Notes to the consolidated financial statements
1. General information
Royal BAM Group nv (‘the Company’ or ‘BAM’), its subsidiaries (together, ‘the Group’) and the Group’s participations in joint operations and investments in associates and joint ventures offers its clients a substantial package of products and services in the sectors Construction and property, Civil engineering and Public Private Partnerships (‘PPP’). The Group is mainly active in the Netherlands, the United Kingdom, Ireland, Belgium, and Germany. The Group is also involved in specialist construction and civil engineering projects in niche markets worldwide.
The Company is a public limited company, which is listed on Euronext Amsterdam, with its registered seat and head office in Bunnik, the Netherlands. The address of the Company’s head office is Runnenburg 9, 3981 AZ, Bunnik, the Netherlands.
On 23 February 2022, the Executive Board and the Supervisory Board authorised the financial statements for issue. The financial statements as presented in this report are subject to the adoption by the Annual General Meeting on 13 April 2022.
The Company is registered in the Commercial Register of the Chamber of Commerce under number 30058019.
2. Summary of significant accounting policies
The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
2.1 Basis of preparation
The consolidated financial statements of the Group have been prepared in accordance with International Financial Reporting Standards (‘IFRS’) as adopted by the European Union and also comply with the financial reporting requirements included in Part 9 of Book 2 of the Dutch Civil Code, as far as applicable.
The consolidated financial statements have been prepared under the historical cost convention, unless otherwise stated.
The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to make judgements, estimates and assumptions that affect the application of the Group’s accounting policies and the reported amounts of assets and liabilities, income and expense. The areas involving a higher degree of judgments or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in note 4.
2.1.1 Assessment on Covid-19
On 11 March 2020, the World Health Organisation officially declared Covid-19, the disease caused by novel coronavirus, a global pandemic. Covid-19, as well as the measures introduced to slow the spread of the virus, have since had a significant impact on the global economy and the markets the Group operates in.
The pandemic significantly impacted the business and performance of the Group in 2020, but gradually recovered from the second half of 2020 and is continuing to recover to date. In 2021, the Group felt the impact on projects of certain macro-economic effect of the global pandemic, such as the delays in supply chain, overall price increases of certain building materials and higher transportation costs.
Benefits from the cost saving measures implemented in 2020 were realised in 2021, combined with the performance in construction and property, mainly in the residential market. The Group repaid in 2021 the revolving credit facility of €400 million that was drawn in 2020 as a pre-cautionary measure, as well as the subordinated convertible bond of €119 million. As of 31 December 2021, the Group assesses that whilst the world is still living in the midst of Covid-19, it currently impacts the Group’s financial performance to a lesser extent than in previous year. The estimation uncertainty on the valuation of deferred tax assets, projects, land and building rights and property developments has reduced as Covid-19 has become of a lesser impact in estimating the Group’s forecasts and projections. Nonetheless, the Group will continue to closely monitor the impact of Covid-19 in the operations of the business and any impact on the Group’s forecasts and projections that might result from this pandemic.
Net impairments recognised during the year relate to property developments and property, plant and equipment and are not primarily driven by the impact of Covid-19. An impairment test was performed on goodwill which did not reveal any impairment losses, also not due to Covid-19, as at year end.
In 2021, there are no new temporary deferral of tax payments (value added tax and wage tax) granted by certain authorities, besides those granted in 2020 in response to Covid-19. Total repayments in 2021 amount to €115 million of which an amount of €99 million was early repaid in the Netherlands. The total deferral of tax payments amount to approximately €120 million as of 31 December 2021 (31 December 2020: €234 million). An amount of €9 million has been included in trade and other payables and the long term part amounts to €111 million, which is to be settled in 2023 up to 2027, forms part of the social security and other taxes in the non-current liabilities in the consolidated statement of financial position. The Group also received wage subsidies from certain governmental (furlough) scheme in connection with Covid-19 amounting to €3 million (2020: €12 million).
2.1.2 Assessment on Climate-related matters
The Group is taking steps to reduce footprint and create sustainable environments. The Group has a defined sustainability strategy that focuses on the themes of decarbonization, circularity, climate adaptation and biodiversity. The Group is working towards a 50 per cent relative reduction of own carbon emissions in 2030 and recycling or re-using 100 per cent of construction and office waste by 2025. On a long term basis, the group’s ambition is to have a net positive impact on climate and resources by 2050. This can be achieved by supply chain collaboration, innovation and digital thinking through products and realising products through circular business models.
This paragraph is intended to explain the extent to which climate change affects the Group’s financial statements. Significant judgement may be required to identify the accounting considerations that are relevant to the Group’s specific facts and circumstances. The public focus on nitrogen emission and Per- and polyfluoro alkyl substances (“PFAS”) in the Netherlands and perfluorooctane sulfonate (“PFOS”) in Belgium is getting stronger. This could provide a hurdle for construction companies in securing construction permits as rules are evolving and getting stricter. This could lead to postponements of projects coming in the market. Although the potential implications might be significant, projects were barely affected by this in 2021. The impact of nitrogen emissions, PFAS and PFOS are closely monitored by the Group. These were also considered in our projections and forecasts and did not change the overall view of our estimates. The Group also assessed the impact of climate-related matters on the current financial performance and concluded that it did not significantly impact key areas of the financial statements. The initiatives to carry out the sustainability strategy themes mainly impact future periods’ investments and expenditures and to a lesser extent the expenditures during the year. These initiatives include stimulating the use of electric vehicles, use of green energy, sourcing of sustainable materials and reducing waste. It does not currently add estimation uncertainties or result in changes to significant judgements in areas such as inventories, income taxes, fair value measurement of asset and liabilities. An impairment was identified, partly due to climate-releated matters, in AsfaltNu, an asphalt production joint venture, for which the Group’s share of impairment charge is €6 million. Any impairments identified in property developments and assets under construction in property plant and equipment were not caused by the effect of climate change, but rather due to other facts and circumstances. Climate-related matters also did not lead to recognition of additional provisions or contingencies in 2021. The useful lives of right of use assets and tangible fixed assets are also not affected in 2021, but initiatives encouraging the use of electric hybrid or vehicles would gradually change the composition of the Group’s fleet. The impact of climate-related matters will be continuously monitored by the Group in the future.
2.1.3 Changes in accounting policies and disclosures
(a) Application of new and revised standards
The group applied for the first-time certain standards and amendments, which are effective for annual periods beginning on or after 1 January 2021. The Group has not yet early adopted any other standard, interpretation or amendment that has been issued but is not yet effective.
The Interest Rate Benchmark Reform Phase 2 amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 The amendments provide temporary reliefs which address the financial reporting effects when an interbank offered rate (IBOR) is replaced with an alternative nearly risk-free interest rate (RFR). The amendments include the following practical expedients:
- A practical expedient to require contractual changes, or changes to cash flows that are directly required by the reform, to be treated as changes to a floating interest rate, equivalent to a movement in a market rate of interest
- Permit changes required by IBOR reform to be made to hedge designations and hedge documentation without the hedging relationship being discontinued
- Provide temporary relief to entities from having to meet the separately identifiable requirement when an RFR instrument is designated as a hedge of a risk component
These amendments has no material impact on the consolidated financial statements of the Group. The Group did not use the practical expedients in 2021 but the Group intends to use these in future periods if they become applicable.
COVID-19-Related Rent Concessions (Amendment to IFRS 16)
On 28 May 2020, the IASB issued Covid-19-Related Rent Concessions - amendment to IFRS 16 Leases. The amendments provide relief to lessees from applying IFRS 16 guidance on lease modification accounting for rent concessions arising as a direct consequence of the Covid-19 pandemic. As a practical expedient, a lessee may elect not to assess whether a Covid-19 related rent concession from a lessor is a lease modification. A lessee that makes this election accounts for any change in lease payments resulting from the Covid-19 related rent concession the same way it would account for the change under IFRS 16, if the change were not a lease modification. Although the Group has received rental concessions in some contracts, this amendment has no impact on the consolidated financial statements of the Group as it has chosen not to apply and does not plan to adopt the practical expedient.
(b) New standards and interpretations in issue but not yet effective
A number of new standards and amendments to standards and interpretations are effective for annual periods beginning after 1 January 2021 and have not been applied in preparing these consolidated financial statements. None of these are expected to have a significant effect on the consolidated financial statements of the Group.
Amendments to IFRS 16 Leases: Covid-19-Related Rent Concessions beyond 30 June 2021 (issued on 31 March 2021)
The amendment was intended to apply until 30 June 2021, but as the impact of the Covid-19 pandemic is continuing, on 31 March 2021, the IASB extended the period of application of the practical expedient to 30 June 2022.The amendment applies to annual reporting periods beginning on or after 1 April 2021. The Group has not received Covid-19-related rent concessions in 2021, and does not plan to apply the practical expedient if it becomes applicable within allowed period of application.
Onerous Contracts – Costs of Fulfilling a Contract – Amendments to IAS 37
In May 2020, the IASB issued amendments to IAS 37 to specify which costs an entity needs to include when assessing whether a contract is onerous or loss-making. The amendments apply a “directly related cost approach”. The costs that relate directly to a contract to provide goods or services include both incremental costs and an allocation of costs directly related to contract activities. General and administrative costs do not relate directly to a contract and are excluded unless they are explicitly chargeable to the counterparty under the contract. The amendments are effective for annual reporting periods beginning on or after 1 January 2022. The impact of this amendment for the Group is expected to be limited.
Definition of Accounting Estimates - Amendments to IAS 8
In February 2021, the IASB issued amendments to IAS 8, in which it introduces a definition of ‘accounting estimates’. The amendments clarify the distinction between changes in accounting estimates and changes in accounting policies and the correction of errors. Also, they clarify how entities use measurement techniques and inputs to develop accounting estimates. The amendments are effective for annual reporting periods beginning on or after 1 January 2023 and apply to changes in accounting policies and changes in accounting estimates that occur on or after the start of that period. Earlier application is permitted as long as this fact is disclosed. The amendments are not expected to have a material impact on the Group.
Classification of liabilities as current or non-current - Amendments to IAS 1
The amendments clarify:
- What is meant by a right to defer settlement
- That a right to defer must exist at the end of the reporting period
- That classification is unaffected by the likelihood that an entity will exercise its deferral right
- That only if an embedded derivative in a convertible liability is itself an equity instrument would the terms of a liability not impact its classification
The amendments are currently effective for annual reporting periods beginning on or after 1 January 2023. However, the IASB is undertaking a project to revise the amendments and proposed to defer the effective date to no earlier than 1 January 2024. The group is monitoring these developments.
Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2)
In February 2021, the IASB issued amendments to IAS 1 and IFRS Practice Statement 2 Making Materiality Judgements, in which it provides guidance and examples to help entities apply materiality judgements to accounting policy disclosures. The amendments aim t help entities provide accounting policy disclosures that are more useful by replacing the requirement for entities to disclose their “signficant” accounting policies with a requirement to disclose their “material” accounting policies and adding guidance on how entities apply the concept of materiaity in making decisions about accounting policy disclosures. The amendments to IAS 1 are applicable for annual periods beginning on or after 1 January 2023 with earlier application permitted. Since the amendments to the Practice Statement 2 provide non-mandatory guidance on the application of the definition of material to accounting policy information, an effective date for these amendments is not necessary. The Group is currently assessing the impact of the amendments to determine the impact they will have on the Group’s accounting policy disclosures.
Amendments to IAS 12 Income Taxes: Deferred Tax related to Assets and Liabilities arising from a Single Transaction (issued on 7 May 2021) The amendments narrow the scope of the initial recognition exemption (IRE) so that it does not apply to transactions that give rise to equal and offsetting temporary differences. As a result, companies will need to recognise a deferred tax asset and a deferred tax liability for temporary differences arising on initial recognition of a lease and a decommissioning provision. The amendments apply for annual reporting periods beginning on or after 1 January 2023. Earlier application is permitted. The Group is currently assessing the impact of the amendment. There are no other IFRSs or IFRIC interpretations that are not yet effective that would be expected to have a material impact on the Group.
Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.
The Group applies the acquisition method to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The Group recognises any non-controlling interest in the acquiree on an acquisition-by-acquisition basis, either at fair value or at the non-controlling interest’s proportionate share of the recognised amounts of acquiree’s identifiable net assets. Acquisition-related costs are expensed as incurred.
If the business combination is achieved in stages, the acquisition date carrying value of the acquirer’s previously held equity interest in the acquiree is remeasured to fair value at the acquisition date; any gains or losses arising from such remeasurement are recognised in the income statement.
Any contingent consideration to be transferred by the Group is recognised at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration that is deemed to be an asset or liability is recognised in accordance with IFRS 9 either in the income statement or as a change to other comprehensive income. Contingent consideration that is classified as equity is not remeasured and its subsequent settlement is accounted for within equity.
The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the identifiable net assets acquired is recorded as goodwill. If the total of consideration transferred, non-controlling interest recognised and previously held interest measured is less than the fair value of the net assets of the subsidiary acquired in the case of a bargain purchase, the difference is recognised directly in the income statement.
Intercompany transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated. When necessary amounts reported by subsidiaries have been adjusted to conform with the Group’s accounting policies.
(b) Changes in ownership interests in subsidiaries without change of control
Transactions with non-controlling interests that do not result in loss of control are accounted for as equity transactions – that is, as transactions with the owners in their capacity as owners. The difference between fair value of any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in equity. Gains or losses on disposals to non-controlling interests are also recorded in equity.
(c) Disposal of a business
When the Group ceases to have control in a business, any retained interest in the entity is remeasured to its fair value at the date when control is lost, with the change in carrying amount recognised in the income statement. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognised in other comprehensive income in respect of that business are accounted for as if the Group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognised in other comprehensive income are reclassified to the profit or loss.
Associates are all entities over which the Group has significant influence but not control, accompanying a shareholding of between 20 and 50 per cent of the voting rights or based on the representation on the board of directors. Investments in associates are accounted for using the equity method of accounting. Under the equity method, the investment is initially recognised at cost and the carrying amount is increased or decreased to recognise the investor’s share of the profit or loss of the investee after the date of acquisition.
The Group’s investment in associates includes goodwill identified on acquisition.
If the ownership interest in an associate is reduced but significant influence is retained, only a proportionate share of the amounts previously recognised in other comprehensive income is reclassified to the income statement, where appropriate. The Group’s share of post-acquisition profit or loss is recognised in the income statement and its share of post-acquisition movements in other comprehensive income is recognised in other comprehensive income with a corresponding adjustment to the carrying amount of the investment. When the Group’s share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the Group does not recognise further losses, unless it has incurred legal or constructive obligations or made payments on behalf of the associate.
The Group determines at each reporting date whether there is any objective evidence that the investment in the associate is impaired. If this is the case, the Group calculates the amount of impairment as the difference between the recoverable amount of the associate and its carrying value and recognises the amount in the income statement.
Profits and losses resulting from transactions between the Group and its associate are recognised in the Group’s financial statements only to the extent of unrelated investor’s interests in the associates. Unrealised losses are eliminated unless the transaction provides evidence of an impairment of the asset transferred. When necessary amounts reported by associates have been adjusted to conform with the Group’s accounting policies.
(e) Joint arrangements
Investments in joint arrangements are classified as either joint ventures or joint operations depending on the contractual rights and obligations. Joint ventures are joint arrangements whereby the Group and other parties that have joint control of the arrangement have rights to the net assets of the joint venture. The parties to the arrangement have agreed contractually that control is shared and decisions regarding relevant activities require unanimous consent of the parties which have joint control of the joint venture.
Joint ventures are accounted for using the equity method. Under the equity method of accounting, interests in joint ventures are initially recognised at cost and adjusted thereafter to recognise the Group’s share of the post-acquisition profits or losses and movements in other comprehensive income. When the Group’s share of losses in a joint venture equals or exceeds its interests in the joint ventures (which includes any long-term interests that, in substance, form part of the Group’s net investment in the joint ventures), the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the joint ventures.
Unrealised gains on transactions between the Group and its joint ventures are eliminated to the extent of the Group’s interest in the joint ventures. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Joint operations are joint arrangements whereby the Group and other parties that have joint control of the arrangement have rights to the assets and obligations for the liabilities, relating to the joint operation. The Group recognises its share in the joint operations’ individual revenues and expenses, assets and liabilities and includes it on a line-by-line basis with corresponding items in the Group’s financial statements.
2.3 Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the Executive Board. The Executive Board considers the business from a sector perspective and identifies Construction and Property, Civil engineering and PPP (share of result of investment) as operating segments.
2.4 Foreign currency translation
(a) Functional and presentation currency
Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (‘the functional currency’). The consolidated financial statements are presented in ‘euro’ (€), which is the Group’s presentation currency.
