatio-Müller NVSupervisory Board memberships Philips Electronics Nederland BV (Chairman), Electrabel Nederland NV (Chairman), Q-Park NV(Chairman), Tapijtfabriek H. Desseaux NV (Chairman), Dutchtone Group BV (Chairman), NIB Capital NV, NV CasemaImportant additional functions Vice-chairman Marketing Committee UEFA, Member of the Board NOC*NSF, Member Stichting totBeheer van preferente aandelen IHC Caland NV, Member Koninklijk Instituut voor de Tropen
B o a r d o f M a n a g e m e n t
H.C. (Herman) Scheffer began his career with the Dutch Applied Scientific Research organisation (TNO) before moving to Gist-Brocades. In 1986 he was appointed a member of the Board of Management and three years later Chairman of the Board. After the merger of Gist-Brocades and DSM he was a member of the Board of Management of DSM. In 2000 he was appointed Chairman of the Board ofInternatio-Müller, now Imtech.Supervisory Board memberships Supervisory Council Rabobank Nederland, Coöp. Cehave Landbouwbelang U.A., Joint ServicesInternational NV, Bonda’s Veevoederbureau BV Important additional functions Supervisory Council member TU Delft, Advisory Board member INSEAD, Member of the BoardVereniging VNO-NCW
R.J.A. (René) van der Bruggen made his career with the Bredero Groep where his appointments included Director ITB Installation Technology and later also Director of Bredero Energy Systems. In 1987 he moved to Internatio-Müller first as Sector Director MechanicalEngineering and later as Managing Director of Internatio-Müller, Technology Division. In 1999 he joined the Board of Management ofInternatio-Müller, now Imtech.Supervisory Board memberships IHC Systems BVImportant additional functions Vice-chairman Programma Adviesraad TNO-Bouw, Member of NABU, Member of the Board SAOB
40
F U N C T I O N S U M M A R Y O F
T H E S U P E R -V I S O R Y B O A R DA N D B O A R D O F
M A N A G E M E N T
Accounting pr inciples for the accounts of Imtech N.V.
41
G E N E R A L
Principles of consolidationThe consolidated accounts include the accounts of Imtech N.V. and all those companies with which Imtech N.V. forms an organisa-tional and economic unity. Consolidation is based on uniform principles in accordance with the integral consolidation methodwhereby inter-company balances and transactions, profits and charges and non-realised profit (which is included in group assets onthe balance sheet date) are eliminated.The assets, liabilities and results of the consolidated companies are included in full. The minority interests in the Group funds andGroup result are shown separately. The difference between the acquisition cost and the net asset value of consolidated and non-consolidated companies is credited or charged directly to the shareholders’ funds in the year of acquisition. The reason for retain-ing this valuation principle is that the book profit realised from the divestments will be used for replacement investments in thecontext of the transformation.When a company is divested or liquidated, the difference between the sales price and net asset value is calculated in the profit andloss account under extraordinary results.
Principles of valuation and calculation of resultThe accounts have been prepared under the historical cost convention. Unless otherwise stated hereafter, valuation has taken placeat nominal value. The transition from profit being taken on completed work for third parties to profit being taken proportional tothe work carried out will be introduced as of 2002.
Conversion of foreign currenciesAll items in the Consolidated Balance Sheet expressed in foreign currency have been converted into euros using the exchange ratesprevailing at the end of the financial year. If exchange risks on monetary positions on the balance sheet date are covered, the dif-ference between the cash exchange rate prevailing on the balance sheet date and the forward rate of exchange is included as atransitional item. The difference between the cash and covered forward rate of exchange is attributed in proportion with the termof the covering transaction.Exchange differences arising from the translation of the net investment in foreign Group companies, as per the beginning of thefinancial year, are charged or credited directly to shareholders’ funds.Exchange differences arising as a consequence of Group companies having receivables from or payables to third parties or eachother are credited or charged to the profit and loss account.Exchange rate differences arising from transactions conducted in foreign currencies are credited or charged to the profit and lossaccount.For the purposes of the Consolidated Profit and Loss Account, the data of foreign Group companies are translated at the calculatedaverage rates of exchange for the financial year. The resulting difference between the calculated net result as per the profit and lossaccount and the net result translated using exchange rates prevailing at the end of the year is credited or charged directly to theshareholders’ funds.
Exchange rates of important currencies in euros
US dollarPound sterlingSwiss francAustralian dollar
1.081.610.660.60
1.131.620.660.58
1.081.650.640.63
1.131.660.680.60
Balance
sheet rate on
31 December
2001
Balance
sheet rate on
31 December
2000
Average rate
in 2000
Average rate
in 2001
Accounting pr inciples for the accounts of Imtech N.V.
42
C O N S O L I D AT E D B A L A N C E S H E E T
Tangible fixed assetsThese are valued at their acquisition price or manufacturing cost taking into account linear depreciation calculated over the eco-nomic lifetime. Business premises are not written-off. Sustained reduction in value is taken into account. If lower, assets out of usehave been written down to their expected net realisable value.
Associated companies and receivables from associated companiesShares
Durable capital interests held, on the company’s own account and for the benefit of the company’s own activities, in companieswhere significant influence can be exercised (‘associated companies’) are classified under this item. Shares are stated at the inter-est in the net asset value, according to the accounting principles of Imtech N.V.
Receivables
Receivables of a financing nature (for a term generally longer than one year) from companies, in which durable capital interest isheld on the company’s own account and for the benefit of the company’s own activities and in which significant influence may beexercised, are classified under this item. These receivables are stated at face value less provisions considered necessary.
Other securities and receivablesOther securities
These represent shares in companies which are classified neither as Group nor associated companies. The price is stated at the lowerof cost or market value.
Other receivables
These represent loans and guarantee deposits and are stated at face value less provisions considered necessary.
Work in progressWork in progress for third parties is valued at direct cost – primarily materials, wages and social security charges – plus an amountto cover related overhead expenses less provisions for anticipated losses. Profits are only recognised when work is completed andinvoiced.
