Notes to the company financial statements

1. Summary of significant accounting policies

1.1 Basis of preparation

The company financial statements of Royal BAM Group nv (‘the Company’ or ‘BAM’) have been prepared in accordance with Part 9, Book 2 of the Dutch Civil Code. In accordance with subsection 8 of section 362, Book 2 of the Dutch Civil Code, the recognition and measurement principles applied in these parent company financial statements are the same as those applied in the consolidated financial statements (see note 2 to the consolidated financial statements). 

Regarding IFRS 9 combination 3, the Group has applied the Dutch ‘RJ 100.107a’ regarding expected credit losses. Therefore the expected credit losses on receivables from subsidiaries have not been included in the company financial statements, since these have been eliminated within the book value of the receivables.

1.2 Investments in subsidiaries

Investments in subsidiaries are measured at net asset value. The net asset value is calculated using the accounting policies, as described in note 2 to the consolidated financial statements. The net asset value of subsidiaries comprises the cost, excluding goodwill, of BAM’s share in the net assets of the subsidiary plus BAM’s share in income or losses since acquisition, less dividends received.

1.3 Income tax

Corporate income tax is allocated to the subsidiaries forming part of the fiscal unit, as if they were independent taxable entities.

 

2. Property, plant and equipment

 (x €1,000) Other assets
   
As at 1 January 2019  
Cost 27,794
Accumulated depreciation and impairments (19,034)
  8,760
   
Additions 8,417
Disposals (2)
Reclassifications (6)
Depreciation charges (4,849)
  3,560
   
As at 31 December 2019  
Cost 36,193
Accumulated depreciation and impairments (23,873)
  12,320
   
Additions 8,785
Disposals (1)
Reclassifications -
Depreciation charges (5,260)
  3,524
   
As at 31 December 2020  
cost 44,977
Accumulated depreciation and impairments (29,133)
  15,844

 

3. Right-of-use assets

 

Land and
buildings

Cars

Total

As at 1 January 2019 132 3,474 3,606
       
Additions 35 2,149 2,184
Depreciation charges (69) (1,407) (1,476)
  (34) 742 708
       
As at 31 December 2019 98 4,216 4,314
       
Additions 11 1,704 1,715
Remeasurement (44) (186) (230)
Depreciation charges (47) (1,841) (1,888)
Reclassifications - (15) (15)
  (80) (338) (418)
       
As at 31 December 2020 18 3,878 3,896

Additional information on right-of-use assets is disclosed in note 8 to the consolidated financial statements.

 

4. Intangible assets

 

Goodwill

Non-integrated software

Other

Total

As at 1 January 2019        
Cost 512,685 6,859 883 520,427
Accumulated amortisation and impairments (157,088) (1,141) (243) (158,472)
  355,597 5,718 640 361,955
         
Additions - 1,111 - 1,111
Amortisation charges - (1,496) (88) (1,584)
Exchange rate differences 7,230 - - 7,230
   7,230  (385)  (88)  6,757
As at 31 December 2019        
Cost 519,915 7,946 883 528,744
  (157,088) (2,613) (331) (160,032)
  362,827 5,333 552 368,712
         
Additions - 1,705 - 1,705
Amortisation charges - (1,816) (88) (1,904)
Impairment charges* (43,400) - - (43,400)
Exchange rate differences (7,446) - - (7,446)
  (50,846) (111) (88) (51,045)
         
As at 31 December 2020        
Cost 512,469 9,651 883 523,003
Accumulated amortisation and impairments (200,488) (4,429) (419) (205,336)
  311,981 5,222 464 317,667

* Impairment charges relates to the goodwill of BAM International (€22 million), BAM Germany (€12 million) and Kairos nv (€9 million).See note 27 of the notes to the consolidated financial statements.

 

5. Financial assets

 

Shares
insubsidiaries

Receivables
from
subsidiaries

Other
participating
interests

Total


As at 1 January 2019 773,814 380,007 648 1,154,469
Net result for the year 28,114 - - 28,114
Dividends (18,589) - - (18,589)
Adjustments in group structure (38) - - (38)
Capital contributions 22,500 - - 22,500
Loans granted and repayments - (73,815) - (73,815)
Hedging reserve (30,745) - - (30,745)
Remeasurements of post-employment benefit obligations (63,735) - - (63,735)
Exchange rate differences 15,634 - - 15,634
As at 31 December 2019 726,955 306,192 648 1,033,795
         
