Financial performance

Management summary

BAM realised satisfactory operational and financial results in the first year of the strategic plan ‘Building a sustainable tomorrow’. All the businesses improved their performance compared to 2020, except Dutch Civil engineering where the large contracts division continued to underperform. The other activities in the Netherlands, United Kingdom and Ireland, performed well, especially the Dutch residential activities which delivered a substantial contribution supported by high demand for new homes. 

The company is one year into our three-year strategic plan to create a more predictable, profitable and sustainable company. BAM made good progress with the operational de-risking of the company. 

The divestments of several business units, including BAM Swiss, BAM Deutschland and BAM Galère in Belgium, were announced and completed. In addition, the company announced the divestment of BAM Contractors in Belgium. The Group is in the final phase of the wind-down of BAM International. BAM fully repaid the revolving credit facility (RCF), the subordinated convertible bonds and accelerated the repayment of the Covid-19 tax deferrals. 

Covid-19 continued to impact the company; some projects sites were closed during the first quarter, people suffered from Covid-19 and debates with clients on costs reimbursements are ongoing. The order book is supported by good demand for infrastructure improvement, housing and sustainable buildings. At the same time, the company continues to face industry-wide pressure in some parts of our supply chain, with added uncertainty regarding energy costs, and high competition to attract and retain skilled employees.

As always discussions with clients regarding the timing and settlement of some claims are ongoing. Against this background, BAM is on track to deliver on the strategic targets for 2023.

Key financial results
(x € million, unless otherwise stated)

  2021 2020
Revenue 7,315 6,8091
Adjusted EBITDA2  278.4 200.8
Adjusted EBITDA margin 3.8% 2.9%
     
Net result attributable to     
shareholders  18.1 (122.2)
Earnings per share   7 cents (45) cents
Dividend proposal  0 cents 0 cents
     
Order book (end of period) 13,243 13,760

Includes revenues of BAM PPP, which was classified as discontinued operations.
 As of 2021, based on a benchmark on European listed Construction companies performed in 2020, BAM decided to use adjusted EBITDA as KPI to align with other peers in the industry. Adjusted  EBITDA consists of result before tax, excluding  restructuring costs, impairment charges, pension one-off, interest, depreciation and amortisation.


BAM recorded a positive adjusted EBITDA margin in line with its strategic agenda and communication to the markets. The adjusted EBITDA increased from €200.8 million (2020) to €278.4 million. This equates to an adjusted EBITDA margin of 3.8 per cent (2020: 2.9 per cent). 

There were strong results from the Construction and Property companies in the Netherlands and the United Kingdom. The overall Construction and Property results were affected by modest results in Belgium and Germany. 

The results of Civil engineering in Germany and the United Kingdom were robust. In the Netherlands, the results of Civil engineering reflected an underperformance in the large project division, other business units performed to plan.  

The adjusted EBITDA of BAM International improved to negative €12.2 million in 2021 (2020: negative €102.1 million). 

Analysis by business sector
(x € million, unless otherwise stated)

  2021 2020
  Revenue Adj. EBITDA Revenue Adj.EBITDA
Construction and        
Property  3,934  161.8 3,694 41.1
Civil engineering  3,344 103.4 2,949  94.3
  7,278 265.2 6,643 135.4
         
BAM PPP   13.7 534 26.7
BAM International    82  (12.1) 153 (102.1)
Eliminations and         
miscellaneous  (45)  11.6 (40) 140.83
Group revenue and        
adjusted EBITDA 7,315 278.4 6,809 200.8

3 Includes transfer of BAM PPP shares to PGGM.
4 Reported as revenue in discontinued operations.

Net result

The net result was impacted by non-cash impairments, driven by the effect of the (intended) divestments, changes in Dutch and United Kingdom tax laws and smaller other items.

The non-cash impairments relate to the intended divestment of BAM Contractors and the completed divestments of BAM Galère, both in Belgium, and BAM Deutschland. In addition, there was an impairment on the AsfaltNu asphalt production joint venture and an impairment for some property development positions in the Netherlands.

The tax effect on net result is impacted by the increase in tax rates in the UK and the Netherlands, the change on tax loss settlement rules in the Netherlands, recognition of additional deferred tax assets due to improved business forecasts and non tax deductible operational losses and impairments relating to divestments. 

The overall effective tax rate in 2021 is 74 per cent; without these items this would have been around 23 per cent.