StocksStocks of raw and ancillary materials are stated at the lower of cost or market value on 31 December. Stocks of finished and semi-finished products are stated at the lower of absorption cost or net realisable value on 31 December.
ReceivablesReceivables are stated at their face value less provisions considered necessary to cover the risk of inability to collect.
Group fundsThe share of third parties in Group companies is included under Group funds. Minority interests are stated at their share in the netasset value determined through the application of the accounting principles adopted for these consolidated accounts.
43
ProvisionsThe provisions for pensions are stated at the discounted cash values according to actuarial principles. The annual interest accountis charged to the interest expense.
The provision for warranties is based on a percentage of the production obtained from experience.
The provision for deferred tax arises from differences between the commercial and fiscal valuation of certain assets and liabilitiesinsofar as these differences will be taxed in the future and are calculated on the basis of the rates prevailing on the balance sheetdate. Entitlements relating to loss compensation are reflected insofar as these can be realised within a reasonable period of time.Entitlements relating to loss compensation and temporary differences which are realisable within one year are reflected as otherreceivables.
The provisions for reorganisations are formed for legally enforceable and actual obligations resulting from reorganisation plans.
Long-term-loansThis concerns long-term loans with a remaining validity of more than one year. Installments due within one year are included undershort-term loans.
Contingent liabilitiesFor the majority of its Dutch subsidiaries Imtech N.V. has issued a declaration of joint and several liability under Article 403, Book2 of the Dutch Civil Code, so that these companies do not have to prepare and publish annual accounts in accordance with therequirements of Title 9 of Book 2 of the Dutch Civil Code.
C O N S O L I D AT E D P R O F I T A N D L O S S A C C O U N T
Net turnoverNet turnover is understood to be the proceeds from work delivered to, and products and services supplied to third parties and non-consolidated participations excluding the taxation over the turnover. Transactions between group companies are based on pricesthat are, in general, comparable with valid market prices.
TaxesTax on the result is calculated on the basis of the result according to the profit and loss account and the applicable tax rates andwith the permanent difference between the result according to the profit and loss account and the fiscal profit taken into account.Deferred tax obligations and receivables related to the temporary difference between the result according to the profit and lossaccount and the fiscal profit are expressed in the provisions for deferred tax obligations. When dividing the total taxes due over theresult from normal business operations and the extraordinary result, the fiscal nature of the extraordinary profit and losses are takeninto account.
Profit and loss account Imtech N.V.As the Consolidated Balance Sheet and Profit and Loss Account include the financial data of Imtech N.V., the Profit and Loss Accountof Imtech N.V. is presented based on Article 402, Book 2 of the Dutch Civil Code.
Consol idated balance sheet of the Imtech N.V.
after proposed appropriation of the net result, in thousands of euros
31 December 2001 31 December 2000
44
Buildings and land Machinery and equipment and other tangible fixed assets
Tangible fixed assets
Associated companies and receivables from associated companiesOther securities and receivables
Financial fixed assets
Total fixed assets
Work in progressStocks
Less: instalments invoiced and advance payments received on orders
Stocks
Trade debtorsOther receivables
Receivables
Liquid assets
Total current assets
Total assets
64,42342,051
1,4035,722
1,026,82025,853
1,052,673
1,029,044
518,37257,709
106,474
7,125
113,599
23,629
576,081
195,235
794,945
908,544
71,87038,998
1,2052,325
860,37672,663
933,039
865,730
471,60963,154
110,868
3,530
114,398
67,309
534,763
332,604
934,676
1,049,074
45
Called and paid-up capitalShare premium reserveOther reserves
Shareholders’ fundsMinority interests
Group funds
Provision for pensionsProvision for warranties and claimsProvision for deferred tax liabilitiesProvision for reorganisationsOther provisions
Provisions
Subordinated loanPrivately placed loans
Long-term loans
BanksTrade creditorsOther creditorsDividends payable
Current liabilities
Total liabilities
64,52836,120
149,852
250,5002,519
80,38725,8664,978
51,4754,575
–1,266
40,017270,297144,30232,362
253,019
167,281
1,266
486,978
908,544
60,92438,942
294,531
394,3973,042
26,35018,94512,61110,7709,375
90,7561,773
41,812274,457131,20833,578
397,439
78,051
92,529
481,055
1,049,074
31 December 2001 31 December 2000
Consol idated prof it and loss account of Imtech N.V.
in thousands of euros
2001 2000
46
Net turnoverChange in work in progressOther operating income
Total operating income
Costs of raw and auxiliary materials and goods for saleCosts of work by third parties and other external chargesWages and salariesSocial security chargesDepreciation of tangible fixed assetsOther operating expenses
Total operating expenses
Operating result
Results from associated companiesResults from other financial fixed assetsInterest incomeInterest expense
Total financial income and charges
Group operating result before taxation
Taxation on group operating result from normal operations
Group operating result after taxation
Extraordinary result after taxation
Group result after taxation Minority interests
Net result
22,29110,457
561,618700,057432,19679,42919,025
151,692
5177
18,569(13,488)
2,007,629
32,748
2,040,377
1,944,017
96,360
5,605
101,965
(30,788)
71,177
59,501
130,678(380)
130,298
108,54216,826
1,369,155572,572407,84681,84722,709
148,929
36016
6,629(13,267)
2,602,893
125,368
2,728,261
2,603,058
125,203
(6,262)
118,941
(35,438)
83,503
137,332
220,835(329)
220,506
Consol idated cash f low statement of Imtech N.V.
in thousands of euros
47
Net resultDepreciation on tangible fixed assetsChange in provisionsChange in working capital (excluding liquid assets)
Cash flow from operations
Investments:� Tangible fixed assets� Financial fixed assets
Acquisition of companies
Disposal of group companies
Divestitures:� Tangible fixed assets� Financial fixed assets
Other items
Cash flow from investing activities
Purchase of own sharesOptions exercised on ordinary shares Change in long-term loansChange in current liabilities to credit institutionsChange in minority interestsDividend previous financial year
Cash flow from financing activities
Change in liquid assets Liquid assets as at 1 January
Liquid assets as at 31 December
130,29819,0255,6245,038
(20,360)–
(180,082)
99,934
2,854414
3,190
(26,922)782
(90,943)(52,133)
(523)(33,565)
159,985
(94,050)
(203,304)
(137,369)332,604
195,235
220,50622,70917,425
(40,756)
(26,008)(2,376)
(4,318)
58,098
3,961–
286
–1,110(137)
(45,050)(3,652)(7,582)
219,884
29,643
(55,311)
194,216138,388
332,604
2001 2000
Notes to the consol idated balance sheet
in thousands of euros
48
Tangible fixed assetsThe movements in the assets classified under this balance sheet heading are shown in the summary below.