Net result for the year  (137,342)  -  -  (137,342)
Dividends  (95,156)  -  -  (95,156)
Reclassifications  (90,828)  68,174  116,776  94,122
Capital contributions  -  -  -  -
Loans granted and repayments  -  (9,516)  -  (9,516)
Hedging reserve  62,793  -  -  62,793
Remeasurements of post-employment benefit obligations  2,176  -  -  2,176
Exchange rate differences (7,811)  -  -  
As at 31 December 2020 460,787 364,850 117,424 943,061

6. Deferred tax assets

  2020 2019
     
Deferred tax assets 79,494 114,046
  79,494 114,046

Deferred tax assets include the liquidation of old property development activities in Germany and the tax loss carry-forwards of the operations in the Netherlands to the extent that the realisation of the related tax benefit through future taxable profits is probable offset against deferred tax liabilities. Additional information on deferred tax assets and liabilities is disclosed in note 24 to the consolidated financial statements.

 

7. Receivables

  2020 2019
     
Amounts due from subsidiaries 22,513 23,173
Amounts due from joint ventures 2,310 -
Prepayments and accrued income 21,764 15,269
  46,587 38,442

Receivables are due within one year.

 

8. Cash and cash equivalents

  2020 2019
     
Cash at bank and in hand 1,167,229 220,850
  1,167,229 220,850

Cash and cash equivalents are at the free disposal of the Company.

 

9. Equity attributable to shareholders of the Company

At year-end 2020, the authorised capital of the Group was 400 million ordinary shares (2019: 400 million) and 600 million preference shares (2019: 600 million), all with a nominal value of €0.10 per share (2019: €0.10 per share). 

All issued shares have been paid in full.

Movements in the number of ordinary shares are as follows:

 

Number of ordinary
shares

Number of
treasury
shares

Number of ordinary 
shares
in issue

       
As at 1 January 2019 278,779,019 5,483,002 273,296,017
Repurchase of ordinary shares - 4,482,030 (4,482,030)
Awarded LTI shares - - -
Dividends 628,430 (3,853,600) 4,482,030
As at 31 December 2019 279,407,449 6,111,432 273,296,017
       
Repurchase of ordinary shares - - -
Awarded LTI shares - - -
Dividends - - -
As at 31 December 2020 279,407,449 6,111,432 273,296,017

Movements in shareholders’ equity are as follows:

 

  Attributable to the shareholders of the Company
 

Issued and paid capital

Share premium

Reserves


Retained 
earnings

Net result


Total


             
As at 1 January 2019 27,879 811,432 (164,966) 30,913 23,773 729,031
             
Net result for the year - - - - 11,846 11,846
Appropriation of result       23,773 (23,773) -
Dividends 62 (62) - (19,456) - (19,456)
Remeasurements of post-employment benefit obligations - - - (68,125) - (68,125)
Cash flow hedges - - (30,745) - - (30,745)
Repurchase of ordinary shares - - - (16,889) - (16,889)
Share-based payments  -  -  -  (46)  -  (46)
Exchange rate differences  -  -  22,864  -  -  22,864
Development cost  -  -  (10,800)  (10,800)  -  -
Other  -  -  -  (36)  -  (36)
As at 31 December 2019  27,941  811,370  183,647)  (39,066)  11,846  628,444
             
Net result for the year  -  -  -  - (101,445)   (101,445)
Appropriation of result        11,846  (11,846)  -
Dividends  -  -  -  -  -  -
             
Remeasurements of post-employmentbenefit obligations - - - (1,940) - (1,940)
Cash flow hedges - - 94,579 - - 94,579
Repurchase of ordinary shares  -  -  -  -  -  -
Share-based payments  -  -  -  -  -
Exchange rate differences  -  - (10,597)  - (10,597)
Other  -  -  83,406  (88,265)  -  (4,859)
As at 31 December 2020  27,941 811,370   (16,259)  (117,425) (101,445)  604,182

9.1 Reserves and retained earnings

Reserves comprise amounts for (cash flow) hedging, translation differences and legal reserve related to joint ventures. The legal reserves are required by Dutch law. Distributions to the shareholders of the Company are restricted to the extent of the balance.

The hedging reserve amounts to nil (2019: €95 million negative) and the translation reserve €99 million negative (2019: €89 million negative). The total reserves include additions in 2020 in legal reserves of AsfaltNu of €6 million (see note 5 of the notes to the consolidated financial statements) and in respect of the joint venture BAM PPP of €77 million (see note 37.3 of the notes to the consolidated financial statements).