Adjusted EBITDA to net result
(x € million, unless otherwise stated)

  2021 2020
     
Adjusted EBITDA  278.4 200.8
Depreciation and amortisation (145.4)  (159.4)
Interest charge  (12.2) (7.1)
Restructuring and other exceptional costs  (6.5)  (44.7)
Impairment charges (48.5) (74.7)
Pension one-off - 1.2
     
Result before tax 65.8 (83.9)
     
Income tax (48.8)  (38.5)
Non-controlling interests 1.1 0.2
Net result attributable to shareholders    
of the Company 18.1 (122.2)


Earnings per share

The number of outstanding ordinary shares of the Group amounted to 273.3 million in 2021, which was the same as in 2020. Earnings per share amounted to 7 euro cents (2020: -/- 45 euro cents).

Dividend proposal

BAM’s policy is to pay out 30 to 50 per cent of the net result for the year subject to considering the balance sheet structure supporting the strategic agenda and the interests of the shareholders. In 2021 BAM repaid the remaining unsecured convertible bond, which lowered the capital base by €120 million. Taking into account that BAM has the ambition to improve the capital ratio to 20 per cent by 2023 (end 2021: 14.5 per cent) no dividend over 2021 will be proposed.

Order book

Total order book declined to €13.2 billion, a reduction of €0.5 billion compared to 2020. In the Civil engineering sector, total order book increased strongly with €0.5 billion, of which €237 million in the United Kingdom and €136 million in The Netherlands. 

The reduction of €0.9 billion in the orderbook within Construction and Property related mainly to the divestment of BAM Deutschland. 

The project margin on the new order intake remained in line with BAM’s selective tendering procedures. Of the current total order book position, €6.0 billion (2020: €6.0 billion) is expected to be carried out in 2022 and €8.8 billion (2020: €9.9 billion) in the years after. 

Cash flow

Cash flow1
(x € million, unless otherwise stated)

  2021 2020
     
Cash flow of operations2 222 24
Change in Working capital 142 504
Change in provisions and Pensions (44) 86
Cash flow from Operating Activities 320 614
     
Cash flow from Investing Activities (166) 60
Cash flow from Financing Activities (661) 295
Increase / decrease in cash position (507) 969
     
Cash and cash equivalents beginning period 1,789 854
Change in assets and liabilities held for sale (42) (6)
Exchange rate differences, other changes3 45 (28)
Cash and cash equivalents  1,285 1,789

1 Based on the IFRS cash flow statement.
2 Net result for the period adjusted for depreciation and amortisation, impairment charges and other non-cash elements.
3 Includes cash change assets held for sale.


In 2021, the improved operational performance resulted in a robust cash flow from earnings. Working capital further improved by €142 million. The improvement was supported by continued strong cash collection, which resulted in further lowering of receivables while BAM continued to respect the payment conditions of the supply chain. 

The cash outflow for provisions and pensions of €44 million mainly relates to the cost reduction program initiated September 2020, progress on the execution of underperforming projects and related to pension payments. 

Cash flow from investing activities included €94 million related to the divestment of subsidiaries. Cash flow from financing activities was €661 million negative, mainly due to the repayment of the €400 million RCF and €120 million unsecured subordinated convertible bond. 

As a consequence of the divestment process of the Belgian companies BAM Galère (completed 3 February 2022) and BAM Contractors (announced 15 February 2022) these assets and liabilities are reported under assets held for sale, which had a negative cash impact of €42 million. 

The exchange rate of the British pound had a positive effect of €45 million.

10 Financial position
(x € million, unless otherwise stated)

  2021 2020
Cash position  1,285 1,789
Interest-bearing debt (66) (635)
Net (debt) cash before lease liabilities  1,219 1,154
     
Lease liabilities (215) (294)
Net (debt) cash 1,004 860
     
Shareholders’ equity 654 583
Capital base 654 702
Balance sheet total 4,496 5,225
Capital ratio 14.5% 13.4%
     
Capital employed 1,273 1,959
Return on average capital employed 5.6% (4.2%)


Compared to year end 2020, BAM’s liquidity position declined to around €1.3 billion. In 2021 the company reduced its interest bearing debt through the full repayment of the €400 million RCF and the €120 million unsecured subordinated convertible bond. 

The positive cashflow from working capital included the repayment of approximately €115 million of Covid-19 defferred VAT and salary tax payments, of which €99 million accelerated. 

The decline of lease liabilities is explained by the divestment of BAM Deutschland, reclassification of two Belgium companies as assets held for sale and relatively limited number of new rental agreements for office space. As at 31 December 2021, a net cash position was achieved of €1,219 million (2020: €1,154 million net cash position). This position comprised of cash and cash equivalents of €1,285 million minus borrowings of €66 million. 