Book value on 1 JanuaryAcquisition of companiesDisposal of companiesAdditionsDisposalsDepreciationExchange rate differences
Book value on 31 December
Specified as follows:Cost of acquisitionAccumulated depreciation
The acquisition costs of buildings are generally written off over 30 years (costs of reconstruction over 10 years).The following depreciation terms are, in general, applied for machinery and equipment:� Machinery and installations: 10 years;� Hardware and software: 3 to 5 years;� Other fixed assets: 3 to 5 years.
Associated companies and receivables from associated companiesThese represent:
SharesReceivables
Total
Shares
Movements in the share in the net asset value of associated companies were as follows:Balance on 1 JanuaryIncrease in shareholdingsShare in resultsDividends receivedSale of participationsOther movements
Balance on 31 December
Buildings
and land
71,8702,072
(8,325)2,149(702)
(2,643)2
64,423
83,00218,579
Machinery
and
installations
5,4764,446(737)
3,668(499)
(3,422)–
8,932
24,40815,476
Hardware
and
software
11,2462,603
(1,780)7,710(446)
(6,318)5
13,020
33,59120,571
Other
fixed
assets
22,2763,232
(4,408)6,833
(1,207)(6,642)
15
20,099
55,70635,607
Total 2001
110,86812,353
(15,250)20,360(2,854)
(19,025)22
106,474
196,70790,233
Total 2000
128,97941
(16,718)26,008(3,961)
(22,709)(772)
110,868
231,601120,733
2001
1,024379
1,403
799510517
(596)(68)
(138)
1,024
2000
799406
1,205
1,87999
360(295)
(1,243)(1)
799
Machinery and equipment and
other tangible fixed assets
49
Other securities and receivablesThese represent:
Other securitiesOther receivables
Total
StocksThe stocks consist of the following:
Raw and auxiliary materialsSemi-finished productsFinished products and trade stocksAdvance payments to suppliers
Total
Liquid assetsBy this is understood funds with bank and post office giro establishments. Some of these funds are in deposit accounts.The liquid assets are freely available for use and can be withdrawn on demand.
Shareholders’ fundsFor an explanation of capital, share premium reserve and other reserves, refer to the notes to the Balance Sheet of Imtech N.V.
Minority interestsThis item represents the interests of third parties in consolidated subsidiaries.Movements were as follows:
Balance on 1 JanuaryMovements due to acquisitionsShare in resultsDividendSale of participationsExchange rate differences
Balance on 31 December
2001
4,6011,121
5,722
14,9303,2766,0561,591
25,853
2000
1412,184
2,325
11,6312,385
57,4621,185
72,663
2001
3,042(1,026)
380(121)244
–
2,519
2000
6,694–
329(467)
(3,539)25
3,042
Notes to the consol idated balance sheet
50
Provisions
Balance on 1 JanuaryAcquisition of participationsSale of participationsDepositsWithdrawals
Balance on 31 December
The provision for pensions represents the discounted cash values, calculated at 6%, of the commitments with respect to a numberof pensions awarded to (ex) employees or their heirs. The provision is formed in accordance with the statical system based on thefinal salary and locally applicable mortality tables.The obligations relating to the pension arrangements of the companies established in the Netherlands are covered by the ‘StichtingCentraal Pensioenfonds Internatio-Müller’, a number of independent foundations and insurance companies, and the industrial pension funds. The provision for pensions related to participations acquired mainly concerns present and former employees inGermany.The provision for warranties and claims includes an amount of 7.7 million euro (2000: 7 million euro) for potential environmentaldamage.
The provision for deferred tax relates to future tax liabilities arising from differences between the fiscal and commercial valuationof certain assets and liabilities. Deferred tax liabilities in respect of withholding tax are only recorded if and to the extent that the intention exists to distribute the group companies’ earnings in the foreseeable future. The deferred tax liabilities comprise thebalance of 32.8 million euro active and 37.8 million euro passive deferred tax (2000: resp. 24.7 million euro and 37.3 million euro).The active deferred tax relates predominantly to provisions and compensatable losses, and the passive deferred tax relates pre-dominantly to work in progress. No value has been attached to 35 million euro forwards compensatable losses generated abroad.
The ‘other provisions’ vary in nature. The provisions are predominantly long-term.
Long-term loansSubordinated loan
To reinforce guarantee capital, on 10 November 1998 a subordinated loan of 90.8 million euro was taken out with a syndicate ofbanks and financial institutions. The interest rate is 5.55%. This loan was redeemed in full in 2001.
Privately placed loans
Privately placed loans
The interest rates of the loans taken-up are between 7.5% and 10%.
2001
1,266
2000
1,773
Pensions
26,35057,678(1,040)
965(3,566)
80,387
Warranties
and claims
18,9456,635
(14)3,286
(2,986)
25,866
Deferred
tax liabilities
12,611(13,284)
1,2284,474
(51)
4,978
Reorgani-
sations
10,77032,536
(133)19,496
(11,194)
51,475
Other
9,375––
3,000(7,800)
4,575
Total
78,05183,565
4131,221
(25,597)
167,281
11
1 Adjusted for comparison reasons.
51
BanksThis item covers bank borrowings in the form of short-term loans and overdrafts.