(b) Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are remeasured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement within ‘exchange rate differences’.
(c) Group companies
The results and financial position of the group companies that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
- assets and liabilities for each balance sheet are translated at the closing rate at the date of that balance sheet;
- income and expenses for each income statement are translated at average exchange rates; and
- all resulting exchange rate differences are recognised separately in equity in ‘other comprehensive income’.
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate. Exchange rate differences arising are recognised in ‘other comprehensive income’.
(d) Exchange rates
The following exchange rates of the euro against the pound sterling (£) have been used in the preparation of these financial statements:
|Closing exchange rate|
|Average exchange rate|
2.5 Property, plant and equipment
Property, plant and equipment are stated at historical cost less accumulated depreciation and impairment losses. Historical cost includes expenditure that is directly attributable to the acquisition or construction of the items.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. Other costs are charged to the income statement during the financial period in which they are incurred.
Land is not depreciated. Depreciation on other assets is calculated using the straight-line method to allocate their cost to their residual values over their estimated useful lives, as follows:
|Equipment and installations||10%-25%|
|Furniture and fixtures||10%-25%|
The assets’ residual values and useful lives are reviewed and adjusted if appropriate, at the end of each reporting period.
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount (note 2.8).
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised within ‘other operating expenses’ in the income statement.
2.6 Right-of-use assets
The Group recognizes right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Unless the Group is reasonably certain to obtain ownership of the leased asset at the end of the lease term, the recognised right-of-use assets are depreciated on a straight-line basis over the shorter of its estimated useful life and the lease term. Right-of-use assets are subject to impairment testing. The estimated useful life of the leased assets are as follows:
|Land and buildings||The majority of the lease contracts in land and builings has a useful life up to 31 years|
|Cars||1 to 10 years|
|Equipment||1 to 11 years|
|IT equipment||1 to 6 years|
|Other||1 to 10 years|
Leases regarding land and buildings mainly include office spaces and are leased for longer periods of time (10-25 years). Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The length of the period when certainty can be achieved, differs and is dependent on the contract negotiations with the lessor and the required office space. Usually, the Group is able to be reasonably certain if an option is exercised around two years before the lease term ends.
The renewal options for leases of cars are not included as part of the lease term because the Group typically leases cars for not more than six years and, hence, is not exercising any renewal options. These cars are used both by office as project management employees.
Lease terms for equipment and installation may vary and are generally connected to the execution of projects or to housing in the offices buildings. The other leases are insignificant to the total leased asset portfolio. See note 20. Lease liabilities for information on potential future rental payments relating to periods following the exercise date of extension and termination options that are not included in the lease term.
The Group applies the short-term lease recognition exemption to its short-term leases (i.e., those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). It also applies the lease of low-value assets recognition exemption that are considered of low value (i.e., below €5,000). Lease payments on short-term leases and leases of low-value assets are recognised as expense on a straight-line basis over the lease term.
The Group determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if it is reasonably certain not to be exercised.
For several leases, the Group has renewal/extension options. The Group applies judgement in evaluating whether it is reasonably certain to exercise the option to renew. That is, it considers all relevant factors that create an economic incentive for it to exercise the renewal. After the commencement date, the Group reassesses the lease term if there is a significant change in circumstances that is within its control and affects its ability to exercise (or not to exercise) the option to renew (e.g., a change in business strategy).
The assessment of whether the Group is reasonably certain to exercise such options impacts the lease term, which affects the amount of lease liabilities and right-of-use assets recognised.
2.7 Intangible assets
Goodwill arises on the acquisition of subsidiaries and represents the excess of the consideration transferred over the Group’s interest in net fair value of the net identifiable assets, liabilities and contingent liabilities of the acquiree and the amount of the non-controlling interest in the acquiree.
For the purpose of impairment testing, goodwill acquired in business combinations is allocated, at acquisition date, to the cash- generating units (CGUs) or groups of CGUs expected to benefit from that business combination. Each unit to which the goodwill is allocated represents the lowest level within the entity at which the goodwill is monitored for internal management purposes.
Goodwill impairment reviews are undertaken annually or more frequently if events or changes in circumstances indicate a potential impairment. The carrying value of the CGU containing the goodwill is compared to the recoverable amount, which is the higher of value in use and the fair value less costs of disposal. Any impairment is recognised immediately as an expense and is not subsequently reversed.
(b) Non-integrated software
Non-integrated software is stated at cost less accumulated amortisation and impairment losses. Amortisation on non-integrated software is calculated using the straight-line method to allocate their cost to their residual values over their estimated useful lives (between four and ten years). The assets’ residual values and useful lives are reviewed and adjusted if appropriate, at the end of each reporting period.
Other intangible assets relate to market positions ( including brand names) and development cost and are stated at cost less accumulated amortisation and impairment losses.
Research cost are expensed as incurred. Development cost on an individual project are recognised as an intangible asset when the following can be demonstrated:
- technical feasibility of completing the intangible asset so that the asset will be available for use or sale;
- its intention to complete and its ability and intention to use or sell the asset;
- how the asset will generate future economic benefits;
- the availability of resources to complete the asset;
- the ability to measure reliably the expenditure during development.
Following initial recognition of the development expenditure as an asset, the asset is carried at cost less any accumulated amortisation and accumulated impairment losses. Amortisation of the asset begins when development is complete and the asset is available for use. Additional recognition of cost of development may apply when development continues. It is amortised over the period of expected future benefit. Amortisation is recorded in depreciation and amortisation charges. During the period of development, the asset is tested for impairment annually.
Amortisation on other intangible assets is calculated over their estimated useful lives (generally between two and ten years). The assets’ useful lives are reviewed and adjusted if appropriate, at the end of each reporting period.
2.8 Impairment of non-financial assets
Intangible assets that have an indefinite useful life or intangible assets not ready to use are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are largely independent cash inflows (CGUs). Prior impairments of non-financial assets (other than goodwill) are reviewed for possible reversal at each reporting date.
2.9 Assets and liabilities held for sale and discontinued operations
Non-current assets and disposal groups are classified as held for sale if their carrying amount will be recovered through a sale transaction rather than through continuing use. For this to be the case the asset (or disposal group) must be available for immediate sale in its present condition and its sale must be highly probable. Non-current assets (or disposal groups) classified as held for sale are measured at the lower of the asset’s carrying amount and the fair value less costs to sell. Depreciation or amortisation of an asset ceases when it is classified as held for sale. Equity accounting ceases for an investment in a joint venture or associate when it is classified as held for sale.
A discontinued operation is a component of the Group that either has been disposed of or is classified as held for sale, and represents a separate major line of business or geographical area of operations or is part of a single co-ordinated plan to dispose of a separate major line of business or geographical area of operations. Results from discontinued operations that are clearly identifiable as part of the component disposed of and that will not be recognised subsequent to the disposal are presented separately as a single amount in the income statement. Results from discontinued operations are reclassified for prior periods and presented in the financial statements so that the results and cash flows from discontinued operations relate to all operations that have been discontinued as of the balance sheet date for the latest period presented.
2.10 Financial assets
Management determines the classification of its financial assets at initial recognition. The classification depends on the purpose for which the financial assets were acquired or issued. In principle, the financial assets are held in a business model whose objective is to collect contractual cash flows over the lifetime of the instrument. The Group’s financial assets comprise ‘PPP receivables’, ‘other financial assets’, ‘derivative financial instruments’, ‘(trade) receivables – net’, ‘contract receivables, ‘due from related parties’, ‘other receivables’, ‘other financial assets’ and ‘cash and cash equivalents’ in the balance sheet.
The Group classifies its financial assets in the classes ‘debt instruments at amortized costs’, ‘financial assets at fair value through profit and loss’ and ‘derivative financial instruments’ (note 2.13). debt instruments at amortised costs are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for maturities greater than twelve months after the end of the reporting period which are classified as non-current assets. Debt instruments that do not meet Solely Payments of Principal and Interest (SPPI) criterion (for which the test is performed at instrument level) are classified at other financial assets at fair value through profit or loss.
2.10.2 Recognition and measurement
Regular purchases and sales of financial assets are recognised on the date on which the Group commits to purchase or sell the asset. Investments are initially recognised at fair value plus transaction costs for all financial assets not carried at fair value through profit or loss. Financial assets carried at fair value through profit or loss are initially recognised at fair value and transaction costs are expensed in the income statement, which also applicable for net changes in fair value after initial recognition. Trade receivables that do not contain a significant financing component are initially measured at the transaction price determined under IFRS 15. (See note 2.26 for revenue recognition). Debt instruments, other than those initially measured in accordance with IFRS 15, are subsequently carried at amortised cost using the effective interest method and are subject to impairment. The Group measures debt instruments at amortised cost if both of the following conditions are met:
the debt instruments is held with the objective to hold financial assets in order to collect contractual cash flows;
the contractual terms of the debt instruments give rise on specified dates to cash flows that are solely payments of principal and Interest on the principal amount outstanding.
Financial assets are derecognised when the rights to receive cash flows from the investments have expired or have been transferred and the Group has transferred substantially all risks and rewards of ownership. Gains and losses are recognised in profit or loss when the asset is derecognised, modified or impaired.
2.11 Offsetting financial instruments
Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously. The legally enforceable right must not be contingent on future events and must be enforceable in the normal course of business and in the event of default, insolvency or bankruptcy of the company or the counterparty.
2.12 Impairment of financial assets
If the credit risk on a financial asset, not held at fair value through profit or loss, has not increased significantly since initial recognition, the loss allowance for that financial instrument is the 12-month expected credit losses (ECL). If the credit risk on a financial asset has significantly changed since initial recognition the loss allowance equals the lifetime expected credit losses. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows.
Indications of increase in credit risk for financial assets are if a debtor or a group of debtors:
- experience significant financial difficulty;
- are in default or delinquency in interest or principal payments;
- have increased probability of default;
- other observable data resulting in increased credit risk.
For all financial assets, not held at fair value through profit or loss, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows discounted at the financial asset’s original effective interest rate, taking into account the value of collateral, if any. The carrying amount of the asset is reduced and the amount of the loss is recognised in the income statement. If a loan has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.
ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the next 12-months (a 12-month ECL). For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected over the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL).
For trade receivables, contract assets and contract receivables, the Group applies a simplified approach in calculating ECLs. Therefore, the Group does not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date. The Group has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment. If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the reversal of the previously recognised impairment loss is recognised in the income statement.
2.13 Derivative financial instruments and hedging activities
Derivatives are only used for economic hedging purposes and not as speculative investments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured at their fair value. The method of recognising the resulting gain or loss depends on whether the derivative is designated as a hedging instrument and if so, the nature of the item being hedged. The Group designates the derivatives as hedges of a particular risk associated with a recognised asset or liability or a highly probable forecast transaction or the foreign currency risk of the unrecognised Group’s commitment.
The Group documents at the inception of the transaction the relationship between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking various hedging transactions. The Group also documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in fair values or cash flows of hedged items. A hedging relationship qualifies for hedge accounting if it meets all of the following effectiveness requirements:
- there is ‘an economic relationship’ between the hedged item and the hedging instrument;
- the effect of credit risk does not ‘dominate the value changes’ that result from that economic relationship;
- the hedge ratio of the hedging relationship is the same as that resulting from the quantity of the hedged item that the Group actually hedges and the quantity of the hedging instrument that the Group actually uses to hedge that quantity of hedged item.
The fair values of the derivative financial instruments used for hedging purposes are disclosed in note 21. Movements on the hedging reserve in other comprehensive income are shown in note 17. The full fair value of a hedging derivative is classified as a non-current asset or liability when the remaining hedged item is more than twelve months and as a current asset or liability when the remaining maturity of the hedged item is less than twelve months.
The effective portion of changes in the fair value of cash flow hedges is recognised in other comprehensive income. The gain or loss relating to the ineffective portion is recognised immediately in the income statement within ‘finance income/expense’.
Amounts accumulated in equity are reclassified to the income statement in the periods when the hedged item affects profit or loss. The gain or loss relating to the effective portion of interest rate swaps hedging variable rate borrowings is recognised in the income statement within ‘finance income/expense’. The gain or loss relating to the effective portion of forward foreign exchange contracts is recognised in profit or loss within ‘operating result’.
When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing in equity at that time remains in equity and is recognised when the forecast transaction is ultimately recognised in the income statement. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately transferred to the income statement within ‘finance income/expense’.
Land, building rights and property developments are recorded at the lower of cost and net realisable value. The Group capitalises interest on finance raised to facilitate the development of specific projects once development commences and until practical completion, based on the total actual finance cost incurred on the borrowings during the period. When properties are acquired for future redevelopment, interest on borrowings is recognised in the income statement until redevelopment commences. Raw materials and finished goods are stated at the lower of cost and net realisable value. Cost is determined using the ‘first-in, first-out (FIFO) method’. Net realisable value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses.
2.15 Construction contracts
The Group defines a construction contract as a contract specifically negotiated for the construction of an asset. On the balance sheet, the Group reports the net contract position for each (construction) contract as either an contract asset or a contract liability. A contract asset is recognised when the Group has a right to consideration in exchange for goods or services that the entity has transferred to a customer when that right is conditioned on something other than the passage of time. A contract receivable is an amount to be billed for which payment is only a matter of passage of time. A contract liability is recognised when the Group has an obligation to transfer goods or services to a customer for which the entity has received consideration (or the amount is due) from the customer. A provision for onerous contracts is recognised when the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received under it.
For further guidelines regarding construction contracts see paragraph 2.26 revenue recognition under (a).
2.16 Trade and other receivables
Trade receivables are amounts due from customers for services performed in the ordinary course of business. If collection is expected in one year or less, they are classified as current assets. If not, they are presented as non-current assets.
Trade and other receivables, other than those measured in accordance to IFRS 15, are recognised
2.17 Cash and cash equivalents
In the consolidated statement of cash flows, cash and cash equivalents includes cash in hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less and bank overdrafts. In the consolidated balance sheet, bank overdrafts are shown within ‘borrowings’ in current liabilities.
2.18 Share capital
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new ordinary shares are shown in equity as a deduction, net of tax, from the proceeds. When share capital is repurchased in order to prevent dilution as a result of the share-based compensation plan, the consideration paid, including directly attributable costs, net of tax, is deducted from equity. Repurchased shares (treasury shares) are presented as a deduction from total equity. When treasury shares are sold or re-issued subsequently, any amount received is recognised as an increase in equity, and the resulting surplus or deficit on the transaction is transferred to/from retained earnings.
2.19 Trade and other payables
Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities.
Trade and other payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.
Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently carried at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the income statement over the period of the borrowings using the effective interest method (in case not attributable to property development projects).
Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a prepayment for liquidity services and amortised over the period of the facility to which it relates.
The subordinated convertible bonds are separated into liability and equity components based on the terms of the contract. On issuance of the subordinated convertible bonds, the fair value of the liability component is determined using a market rate for an equivalent non-convertible instrument. This amount is classified as a financial liability measured at amortised cost (net of transaction costs) until it is extinguished on conversion or redemption. The remainder of the proceeds is allocated to the conversion option that is recognised and included in equity (after tax). The carrying amount of the conversion option is not remeasured in subsequent years.
Transaction costs are deducted from equity, net of associated income tax. Transaction costs are apportioned between the liability and equity components of the subordinated convertible bonds, based on the allocation of proceeds to the liability and equity components when the instruments are initially recognised.
2.21 Lease liabilities
At the commencement date of the lease, the Group recognizes lease liabilities measured at the present value of lease payments to be made over the lease term. Lease payments include fixed payments (including in- substance fixed payments) less any lease incentives receivable, non-lease components related to the leased asset, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Group and payments of penalties for terminating a lease, if the lease term reflects the Group exercising the option to terminate. The variable lease payments that do not depend on an index or a rate are recognised as an expense in the profit and loss.
In calculating the present value of lease payments, the Group uses the incremental borrowing rate at the lease commencement date, if the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the in-substance fixed lease payments or a change in the assessment to purchase the underlying asset.
The Group has applied judgement to determine the lease term, which affects the amount of right-of-use assets and lease liabilities recognised. See note 20 Lease liabilities.
- has not separated non-lease components from lease components and instead each lease component and any associated non-lease components are accounted for as a single lease component. Variable lease payments such as petrol for cars or variable maintenance fees for buildings are excluded from the measurement of the lease liability;
- used a single discount rate to a portfolio of leases with reasonably similar characteristics. The Group determined incremental borrowing rates that are currency specific and vary with the length of the contract. The Group has used a more high-level method to determine the incremental borrowing rate. The Group has assessed the impact of the incremental borrowing rate determined using this method on the value of the lease liabities using a sensitivity analysis. Based upon this analysis, the Group concludes that the impact of using this method to determine the incremental borrowing rate has no material impact on the value of the lease liabilities.