Shareholders' equity and capital base

The positive contribution of BAM’s net result of €18m led to an increase of BAM’s equity. The following elements explain the other movements in the shareholders’ equity of the Group; 

  • The actuarial results increased, mainly due to lower discount rates, with a positive impact of €28 million after taxes on equity;
  • Increased FX rate GBP leading to a positive net impact on equity of €22 million. 

The capital base, decreased with €48 million to €654 million (2020: 702 million); the increase in equity was more than offset by the repayment of the convertible bonds in the second quarter of 2021 (€120 million).

Capital Ratio

BAM’s capital ratio improved to 14.5 per cent compared to 13.4 per cent at the end of 2020. Shareholders’ equity increased by €70 million, mainly due to actuarial gains, positive exchange rate effect and net result. The capital base of BAM declined due to the repayment of the remaining €120 million unsecured subordinated convertible bond. The negative effect of the lower capital base on the capital ratio was more than compensated by a €729 million decline in the balance sheet total. 

The decline is explained by the full repayment of the RCF, the accelerated repayment of the VAT, the repayment of the unsecured subordinated bond and the divestment of BAM Deutschland. 

Capital employed

As per 31 December 2021, the average capital employed amounted to circa €1.4 billion, a decrease of €0.4 billion compared to 2020. This is mainly driven by the reduction of cash and cash equivalents (current assets). The non-current assets decreased in the year with €94million (2020: decrease with €134 million). This is mainly driven by a decrease in the carrying amount of property, plant and equipment (PP&E), a decrease on the Right of Use Assets, which both are only partly offset by an increase in the pension assets in the United Kingdom. 

The intangible assets (predominantly containing goodwill) with a carrying amount of €346 million, increased with €12 million compared to 2020. Goodwill is tested bi-annually, in 2021 there was no trigger to impair. The carrying amounts of joint venture investments (accounted for using the equity method) remained relatively stable during the year (from €256 million to €253 million).

Recourse banking covenants

The company was well within the limits of all its recourse banking covenants as at 31 December 2021; the recourse leverage ratio was minus 8.5 (≤ 2.5), the recourse interest coverage ratio was 19.1 (≥ 4.0) and the recourse solvency ratio was 21.1 per cent (≥ 15 per cent). Solvency for covenants differs from the capital ratio, since it is based on IFRS as applied by the Group for the year 2019, amongst others excluding IFRS 9 and, with regard to IFRS 16, it has been agreed to leave all leases out of scope for covenant testing. Further, the covenant calculations exclude all direct equity effects resulting from derivatives and pensions.

As at 31 December 2021, total borrowings amounted to €281 million (2020: €929 million), of which €34 million (2020: €78 million) concerned non-recourse debt. 
The non-recourse debt related to property development decreased with €50 million in 2021.

The other part, recourse debt, amounted at year end to €247 million. The recourse net debt, part of the recourse leverage ratio in BAM’s financing arrangements, comprised mainly lease liabilities with €215 million, which is a decrease compared to last year related to the divestments. 

11 Borrowings
(x € million, unless otherwise stated)

  2021 2020
Non-recourse debt    
PPP  9 3
Property 21 71
Other 4 4
  34 78
     
Subordinated convertible bonds   119
Syndicated credit facility   400
     
Recourse debt    
Property 27 38
Lease liabilities 215 294
Other 5 -
  247 332
     
Borrowings  281 929


Net working capital

The net working capital (current assets excluding cash and cash equivalents minus current liabilities excluding current borrowings and current lease liabilities) as at 31 December 2021 amounted to minus €1,298 (2020: minus €1,210 million). 

Gross investment in property development was reduced with €91 million in 2021 to €413 million (2020: €504 million), as a consequence of property sales, divestments and an impairment charge of €11.6 million. Net investment in property development, considering associated borrowings, amounted to €367 million (2020: €395 million).

Other balance sheet items

Provisions
Provisions, other than post-employment benefits, decreased by €117 million to €210 million as at 31 December 2021, predominantly due to the divestment of BAM Deutschland €76 million , transfers to assets held for sale €15 million net decrease of the restructuring provision of €24 million. 
In addition, the onerous contracts provision decreased with €11 million.

Deferred tax assets and liabilities
The Group has deferred tax assets of €87 million (2020: €106 million). The decrease in the deferred tax asset was predominantly related to the impairment of Dutch and Belgian deferred tax assets of €19 million (mainly relating to newly enacted tax loss settlement rules in the Netherlands) and the non-recognition of tax losses for the financial year 2021 in Belgium and Germany of €7.8 million. On the other hand, the recognition of the tax losses for the German Civil activities and tax rate change in the Netherlands positively impacted the deferred taxes.