Trade creditorsThis item represents amounts payable for goods supplied and services rendered.
Other creditorsThe composition of this item is as follows:
Bills of exchange and cheques Payable amounts owed to participating interests Taxes and social security contributions Amounts owed in respect of pensions Various creditors
Total
Taxes and social security contributions
This item represents short-term tax liabilities and social security contributions, less provisional assessments already paid.
Various creditors
Most of these debts involve over-running liabilities.
Contingent liabilitiesFinancial commitments, contracted for a number of years under leasehold,rental and operational lease agreements, amount to a sum of 154 million euro (2000: 145 million euro).These obligations in nominal amounts are divided over the coming years as follows:
Long lease and rentOperational lease
Total
2002
15,56421,349
36,913
2003-2005
43,66048,345
92,005
After 2005
18,3977,140
25,537
2001
2,194244
45,2951,847
94,722
144,302
2000
2,589–
25,6771,019
101,923
131,208
Notes to the consol idated prof it and loss account
in millions of euros
52
Proportion of Group result per division
Net turnoverCosts
Result
Group management costsPension fund income
Operating result
Number of personnelDivisionalHolding
Total
The breakdown of net turnover, by geographical market
The NetherlandsOther EU countriesOutside the EU
Total
Wages and salariesWages and salaries amounted to 432 million euro (2000: 408 million euro).
Social security chargesIn addition to the annual pension charges amounting to 9.2 million euro (2000: 16.1 million euro), this item includes a payment of18.1 million euro from the Centraal Pensioenfonds Internatio-Müller. This payment is the consequence of the pension fund’s deci-sion of 16 August 2000 to pay this amount to Imtech N.V. annually as long as, among other things, the fund’s degree of cover isabove 140%.
Remuneration of members of the Management and Supervisory BoardThe remuneration of the members of the Board of Management of Imtech N.V., including pension contributions, amounted to a totalof 2,203,800 euro (2000: 1,874,492 euro). The remuneration of the members of the Supervisory Board of Imtech N.V. amounted toa total of 123,297 euro (2000: 137,341 euro), based on Article 14, paras. 1 and 2 of the Articles of Association.
2001
6991,205
104
2,008
%
35605
100
2000
1,3561,037
210
2,603
%
52408
100
ConsolidatedOther/TradeICT & TechnologyGermanyBenelux
2001
2,008(1,921)
87.5
(9.2)18.1
96.4
14,35025
14,375
2000
2,603(2,486)
117.3
(10.2)18.1
125.2
10,63346
10,679
2001
230(220)
9.7
–
2000
1,263(1,213)
50.0
631
2001
280(256)
24.2
4,030
2000
221(201)
20.5
2,045
2001
933(910)
23.4
4,944
2000
556(537)
19.0
2,927
2001
565(535)
30.2
5,376
2000
563(535)
27.8
5,030
53
Depreciation of tangible fixed assetsFor the method of calculating depreciation, refer to the notes on the assets concerned.
Results from associated companiesThis item represents the share in the results of associated companies stated at their net asset value.
Results from other financial fixed assetsThis item represents the dividends from other securities which have not been stated at their net asset value.
Taxation on Group result from normal operationsThe relationship between the effective tax rate and the statutory Dutch tax rate is as follows:
Corporate tax rateNon tax exempt expensesTax facilitiesOther tax rates for foreign business unitsOther
Effective tax rate
Extraordinary result after taxationOffset against income of, on balance, 76.3 million euro related to the sale of participations, were reorganisation costs linked to the transformation amounting to a total of 23.3 million euro. Tax benefit over the extraordinary result amounts, on balance, to 6.5 million euro (2000: 7.2 million euro).
2001
35.0%0.4%
(3.2%)(1.7%)(0.3%)
30.2%
2000
35.0%0.4%
(1.8%)(2.7%)(1.1%)
29.8%
Notes to the consol idated cash f low statement
in millions of euros
54
Cash flow from business operationsCash flow from business operations amounted to 160.0 million euro (2000: 219.9 million euro); net profit and depreciation was149.3 million euro (2000: 243.2 million euro). The decrease in working capital was 5.0 million euro, compared with an increase of40.8 million euro in the previous financial year. The balance of work in progress and invoiced instalment payments was virtuallyunchanged compared with 2000.
Cash flow from investment activitiesThe balance of cash flow from investment activities was 94.1 million euro negative compared with 29.6 million euro positive in2000. The sale of the Chemical Distribution companies generated proceeds of 195.0 million euro. Acquisitions involved a sum of180.0 million euro compared with 4.3 million euro in 2000. The purchase price included 251.9 million euro in goodwill that has beencharged to shareholders’ funds. Within the framework of transformation Imtech had decided to again charge the goodwill in 2001to shareholders’ funds.
Cash flow from financing activitiesThe cash flow from financing activities resulted in a shortfall of 203.3 million euro. During the financial year a subordinated loan of90.8 million euro was redeemed early. To cover the option obligations Imtech shares with a total value of 26.9 million were pur-chased. In addition, short-term debt with banks was reduced and a cash dividend of 33.6 million euro was paid out.
Balance sheet of Imtech N.V
after proposed appropriation of the net result, in thousands of euros
55
Tangible fixed assets
Group companies and receivables from Group companies Other securities and receivables
Financial fixed assets
Total fixed assets
Receivables
Liquid assets
Total current assets
Total assets
Called and paid-up capitalShare premium reserveOther reserves
Shareholders’ funds
Provisions
Subordinated loans
BanksAmounts owed to Group companiesOther creditorsDividend payable
Current liabilities
Total liabilities
226,156703
64,52836,120
149,852
19,09526,62510,16132,362
3,471
226,859
230,330
10,321
128,655
138,976
369,306
250,500
30,563
–
88,243
369,306
222,3621,632
60,92438,942
294,531
5271,406
11,03033,578
3,630
223,994
227,624
34,565
305,171
339,736
567,360
394,397
35,666
90,756
46,541
567,360
31 December 2001 31 December 2000
Profit and loss account of Imtech N.V.
after proposed appropriation of the net result, in thousands of euros
56
Results from associated companiesOther income and charges
Net result
Proposed appropriation of the net result:Dividend payable on ordinary sharesTransfer to the general reserve
Total
2001
94,53235,766
130,298
32,34997,949
130,298
2000
65,473155,033
220,506
33,564186,942
220,506
Notes to the balance sheet and prof it and loss account of Imtech N.V.
in thousands of euros
57
Principles of valuation and calculation of resultThe valuation of the assets and liabilities and the calculation of the net result conforms with accounting principles applied in theconsolidated accounts.The shareholders’ funds and net result of Imtech N.V. are, therefore, the same as in the consolidated accounts.