A lease modification is a change in the scope of a lease, or the consideration for a lease, that was not part of the original terms and conditions of the lease - e.g. adding or terminating the right to use one or more underlying assets. Lease modifications are accounted for either as separate leases or not separate leases.
The Group accounts for lease modifications as separate lease if both:
- the modification increases the scope of the lease by adding the right to use one or more underlying assets; and
- the consideration for the lease increases by an amount equivalent to the stand-alone price for the increase in scope and any appropriate adjustments to that stand-alone price to reflect the circumstances of the particular contract.
For a lease modification that is not accounted for as a separate lease, the Group shall remeasure the lease liability using a revised discount rate. The adjustment to the lease liability is accounted for against the right of use asset with no profit and loss impact, with the exception of decreases in scope of the lease. In this case, a gain or loss to reflect the partial or full termination is recognized.
Sale and leaseback transactions
A sale and leaseback transaction comprises two separate transactions:
- the sale of an asset previously held by the selling entity; and
- an agreement to lease the same asset, usually from the purchasing entity.
The Group applies the requirements for determining when a performance obligation is satisfied in IFRS 15 to determine whether the transfer of an asset is accounted for as a sale. When the transfer of the asset satisfies the requirements of IFRS 15, the Group, as a seller-lessee measures the right-of-use asset arising from the leaseback at the proportion of the previous carrying amount of the asset that relates to the right of use retained by the seller-lessee. Accordingly, the Group recognizes only the amount of any gain or loss that relates to the rights transferred to the buyer-lessor.
2.22 Current and deferred income tax
The tax expense for the period comprises current and deferred tax. Tax is recognised in the income statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income respectively directly in equity.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the Group operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.
Deferred income tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill; deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are re-assessed at each reporting date and are recognised to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.
Deferred income tax liabilities are provided on taxable temporary differences arising from investments in subsidiaries, associates and joint arrangements, except for deferred income tax liability where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future.
Deferred income tax assets are recognised on deductible temporary differences arising from investments in subsidiaries, associates and joint arrangements only to the extent that it is probable the temporary difference will reverse in the future and there is sufficient taxable profit available against which the temporary difference can be utilised.
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income taxes assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.
2.23 Employee benefits
(a) Pension obligations
A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. The Group has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods. A defined benefit plan is a pension plan that is not a defined contribution plan.
Typically defined benefit plans define an amount of pension benefit that an employee will receive on retirement, usually dependent on one or more factors such as age, years of service and compensation.
The liability recognised in the balance sheet in respect of defined benefit pension plans is the present value of the defined benefit obligation at the end of the reporting period less the fair value of plan assets. The defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of high-quality corporate bonds that are denominated in the currency in which the benefits will be paid and that have terms to maturity approximating to the terms of the related pension obligation. In countries where there is no deep market in such bonds, the market rates on government bonds are used.
Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited in other comprehensive income in the period in which they arise.
Current service costs of defined benefit plans are recognised immediately in the income statement, as part of ‘employee benefit expenses’, and reflect the increase in the defined benefit obligation resulting from employee service in the current year, benefit changes, curtailments and settlements.
Past-service costs are recognised immediately in the income statement. Interest expenses are included in the ‘employee benefit expenses’.
For defined contribution plans, the Group pays contributions to administered pension insurance plans on a mandatory, contractual or voluntary basis. The Group has no further payment obligations once the contributions have been paid. The contributions are recognised as employee benefit expense when they are due. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in the future payments is available.
(b) Other employment obligations
Other employment obligations comprise jubilee benefits, retirement gifts, temporary leaves and similar arrangements and have a non-current nature. These obligations are stated at present value.
(c) Termination benefits
Termination benefits are payable when employment is terminated by the Group before the normal retirement date, or whenever an employee accepts voluntary redundancy in exchange for these benefits. The Group recognises termination benefits at the earlier of the following dates: (a) when the Group can no longer withdraw the offer of those benefits; and (b) when the entity recognises costs for a restructuring and involves the payment of termination benefits. In the case of an offer made to encourage voluntary redundancy, the termination benefits are measured based on the number of employees expected to accept the offer. Benefits falling due more than 12 months after the end of the reporting period are discounted to their present value.
2.24 Share-based payments
Performance Share Plan
The Group operates an equity-settled share-based compensation plan. The fair value of the employee services received in exchange for the grant of the shares is recognised as cost with a corresponding credit entry of equity. The total expense is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. The total amount to be expensed is determined by reference to the fair value of the shares granted:
- including a market performance condition based on the Company’s share price;
- excluding the impact of any service and non-market performance vesting conditions; and
- including the impact of any non-vesting conditions.
At the end of each reporting period, the Group revises its estimates of the number of shares that are expected to vest based on the non-market vesting conditions and service conditions. It recognises the impact of the revision to original estimates, if any, in the income statement within ‘personnel expenses’, with a corresponding adjustment to equity.
In addition, in some circumstances employees may provide services in advance of the grant date and therefore the grant date fair value is estimated for the purposes of recognising the expense during the period between service commencement period and grant date.
These shares contain a dividend right, to which the same conditions apply as to the performance shares and are re-invested.
Provisions for warranties, restructuring costs, claims/legal obligations, associates and joint ventures and onerous contracts are recognised when: (a) the Group has a present legal or constructive obligation as a result of past events; (b) it is probable that an outflow of resources will be required to settle the obligation; and (c) the amount has been reliably estimated.
Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to passage of time is recognised as interest expense.
Restructuring provisions are recognised when a detailed formal plan has been approved, and the restructuring has either commenced or has been announced publicly. Restructuring provisions comprise lease termination penalties and employee termination payments. Future operating losses are not recognised.
If the Group’s share in losses exceeds the carrying amount of the investment (including separately presented goodwill and other uninsured receivables), further losses will not be recognised, unless the Group has provided securities to the associate or joint venture, committed to liabilities or payment on behalf of the associate and joint venture. In that case, the excess will be provided for.
2.26 Revenue recognition
(a) Construction contracts
IFRS 15 follows a 5-step approach to recognise for revenue, which is set out below. Certain specific topics have been included or referred to the applicable note.
The core principle of IFRS 15 is a 5-step model to distinguish each distinct performance obligation within a contract that the Group has with its customer and to recognise revenue on the level of the performance obligations, reflecting the consideration that the Group expects to be entitled for, in exchange for those goods or services. The following five steps are identified within IFRS 15:
- step 1 ‘Identify the contract with the client’: Agreement between two or more parties that creates enforceable rights and obligations(not necessarily written);
- step 2 ‘Identify the performance obligations’: A promise in a contract with a customer to transfer a good or service to the customer;
- step 3 ‘Determine the transaction price’: The transaction price is the amount of consideration to which an entity expects to be entitledfor in exchange for transferring promised goods or services to a client;
- step 4 ‘Allocate the transaction price’: The objective of allocating the transaction price is for the Group to allocate the transactionprice to each performance obligation;
- step 5 ‘Recognise revenue’: the Group recognises revenue when (or as) the Group satisfies a performance obligation by transferring a promised good or service (that is an asset) to a client.
Step 1 ‘Identify the contract with the client’
IFRS 15.9 requires that five criteria must be met before an entity accounts for a contract with a client. Once an arrangement has met the criteria, the Group does not assess the criteria again unless there are indicators of significant changes in the facts or circumstances.
The achievement of the preferred bid status is not considered as a contract. As from the achievement of the preferred bid status, costs will be capitalised as an asset if enforceability of right to payment exists. This mainly concerns costs to fulfil the contract. See note 14 for further details.
Multiple contracts are combined and accounted for as a single contract when the economics of the individual contracts cannot be understood without reference to the arrangement as a whole. Indicators that such a combination is required are:
(a) the contracts are negotiated as a package with a single commercial objective;
(b) the amount of consideration to be paid in one contract depends on the price or the performance of the other contract;
(c) the goods or services promised in the contracts (or some goods or services promised in each of the contracts) are a single performance obligation.
A change to an existing contract for a project of the Group is a modification. A contract modification could change the scope of the contract, the price of the contract, or both. A contract modification exists when the Group and the customer approve the modification either in writing, orally, or implied by customary business practices, making the modification enforceable. In accordance with IFRS 15 the Group uses three methods to account for a contract modification:
(a) as a separate contract when the modification promises distinct goods (according to IFRS 15.27) or services and the price reflects the stand alone selling price;
(b) as a cumulative catch-up adjustment when the modification does not add distinct goods or services and is part of the same performance obligation. For the Group, as common within the construction sector, modifications mainly relate to variation orders which do not result in additional distinct goods and services and have to be accounted for as cumulative catch-up adjustment. This is the most common method within the Group given the nature of the modifications; or
(c) as a prospective adjustment when the considerations from the distinct goods or services do not reflect their standalone selling prices.
Step 2 ‘Identify the performance obligations’
The purpose of this step is to identify all promised goods or services that are included in the contract. Examples of performance obligations are the construction of a building, the delivery of an apartment, the maintenance of a road and so on. At contract inception, the Group assesses the goods or services promised to a customer, and identifies each promise as either:
(a) a good or service (or a bundle of goods or services) that is distinct; or
(b) a series of distinct goods or services that are substantially the same and that have the same pattern of transfer to the customer.
Promises in a contract can be explicit, or implicit if they create a valid expectation that the Group will provide a good or service based on the Group’s customary business practices, published policies or specific statements. Building and maintenance contracts are usually considered as separate performance obligations because these promises are separately identifiable and the customer can benefit from these promises on their own. Design and build contracts are usually accounted for as one performance obligation because of not meeting criterion IFRS 15.27 (b) The entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract. These promises usually represent a combined output for the customer (the construction) for which the design is the input. However if the purpose of the contract is to deliver a separate design after which the client is also able to contract another construction company, the design is considered to be separately identifiable.
When assets are built at clearly different (unconnected) locations these are generally considered to qualify as separate performance obligations.
Performance obligations with the same characteristics can be bundled into portfolios if the entity reasonably expects that the effects on the financial statements of applying IFRS 15 to the portfolio would not differ materially from applying the standard to all performance obligations individually (for example: apartments).
IFRS 15 does not include specific guidance about the accounting for project losses. For the accounting of provisions for onerous contracts, IFRS 15 refers to the guidance relating to provisions in IAS 37. Based on IAS 37, a provision for an onerous contract has to be accounted for on the level of the contract as a whole. This is not necessarily the same as if evaluated on project level, because a contract may include more performance obligations.
The provision for onerous construction contracts only relates to the future loss on the performance to be delivered under the contract. In determining a provision for an onerous contract, the inclusion of variable considerations in the expected economic benefits is based on the same principles as included in step 3 hereafter, including the application of the highly probable constraint for the expected revenue. The provision for onerous contracts is presented separately in the balance sheet.
Step 3 ‘Determine the transaction price’
The purpose of this step is to determine the transaction price of the performance obligations promised in the contract. The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. The transaction price can be a fixed amount, a variable consideration or a combination of both.
If the consideration promised includes a variable amount such as an unpriced variation order, a claim, an incentive or a penalty, the Group
estimates the amount of consideration to which it will be entitled in exchange for transferring the promised goods or services to a customer. IFRS 15 provides two methods for estimating variable considerations: the sum of probability-weighted amounts in a range of possible consideration amounts or the most likely amount a range of possible consideration amounts. On the level of each performance obligation has to be decided which approach best predicts the amount of the consideration to which the Group will be entitled.
The Group includes a variable consideration estimated only to the extent that it is highly probable that a significant reversal in the amount
of cumulative revenue recognised will not occur when the uncertainty associated with the variable consideration is subsequently resolved (called the ‘constraint’).
The Group is often exposed to uncertainties related to variable considerations such as variation orders and contract claims to customers. The measurement of variation orders and claims requires knowledge and judgement by the Group. Based on IFRS 15, the Group interprets variation orders and contract claims as contract modifications for which the consideration is variable.
For the accounting of unpriced variation orders and claims the following elements are assessed:
(a) determine whether the rights and obligations of the parties to the contract that are created or changed by the variation order or contract claim are enforceable;
(b) estimate the change to the transaction price for the variation order or contract claim;
(c) apply the guidance relating the constraint of the estimate of variable considerations (meaning that it is highly probable that no significant reversal of revenue will occur);
(d) determine whether the variation order or contract claim should be accounted for on a prospective basis or a cumulative catch-up basis.
For considering the effects of constraining estimates of variable considerations, the Group makes a distinction between claims and variation orders. Variation orders are changes that are clearly instructed by the client creating enforceable rights to payment but for which the price change is not yet determined. Claims however relate to events for which the Group considers to have enforceable rights to a compensation from the client but these are not yet approved by the client. The uncertainty relating to claims is usually higher, because of the absence of an instruction of the client for a change. As a result the risk of a significant reversal of revenue relating to claims is considered to be higher and it might be more difficult to prove that a claim amount meets the IFRS 15 ‘highly probable’ criterion.See note 4 b) and 4c) for the related criteria. Other variable considerations might include bonuses and penalties, for which penalties are considered to be negative variable considerations. The same method as described above needs to be applied, including assessing the constraint.
When determining the transaction price, the Group adjusts the promised amount of consideration for the effects of the time value of money if the timing of payments agreed to by the parties to the contract (either explicitly or implicitly) provides the customer or the entity with a significant benefit of financing the transfer of goods or services to the customer. In those circumstances, the contract contains a significant financing component. A significant financing component may exist regardless of whether the promise of financing is explicitly stated in the contract or implied by the payment terms agreed to by the parties to the contract. As a practical expedient the Group does not account for a financing component if the entity expects at contract inception that the period between the delivery of goods or services and the payment is one year or less.
Step 4 ‘Allocate the transaction price’
The objective when allocating the transaction price is to allocate the transaction price to each performance obligation in an amount that depicts the amount of consideration to which the entity expects to be entitled in exchange for transferring the promised goods or services to the customer.
To meet the allocation objective, the Group allocates the total transaction price agreed in the contract (or combination of contracts) as determined in step 3 to the performance obligations identified in step 2. This allocation is based on the relative stand-alone selling price (SSP) of the individual performance obligations.
To allocate the transaction price to each performance obligation on a relative stand-alone selling price basis, the Group determines the stand-alone selling price at contract inception of the distinct good or service underlying each performance obligation in the contract and allocate the transaction price in proportion to those stand-alone selling prices.
The estimation method of IFRS 15 that best reflects the stand-alone selling price for design, construction and maintenance projects is the expected cost plus margin approach. This approach requires to forecast its expected costs of satisfying the performance obligation and then add an appropriate margin for that type of project or service. Costs included in the estimation should be consistent with those costs the Group would usually consider in setting standalone selling prices. Both direct and indirect costs are considered. The Group substantiates for example the average margin on bids for similar projects/services on a stand-alone basis (not in combination with other performance obligations).
Step 5 ‘Recognise revenue’
The purpose of this step is to determine the amount of revenue to be recognised in a certain period.
The Group recognises revenue when (or as) the entity satisfies a performance obligation by transferring a promised good or service (i.e. an asset) to a customer. An asset is transferred when (or as) the customer obtains control of that asset. For each performance obligation identified in the contract, the Group determines at contract inception whether it satisfies the performance obligation over time or satisfies the performance obligation at a point in time.
Control refers to the ability to direct the use of, and obtain substantially all of the remaining benefits from the asset. Control includes the ability to prevent other entities from directing the use of, and obtaining the benefits from, an asset. The Group needs to determine, at contract inception, whether control of a good or service transfers to a customer over time or at a point in time. Revenue is recognised over time if any of the following three criteria are met:
(a) the customer simultaneously receives and consumes the benefits provided by the entity’s performance as the entity performs;
(b) the entity’s performance creates or enhances an asset that the customer controls as the asset is created or enhanced;
(c) the entity’s performance does not create an asset with an alternative use to the entity and the entity has an enforceable right to payment for performance completed to date.
In general, the Group is building on the land of the customer or improving an asset of the customer, which results in creating an asset that the customer controls as the asset is created. This leads to recognising revenue over time. The Group uses the ‘percentage-of-completion method’ to determine the appropriate amount to recognise in a given period for a performance obligation. The stage of completion is measured by reference to the contract costs of fulfilling the performance obligation incurred up to the end of the reporting period as a percentage of total expected fulfilment costs under the contract, which is an input measure according to IFRS 15. Costs incurred in connection with future activity on a contract are excluded from contract costs in determining the stage of completion. Payment terms might differ from client to client and country to country, however the Group’s standard payment term states 60 days. When applying a method for measuring progress, the Group excludes the measure of progress of any goods or services for which the entity has not transferred control to a customer. Examples of costs which have to be excluded from the progress measurement, include uninstalled materials, capitalised cost and costs of inefficiencies.