Tax

The tax line includes on balance €33.5 million of one-off non-cash tax items, consisting of the change on tax loss settlement rules in the Netherlands (minus €28 million), the increase in tax rates in the United Kingdom and the Netherlands (minus €10 million), recognition of additional deferred tax assets due to improved business forecasts (positive €18.4 million) and non-tax deductible operational losses and impairments relating to divestments (minus €13.9 million). The overall effective tax rate in 2021 is 74 per cent; without these items this would have been around 23 per cent.

On corporate income tax, taxes on wages, social security contributions and VAT, the Group paid a total amount of €735 million in 2021 (2020: €577 million). Cash tax paid is seriously impacted by government measures to allow companies to defer tax payments. In the Netherlands and the United Kingdom, BAM has opted to make use of such deferral possibility resulting in approximately €117 million unpaid taxes, of which €115 million in the Netherlands and the remainder in the United Kingdom per 31 December 2021.

12 Total taxes paid in 2021
(x € million, unless otherwise stated)

   Taxes %  Revenue  %
Netherlands 356 48 2,821 39
United Kingdom 275 37 2,345 32
Belgium 21 3 546 7
Germany 57 8 551 8
Ireland 10 1 554 8
Rest of the world 17 2 498 7
Total 735  100 7,315 100

Construction and Property 

13 Analysis by geography*
(x € million, unless otherwise stated)

  2021 2020
   Revenue

 Adj.
EBITDA

Revenue  Adj.
EBITDA
Netherlands 1,722  130.2 1,629 87.2
United Kingdom1 1,066   30.9 894 4.3
Ireland  497 9.8 399 (5.1)
Total Platform for        
growth 3,285 170.9 2,922 86.4
         
Belgium 331 2.4 322 (7.2)
Germany2 318  (11.4) 451 (38.1)
         
Total Manage for        
value 649 (9.0) 773 (45.3)
Eliminations and        
miscellaneous   (0.1) - -
Total sector 3,934 161.8 3,695 41.1
         
    2021   2020
Trade working        
capital efficiency   (17.5%)   (16.8%)
Revenue growth   6.5%   (9.9%)
Adj. EBITDA margin   4.1%   1.1%
         
Order book    5,280   6,184
Order book growth   (14.6%)   0.8%

1 The British pound exchange rate had a €31 million positive effect on revenues, and a €119 million positive effect on the development of the order book.
2 BAM Deutschland was deconsolidated in mid-October 2021, impact on year-end order book circa €850 million.
* Excluding BAM International

Revenue in Construction and Property increased with €239 million (6 per cent) to €3,934 million, driven by strong increase in all platform for growth countries. Revenue in the Netherlands increased with €93 million compared to 2020, due to strong market demands in the residential sector. In the United Kingdom revenue recovered from the COVID-19 impact in 2020. The same implies for Ireland.

In the manage for value businesses, Germany decreased with €133m (-/- 29 per cent) as result of restrictive tendering and the divestment as per October 2021.

The adjusted EBITDA for 2021 amount to €162 million (2020: €41 million). The activities in the Netherlands, United Kingdom and Ireland delivered a margin of 5.2 per cent, while the activities in Belgium and Germany made a modest negative adjusted EBITDA due to the performance of BAM Deutschland in the second half-year which resulted in a total margin of 4.1%.

The Dutch Construction and Property activities again performed strongly, driven by residential. The exceptional first half year was followed by a good second half, and Dutch house sales for full year 2021 totalled 2,485 (2020: 2,379). Approximately 75 per cent of the homes were sold to private buyers. BAM’s total gross investment in property decreased by €91 million to €413 million at the end of 2021, also supported by the divestment of some larger commercial properties in the Netherlands. BAM will continue to invest in new development opportunities, with a focus on Dutch residential and a clear development horizon.

In the United Kingdom, adjusted EBITDA was €30.9 million, equivalent to a margin of 2.9 per cent. The stronger first half year included a positive claim settlement. In Ireland, adjusted EBITDA improved in the second half year following the lifting of Covid-19 restrictions.

The sale of BAM Deutschland to Zech Group and Gustav Zech Stiftung was completed on 15 October 2021. BAM still shares responsibility some projects. In December BAM announced the divestment of BAM Gal re to the Belgian construction group Thomas & Piron. This transaction was completed on 3 February 2022. The order book in Construction and Property declined by €0.9 billion (15 per cent) in 2021 to €5.3 billion. Excluding the impact of the divestment of BAM Deutschland the order book was unchanged. The order book in the Netherlands reduced by 9 per cent to approximately €2.4 billion, which is a solid level.