Tangible fixed assetsThis concerns business premises and contents.The movements are shown in the following summary:
Book value on 1 JanuaryAdditionsDepreciation
Book value on 31 December
Specified as follows:Cost of acquisitionAccumulated depreciation
Group companies and receivables from subsidiary companiesThis item represents:
SharesReceivables
Total
Shares
The shares are stated at the companies’ net asset value after the deduction of any necessary provisions. The movements in the net asset value of the Group companies were as follows:
Balance on 1 JanuaryNew Group companiesAdditionsDisposalsResultsDividends receivedExchange rate differencesWriting-off indirect participations’ goodwillother movements
Balance on 31 December
The names of the main Group and associated companies are listed on page 10.A list of Group and associated companies compiled in accordance with Article 379, Book 2 of the Dutch Civil Code has been filedwith the Commercial Registry in Rotterdam.
2000
3,79928
(197)
3,630
4,8901,260
163,05559,307
222,362
2001
3,630–
(159)
3,471
4,8901,419
146,47279,684
226,156
2001
163,0558,622
71,419(39,085)94,532
(21,898)677
(112,063)(18,787)
146,472
2000
155,862499
25,621(51,283)65,473
(28,279)175
(2,749)(2,264)
163,055
Notes to the balance sheet and prof it and loss account of Imtech N.V.
58
Other securities and receivablesThis item represents:
SecuritiesReceivables
Total
ReceivablesReceivables from participating interestsOther receivables, prepayments and accrued income
Total
Called and paid-up capitalBalance on 1 JanuaryExercise of stock optionsPaid-in and called-up capitalStock-dividend
Balance on 31 December
The number of outstanding ordinary shares with a nominal value of 2.40 euro, as at1 January 26,851,54931 December 25,879,549
The nominal value of the share has been adjusted from 5.00 guilder to 2.40 euro. The conversion difference has been charged tothe tax free share premium reserve.
With respect to Imtech, members of the Supervisory Board and the Board of Management held no shares or options listed onEuronext Amsterdam. In 2001 and the preceeding years, a number of executives, including members of the Executive Council, weregranted options for ordinary shares in Imtech N.V. for a term of five years at an exercise price based on the Stock exchange priceof ordinary shares at the time the option right was granted.
On 31 December 2001, the following options remained outstanding:
In the year under review on balance 1,007,000 shares were purchased to cover outstanding options.
2001
15688
703
4,7455,576
10,321
60,92479
3,525–
64,528
2000
151,617
1,632
4,57229,993
34,565
58,866196
–1,862
60,924
Exercise
price
16.9025.1831.9926.6520.8027.00
Quantity
190,000190,000186,000198,000222,000237,000
1,223,000
Distributed
in
199619971998199920002001
Total
Exercised
before 2001
82,0003,000
––––
85,000
Exercised
in 2001
108,00023,000
––––
131,000
Outstanding
on
31–12–2001
–164,000186,000198,000222,000237,000
1,007,000
59
Share premium reserveBalance on 31 December
Comprises:Taxable on distributionExempt from taxation on distribution
Exempt from taxation on distribution
Balance on 1 JanuaryExercise of stock optionsStock dividendPaid-in and called-up capital
Balance on 31 December
Other reservesThe composition of other reserves is as follows:
General reserve
Balance on 1 JanuaryAddition from the proposed appropriation of the net resultPurchase of own sharesStock-dividendMovement of goodwill
Balance on 31 December
Reserve for exchange differences
Balance on 1 JanuaryMovement due to exchange rate differences relating to valuation of Group and associated companies abroad
Balance on 31 December
Total other reserves
2000
38,942
8,59330,349
38,942
31,298913
(1,862)–
30,349
117,180186,942
–17,055(2,749)
318,428
(23,344)
(553)
(23,897)
294,531
2001
36,120
8,59327,527
36,120
30,349703
–(3,525)
27,527
318,42897,949
(26,922)–
(216,944)
172,511
(23,897)
1,238
(22,659)
149,852
Notes to the balance sheet and prof it and loss account of Imtech N.V.
60
Provisions
Balance on 1 JanuaryDepositsWithdrawals
Balance on 31 December
Subordinated loan (long-term)Please see the notes to the consolidated balance sheet on page 50 of this report.
Other creditors (short-term)The composition of this item is as follows:
Taxes and social security contributionsVarious creditors
Total
Financial instrumentsInterest risk management
During the year the Company did not make use of any derivative financial contracts.
Foreign currency risk management
Forward exchange contracts and currency swaps are concluded by the Company in order to cover risks arising from normal busi-ness operations. The core of this policy is to protect the Company from the risk of changes in the exchange rate having a negativeinfluence on ultimate cash flow. Related to the Company as a whole, the total of transactions outstanding on the balance date issmall.
Credit risk management
This risk involves the loss that could arise if other parties do not fulfil their contractual obligations.Normal debtor risk is controlled by utilising information from recognised credit information establishments. Financial derivatives areonly concluded with first class banks. The available liquid assets are deposited with various banks or in first class short-term bonds.