If a customer contributes goods or services (for example, materials, equipment or labour) to facilitate the Groups’ fulfilment of the contract, the Group assesses whether it obtains control of those contributed goods or services. If so, the Group accounts for the contributed goods or services as non-cash consideration received from the customer. This is however rare, since control usually is not transferred to the Group and stays with the customer.
The capitalised contract cost include cost to obtain the contract, cost to fulfil the contract and set-up cost. The Group recognises capitalised contract cost from the costs incurred to fulfil a contract (for example set-up or mobilisation costs) only if those costs meet all of the following criteria:
- the costs relate directly to a contract or to an anticipated contract that the entity can specifically identify (for example, costs relatingto services to be provided under renewal of an existing contract or costs of designing an asset to be transferred under a specificcontract that has not yet been approved);
- the costs generate or enhance resources of the entity that will be used in satisfying (or in continuing to satisfy) performanceobligations in the future; and;
- the costs are expected to be recovered (project result should be sufficient to cover the capitalised contract costs).Capitalised contract costs shall be amortized over the lifetime of the contract.
Costs of inefficiencies:
The Group does not recognise revenue for costs incurred that are attributable to significant inefficiencies in the Group’s performance that were not reflected in the price of the contract since these costs do not contribute to any benefits for the customer. This includes costs of unexpected amounts of wasted materials, labour or other resources that were incurred to satisfy the performance obligation.
Not all cost overruns compared to the project budget relate to inefficiencies. Cost overruns that for example relate to price increases, design changes (regardless whether compensated by the client), inaccuracies in the project budget are not inefficiencies. These expenses still contribute to value to the customer and making progress in the delivery of the project. Inefficiency costs relate to wasted items or work performed, which do not reflect any progress in the satisfaction of the performance obligation nor value to the customer. The costs incurred related to significant inefficiencies are directly charged to the income statement. Consequently, significant inefficiency costs are excluded from the measurement of the stage of completion.
(b) Property development
Sale of property development are recognised in respect of contracts exchanged during the year, provided that no material conditions remain outstanding on the balance sheet date and all conditions are fully satisfied by the date on which the contract is signed.
Further the accounting policies for property development are the same as mentioned under (a).
(c) Service concession arrangements and other
Under the terms of IFRIC 12 ‘Service concession arrangements’ comprise construction and/or upgrade activities, as well as operating and maintenance activities. Both activities recognise revenue in conformity with IFRS 15. The consideration (concession payments) received is allocated between construction/upgrade activities and operating/maintenance services according to the relative Stand-alone selling prices of the individual performance obligations.
The financial assets relating to service concession arrangements (‘PPP receivables’) are subsequently measured at amortised cost. Interest is calculated using the effective interest method and is recognised in the income statement as ‘finance income’.
Sales of services are recognised when a performance obligations is satisfied. Usually, revenues from services are recognised over time by reference to the stage of completion on the basis of the actual service costs realised respective to the total expected service costs under the contract.
Other revenue includes, among other items, rental income and (sub)lease of property, plant and/or equipment. When assets are leased out under an operating lease, the asset is included in the balance sheet based on the nature of the asset. Lease income on operating leases is recognised over the term of the lease on a straight-line basis.
2.27 Finance income and expenses
Finance income is recognised using the effective interest method. When a loan and receivable is impaired, the Group reduces the carrying amount to its recoverable amount, being the estimated future cash flow discounted at the original effective interest rate of the instrument and continues unwinding the discount as interest income. Finance income on impaired loan and receivables is recognised using the original effective interest rate.
Finance expenses comprise interest expenses on borrowings, deposits, cash positions, lease liabilities, finance lease expenses, gains and losses relating to hedging instruments and other financial expenses. Interest expenses on borrowings and lease liabilities are recognised in the income statement using the effective interest method.
2.28 Government grants
Government grants are not recognised until there is a reasonable assurance that the Group will comply with the conditions attaching to them and that the grants will be reviewed.
Government grants that are receivable as a compensation for expenses or losses already incurred are recognised in the income statement in the period in which they become receivable. The Group presents such government grants as a reduction to the related expenses in the income statement.
2.29 Adjusted items
Adjusted items as presented in these financial statements in amongst other the segment analysis (see note 5) is based on BAM’s definition of adjusted EBITDA and relate to restructuring costs and pension one-offs. Due to the change in KPI from adjusted result to adjusted EBITDA impairment charge is now a separate adjustment between EBITDA and operating result. See notes 5 and 28.
2.30 Statement of cash flows
The statement of cash flows is prepared using the indirect method. The net cash position in the statement of cash flows consists of cash and cash equivalents, net of bank overdrafts.
Cash flows in foreign exchange currencies are converted using the average exchange rate. Exchange rate differences on the net cash position are separately presented in the statement of cash flows. Payments in connection with interest and income tax are included in the cash flow from operation activities. Cash flows in connection with PPP receivables are included in the cash flow from operating activities. Paid dividend is included in cash flow from financing activities. The purchase price of acquisitions of subsidiaries are included in the cash flow from investing activities as far as payments have taken place. Cash and cash equivalents in the subsidiaries are deducted from the purchase price.
Cash flows from PPP’s are presented under cash flow from operating activities since these projects are part of regular construction and recurring maintenance revenue for BAM’s business lines and include concessions for roads, rail, education, health care and government buildings.
In the statement of cash flows the interest paid related to leases is presented as part of the cash flow from operating activities, while the repayments are presented as part of the cash flows from financing activities.
Non-cash transactions are not included in the statement of cash flows.
3. Financial risk management
3.1 Financial risk factors
The Group’s activities are exposed to a variety of financial risks: market risk (including foreign exchange risk, interest rate risk and price risk), credit risk and liquidity risk. Risk is inherent to any business venture and the risk to which the Group is exposed is not unusual or different from what is considered acceptable in the industry. The Group’s risk management system is designed to identify and manage threats and opportunities. Effective risk management enables BAM to capitalise on opportunities in a carefully controlled environment. The Group’s overall risk management programme focuses on the unpredictability of financial markets and seeks to limit potential adverse effects on the Group’s financial performance. The Group uses derivative financial instruments to hedge certain risk exposures.
Financial risk management is carried out by Group treasury under policies approved by the Executive Board, which has the overall responsibility for risk management in the Group and the Enterprise Risk Management Framework. Group treasury identifies, evaluates and hedges financial risks in close collaboration with the group companies. The Executive Board provides written principles for overall risk management, as well as written policies covering specific areas, such as foreign exchange risk, interest rate risk, credit risk, use of derivative financial instruments, non-derivative financial instruments and possible investment of excess liquidity.
(a) Market risk
(i) Foreign exchange risk
A substantial part of the Group’s activities takes place in the United Kingdom and, to a limited extent, in other non-euro countries.
The Group’s results and shareholders’ equity are therefore affected by foreign exchange rates. Generally, the Group is active in these non-euro countries through local subsidiaries and, to a limited extent, joint ventures. The exchange risk is therefore limited, because transactions are denominated largely in the functional currencies of the subsidiaries. The associated translation risk is not hedged. Due to the increase of the exchange rate of the pound sterling in 2021 , the reported revenue, results, equity and closing order book for the UK companies increased. Based on the value per end of 2021 of the Group’s UK subsidiaries, an increase or decrease of 10 per cent of the exchange rate of the pound sterling, will have an effect on the Group’s equity of approximately €44 million.
A limited number of group companies are active in markets where contracts are denominated in a different currency than their functional currency. Group policy is that costs and revenues from these projects are mainly expressed in the same currency, thus limiting foreign exchange risks. The Group hedges the residual exchange risk on a project-by-project basis, using forward exchange contracts. This involves hedging of unconditional project related exchange risks in excess of €1 million as soon as these occur. The Group reports these hedges by means of cash flow hedge accounting. Additional exchange risks in the tender stage and arising from contractual amendments are assessed on a case-by-case basis.
Procedures have been established for proper recording of hedge transactions. Systems are in place to ensure the regular performance and analysis of the requisite hedge effectiveness measurements for hedge accounting.
(ii) Interest rate risk
The Group’s interest rate risk is associated with interest-bearing receivables and cash and cash equivalents, on the one hand and interest-bearing borrowings, on the other. If the interest is variable, it presents the Group with a cash flow interest rate risk. If the interest rate is fixed, there is a fair value interest rate risk.
The Group mitigates the cash flow interest rate risk to the extent possible through the use of interest rate swaps, under which interest liabilities based on a variable rate are converted into fixed rates. The Group does not use interest rate swaps under which fixed-rate interest liabilities are converted into variable rates in order to hedge the fair value interest rate risk. As per 31 December 2021 the Group did not engage into any interest rate hedges.
The analysis of the cash flow interest rate risk takes into account cash and cash equivalents, the debt position and the usual fluctuations in the Group’s working capital requirements, and lease liabilities are excluded. Under Group policy, cash flow interest rate risks with regard to long-term borrowings are largely hedged by interest swaps. As a result of the small non-hedge component of these borrowings in combination with negative interest on part of the Groups credit positions, the Group is not entirely insensitive to movements in interest rates. At year-end 2021, 17 per cent (2020: 20 per cent) of the interest on the Group’s debt position was fixed. The part not covered consists almost entirely of property financing.
If the interest rates (Euribor and Libor) had been an average of 100 basis points higher or lower during 2021, the Group’s net result after tax (assuming that all other variables remained equal) would have been approximately €1.9 million higher or approximately €2.8 million lower (2020: approximately €1.1 million higher or approximately €2.0 million lower). As per 31 December 2021 the Group did not have any interest rate derivatives therefore if the interest rates (Euribor and Libor) had been 100 basis points higher or lower as per 31 December 2021, the Group’s cash flow hedge reserves in Group equity (assuming that all other variables remained equal) would have been approximately €nil million higher or approximately €nil million lower (2020: approximately €1.7 million higher or approximately €1.7 million lower).
(iii) Price risk
The price risk run by the Group relates to the procurement of land and materials and subcontracting of work and consists of the difference between the market price at the point of tendering or offering on a contract and the market price at the time of actual performance.
The Group’s policy is to agree a price indexation reimbursement clause with the client at the point of tendering or offering on major projects. The Group also endeavours to manage the price risk by using framework contracts, suppliers’ quotations and high-value sources of information. If the Group is awarded a project and no price indexation reimbursement clause is agreed with the client, the costs of land and materials, as well as the costs for subcontractors, are frequently fixed at an early stage by establishing prices and conditions in advance with the main suppliers and subcontractors.
During 2021 the Group identified increased price risks as a result of amongst others, a disruption of supplychain and inflation.
While it is impossible to exclude the impact of price fluctuations altogether, the Group takes the view that its current policy reflects the optimum economic balance between decisiveness and predictability. The Group occasionally uses financial instruments to hedge the (residual) price risks.
(b) Credit risk
The Group has credit risks with regard to financial assets including ‘non-current receivables’, ‘derivative financial instruments’, ‘trade receivables – net’, ‘contract assets’, ‘contract receivables’, ’other receivables’, ‘financial guarantees’ and ‘cash and cash equivalents’. Regarding the above mentioned financial assets, the Group assessed the remaining credit risk and concluded that no further material ECL provision is deemed necessary.
‘PPP receivables’ and a substantial part of the ‘trade receivables – net’ consist of contracts with governments or government bodies. Therefore, credit risk inherent in these contracts is limited. Furthermore, a significant part of ‘trade receivables – net’ is based on contracts involving prepayments or payments proportionate to progress of the work, which limits the credit risks, in principle, to the balances outstanding.
The credit risk arising from ‘trade receivables – net’, ‘contract assets’ and ‘contract receivables’ is monitored by the relevant subsidiaries. Clients’ creditworthiness is analysed in advance and then monitored during the performance of the project. This involves taking account of the client’s financial position, previous collaborations and other factors. Group policy is designed to mitigate these credit risks through the use of various instruments, including retaining ownership until payment has been received, prepayments and the use of bank guarantees. The credit risk of the portfolio is further mitigated by broad spectrum of clients.
The Group’s ‘cash and cash equivalents’ are held in various banks. The Group limits the associated credit risk as a result of the Group’s policy to work only with respectable banks and financial institutions. This involves ‘cash and cash equivalents’ in excess of €10 million being held at banks and financial institutions with a minimum rating of ‘A’. The Group’s policy aims to limit any concentration of credit risks involving ‘cash and cash equivalents’.
The carrying amounts of the financial assets exposed to a credit risk are as follows:
|Trade receivables – net||14||445,037||625,788|
|Amounts due from related parties||14||51,229||39,750|
|Other financial assets||12||-||570|
|Derivative financial instruments||21||463||650|
|Cash and cash equivalents||15||1,284,709||1,789,292|
Non-current receivables predominantly concern loans granted to property and joint ventures. These loans are in general not past due at the balance sheet date. Triggering events for impairments are identified based on the financial position of these associates and joint ventures, which also include the value of the underlying property development positions. For a part of these loans property developments positions are held as securities generally subordinated to the providers of the external financing. Impairments, if applicable, are included in ‘non-current receivables’ and ‘trade receivables – net’ (notes 12 and 14). None of the other assets were overdue at year-end 2020 or subject to impairment. The maximum credit risk relating to financial instruments equals the carrying amount of the financial instrument.
The Group has entered into certain parental and financial guarantees, which are included in note 34.2. No significant expected credit loss provision has been recognized regarding financial guarantees.
(c) Liquidity risk
Liquidity risks may occur if the procurement and performance of new projects stagnate and less payments (and prepayments) are received, or if investments in land or property development would have a significant effect on the available financing resources and/or operational cash flows.
The size of individual transactions can cause relatively large short-term fluctuations in the liquidity position. The Group has sufficient credit and current account facilities to manage these fluctuations. Credit facilities generally contain covenant obligations.
Partly to manage liquidity risks, subsidiaries prepare monthly detailed cash flow projections for the ensuing twelve months. The analysis of the liquidity risk takes into account the amount of cash and cash equivalents, credit facilities and the usual fluctuations in the Group’s working capital requirements. This provides the Group with sufficient opportunities to use its available liquidities and credit facilities as flexible as possible and to indicate any shortfalls in a timely manner.
The first possible expected contractual cash outflows from financial liabilities and derivative financial instruments as at the end of the year and settled on a net basis, consist of (contractual) repayments and (estimated) interest payments.
The composition of the expected contractual cash flows is as follows:
|2021||Carrying amount||Contractual cash flows||1 - 5 years||> 5 years|
|Syndicated credit facility||-||-||-||-||-|
|Non-recourse PPP loans||8,946||10,330||848||3,543||5,939|
|Non-recourse property financing||20,604||21,021||16,614||3,856||551|
|Other non-recourse financing||3,796||4,064||1,611||2,453||-|
|Recourse property financing||26,617||27,288||20,191||3,938||3,159|
|Other recourse financing||5,089||5,347||1,035||3,596||716|
|Derivatives (forward exchange contracts)||232||736||765||(29)||-|
|Other current liabilities||702,344||702,344||702,344||-||-|
|Subordinated convertible bonds||118,670||122,202||122,202||-||-|
|Syndicated credit facility||400,000||435,000||11,000||424,000||-|
|Non-recourse PPP loans||2,950||3,281||360||1,383||1,538|
|Non-recourse property financing||70,686||72,108||64,825||4,781||2,502|
|Other non-recourse financing||2,877||4,242||1,663||2,579||-|
|Recourse property financing||38,013||39,197||22,487||13,909||2,801|
|Derivatives (forward exchange contracts)||114||200||19||181||-|
|Other current liabilities||1,038,693||1,038,693||1,038,693||-||-|
1. Consisting of financial guarantee contracts and provisions for risk sharing projects presented under the provisions. See note 23 for further disclosure.
In addition of the above mentioned expected contractual cashflows the Group also is exposed to liquidity risk for financial instruments mentioned in the paragraph 3.3 Financial Instruments by categories.
The expected cash outflows are offset by the cash inflows from operations and (re-)financing. In addition, the Group has committed syndicated and bilateral credit facilities of €400 million (2020: €400 million) respectively €128 million (2020: € 138 million) and €25 million intraday facilities (2020: €25 million) available. The revolving credit facility was fully drawn in 2020 and repaid in 2021.
3.2 Capital management
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
The Group’s aim is for a financing structure that ensures continuing operations and minimises cost of equity. For this, flexibility and access to the financial markets are important conditions. As usual within the industry, the Group monitors its financing structure using a capital ratio, among other factors.