In the Netherlands, tender negotiations take longer as a consequence of cost inflation. The order book in the United Kingdom grew by €0.5 billion to €1.7 billion, including €119 million due to the stronger British pound, with large project wins in 2021 including the Co-op Live Arena in Manchester, and Space House and 11 Belgrave Road in London.

Civil engineering

14 Analysis by geography*
(x € million, unless otherwise stated)

  2021 2020
   Revenue  Adj. EBITDA Revenue  Adj. EBITDA
Netherlands  1,243 (0.3) 1,325 61.9
United Kingdom1 1,295 41.0 974 23.4
Ireland 136 7.9 70 (1.2)
Total platform for        
growth 2,674 48.6 2,369 84.1
         
Belgium 295 21.5 233 9.7
Germany 378 33.3 350 0.5
Total manage for        
value 673 54.8 583 10.2
Eliminations and        
miscellaneous (3) - (3) -
Total sector 3,344  103.4  2,949  94.3
         
    2021   2020
Trade working        
capital efficiency    (16.5%)    (10.4%)
Revenue growth   13.4%   (1.2%)
Adj. EBITDA        
margin   3.1%   3.2%
         
Order book    8,042   7,519
Order book growth   7.0%   23.8%

1 The British pound exchange rate had a €37 million positive effect on revenues and a €283 million positive effect on the development of the order book.
* Excluding BAM International


BAM’s Civil engineering revenue in 2021 grew by €395 million (13 per cent) compared to 2020. This was attributable to the 33 per cent revenue increase in the United Kingdom, also driven by a high activity level on some larger projects. Revenue in the Netherlands declined by 6 per cent year on year.

Adjusted EBITDA for the business line improved by 10 per cent to €103.4 million, with the sharp deterioration in the Netherlands more than offset by improvement in all other countries. 

The low adjusted EBITDA contribution of Dutch Civil engineering reflected the underperformance in the large contracts division. A constructive dialogue with a client is ongoing on a major contract under construction. Given the advanced stage of this dialogue the significant financial impact of the envisaged outcome has been incorporated in the results accordingly. 

This overshadowed the satisfactory performance at the regional and other Dutch infrastructure activities. In the United Kingdom, the adjusted EBITDA contribution further improved at a high activity level on some major projects. In Ireland, performance improved in the second half year 2021. The activities in Germany and Belgium had a positive contribution. 

On 3 February 2022, the divestment was completed of BAM Galère, which had contributed approximately €200 million to revenues in 2021. Furthermore, BAM has announced the divestment of BAM Contractors on 15 February 2022. After completion of this transaction, which is expected in the second quarter, BAM is no longer active in the Belgian civil engineering market.

The order book increased by €0.5 billion (7 per cent) to €8 billion in 2021. In the Netherlands, the order book grew by 7 per cent, despite the Group’s descision not to tender for several large projects. The order book in the United Kingdom grew for the fourth consecutive year with an increase of €237 million (6 per cent), driven by a positive foreign exchange rate effect of €284 million. New orders included framework agreements for which actual orders will be placed subsequently. Ireland was stable.

PPP

BAM PPP completed its first year under the new ownership structure of 50:50 ownership with Dutch pension fund PGGM. BAM’s share of the net result for 2021 was €13.7 million. The joint venture had a positive year and has a healthy pipeline of prospects and active bids. In 2021 the BAM PPP consortium was selected as the preferred bidder for the first project within a larger Belgium school building programme which will see 40 schools procured through public-private partnerships. 

BAM PPP also, at the request of the client, divested a UK Healthcare project to the client ahead of the 2025 contractual end date. At year-end 2021 there were 41 operational projects (2020: 41) with a further 6 under construction (2020: 7) and one at preferred bidder stage, making 47 PPP projects in total (2020: 48). BAM PPP has active projects at various stages of procurement across its home markets, is pursuing selective PPP projects in targeted new markets and is engaged in investment opportunities in the digital infrastructure and energy transition markets.

BAM International

BAM International reported an adjusted EBITDA of negative €12.2 million (2020: adjusted EBITDA negative €102.1 million). BAM is in the final phase of the wind-down of BAM International and most projects have been completed. BAM International is in discussion regarding the final settlement of two projects in the Middle East.

Outlook 2022

The Group is on track with the execution of the strategic plan 2023. Market circumstances are generally positive. The Group continues to face industry-wide pressure in some parts of our supply chain, with added uncertainty regarding energy costs, and high competition to attract and retain skilled employees. 

Discussions with some of our clients regarding the timing and settlement of some substantial claims are ongoing. For 2022, the Group expects a further improvement of the adjusted EBITDA margin. The Group continues to invest in strategic initiatives and project specific equipment.

 

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