Total
35,6666,586
(11,689)
30,563
Other
9,3753,000
(7,800)
4,575
Deferred tax
liabilities
12,2343,586
–
15,820
Warranties
and claims
7,359––
7,359
Pensions
1,692–
(1,692)
–
2000
25710,773
11,030
2001
2119,950
10,161
Reorgani-
sations
5,006–
(2,197)
2,809
11
1 Adjusted for comparison reasons.
61
Contingent liabilitiesUnder Article 403, Book 2 of the Dutch Civil Code, Imtech N.V. has issued a declaration of joint and several liability for the majorityof its Dutch subsidiaries.In addition, Imtech N.V. has provided separate guarantees as additional security on behalf of subsidiaries, relating to the fulfilmentof specifically defined contractual commitments to third parties. These guarantees primarily concern so-called ’advance payment’guarantees in the technical contracting sector and some purely performance guarantees. Virtually all such guarantees have beengiven for companies for which the above-mentioned declaration of joint and several liability was issued and filed at the CommercialRegistry Office. The liabilities of these subsidiaries amounted to 270 million euro (2000: 272 million euro) on the balance sheet date.
Gouda, 11 March 2002
The Supervisory Board The Board of ManagementA.G. Jacobs H.C. SchefferM.C. van Veen R.J.A. van der BruggenB. de VriesG.J. de Boer-KruytP.J. Groenenboom
Other information
62
Auditor’s reportWe have audited the 2001 financial statements of Imtech N.V., Gouda (with statutory seat at Rotterdam). These financial statementsare the responsibility of the company’s management. Our responsibility is to express an opinion on these financial statements basedon our audit.
Scope
We conducted our audit in accordance with auditing standards generally accepted in the Netherlands. Those standards require thatwe plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material mis-statement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial state-ments. An audit also includes assessing the accounting principles used and significant estimates made by management, as well asevaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
Opinion
In our opinion, the financial statements give a true and fair view of the financial position of the company on 31 December 2001and of the result for the year then ended in accordance with accounting principles generally accepted in the Netherlands and com-ply with the financial reporting requirements included in Part 9, Book 2 of the Dutch Civil Code.
Rotterdam, 11 March 2002
KPMG Accountants NV
63
Statutory provisions regarding the appropriation of profitsThe regulation regarding the appropriation of profits is contained in Article 17, Clauses 3 to 6 of the Articles of Association and issubstantially reflected as follows:
Preference shares
A dividend is paid on preference shares that is equal to the average Euro loan rate as applied by ABN AMRO Bank NV, raised bytwo percent. If and in so far as the profit is insufficient to allow this dividend to be paid in full, the Board of Management mayresolve to pay the shortfall out of the reserves. If and in so far as this dividend is also not paid out of the reserves, profit booked insubsequent years must first be used to pay, in full, the deficit owed to holders of preference shares before any dividend may be paidon financing preference shares and ordinary shares.
Financing preference shares
On every financing preference share of a series a dividend is paid that is equal to the interest on government loans with a (remain-ing) term of eight to nine years, as published in the official Price List of Euronext Amsterdam NV, effective for the last trading dayprior to the day the relevant series of preference shares was issued, raised or lowered as necessary depending on prevailing mar-ket conditions, by a surcharge equal to a maximum of two and a half percent points or a reduction of a maximum of half a percentpoint, which surcharge or reduction can vary per series. Once every ten years the dividend percentage of financing preference sharesof the relevant series will be adjusted to the then valid yield of the government loans applicable for this purpose, if necessary raisedor lowered by the surcharge, respectively reduction, mentioned above. If and in so far as the profit is insufficient to allow this divi-dend to be paid in full, the shortfall will be paid out of the reserves. If and in so far as this dividend also cannot be paid out of thereserves, profit booked in subsequent years must first be used to pay, in full, the deficit owed to holders of financing preferenceshares before any dividend may be paid on ordinary shares.
Ordinary shares
The Board of Management, with the approval of the Supervisory Board, decides how much of the profit remaining after the appli-cation of the above provisions will be reserved. The profit remaining after the application of these provisions is at the disposal ofthe General Meeting of Shareholders.
Proposal regarding the appropriation of profitIt shall be proposed to the General Meeting of Shareholders that the net result of 130.3 million euro be appropriated as follows:a sum of 32.3 million euro to holders of ordinary shares and the remaining 98.0 million euro to the general reserve. The dividendproposal is stated on page 17 of the report of the Board of Management.
Special statutory rights regarding controlNo individuals have a special statutory right regarding control of the company. No profit-sharing certificates have been issued.
Stichting Internatio-MüllerImtech N.V. granted Stichting Internatio-Müller an option on preference shares in the Company up to a maximum of sixty millionpreference shares in its share capital, with the proviso that the Stichting may only take preference shares up to a total nominal sumequal to the total nominal sum of all ordinary shares and financing preference share capital outstanding at the time the option rightis exercised. As is currently the case, if it has taken up its full option the Stichting may cast a maximum of 50% of the votes in aGeneral Meeting of Shareholders. In 2001, no preference shares were outstanding with the Stichting.
The current management of Stichting Internatio-Müller comprises Mr A.G. Jacobs, Mr P. Schwencke, Mr R.J. Nelissen and BV Trust-kantoor Gestor represented by Mr L.J.J.M. Lutz.
Histor ical summary of imtech N.V.