Capital ratio is calculated as the capital base divided by total assets. The Group’s capital base consists of equity attributable to the shareholders of the Company and the subordinated instruments (notes 18 and 19). At year-end 2021, the capital ratio was 14.5 per cent (2020: 13.4 per cent). For the strategic objectives regarding the capital ratio, see chapter 3.1 Financial performance of the Executive Board Report. Under the terms of our borrowings facilities the group is required to comply with financial covenants. For information on these financial covenants see note 19.
3.3 Financial instruments by categories
The Group has three categories of financial instruments. A significant number of these are inherent to the Group’s business activities and are presented in various balance sheet items. The following summary indicates the values for which financial instruments are included for each relevant balance sheet item:
|Notes||Receivables||Financial liabilities||Hedging||Non-financial instruments||Total|
|Other financial assets 1||12||78,107||-||-||-||78,107|
|Derivative financial instruments||21||-||-||463||-||463|
|Trade and other receivables||14||681,204||-||-||557,661||1,238,865|
|Cash and cash equivalents||15||1,284,709||-||-||-||1,284,709|
|Derivative financial instruments||21||-||-||695||-||695|
|Trade and other payables||25||-||1,581,737||-||1,400,608||2,982,345|
|Other financial assets 1||12||69,490||-||-||-|| 69,490
|Derivative financial instruments||21||-||-||650||-||650|
|Trade and other receivables||14||959,445||-||-||535,870||1,495,315|
|Cash and cash equivalents||15||1,789,292||-||-||-||1,789,292|
|Derivative financial instruments||21||-||-||764||-||764|
|Trade and other payables||25||-||1,764,411||-||1,463,602||3,228,013|
1. The other financial assets consist of several types of financial assets. See note 12 for the specification of receivables based on fair value through profit or loss, receivables based on amortised cost and other.
2. Consisting of financial guarantee contracts and provisions for risk sharing projects presented under the provisions. See note 23 for further disclosure.
All financial instruments are valued at amortised cost, with the exception of a part of the other financial assets (note 12) and the derivative instruments (note 21), which are valued at fair value through profit or loss (unless in hedge accounting relationship).
3.4 Fair value estimation
The fair value of financial instruments not quoted in an active market is measured using valuation techniques. The Group uses various techniques and makes assumptions based on market conditions on balance sheet date. The valuation also includes (changes in) the credit risk of the counter party and the credit risk of the Group in conformity with IFRS 13.
One of these techniques is the calculation of the net present value of the expected cash flows (discounted cash flow projections). The fair value of the interest rate swaps is calculated as the net present value of the expected future cash flows. The fair value of the forward exchange contracts is measured based on the ‘forward’ currency exchange rates on balance sheet date. In addition, valuations from banks are requested for interest rate swaps.
Financial instruments valued at fair value consist of interest rate swaps, foreign exchange contracts and a portion of the other financial assets. In line with the current accounting policies the derivatives are classified as level 2. Receivables valued on fair value through profit or loss, which are part of ‘Other financial assets’ are classified as level 3 - the fair value is determined based on the discounted cash flow method.
It is assumed that the nominal value (less estimated adjustments) of ‘borrowings’ (current part), ‘trade and other receivables’ and ‘trade and other payables’ approximate to their fair value.
3.5 Offsetting financial assets and liabilities
Financial assets and financial liabilities are offset and the net amount is reported in the consolidated statement of financial position if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously.
A master netting agreement is applicable to a part of ‘cash and cash equivalents’. At 31 December 2021 a positive balance of €700million has been offset against a negative balance of €nil (2020: positive balance of €1,304 million offset against a negative balance of nil).
3.6 Interest benchmark reform
Interest benchmark reform one of the reforms mandated by the Financial Stability Board following the financial crisis was to push for benchmark InterBank Offered Rates (IBORs), such as LIBOR and EONIA, to be replaced by new benchmark rates, known as alternative Risk Free Rates (RFRs). LIBOR and EONIA benchmark rates will be discontinued (shortly) after 31 December 2021, except for the majority of the US dollar LIBOR settings which will be discontinued after 30 June 2023. Reforms to the EURIBOR methodology were already completed in 2019. At 31 December 2021, the Group has no material financial instruments which are still to transition from IBOR to RFR and is therefore not exposed to material IBOR reform- related risks.
4. Critical accounting judgements and key sources of estimation uncertainties
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The critical judgements including those involving estimation assumptions concerning the future that the Group has made in the process of applying the accounting policies and that have the most significant effect on the amounts recognised in the consolidated financial statements are addressed below.
(a) Contract revenue and costs
The group recognizes revenue from construction contracts over time as it performs its obligations. For each performance obligation satisfied over time, the Group recognises revenue over time by measuring the progress towards full satisfaction of that performance obligation. The objective when measuring progress is to depict an entity’s performance in transferring control of goods or services promised to a customer (ie the satisfaction of an entity’s performance obligation). The Group applies an input method to measure progress. At the end of each reporting period, the Group remeasures its progress towards complete satisfaction of a performance obligation satisfied over time. As work is performed on the assets being constructed they are controlled by the customer and have no alternative use to the Group, with the Group having a right to payment for performance to date.
When the progress towards completion can be measured reliably, contract revenue and costs are recognised over the period of the contract, usually by reference to the stage of completion using the ‘percentage-of- completion method’, to determine the appropriate amount to recognise in a given period. The Group measures the progress of the satisfaction of a performance obligation based on total cost incurred divided by total expected costs, which is an input measure according to IFRS 15. When it is probable that total contract costs will exceed total contract revenue, the realised loss based on the ‘percentage-of-completion method’ is recognised as an expense immediately, while the future expected loss is included in a provision for onerous contracts.
In determining the stage of completion the Group has efficient, coordinated systems for cost estimating, forecasting and revenue and costs reporting. The system also requires a consistent judgment (forecast) of the final outcome of the project, including variance analyses of divergences compared with earlier assessment dates. Estimates are an inherent part of this assessment and actual future outcome may deviate from the estimated outcome, specifically for major and complex construction contracts. However, historical experience has also shown that estimates are, on the whole, sufficiently reliable. Estimates and judgements are made relating to a number of factors when assessing construction contracts. These primarily include the programme of work throughout the contract period, assessment of future costs after considering changes in the scope of work, maintenance and defect liabilities and performance bonuses and penalties. See paragraph 2.26 for further explanation regarding the recognition of revenue for construction contracts.
(b) Unpriced variation orders
Variation orders are changes that are clearly instructed by the client. The group assesses that variable considerations involving unpriced variation orders are highly probably when it has a probability of at least 75% , that a significant reversal in the amount of cumulative revenue will not occur once the uncertainty related to the variable consideration is subsequently resolved. The group recognizes variable considerations in unpriced variation orders in the following circumstances:
Variation orders that have clear evidence available that the amounts meets the highly probable criterion are usually in (but not limited to) the following circumstances:
- The instruction or approval is documented. Amounts are expected to be based on costs or costs plus regular margin or contract rates
- Amounts covered by customer payments
- Amounts covered by documented settlement offers from the customer
Variation orders where the highly probably criterion is based on judgement are present in the following circumstances:
- Changes are without documented instruction of the client but the variation order is substantiated by other evidence such as advanced stage of negotiations. In some cases, the form of the contract entitles the Group to additional remuneration in case the work changes or additional work is required.
- Additional project cost, on top off direct cost from variation orders (e.g. delays or redesign / adjustments)
When variable considerations are constrained, the Group tries to resolve these with the customer first, otherwise with the help of third parties.
In the situation that meeting the highly probable criterion is based on judgement, this judgement is supported by written evidence that demonstrates the efforts by the client to reach a settlement are at an advance stage, legal opinions or court or arbitration decisions, or other evidence which supports the highly probable criterion.
(c) Claims receivable
In the normal course of business the Group recognises contract assets in connection with claims for (partly) satisfied performance obligations due from the principal and/or insurance claims as reimbursement for certain loss events on projects. Claims for satisfied performance obligations are part of the variable considerations under IFRS 15. Project related claims on principals are recognised when it is highly probable that no significant reversal in the cumulative revenue recognised regarding to the claim, will occur. The Group considers both the likelihood and the magnitude of a possible revenue reversal. Factors that could increase the likelihood or the magnitude of a revenue reversal include, but are not limited to, any of the following:
- the amount of consideration is highly susceptible to factors outside the entity’s influence. Those factors may include the judgement or actions of third parties like the court or an arbitration committee or weather conditions;
- the uncertainty about the amount of consideration is not expected to be resolved for a long period of time;
- the entity’s experience (or other evidence) with similar types of contracts is limited, or that experience (or other evidence) has limited predictive value;
- the entity has a practice of either offering a broad range of price concessions or changing the payment terms and conditions of similar contracts in similar circumstances;
- the contract has a large number and broad range of possible consideration amounts.
Insurance claims can be recognised only if it is virtually certain that the amount recognised will be reimbursed. See paragraph 2.26 for further explanation regarding the recognition of variable considerations.
Several large projects are exposed to higher estimation uncertainties, given the size of these projects. These estimation uncertainties relate to unpriced variation orders and contractual claims. Constraints on variable considerations for these projects mainly relate to change orders requested by the client but not approved, contractual penalties in relation to time extension (claims) and recovery of costs in relation to design issues. The outcomes of negotiations and settlements regarding these variation orders and claims can have a broad range. Different outcomes to the assumptions applied as part of these estimates could have a significant impact on the Groups overall financial results. See Note 6.
(d) Income tax
The Group is subject to income taxes in numerous jurisdictions. Significant judgement is required in determining the provision for income taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain. The Group recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the current and deferred tax assets and liabilities in the period in which such determination is made.
Deferred tax assets are recognised for tax losses carry-forwards, temporary differences and tax credits to the extent that the realisation of the related tax benefit through future taxable profits is probable. Estimates are an inherent part of this process and they may differ from the actual future outcome. Additional information is disclosed in note 24.
(e) Pension obligations
The present value of the pension obligations depends on a number of factors that are determined on an actuarial basis using a number of assumptions. The assumptions used in determining the net cost (income) for pensions include the discount rate. Any changes in these assumptions will impact the carrying amount of pension obligations.
The Group determines the appropriate discount rate at the end of each year. This is the interest rate that should be used to determine the present value of estimated future cash outflows expected to be required to settle the pension obligations. In determining the appropriate discount rate, the Group considers the interest rates of high-quality corporate bonds (AA) that are denominated in the currency in which the benefits will be paid and that have terms to maturity approximating the terms of the related pension obligation.
Other key assumptions for pension obligations are based in part on current market conditions. Additional information is disclosed in note 22.
(f) Impairment of land and building rights and property development
The valuation of land and building rights and property development is based on the outcome of the related calculations of the land’s net realisable value. These calculations are based on assumptions relating to the future market developments, decisions of governmental bodies, interest rates and future cost and price increases. In most cases the Group uses external valuations (by rotation) to benchmark the net realisable value. Partly because estimates relate to projects with a duration varying from one year to more than thirty years, significant changes in these assumptions might result in an impairment. See note 13.
(g) Impairment of goodwill
Goodwill is tested annually for impairment. The recoverable amounts of cash-generating units have been determined based on value-in-use calculations. These calculations are determined using discounted cash flow projections and require estimates in connection with the future development of revenues, profit before tax margins and the determination of appropriate discount rates. An impairment loss is recognised if the carrying amount of an asset of CGU exceeds its recoverable amount. See note 9.
(h) Adjustments to share of the associate’s or joint venture’s profit or loss after acquisition
Appropriate adjustments are made to share of result of joint venture BAM PPP relating to amortisation of assets which were based on their fair values at the acquisition date. See Note 11.
5 Segment information
The segment information reported to the Executive Board is measured in a manner consistent with the financial statements. BAM Deutschland, which was sold in 2021, was included in the Construction and Property segment. Additional information has been provided in respect of the activities of BAM International, part of the segments Construction and Property and Civil Engineering (page 117).
|Revenue and results||Note||Construction and Property||Civil engineering||PPP (100 per cent owned) (1)||PPP (share of result of investment) (2)||Other including eliminations (3)||Total|
|Service concession arrangements and other||139,804||20,963||-||-||572||161,339|
|Revenue from external customers||3,954,504||3,360,205||-||-||572||7,315,281|
|Revenue continued operations||3,969,680||3,390,237||-||-||(44,636)||7,315,281|
|Depriciation and amortisation||(43,723)||(78,259)||-||-||(23,391)||(145,373)|
|Result before tax||97,301||(16,786)||-||13,698||(28,364)||65,848|
|Revenue and results||Note||Construction and Property||Civil engineering||PPP (100 per cent owned) (1)||PPP (share of result of investment) (2)||Other including eliminations (3)||Total|
|Service concession arrangements and other||148,938||22,046||52,482||-||324||223,790|
|Revenue from external customers||3,735,040||3,021,347||52,732||-||324||6,809,443|
|Sector revenue related to PPP||-||-||-||-||11,460||11,460|
|Revenue continued operations||3,757,808||3,038,981||-||-||(28,618)||6,768,171|
|Depriciation and amortisation||(46,350)||(88,640)||(306)||-||(24,009)||(159,305)|
|Operating result||(129,332)||(45,610)||144,556 (4)||-||(46,390)||(76,776)|
|Result before tax||(123,770)||(47,656)||153,042||-||(65,520)||(83,904)|
1. Previously, before the transfer of 50 per cent of the shares of BAM PPP to PGGM at 31 December 2020, BAM PPP was fully consolidated (wholly-owned subsidiary).
2. As of 31 December 2020, BAM PPP is accounted for as an equity method investment (50 per cent joint venture with PGGM).
3. Including non-operating segments.
4. Relating to the impairment of €2 million Right of use assets due to vacancies in a leased building and €3 million IT software for which the recoverable amount is lower than its carrying amount.
5. Relating to the impairment of goodwill; €21 million Construction & Property and €22 millon Civil Engineering.
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. This new KPI are incorporated in the objectives that have been set for the strategic plan period 2021 – 2023. The 2020 figures have been restated accordingly.
Reconciliation 2020 result before tax
|Result for the year from discontinued operations (see below)||149,655|
|Result before tax||(83,904)|
|Result excluding discontinued operations||(233,559)|
|Tax effect included in the result for the year from discontinued operations||(3,387)|
|2020 Results before tax||(236,937)|
As per 31 December 2020, BAM PPP is classified as a discontinued operation. The following table illustrates the reconciliation of the results of BAM PPP to the consolidated income statement:
|Result for the year from discontinued operations (consolidated income statement)||149,655|
|Tax effect included in the result for the year from discontinued operations||37.4||3,387|
|(consolidated income statement)|
|Result for the year from discontinued operations (segmented information)||153,042|
In 2020, BAM received proceeds from a governmental institution to cease the asphalt production at a certain location. The production of asphalt was actually ceased by the end of 2020 and will no longer generate any economic benefit in future. In 2020, BAM and Heijmans nv (Heijmans) decided to combine their know-how, expertise and investments in the field of asphalt production in a newly formed joint venture, AsfaltNu cv. See also Note 11. The total net gain of both transactions amounts to €34 million and is included in the operating result in the consolidated income statement 2020.
|Balance sheet disclosures||Construction and Property||Civil engineering||PPP (50 per cent owned)||Other including eliminations (1)||Total|
|Total equity and liabilities||2,244,883||2,567,416||125,814||(442,173)||4,495,940|
|Total equity and liabilities||2,532,253||2,339,080||116,776||236,404||5,224,513|
1 Including non-operating segments
The balance sheet disclosures of BAM PPP as a joint venture are detailed in Note 11.
|Other disclosures||Construction and Property||Civil engineering||PPP (1)||Other including eliminations (2)||Total|
|Additions to property, plant and equipment, right-of-use assets and intangible assets||47,609||63,562||-||13,760||124,931|
|Depreciation and amortisation charges||43,723||78,259||-||23,391||145,373|
|Share of result of investments accounted for at equity method||13,212||9,125||13,698||1||36,036|
|Average number of FTE||7,295||9,190||-||516||17,001|
|Number of FTE at year-end||6,522||8,796||-||421||15,739|
|Additions to property, plant and equipment, right-of-use assets and intangible assets||39,653||72,008||200||27,431||139,292|
|Depreciation and amortisation charges||44,887||90,103||306||24,009||159,305|
|Share of result of investments accounted for at equity method||17,216||(24,955)||11,547||1||3,809|
|Average number of FTE||8,076||10,299||100||356||18,831|
|Number of FTE at year-end||7,765||9,806||-||395||17,966|
1 BAM PPP is classified as a discontinued operation as of 31 December 2020. See note 3.
2 Including non-operating segments.
Due to the wind-down of BAM International, which is part of continuing operations, additional information has been provided in respect of the activities of BAM International, part of the segments Construction and Property and Civil Engineering. The revenue, result before tax and adjusted result before tax of BAM International bv as included in the revenue and results can be explained as follows:
|BAM International bv||2021||2020|
|Construction and Property||Civil engineering||Total||Construction and Property||Civil engineering||Total|
|Depreciation and amortisation||(395)||(5,660)||(6,055)||(23)||(8,300)||(8,323)|
|Result before tax||(11,721)||(10,176)||(21,897)||(89,277)||(33,832)||(123,109)|
|Revenues from external customers by country, based on the location of the projects||Construction and Property||Civil engineering||PPP (100 per cent owned) (1)||Other including eliminations (2)||Total|
1 Revenue of BAM PPP in 2020 forms part of discontinued operation. As of 31 December 2020, BAM PPP is accounted for as an equity method investment (50 per cent joint venture with PGGM).