For a further breakdown of the reserves see note 16 and 17 of the notes to the consolidated financial statements.

The total equity attributable to the shareholders of the Company amounts to €604 million and differs from the consolidated equity attributable to the shareholders of the Company with €21 million. The difference relates to the negative equity value of a certain subsidiary which has been valued at nil. The Company does not foresee an outflow of cash and expects that the equity will be positive in near future. The difference has been recognised in the net result for the year.

9.2 Dividends per share

The Company proposed to declare a dividend over the financial year 2019 of 2 eurocents in cash per ordinary share or in shares, at the option of the shareholders with repurchase of shares to offset dilution. This proposed dividend was withdrawn in 2020 in light of Covid-19 circumstance. Over 2020 no dividend is proposed. 

10. Provisions

  2020 2019
     
Subsidiaries 62,371 -
Employee benefits 18,193 14,712
Other provisions 1,600 -
  82,164 14,712

The provision subsidiaries relates to the negative equity value of a BAM International bv which has been valued at nil. The Company does foresee an outflow of cash for the amount of the negative equity value.

11. Borrowings

  2020 2019
     
Subordinated convertible bonds - 120,451
Revolving credit facility 400,000 -
  400,000 120,451

Additional information on borrowings is disclosed in note 19 to the consolidated financial statements.

 

12. Lease liabilities

 

2020

2019

     
Lease liabilities 3,931 4,392
  3,931 4,392

Additional information on lease liabilities is disclosed in note 20 to the consolidated financial statements.

 

13. Other liabilities

  2020 2019
     
Amounts due to subsidiaries 1,322,349 985,833
Subordinated convertible bonds 118,670 -
Other liabilities 42,482 38,647
  1,483,501 1,024,480

In response to Covid-19, the Group made use of the temporary deferral of tax payments (value added tax and wage tax) granted by certain tax authorities for a total amount of €6 million. An amount of €5 million has been reflected under the non-current liabilities. The other liabilities mainly consist of trade and other payables.

14. Internal charges

The internal charges represent services that have been charged to the other Group companies.

 

 

15. Employee benefit expenses

  2020 2019
     
Wages and salaries 36,178 28,282
Social security costs 3,731 2,870
Pension costs - defined contribution plans 2,942 2,218
Pension costs - defined benefit plans 142 166
  42,993 33,536

At year-end 2020, the Company had 339 employees in FTE (2019: 307). The average number of employees in FTE amounted to 323 (2019: 289). There are no employees in other countries than the Netherlands.

16. Finance income and expense

  2020 2019
     
Finance income    
- Interest income - intercompany 6,819 8,686
- Interest income - cash at banks - 307
- Interest income - other financial assets - 4
- Other finance income 1,077 1,840
  7,896 10,837
     
Finance expense    
- Subordinated convertible bonds 7,365 7,189
- Committed syndicated credit facility 6,126 185
- Bank fees - committed syndicated credit facility 1,411 2,708
- Interest expense - cash at banks 2,326 -
- Interest expense - intercompany 1,478 2,413
- Interest expense on lease liabilities 52 54
- Recourse property financing 93 87
- Other recourse financing 2,099 300
  20,950 12,936
     
Net finance result (13,054) (2,099)

Additional information on finance income and expense is disclosed in note 30 to the consolidated financial statements.

17. Related parties

The Company has entered into arrangements with a number of its subsidiaries and affiliated companies in the course of its business. These arrangements relate to service transactions and financing agreements and were conducted at market prices. Additional information on key management compensation is disclosed in note 38 to the consolidated financial statements.

18. Commitments and contingencies

18.1 Guarantees

The Company has issued parent company guarantees amounting to €186 million (2019: €178 million) at year-end.

18.2 Third-party liability

The Company is jointly and severally liable for the debts of the subsidiaries based in the Netherlands pursuant to section 403, Book 2 of the Dutch Civil Code.

The Company, together with other participants, has a joint and several liability for deficits in the Group’s cash pool as a whole.

The Company forms a fiscal unity with BAM’s major Dutch and certain other subsidiaries for income tax and VAT purposes and, for that reason, it is jointly and severally liable for the Dutch income tax and Dutch VAT liabilities of the whole fiscal unity.

Bunnik, the Netherlands, 17 February 2021

Supervisory Board: Executive Board:
H.Th.E.M. Rottinghuis R.J.M. Joosten
G. Boon L.F. den Houter
B. Elfring  
D. Koopmans  
M.P. Sheffield  
H. Valentin  

 

Geen naam gevonden

Geen naam gevonden