in millions of euros
64
Consolidated balance sheet on 31 decemberTangible fixed assetsFinancial fixed assets
Total fixed assets
Work in progressStocks
Less: instalments invoiced and advance payments received on orders
ReceivablesLiquid assets
Total current assets
Total assets
Called and paid-up capitalShare premium reserveRevaluation reserve for associated companiesOther reserves
Shareholders’ fundsMinority interests
Group fundsWIR equalization accountprovisionsSubordinated loanLong-term loansShort-term loansCurrent liabilities
Total liabilities
Balance sheet ratiosGroup capital : total liabilitiesLong-term capital : total fixed assetsTotal current assets : current liabilities
Consolidated cash flow statementCash flow from operationsCash flow from investing activitiesCash flow from financing activitiesChange in liquid assets
132.275.8
208.0
661.2128.6
789.8
628.9
160.9466.346.6
673.8
881.8
57.441.33.0
43.2
144.96.4
151.3–
64.390.811.094.9
469.5
881.8
0.241.531.19
38.9(134.6)
99.23.5
1998
129.011.7
140.7
756.2138.8
895.0
732.1
162.9514.0138.4
815.3
956.0
58.939.9
–93.8
192.66.7
199.3–
64.990.82.3
82.5516.2
956.0
0.212.541.36
103.517.8
(29.6)91.7
1999
110.93.5
114.4
860.472.6
933.0
865.7
67.3534.8332.6
934.7
1,049.1
60.939.0
–294.5
394.43.0
397.4–
78.190.81.8
41.8439.2
1,049.1
0.384.971.94
219.929.6
(55.3)194.2
2000
106.57.1
113.6
1,026.825.8
1,052.6
1,029.0
23.6576.1195.2
794.9
908.5
64.536.1
–149.9
250.52.5
253.0–
167.3–
1.340.0
446.9
908.5
0.283.711.63
160.0(94.1)
(203.3)(137.4)
2001
65
70.848.2
119.0
408.3112.4
520.7
430.8
89.9264.218.7
372.8
491.8
64.443.23.0
31.3
141.93.6
145.50.5
34.4–
38.428.5
244.5
491.8
0.301.841.37
––––
1992
62.944.2
107.1
325.2105.3
430.5
353.1
77.4233.872.2
383.4
490.5
64.443.23.0
45.9
156.54.2
160.7–
31.3–
40.426.1
232.0
490.5
0.332.171.49
61.4(4.0)(3.9)53.5
1993
60.555.5
116.0
243.697.2
340.8
267.8
73.0232.265.2
370.4
486.4
51.843.23.0
63.8
161.85.2
167.0–
33.8–
28.131.7
225.8
486.4
0.341.971.44
41.4(24.9)(23.5)(7.0)
1994
55.061.1
116.1
267.895.5
363.3
295.5
67.8257.575.1
400.4
516.5
53.842.13.0
79.9
178.85.9
184.7–
35.6–
22.434.6
239.2
516.5
0.362.091.46
52.7(30.0)(12.8)(9.9)
1995
58.967.5
126.4
355.1115.4
470.5
378.4
92.1290.053.4
435.5
561.9
55.141.73.0
71.0
170.86.4
177.2–
35.3–
19.545.1
284.8
561.9
0.321.841.32
69.7(84.6)(6.7)
(21.7)
1996
115.976.1
192.0
513.7123.0
636.7
527.9
108.8437.043.1
588.9
780.9
56.641.93.0
80.6
182.15.9
188.0–
67.8–
31.557.6
436.0
780.9
0.241.501.19
80.0(100.5)
10.2(10.3)
1997
Histor ical summary of imtech N.V.
in millions of euros
66
Consolidated profit and loss accountNet turnover
Total operating incomeTotal operating expenses
Operating result
Results from Group companies and securitiesInterests
Operating result after interest
Extraordinary income and charges
Group result before taxation
Taxation
Group result after taxation
Minority interest
Net result
Number of personnel at year-end Of which: in the Netherlands
outside the Netherlands
Figures per ordinary shareNumber of ordinary shares issued at year-endAverage number of outstanding shares
Cash flow
Net result before extraordinary income and charges
Net result
Shareholders’ funds at year-end
Dividend
Highest priceLowest priceClosing price
2,393.8
2,570.22,483.2
87.0
6.7(9.3)
84.4
14.7
99.1
(22.0)
77.1
(1.3)
75.8
12,0337,2584,775
25,298,66925,162,397
3.92
2.43
3.01
5.73
0.86
35.3914.7521.10
1998
2,645.7
2,772.22,670.7
101.5
2.7(12.5)
91.7
19.3
111.0
(26.1)
84.9
(1.1)
83.8
12,3077,6794,628
25,944,89425,675,634
4.21
2.51
3.27
7.42
0.95
24.0516.7520.80
1999
2,602.9
2,728.32,603.1
125.2
0.3(6.6)
118.9
137.3
256.2
(35.4)
220.8
(0.3)
220.5
10,6796,4454,234
26,851,54926,489,609
9.18
3.14
8.32
14.69
1.25
25.9016.9024.50
2000
2,007.6
2,040.41,944.0
96.4
0.55.1
102.0
59.5
161.5
(30.8)
130.7
(0.4)