2 Including non-operating segments.
Revenues from the individual countries included in ‘Other countries’ are not material.
Total assets and capital expenditures in connection with property, plant and equipment and intangible assets by country are stated below:
|Total assets (1)||2021||2020|
|Other including eliminations||(64,642)||447,507|
1 Geographical allocations based on the location of the assets.
2 Gross investments in tangible and intangible assets based on geographical location.
Construction contracts and property development
A major part of the Group’s activities concerns construction contracts and property development which are reflected in various balance sheet items. An overview of the balance sheet items attributable to construction contracts and property development is stated below:
|Construction contracts||Property development||Total|
|Land and building rights||227,377||227,377|
|Amounts due from customers||328,243||5,06||333,309|
|Non-recourse property financing||-||(20,604)||(20,604)|
|Recourse property financing||-||(26,617)||(26,617)|
|Amounts due to customers||(783,382)||(75,911)||(859,293)|
|Provision for onerous contracts||(128,578)||-||(128,578)|
|As at 31 December||(583,717)||294,721||(288,996)|
|Land and building rights||257,283||257,283|
|Amounts due from customers||330,548||11,616||342,164|
|Non-recourse property financing||-||(70.686)||(70,686)|
|Recourse property financing||-||(38.013)||(38,013)|
|Amounts due to customers||(729,600)||(82,751)||(812,351)|
|Provision for onerous contracts||(158,844)||-||(158,844)|
|As at 31 December||(557,896)||323,711||(234,185)|
As at 31 December 2021 advance payments (as included in amounts due to customers) which refers to the amounts received for which work has not yet been started, in connection with construction contracts and property development amount to €159 million (2020: €160 million) respectively €2 million (2020: €2 million).
Other revenue disclosures
The consideration received that was included in the project contract liability balance at recognised as revenue in the current year. Within the construction business, regular installments will take place but within the Group never leading to significant pre-financing longer than a year.
The revenue recognised from performance obligations satisfied in previous periods amounts to €54 million (2020: €34 million). Performance obligations could be satisfied once the technical completion is final and control has been fully transferred to the client. It is common however to finalise the last pricing discussions regarding variable considerations, including claims, after control has been transferred. Due to the higher threshold to value variable considerations, claims that are settled for a higher amount than valued, might lead to revenue from previously satisfied performance obligations.
A constructive dialogue with a client is ongoing on a major contract under construction within the large project division of Civil in the Netherlands. Given the advanced stage of this dialogue the significant financial impact of the envisaged outcome has been incorporated in the results accordingly in line with the applicable IFRS on revenue recognition.
In addition, the Group is in discussion regarding the final settlement of two projects in the Middle East.
The revenue expected related to unsatisfied performance obligations (running or won projects) are as follows:
(x € million)
|Up to 1 year||5,911||6,010|
|2 to 5 years||7,322||7,750|
|Over 5 years||1,526||2,134|
The Group has not used the practical expedient to exclude performance obligations in contracts with an original expected duration of one year or less. These are included in the above mentioned time buckets.
7. Property, plant and equipment
|Land and buildings||Plant and equipment||Construction in progress||Other assets||Total|
|As at 1 January 2020|
|Accumulated depreciation and impairments||(84,900)||(395,385)||-||(118,160)||(598,445|
|Exchange rate differences||(237)||(485)||(17)||(183)||(922)|
|As at 31 December 2020|
|Accumulated depreciation and impairments||(85,625)||(358,442)||(175)||(123,220)||(567,462)|
|Acquisition through business combination||198||1,817||-||502||2,517|
|Assets held for sale (Note 37)||(2,845)||(27,150)||(50)||(549)||(30,594)|
|Exchange rate differences||268||857||23||189||1,337|
|As at 31 December 20211|
|Accumulated depreciation and impairments||(76,359)||(258,886)||-||(103,855)||(439,100)|
1 This schedule does not include the impairments related to the assets held for sale and the divestment of €10 million
Asset construction in progress mainly comprises plant and equipment. Land and buildings and plant and equipment are not pledged as a security for borrowings.
Disposals include assets that were derecognised as a result of the sale of BAM Deutschland including BAM Swiss AG amounting to €17 million.
The impairment charge of €5.0 million relate to equipment for which the recoverable amount is lower than its carrying amount, as well as certain assets under construction that will not generate any economic benefits in the future. The impairment charge forms part of the Civil Engineering segment.
8. Right-of-use assets
|Land and buildings||Equipment and installation||IT equipment||Cars||Other||Total|
|As at 1 January 2020||131,067||45,272||1,015||134,290||547||312,191|
|Exchange rate differences||(1,427)||(336)||(25)||(320)||(15)||(2,123)|
|As at 31 December 2020||123,917||44,916||552||123,508||462||293,355|
|Assets held for sale (Note 37)||(9,006)||(17,975)||-||(5,227)||-||(32,208)|
|Exchange rate differences||1,965||354||11||600||16||2,946|
|As at 31 December 20211||95,897||16,588||191||97,053||322||210,051|
1 This schedule does not include the impairments related to the assets held for sale and the divestment of €16 million
Disposals include right-of-use assets amounting to €8.2 million that were derecognised as a result of the sale of BAM Deutschland, including BAM Swiss AG.
Impairment in right of use assets relate to vacancies in a leased building in the Netherlands which is no longer expected to be utilized for own use by the Group for the remaining lease term. The impairment is included in the operating results of the Other operating segement.
Reclassification relates to an equipment reclassified to property, plant and equipment, as well as adjustments for expired lease contracts. See note 20 for the corresponding lease liabilities.
9. Intangible assets
|Goodwill||Non- integrated software||Other||Total|
|As at 1 January 2020|
|Accumulated amortisation and impairments||(298,071)||(20,728)||(15,005)||(333,804)|
|Exchange rate differences||(7,447)||(2)||(1)||(7,450)|
|As at 31 December 2020|
|Accumulated amortisation and impairments||(358,447)||(25,646)||(8,823)||(392,916)|
|Transfer to assets held for sale||(71)||(343)||-||(414)|
|Exchange rate differences||9,972||-||-||9,972|
|As at 31 December 2021|
|Accumulated amortisation and impairments||(357,305)||(28,885)||(8,514)||(394,704)|
Goodwill acquired in business combinations is allocated, at acquisition date, to the cash-generating units (CGUs) or groups of CGUs expected to benefit from that business combination. The carrying amount of total goodwill is €330 million (2020: €319 million).
In 2021, BAM obtained control and acquired Stam & Landman bv and Gevelelementen Noord-Holland bv. The Group performed a purchase price allocation which was finalised in 2021. The goodwill of €4 million is the difference between the consideration transferred and the fair value of the net identifiable assets acquired.
During 2021 the Group performed a purchase price allocation regarding Modern Homes Ireland which was finalised in 2021. Resulting in a reclassification of 2 million in respect of other.
CGUs to which goodwill has been allocated are tested for impairment annually or more frequently if there are indications that a particular CGU might be impaired. The recoverable amount of each CGU was determined based on value-in-use calculations. Value-in-use was determined using discounted cash flow projections that cover a period of five years and are based on the financial plans approved by management. The key assumptions for the value-in-use calculations are those regarding discount rate (WACC), revenue growth rate and profit before tax margin. The discount rate has been determined including the effects of IFRS 16, consistent with the other parameters of the impairment test, as this provided the most reliable manner of determining an appropriate discount rate using available market data.
The used base WACC to determine the value in use (recoverable amount) of goodwill is 6.8 per cent (31 December 2020: 7.6 per cent). The WACC, revenue growth rate and profit before tax margin form crucial underlying assumptions for calculating the recoverable amount of each CGU. If and when these underlying assumptions would change in the future, this could have significant impact on the CGU’s recoverable amount (based on value in use), which might give rise that the recoverable amount becomes lower than the carrying amount of the CGU to which goodwill is allocated.
Goodwill relates to 7 CGUs, of which BAM Construct UK €64 million (2020: €59 million) and BAM Nuttall €77 million (2020: €71 million) are deemed significant in comparison with the Group’s total carrying amount of goodwill. For each of these CGUs the key assumptions used in the value-in-use calculations are as follows:
|BAM Construct UK||BAM Nuttall|
|Discount rate (post-tax)||7.3%||8.3%||7.3%||8.3%|
|- In forecast period (average)||0.9%||4.4%||-2.3%||3.3%|
|- Beyond forecast period||0.0%||0.0%||0.0%||0.0%|
|Profit before tax margin:|
|- In forecast period (average)||2.5%||2.5%||2.7%||2.1%|
|- Beyond forecast period||2.6%||3.1%||3.0%||2.6%|
Growth rate used to estimate future performance in the forecast period is the average annual growth rate based on past performance and management’s expectations of BAM’s market development referenced to external sources of information. The negative growth rate in BAM Nuttall is due to a relative high 2021 revenue, relating to the completion of large construction projects. Management expects that future revenue will stabilize. The profit before tax margin in the forecast period is the average margin as a percentage of revenue based on past performance and the expected recovery to a normalised margin deemed achievable by management in the concerning market segment.
The recoverable amounts for BAM Construct UK and BAM Nuttall exceed the carrying amounts of these CGUs with significant headroom.
The sensitivity analysis indicated that if the growth rate is reduced by 50 basis points, the profit before tax margin is reduced by 50 basis points or the discount rate is raised by 50 basis points in the forecast period, all changes taken in isolation, the recoverable amounts of the other CGUs would still be in excess of the carrying amounts with sufficient and reasonable headroom. Except for BAM’s CGUs BAM Contractors Ltd. and Kairos nv (representing a goodwill amount of €55 million) that have limited headroom a partial impairment of goodwill may arise. If the profit before tax margin is reduced by 50 basis points used in the value-in-use calculation for these CGUs at 31 December 2021, the Group would have recognised an impairment of €25 million. If the discount rate used in determining the value-in- use for these CGUs had been 50 basis points higher, the headroom would have decreased with €6 million, with a remaining headroom 19 million. If the growth rate would have reduced by 50 basis points, the headroom would have decreased with €14million, with a remaining headroom 11 million.
10. PPP receivables
PPP receivables amount to €15.3 million as per 31 December 2021 (2020: €11.2 million), of which €14.7 million (2020: €11.2 million) is classified as non-current. Receivables issued during the year amount to €4.2 million whereas repayments during the year amount to €0.3 million.
The average duration of the remaining receivables is 25 years (2020: 25 years). Approximately €12.1 million of the non-current part has a duration of more than five years (2020: €9 million). The fair value of the non-current PPP receivables is approximately €14.7 million (carrying amount at amortized cost €14.7 million).
The average interest rate on PPP receivables is 2 per cent (2020: 2 per cent). At year-end 2021, the fair value of the non-current part is considered to equal the carrying amount.
11. Investments in associates and joint ventures
The amounts recognised in the balance sheet are as follows:
|As at 31 December||252,858||256,243|
11.1 Investment in joint ventures
Set out below are the joint ventures of the Group that are individually material to the Group as per 31 December 2021 or the comparing period (31 December 2020).
Nature of investment in the joint ventures in 2021 and 2020:
|Principal activity||Country of incorporation||% Share
|BAM PPP Concessies bv||Asset management||Netherlands||50.00%||50.00%|
|AsfaltNu cv||Asphalt production||Netherlands||50.00%||50.00%|
Set out below is the summarised financial information for the joint ventures that are individually material to the Group, including reconciliation to the carrying amount of the Group’s share in the joint ventures, as recognised in the consolidated financial statements. This information reflects the amounts presented in the financial statements of the joint ventures adjusted for differences in the Group’s accounting policies and the joint ventures.
The amounts recognised in the balance sheet are as follows:
|BAM PPP Concessies bv|
|Cash and cash equivalents||35,929||28,254|
|Current financial liabilities||(7,190)||(4,035)|
|Non-current financial liabilities||(34,752)||(31,327)|
|Share in profit rights||50%||50%|
|Profit or loss||27,396||-|
|Other comprehensive income||2,880||-|
|Total comprehensive income||30,276||-|
The carrying amounts have been adjusted to reflect fair value adjustments made at the time of acquisition and subsequently as at yearend. In 2021, the share of result of investments in BAM PPP Concessies bv amounts to €14 million. This amount includes among other things appropriate adjustments for €3 million negative relating to amortisation of assets which were based on their fair values at the acquisition date. Dividends received from BAM PPP Concessies bv amounts to €6 million.
As part of the sale of Group’s 50 per cent share to PGGM in 2020, the parties agreed to a Contingent Consideration of up to €25 million for the years 2021-2025. The contingent consideration becomes payable if and when the secured equity commitments will exceed a certain threshold over a period of five years with a cap of €5 million for each and every year. Given the assumed threshold along with the past level of secured equity, the fair value of the contingent consideration is estimated at €2 million (2020: €2 million) and forms part of the long term receivables as at 31 December 2021.
|Cash and cash equivalents||16,042||3,377|
|Share in profit rights||50%||50%|
|Profit or loss||(9,652)||-|
|Other comprehensive income||-||-|
|Total comprehensive income||(9,652)||-
Set out below are the aggregate information of joint ventures including those that are not individually material to the Group.
|Share in net result property development joint ventures that are not material to the Group||5,728||14,676|
|Share in net result other joint ventures that are not individually material to the Group||19,626||(23,588)|
|Share in equity BAM PPP joint venture||125,814||116,776|
|Share in equity AsfaltNu joint venture||12,316||17,142|
|Share in equity property development joint ventures that are not individually material to the Group||79,614||54,848|
|Share in equity other joint ventures that are not individually material to the Group||5,126||-|
|Recognised as provision for joint ventures||7,124||39,440|
|Recognised as impairment of non-current receivables||6,969||13,937|
In 2020, the Group has recognised a total charge of €36 million, included in the Share of result of investments in associates and joint ventures. This relates to the non-insured contribution of the settlement of claims and damages caused by the collapse of the building of the Cologne city archive and for its share of cost for the completion of the project. Wayss & Freytag Ingenieurbau was a one-third partner in the consortium carrying out this project but was not directly involved in the work performed at the site of the accident.
In 2021 the Group’s share in the net result of joint ventures included an impairment charge amounting to €14 million (2020: impairment €1.9 million). The share of impairment charges in joint ventures contains €6 million on the AsfaltNu asphalt production joint venture and €8 million of impairment of inventories in joint ventures. See Note 27.
Revenue of property development joint ventures amounts to €138 million (2020: €134 million) and property development recognised in the balance sheet amounts to €209 million (2020: €212 million) of which an amount of €94 million (2020: €85 million) externally financed (share of the Group).
Dividend received from joint ventures amounts to €34 million in 2021 (2020: €16.2 million).
The financial years of many joint ventures run from 1 December up to and including 30 November to ensure timely inclusion of the financial information in the Group’s financial statements.
11.2 Investment in associates
There are no associates that are individually material to the group as per 31 December 2021 or the comparing period 31 December 2020. The share in net result of the Group’s share in associates amount to €1.8 million (2020: €1.2 million). The carrying amount of share in associates amount to €15.9 million (2020: 14.1 million) comprise of associates not individually material to the group.
Dividend received from associates amounts to €1.0 million in 2021 (2020: €3.6 million). Cash and cash equivalents of a number of associates are subject to restrictions. These restrictions mainly concern the priority of loan repayments over dividend distribution.
12. Other financial assets
|Receivables valued on fair value through profit or loss||Receivables valued at amortised cost||Other||Total|
|As at 1 January 2020||44,156||64,616||1,477||110,249|
|Exchange rate differences||-||(660)||-||(660)|
|Of which current:||(300)||(270)||-||(570)|
|As at 31 December 2020||47,704||20,410||1,376||69,490|
|Assets held for sale (Note 37)||-||(2,321)||(5)||(2,326)|
|Exchange rate differences||-||992||-||992|
|Of which current:||-||-||-||-|
|As at 31 December 2021||63,401||13,493||1,213||78,107|
Receivables valued on fair value through profit or loss are mainly non-recourse loans to project development joint ventures and are classified as level 3 valuation method - the fair value is determined based on the discounted cash flow method.