130.3
14,3758,5595,816
25,879,54926,345,549
5.67
2.69
4.95
9.68
1.25
28.9518.9021.02
2001
1 After deduction of preference dividend and preference share capital.
2 Choice between cash or stock-dividend.
2 2
67
1,272.3
1,290.41,264.2
26.2
0.8(7.4)
19.6
(3.3)
16.3
(2.2)
14.1
(0.4)
13.7
8,9367,7431,193
22,812,75222,812,752
1.42
0.68
0.54
5.67
0.11
7.925.735.79
1992
1,330.1
1,264.41,233.3
31.1
2.3(3.9)
29.5
(5.4)
24.1
(2.1)
22.0
(1.0)
21.0
8,4087,3081,100
22,812,75222,812,752
1.59
1.11
0.87
6.31
0.25
9.595.629.59
1993
1,325.2
1,257.01,219.3
37.7
5.3(2.1)
40.9
(2.4)
38.5
(5.4)
33.1
(1.2)
31.9
7,8746,6921,182
22,812,75222,812,752
2.03
1.47
1.37
7.10
0.43
11.148.52
10.44
1994
1,360.1
1,390.61,342.3
48.3
3.3(2.5)
49.1
(0.1)
49.0
(9.3)
39.7
(1.1)
38.6
7,9356,6281,307
23,724,86423,374,048
2.30
1.66
1.65
7.54
0.54
13.0910.4812.58
1995
1,490.7
1,591.01,533.2
57.8
5.0(2.6)
60.2
–
60.2
(14.7)
45.5
(1.0)
44.5
8,5016,9191,582
24,290,48424,087,147
2.43
1.85
1.85
7.03
0.64
20.1912.5919.69
1996
1,740.2
1,760.11,692.3
67.8
8.2(3.4)
72.6
(0.6)
72.0
(18.8)
53.2
(0.6)
52.6
8,5236,9271,596
24,958,61524,748,160
2.70
2.15
2.12
7.30
0.73
33.4919.6528.95
1997
2 2 2 2
1 1 1
1 1
1
1
1
G L O S S A R Y
Commercial Building / Industry
CCTV: Closed Circuit TeleVision = a security system for buildings or manufacturing facilities in which a number of (video) cameras located at strategic points are linked
by cables to monitors and video recorders
Facility Management: the management, supervision and execution of services that support the customer’s primary process (accommodation, business house-
keeping, technology, external facilities, functional equipping of the facility) in so far as these services do not form part of this process
Imtech Security Management System: offering all the technical services integrated into one system in order to optimise the security of a building or manu-
facturing facility
LAN: Local Area Network = a communications network for the transmission of data, image, sound and voice in a building
LON: LonWorks Network Operating System = technical facilities (installations and systems) in a building that are fitted with a standard chip which enables the
integrated operation, management and interaction to be carried out from any point in the system
Outsourcing: the contracting-out of the responsibility for looking after (the maintenance of) technical installations and systems
Parachute Maintenance®: Imtech’s vision of industrial technical maintenance and management; via one contact point all the technologies that occur are bundled
into one total approach
Service process Management®: an Imtech Management principle aimed at guaranteeing the customer’s perception of quality via the structuring of the service
provision process through clear communication (protocols) and the possibility to continuously improve this process
Voice over IP: the merging of data and telephony whereby speech can be transmitted over a data network
Industry
Fluid Bed Technology: Imtech technology which, through a combination of heating, cooling, drying and vibration, enables (semi-finished products for) foodstuffs
and detergents, herbs, powders, dough and soya products to be manufactured quickly and free of bacteria
Measuring and Analysing: technology that measures and analyses the quantity and quality of the output from oil and gas fields
Engine Test Engineering: Imtech technology that can, in a very short time, test the technical performance of engines in order to check whether or not they fulfil
all the requirements
Pilot Plants: test/demonstration set-ups and scale models of technical solutions for the extraction of oil and gas
Piping: mechanical engineering activities involving pipes and cables and wiring in an industrial manufacturing environment
Stops: the technical renovation and up-grading of industrial manufacturing facilities for the purpose of which the production activities are temporarily halted
Maritime (technology)
Amphibious transport craft: Alternative Landing Ship Logistics (ALSL) = a transport craft that can either be docked against a pier or run onto a beach for the
loading and offloading of goods or people. Used for military and humanitarian actions.
FPSOs: Floating Production and Storage Offloading = oil storage ship (vessel) that can be connected to an oil field
Integrated Bridge: UniMACS 3000® = a patented Imtech cockpit in which all the technical systems on board a ship are integrated
Power Management Systems: Integrated technology for the total automation of generators including energy management and security
Semi Submersible Crane Vessels: crane islands (platforms) for use in deep water
Infrastructure
Traction switch: alternating current (AC) to direct current (DC) converter
Network Computing: IT solutions for the railway network
Telecoms
GSM: Global System for Mobile communication = the world standard for mobile networks via which data, image, sound and voice can be transmitted via a mobile
telephone
GPRS: General Packet Radio Services = the world standard for mobile telephony networks that enables data, image, sound and voice to be transmitted via a mobile
telephone at high speed (maximum 170 kbits/s – 15 times faster than with GSM)
Switch Houses: intersections in the (global) networks of Internet Service Providers which ensure the transmission of data, image, sound and voice via the Internet.
These intersections must comply with extremely stringent demands in the field of power provision and conditioning
UMTS: Universal Mobile Telecommunication System = the world standard for third-generation, broadband mobile telephony networks which enables data, image,
sound and voice as well as Internet and multi-media applications to be transmitted via a mobile telephone
68
C O L O P H O N
Text contributionSmink, van der Ploeg en Jongsma
Design and lay-outC&F Report Amsterdam B.V.
Imtech N.V.Kampenringweg 472803 PE GoudaPostbus 3992800 AJ GoudaThe NetherlandsTelephone + 31 (0) 182 543 543Fax + 31 (0) 182 543 [email protected]
� Transformation process complete: Internatio-Müller to continue as Imtech.Core activity is total technical service provision throughout Europe.
� Core activity Imtech’s growth as forecasted: turnover +33% (autonomous +16%),production +25% (autonomous +10%) and EBIT +16% (autonomous +8%).
� Imtech substantially strengthened through European acquisitions.� Well-filled order book (2,000 million euro): +19%.� ROM and Rheinelektra Technik integrate to form Imtech Deutschland, market
leader in Germany in building and industry markets.� Financing capacity for further expansion.� Imtech back in Euronext-Amsterdam’s Midkap index as of 4 March 2002.
H I G H L I G H T S
P R O F I L E
Imtech (formerly Internatio-Müller) has ‘Technology at heart’. Imtech is a European SystemIntegrator in information and communication technology, industrial automation, system tech-nology and electrical and mechanical engineering. Imtech is active in the building, industry,marine, infrastructure and telecom markets in the Netherlands, Germany, Belgium, England andSpain.
Imtech provides customers total technical service from one coordination or contact point withfull capability across the technological spectrum. This makes Imtech unique, because for everyimaginable project, large or small, at local, regional, national or European level, Imtech offersmade-to-measure competencies: from advice, design and installation to maintenance and management.
With over 14,000 professionals, all of whom have technology at heart, Imtech achieves aturnover of around 2 billion euro on an annual basis.
The shares in Imtech N.V. are listed on the Euronext-Amsterdam stock exchange (Midkap index)and also in the European Next 150 index.
The Imtech competence pyramid: total technical
solutions from one contact point
Competence pyramid
A N N U A L R E P O R T 2001
T E C H N O L O G Y A T H E A R T
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