The fair value of receivables valued at amortised cost is €14 million (2020: €20 million).
Category ‘Other’ mainly comprises shares in (unlisted) investments over which the Group has no significant influence. The effective interest rate is 0.5 per cent (2020: 0.4 per cent).
|Land and building rights||227,377||257,283|
|Work in progress and semi-manufactures||3,432||-|
Land and building rights are to be presented as current on the balance sheet within the ordinary course of business, however by its nature, the realisation will be non-current. The majority of the investments in property development is considered to be current by nature.
The impairments during 2021 relating to the property portfolio are as follows:
|Reversal of impairment charges||(13,549)||(5,439)|
The impairment and reversals in 2021 for the net amount of €-2 million relates to several property developments in the Netherlands, that form part of the construction and property operating segment, which have been reported at their net realisable value. It comprises mainly an impairment charge of approximately €9 million of a certain land right in the Netherlands, which was mainly caused by delays due to planning and zoning discussions with governmental bodies. The impairment is compensated by an impairment reversal of €14 million. The impairment reversals relate to certain projects that benefited from favorable market circumstances.
Property development includes the following completed and unsold property:
|Unsold and finished property||Number/m2||Carrying amount||Number/m2||Carrying amount|
|Commercial property - rented||30,766||67,157||33,717||37,092|
|Commercial property - unrented||2,116||2,841||13,329||17,854|
Other inventories (raw materials, work in progress, semi-manufactures and finished products) were not subject to write-down in 2021 nor 2020.
14. Trade and other receivables
|Less: Provision for impairment of receivables||(5,595)||(18,628)|
|Trade receivables - net||445,037||625,788|
|Amounts due from customers||6||333,309||342,164|
|Capitalised contract cost||6||-||-|
|Amounts to be invoiced work completed||12,724||30,600|
|Amounts to be invoiced work in progress||82,232||124,468|
|Amounts due from related parties||38||51,229||39,750|
|Other financial assets||(2)||568|
Trade and other receivables are due within one year, except for approximately €16 million (2020: €7 million). The fair value of this non-current part is approximately €16 million (2020: approximately €7 million) using an effective interest rate of 0.5 per cent negative (2020: 0.5 per cent negative).
Trade and other receivables decreased by €149 million as a result of the sale of BAM Deutschland. See Note 36. Trade receivables amounting to €45 million were transferred to asset held for sale. See Note 37. The concentration of credit risk with respect to trade receivables is limited, as the Group’s customer base is large and geographically spread. As at 31 December 2021 a part of the trade receivables amounting to €21 million (2020: €88 million) is past due over one year but partly impaired. These overdue receivables relate to a number of customers, predominantly in the public sector outside the Netherlands where a limited default risk exists. The duration to reach final agreement, including legal proceedings, on invoiced variation orders and claims with these customers remains long. Trade receivables are shown net of impairment losses which amount to €6 million (2020: €19 million) arising mainly from identified doubtful receivables from customers. Trade receivables were impaired taking into account the historical credit loss experience, adjusted forward looking factors of the debtors and the economic environment. See paragraph 2.12 regarding expected credit losses. Impairments of trade and other receivables in 2021 mainly related to disputed balances and final negotiations on these balances with the principal. No significant credit losses were identified.
The change in contract assets is due to normal activity in the construction business influenced by the relationship between the Group’s performance and the customer’s payment. Contract assets decreased by €16 million as a result of the sale of BAM Deutschland. See Note 36.
Retentions relate to amounts retained by customers on progress billings. In the United Kingdom and Ireland in particular, it is common practice to retain a previously agreed percentage until completion of the project.
Amounts to be invoiced work completed and in progress represent the gross amounts expected to be collected for contract work performed to date but awaiting confirmation from customer before actual billing.
The ageing analysis of these trade receivables is as follows:
|Provision for impairment||
|Provision for impairment|
|Not past due||368,370||(819)||457,664||(967)|
|Up to 3 months||40,158||(441)||68,279||(967)|
|3 to 6 months||10,183||(417)||8,773||(373)|
|6 to 12 months||10,881||(1,030)||21,272||(1,949)|
|1 to 2 years||13,911||(616)||19,932||(6,368)|
|Over 2 years||7,129||(2,272)||68,496||(8,726)|
|Less: Provision for impairment of receivables||(5,595)||(18,628)|
|Trade receivables - net||445,037||625,788|
Apart from trade receivables none of the other assets were subject to impairment.
Trade receivables past due over 2 years significantly decreased by €61 million mainly due to the sale of BAM Deutschland. See Note 36. Movements in the provision for impairment of trade receivables are as follows:
|As at 1 January||18,628||10,737|
|Provision for impairment||2,895||23,995|
|Receivables written off during the year as uncollectable||(3,432)||(10,930)|
|Exchange rate differences||81||(60)|
|As at 31 December||5,595||18,628|
As of 31 December 2021, trade receivables of €6 million (31 December 2020: €19 million) were impaired and provided for. The individually impaired trade receivables mainly relate to customers where limited default risk is in place. It was assessed that a portion of the receivables is expected to be recovered. The provision in respect of trade receivables is used to record impairment losses unless the Group is satisfied that no recovery of the amount owing is possible; at that point the amount considered irrecoverable is written off directly against the provision. Provision for impairment of receivables in 2021 mainly relate to disputed balances and final negotiations on these balances with the principal, which were significantly lower compared to last year. No significant credit losses were identified.
The creation and release of provisions for impaired receivables have been included in ‘Other operating expenses’ in the income statement.
Disposals relate to the sale of BAM Deutschland. See Note 36.
15. Cash and cash equivalents
|Cash at bank and in hand||1,284,709||1,783,639|
|Short-term bank deposits||-||5,653|
|Cash and cash equivalents (excluding bank overdrafts)||1,284,709||1,789,292|
Cash and cash equivalents include the Group’s share in cash of joint operations as part of the conditions in project specific funding agreements and amount to €395 million (2020: €306 million). Other cash and cash equivalents are at the free disposal of the Group.
In 2021 BAM had no short term bank deposits. In 2020 the average effective interest on short-term bank deposits was 3.7 per cent and an average remaining term to maturity of approximately 8 days.
For the purpose of the consolidated statement of cash flows, cash and cash equivalents include cash at bank and in hand and short-term bank deposits, net of bank overdrafts. Cash and cash equivalents at the end of the reporting period as reported in the consolidated statement of cash flows is reconciled to the related items in the consolidated statement of financial position as follows:
|Cash and cash equivalents||1,284,709||1,789,292|
|Net cash position||1,284,709||1,788,937|
16. Share capital and premium
|Number of ordinary
|Number of treasury
Number of ordinary shares
|As at 1 January 2020||279,407,449||6,111,432||273,296,017||27,941||811,370||839,311|
|Repurchase of ordinary shares||-||-||-||-||-||-|
|Awarded LTI shares||-||-||-||-||-||-|
|As at 31 December 2020||279,407,449||6,111,432||273,296,017||27,941||811,370||839,311|
|Repurchase of ordinary shares||-||-||-||-||-||-|
|Awarded LTI shares||-||-||-||-||-||-|
|As at 31 December 2021||279,407,449||6,111,432||273,296,017||27,941||811,370||839,311|
At year-end 2021, the authorised capital of the Group was 400 million ordinary shares (2020: 400 million) and 600 million preference shares (2020: 600 million), all with a nominal value of €0.10 per share (2020: €0.10 per share). All issued shares have been paid in full (only ordinary shares).
The Company granted Stichting Aandelenbeheer BAM Groep (‘the Foundation’) a call option to acquire class B cumulative preference shares in the Company’s share capital on 17 May 1993. This option was granted up to such an amount as the Foundation might require, subject to a maximum of a nominal amount that would result in the total nominal amount of class B cumulative preference shares in issue and not held by the Company equalling no more than ninety-nine point nine per cent (99.9 per cent) of the nominal amount of the issued share capital in the form of shares other than class B cumulative preference shares and not held by the Company at the time of exercising of the right referred to above. The Executive Committee of the Foundation has the exclusive right to determine whether or not to exercise this right to acquire class B cumulative preference shares. Additional information has been disclosed in section Other information.
16.2 Ordinary shares
To prevent dilution as a result of the (equity-settled) share-based compensation plan introduced in 2015, the Company’s own shares were repurchased as follows:
|Total consideration (x €1,000)|
|4 December 2015||302,488||5,10||1,543|
|5 December 2015||302,487||5,11||1,546|
|28 April 2016||588,170||4,27||2,512|
|28 April 2017||345,000||5,17||1,784|
|2 May 2017||173,940||5,23||909|
|26 April 2018||87,356||3,88||339|
In 2021 and 2020 no shares have been bought back for the share-based compensation plan.
|As at 1 January 2020||(94,934)||(88,713)||-||(183,647)|
|Reclassification to the income statement due to divestment|
|- Fair value of forward foreign exchange contracts||-||-||-||-|
|- Fair value of interest rate swaps||8,887||-||-||8,887|
|- Tax on fair value of cash flow hedge||(2,411)||-||-||(2,411)|
|Cash flow hedges|
|- Fair value movement of forward foreign exchange contracts||(54)||-||-||(54)|
|- Fair value movement of interest rate swaps||71,876||71,876|
|- Tax on fair value movement||(15,505)||-||-||(15,505)|
|Exchange rate differences||-||(15,256)||-||(15,256)|
|Reclassification to profit or loss|
|- Fair value of interest rate swaps||31,786||-||-||31,786|
|- Exchange rate differences||-||4,659||-||4,659|
|As at 31 December 2020||(355)||(99,310)||-||(99,665)|
|Reclassification to the income statement due to divestment|
|- Fair value of forward foreign exchange contracts||-||-||-||-|
|- Fair value of interest rate swaps||-||-||-||-|
|- Tax on fair value of cash flow hedge||-||-||-||-|
|Cash flow hedges|
|- Fair value movement of forward foreign exchange contracts||260||-||-||260|
|- Fair value movement of interest rate swaps||-||-|
|- Tax on fair value movement||(6)||-||-||(6)|
|Exchange rate differences||-||21,927||-||21,927|
|Reclassification to profit or loss||-||-||-||-|
|- Fair value of interest rate swaps||-||-||-||-|
|- Exchange rate differences||-||-||-||-|
|As at 31 December 2021||(101)||(77,383)||-||(77,484)|
The legal reserves consist of hedging reserves and translation reserve.
The positive movement in the translation reserve in 2021 is linked to the increase in the value of the pound sterling.
18. Capital base
|Equity attributable to the shareholders of the Company||653,589||583,443|
|Subordinated convertible bonds||-||118,670|
The subordinated convertible bonds was redeemed at their principal amount in June 2021.
|Changes from financing cash flows||Other changes|
|As at 1 January 2021||Proceeds from borrowings||Repayments of borrowings||Effective interest method||Transfers to/ from joint ventures||Disposals /Held for sale||Exchange rate differences||As at 31 December 2021|
|Non-recourse PPP loans||2,950||6,300||(304)||-||-||-||-||8,946|
|Non-recourse property financing||70,686||22,672||(71,788)||-||-||(966)||-||20,604|
|Recourse property financing||38,013||3,589||(14,985)||-||-||-||-||26,617|
|Subordinated convertible bonds||118,670||-||(120,100)||1,430||-||-||-||-|
|Syndicated credit facility||400,000||-||(400,000)||-||-||-||-||-|
|Other non-recourse financing||3,877||1,798||(1,404)||-||(475)||-||-||3,796|
|Other recourse financing||-||619||(955)||-||5,425||-||-||5,089|
|Changes from financing cash flows||Other changes|
|As at 1 January 2020||Proceeds from borrowings||Repayments of borrowings||Effective interest method||Transfers to/ from joint ventures||Disposals||Exchange rate differences||As at 31 December 2020|
|Non-recourse PPP loans||42,620||950||(4,095)||-||-||(34,424)||(2,101)||2,950|
|Non-recourse property financing||53,807||31,244||(13,865)||-||(500)||-||-||70,686|
|Recourse PPP loans||-||-||-||-||-||-||-||-|
|Recourse property financing||53,807||2,253||(12,601)||-||-||-||-||38,013|
|Subordinated convertible bonds||120,451||-||(4,768)||2,987||-||-||-||118,670|
|Syndicated credit facility||-||400,000||-||-||-||-||-||400,000|
|Other non-recourse financing||4,442||1,460||(1,486)||-||-||(539)||-||3,877|
|Other recourse financing||1,845||-||(1,845)||-||-||-||-||-|
19.1 Non-recourse PPP loans
The non-recourse PPP loans relate to real estate projects in the Netherlands. Of the non-current part, €5.6 million has a term to maturity of more than five years (2020: €1.4 million). The average term to maturity of the PPP loans is 14 years (2020: 11 years). The average interest rate on PPP loans is 2.1 per cent (2020: 2.0 per cent). Interest margins of these loans depend on market fluctuations during the term of these loans.
19.2 Non-recourse property financing
These loans are contracted to finance land for property development and ongoing property development projects. The average term of non-recourse property financing is approximately 1.4 years (2020: approximately 0.8 years).
Interest on these loans is based on Euribor plus a margin. Interest margins of these loans do not depend on market fluctuations during the term of these loans. For several property financing loans, the interest is (partially) fixed. The balance of these financing loans is nil (2020:nil).
The carrying amount of the related assets is approximately €140 million at year-end 2021 (2020: approximately €164 million). The assets are pledged as a security for lenders. These loans will be payable on demand if the agreed qualitative and quantitative conditions relating to interest and capital repayments, among other things, are not met.
19.3 Recourse property financing
Recourse property financing is contracted to finance land and building rights and property development. The average term of recourse property financing is approximately 1.4 years (2020: approximately 1.7 years). Interest on these loans is based on Euribor plus a margin. Interest margins of these loans do not depend on market fluctuations during the term of these loans. For several property financing loans, the interest is (partially) fixed. The balance of these financing loans is €2 million (2020: €2 million).
Recourse property financing relates directly to the accompanying assets, that constitute a security for lenders. The carrying amount of the accompanying assets amounts to approximately €95 million at year-end 2021 (2020: approximately €73 million). Additional securities exist in the form of a guarantee provided by the Group, in some cases supplemented by a bank guarantee. These loans will be repayable on demand if the agreed qualitative and quantitative conditions relating to interest and capital repayments, among other things, are not met.
19.4 Subordinated convertible bonds
The Group has repaid its unsecured subordinated convertible bond on the initial agreed repayment date, 11 June 2021.
19.5 Committed syndicated credit facility
In November 2016 the Group renewed its committed revolving credit facility agreement for an amount of €400 million. The facility agreement had a remaining term to maturity of 1.3 years and ran until 31 March 2023. On 24 April 2020, the committed revolving credit facility was extended with one year to 31 March 2024, whereas from 1 April 2023 the committed amount is €360 million.
The facility can be used for general corporate purposes, including the usual working capital financing. As a result of this flexible use, the level of draw-downs fluctuates throughout the year.
In March 2020, the Group fully drew the facility as a precautionary measure to address the extraordinary circumstances faced due to Covid-19. Variable interest rates apply to the draw-downs on this facility with a margin between 150 and 275 basis points. The facility was fully repaid within the first quarter of 2021. As at 31 December 2021 the margin was 150 basis points (2020: 175 basis points). At year-end 2021, the facility was not used (year-end 2020: fully drawn).
19.6 Other financing
Other loans relate to financing of property, plant and equipment.
19.7 Bank overdrafts
Besides the non-current committed syndicated credit facility (note 19.5), the Group holds €128 million (2020: €138 million) in bilateral credit facilities and €25 million (2020: €25 million) intraday facilities. At year-end 2021 as well as 2020 the bilateral credit facilities and the intraday facilities were not utilised.
With regard to the various finance arrangements, the Group is bound by terms and conditions, both qualitative and quantitative and including financial ratios, in line with the industry’s practice.
Following the finance arrangement of the €400 million Revolving Credit Facility (RCF), the financial covenant calculation should be based on financial figures which are in line with the International Financial Reporting Standards (IFRS) as applicable on the closing date (i.e. 29 November 2016). Under the documentation it is also agreed that changes in the IFRS standards after the closing date, can be reversed for covenant calculation purposes, often referred to as ‘frozen GAAP’.
Since the closing date of the RCF, IFRS 15 and 16 came into force. Initially BAM calculated the covenants on a frozen GAAP basis, but during 2019 BAM agreed with the lenders to update the financial documentation for both standards. The Group agreed to continue to reverse the initial IFRS 15 impact on transition date, however to be phased out to nil in six quarters starting from the third quarter of 2019 onwards. With regard to IFRS 16, it has been agreed to leave all leases out of scope for covenant testing.
Terms and conditions for project financing, being (non-) recourse PPP loans, (non-) recourse property financing loans, are directly linked to the respective projects. A relevant ratio in property financing arrangements is the loan to value, i.e. the ratio between the financing arrangement and the value of the project. In PPP loans and recourse property financing arrangements the debt service cover ratio is applicable. This ratio relates the interest and repayment obligations to the project cash flow. No early payments were made in 2021 as a result of not adhering to the financing conditions of project related financing.
Terms and conditions for the committed syndicated credit facility are based on the Group as a whole, excluding non-recourse elements. The ratios for this financing arrangement (all recourse) are the leverage ratio, the interest cover ratio, the solvency ratio and the guarantor covers.
In March 2020, the Group fully drew the credit facility for €400 million as a precautionary measure to Covid-19. The credit facility was repaid in the first quarter of 2021.
An increased recourse leverage ratio of a maximum of 2.75 is permitted under the terms and conditions and applies to the second and third quarters of the year. The capital base in our financial covenants (as part of the solvency ratio) is adjusted for the hedging reserve and remeasurements of post-employments benefits, among other things.
The set requirements and realisation of the recourse ratios described above, can be explained as follows:
|Recourse EBITDA||≥ -25 million||N/A||79 million|
|Recourse borrowings||≤ 0 million||N/A||(1.3) billion|
|Leverage ratio||Net borrowings/EBITDA||≤ 2.50||(8.5)||N/A|
|Interest cover||EBITDA/net interest expense||≥ 4.00||19.1||N/A|
|Solvency ratio||Capital base/total assets||≥ 15%||21.1%||20.3%|
|Guarantor covers||EBITDA share of guarantors||≥ 60%||98.8%||107.8%|
|Assets share of guarantors||≥ 70%||98.1%||78.3%|
19.9 Other information
The Group’s subordinated convertible bonds, classified as borrowings under the current liabilities in 2020 were part of the capital base. Repayment obligations are subordinated to not subordinated obligations. The subordinated convertible bonds have been repaid on 11 June 2021 and therefore no longer part of the capital base in 2021.
The non-recourse PPP loans relate directly to the associated receivables from government bodies. Therefore, the interest rates are influenced marginally by market adjustments applying to companies. The terms of property loans are relatively short, as a consequence of which interest margins are in line with the markets. Therefore, the carrying amounts of these loans do not differ significantly from their fair values.
|Euro||Pound sterling||Euro||Pound sterling|
|Subordinated convertible bonds||-||-||6.1%||-|
|Committed syndicated credit facility||2.2%||-||2.2%||-|
|Non-recourse PPP loans||2.1%||-||2.0%||-|
|Non-recourse property financing||4.5%||-||3.0%||-|
|Recourse property financing||2.8%||-||2.8%||-|
|Other non-recourse financing||4.5%||-||4.3%||-|
|Other recourse financing||1.8%||-||-||-|
The Group contracted swaps to mitigate the exposure of borrowings.
The Group’s unhedged position is as follows:
|Up to 1 year||1 to 5 years||Over 5 years||Total
|Fixed interest rates||(4,023)||(6,363)||(882)||(11,268)|
|As at 31 December 2021||35,126||9,650||9,008||53,784|
|Fixed interest rates||(120,823)||(4,782)||(185)||(125,790)|
|As at 31 December 2020||84,820||417,513||6,428||508,761|
The carrying amounts of the Group’s borrowings are denominated in Euro’s.
20. Lease liabilities
The Group leases various land and buildings, equipment and installations, IT equipment, cars and other items from third parties under non-cancellable lease agreements. The lease agreements vary in duration, termination clauses and renewal options. The average incremental borrowing rate applied is 2.1 per cent as per 31 December 2021 (2020: 2.0 per cent).
See note 8. Right-of-use assets for the corresponding right-of-use assets.
Set out below are the carrying amounts of lease liabilities and the movements during the period:
|As at 1 January||293,973||311,591|
|Accretion of interest||5,151||6,506|
|Acquisition through business combinations||(10)||-|
|Transfer to liability held for sale (Note 37)||(26,167)||-|
|Exchange rate difference||3,238||(2,215)|
|As at 31 December||215,771||293,973|
|As at 31 December||215,771||293,973|
Disposals relate to lease liabilities derecognised due to the sale of BAM Deutschland. See Note 36. Reclassification relates to an equipment reclassified to property, plant and equipment, as well as adjustments for expired lease contracts.
The undiscounted future lease payments as included in the lease liabilities, presented in time buckets, are as follows:
|Up to 1 year||70,528||87,142|
|1 to 5 years||130,231||168,680|
|Over 5 years||31,252||48,161|
In addition to the identified lease liabilities above, an amount of €43 million of lease commitments exist regarding the short-term leases (2020: €30 million). Given the applied practical expedient, these leases have not been included in the lease liabilities and are therefore not stated in the table above. The undiscounted future lease payments does not include the amounts related to liabilities held for sale, of which €8.7 million is up to 1 year, €15.6 million is 1 to 5 years and €6.3 million is over 5 years.
The Group has several lease contracts that include extension and termination options. These options are negotiated by management to provide flexibility in managing the leased-asset portfolio and align with the Group’s business needs. Management exercises judgement in determining whether these extension and termination options are reasonably certain to be exercised.
|Within five years||More than five years|| Total
|Potential cash options not included in the leaseterm:|
|- Extension options, if the options are exercised||39,574||9,718||49,292|
|- Termination options, if the options are not exercised||2,652||-||2,652|
|Potential cash options not included in the leaseterm:|
|- Extension options, if the options are exercised||15,487||50,464||65,951|
|- Termination options, if the options are not exercised||1,063||-||2,088|
The following are the amounts recognised in profit or loss:
|Depreciation expense of right-of-use assets||8||85,632||98,918|
|Interest expense on lease liabilities||30||5,581||6,487|
|Impairment of right of use assets||1,980||-|
|Rent expenses – short term leases||55,089||45,641|
|Rent expenses – leases of low-value assets||267||1,745|
|Rent expenses – variable lease payments||14,291||13,147|
The group has lease contracts for cars that contains variable payments related to fuel and insurance.
Amounts recognised in the consolidated statement of cash flows:
|Repayments of principal portion of lease liabilities||(87,521)||(97,940)|
The Group also had non-cash additions to right-of-use assets and lease liabilities of €51.3 million in 2021 (2020: €78.5 million). The future cash outflows relating to leases that have not yet commenced are disclosed in note 35.
21. Derivative financial instruments
|Assets||Liabilities||Fair value||Assets||Liabilities||Fair value|
|Forward exchange contracts||463||695||(232)||650||764||(114)|
|Of which current:||463||695||(232)||650||536||(114)|
The notional principal amounts of the outstanding forward foreign exchange contracts at 31 December 2021 were €63 million (2020: €62 million). The fair value amounts to €0.2 million negative (2020: €0.1 million negative).
The terms to maturity of these contracts are up to a maximum of one year for the amount of €62 million (2020: €54 million), between one and two years for the amount of €1 million (2020: €8.0 million) and between two to four years nil (2020: €nil).
The notional principal amounts and the average forward rates of the foreign exchange contracts outstanding are:
|Notional amount||Average rates|
22. Employee benefits
|Defined benefit asset||98,384||55,107|
|Defined benefit liability||61,572||85,701|
|Other employee benefits obligations||24,768||28,031|
The Group operates defined contribution plans in the Netherlands, United Kingdom, Belgium, Germany and Ireland under broadly similar regulatory frameworks. The legacy defined benefit pension plans in all countries are closed for new entrants. The pension risks in the plans have decreased.
A further description of the post-employment benefit plans per country is as follows:
In the Netherlands, the Group makes contributions to defined benefit schemes as well as defined contribution schemes.
The pension schemes in the Netherlands are subject to the regulations as stipulated in the Pension Act. Due to the Pension Act the pension plans need to be fully funded and need to be operated outside the Company through a separate legal entity. Several multi- employer funds and insurers operate the various pension plans. The Group has no additional responsibilities for the governance of these schemes.
The basic pension for every employee is covered by multi-employer funds in which also other companies participate based on legal obligations. These funds have an indexed average salary scheme and are therefore defined benefit schemes. Specifically, these are the industry pension funds for construction, metal & technology and railways. As these funds are not equipped to provide the required information on the Group’s proportionate share of pension liabilities and plan assets, the defined benefit plans are accounted for as defined contribution plans. The Group is obliged to pay the predetermined premium for these plans. The Group may not reclaim any excess payment and is not obliged to make up any deficit, except by way of the adjustment of future premiums. The part exceeding the basic pension amount (top-up part), which is not covered by multi-employer funds, is carried out by external parties and relates to defined contribution schemes.
At year-end 2021, the (twelve-month average) coverage rate of the industry pension fund for construction is 119 per cent (2020: 106 per cent). The industry pension fund for metal & technology has a (twelve-month average) coverage rate of 101 per cent at year-end 2021 (2020: 91 per cent). The (twelve-month average) coverage rate of the industry pension fund for railways is 117 per cent (2020: 102 per cent).
With effect from 2006, the defined benefit scheme is closed for new entrants. The build-up of future pension entitlements for these employees is covered by the multi-employer funds or external insurance companies. Defined benefit schemes are closed for future accumulation and index-linked to the industry pension fund for Construction. Future build-up is solely possible for the top-up pension scheme of BAM, which has been terminated in 2020. It is financed by the employer based on a percentage of the pensionable salaries of the employees.
The Group has established an accountability committee, with representation from the Central Works Council (CWC) and the Socio- Economic Committee of the BAM pensioners association (SEC).
In the United Kingdom, the Group makes contributions to defined benefit plans as well as defined contribution plans. The Group is responsible for making supplementary contributions to recover the historical financing deficits. The plan for supplementary contributions was last revised after the most recent actuarial valuations of the funds in March 2016 and led to supplementary contributions in 2021 to the amount of approximately €7 million (2020: approximately €4 million).
The Group replaced the closed defined benefit pension schemes with defined contribution schemes, which are executed by an outside insurance company. Following the closure of future accumulation in defined benefit pension schemes in 2010, employees who participated in these schemes were invited to participate in the defined contribution schemes.
In addition, several defined benefit schemes are accounted for as defined contribution schemes due to the fact that external parties administering them are not able to provide the required information. These schemes have limited numbers of members. The Group is obliged to pay the predetermined premium for these plans. The Group may not reclaim any excess payment and is not obliged to make up any deficit, except by way of the adjustment of future premiums. The Group did not make any material contributions in 2021 nor 2020.
In Belgium, the Group makes contributions to a relatively small defined benefit scheme that is executed by an external insurance company. The Group has also made arrangements for employees to participate in a defined contribution scheme. Belgian defined contribution plans are subject to the Law of 28 April 2003 on occupational pensions, due to changes in the law in December 2015 defined contribution are classified and accounted for as defined benefit plans under IAS 19 ‘Employee Benefits’. Due to the intended sale of BAM G lere and BAM Contractors defined benefit obligations of €1m have been reclassified to liabilities held for sale
In Germany, the Group operates one defined benefit pension scheme financed by the employer. The Group closed two schemes to new participants and since 2006, the Group operates a defined contribution scheme, into which employees have the opportunity to contribute on an individual basis. In 2021, the Group divested BAM Deutschland, which resulted in a reduction of the net defined benefit obligation of €21 million.
The Group has a defined benefit scheme in Ireland, executed by a company pension fund. The multi-employer pension scheme was fully converted from a defined benefit scheme to a defined contribution scheme with effect from 1 January 2006 for new entrants. The Group is responsible for making supplementary contributions to recover the historical financing deficits. The plan for supplementary contributions was last revised after the most recent actuarial valuations of the funds in 2017. This has led to a yearly supplementary contribution of approximately €2 million (2020: €2 million).
Movements in the defined benefit pension plans over the year is as follows:
|As at 31 December 2021|
|Defined benefit liability||21,698||972||407||30,014||8,481||61,572|
|Defined benefit asset||-||98,384||-||-||-||98,384|
|Present value of obligation|
|As at 1 January 2021||409,768||1,066,775||28,946||71,232||105,294||1,682,015|
|Plan participants contributions||-||-||548||-||319||867|
|Changes and plan amendments||-||-||-||-||-||-|
|Transfer to held for sale||-||-||(19,894)||-||-||(19,894)|
|Exchange rate differences||-||79,614||-||-||-||79,614|
|As at 31 December 2021||357,265||1,097,096||9,291||37,041||98,617||1,599,310|
|Fair value of plan assets|
|As at 1 January 2021||392,623||1,121,882||25,651||17,243||94,022||1,651,421|
|Plan participants contributions||-||-||548||-||319||867|
|Transfer to held for sale||-||-||(18,531)||-||-||(18,531)|
|Exchange rate differences||-||84,835||-||-||-||84,835|
|As at 31 December 2021||335,567||1,194,508||8,884||7,027||90,136||1,636,122|
|Present value of obligation||357,265||1,097,096||9,291||37,041||98,617||1,599,310|
|Fair value of plan assets||335,567||1,194,508||8,884||7,027||90,136||1,636,122|
|As at 31 December 2021||21,698||(97,412)||407||30,014||8,481||(36,812)|
|Amounts recognised in the income statement|
|Net interest expense||64||(1,083)||12||479||117||(411)|
|Changes and plan amendments and settlements||-||-||-||-||-||-|
|Amounts recognised in other comprehensive income|
|- Return on plan assets, excluding interest income||18,860||(4,336)||(984)||(21)||(1,018)||12,501|
|- (Gain)/loss from change in demographic assumptions||(15)||(11,639)||(46)||-||-||(11,700)|
|- (Gain)/loss from change in financial assumptions||(10,743)||(2,627)||(1,000)||802||654||(12,914)|
|- Experience (gains)/losses||(26)||(12,089)||738||(987)||133||(12,231)|
|Remeasurement net of tax||6,056||(32,387)||(909)||5||(231)||(27,466)|
|As at 31 December 2020|
|Defined benefit liability||17,145||-||3,295||53,989||11,272||85,701|
|Defined benefit asset||-||55,107||-||-||-||55,107|
|Present value of obligation|
|As at 1 January 2020||414,737||1,024,186||27,521||74,662||106,187||1,647,293|
|Plan participants contributions||-||-||444||-||352||796|
|Changes and plan amendments||-||-||-||-||-||-|
|Exchange rate differences||-||(56,591)||-||-||-||(56,591)|
|As at 31 December 2020||409,768||1,066,775||28,946||71,232||105,294||1,682,015|
|Fair value of plan assets|
|As at 1 January 2020||401,045||1,093,114||24,232||17,254||82,495||1,618,140|
|Plan participants contributions||-||-||444||-||352||796|
|Exchange rate differences||-||(60,122)||-||-||-||(60,122)|
|As at 31 December 2020||392,623||1,121,882||25,651||17,243||94,022||1,651,421|
|Present value of obligation||409,768||1,066,775||28,946||71,232||105,294||1,682,015|
|Fair value of plan assets||392,623||1,121,882||25,651||17,243||94,022||1,651,421|
|As at 31 December 2020||17,145||(55,107)||3,295||53,989||11,272||30,594|
|Amounts recognised in the income statement|
|Net interest expense||88||(1,391)||15||565||303||(420)|
|Changes and plan amendments and settlements||-||-||-||-||-||-|
|Amounts recognised in other comprehensive income|
|- Return on plan assets, excluding interest income||(11,244)||(116,303)||(832)||(379)||(9,048)||(137,806)|
|- (Gain)/loss from change in demographic assumptions||(7,907)||(573)||-||-||-||(8,480)|
|- (Gain)/loss from change in financial assumptions||29,102||134,347||122||-||1,965||165,536|
|- Experience (gains)/losses||(4,462)||(2,811)||992||198||(3,669)||(9,752)|
|Remeasurement net of tax||4,117||8,063||(25)||(806)||(9,409)||1,940|
The average duration of the defined benefit obligations per country were as follows:
|Average duration (in years)||15||19||16||11||22|
|Average duration (in years)||16||20||17||12||22|
The significant actuarial assumptions per country were as follows:
|Salary growth rate||0-1.9%||-||1.9%||1.5%||-|
|Pension growth rate||0-1.9%||2.2-3.4%||-||1.5%||0-2.1%|
|Salary growth rate||0-1.7%||0-3.6%||1.7%||1.5%||-|
|Pension growth rate||0-1.2%||2.1-2.9%||-||1.5%||0-1.3%|
Assumptions regarding future mortality are set based on actuarial advice in accordance with published statistics and experience in each country.
The sensitivity of the defined benefit obligation to changes in the weighted principal assumptions is:
- If the discount rate is 0.5 per cent higher (lower), the pension liability will decrease by approximately €136 million (increase by approximately €155 million).
- If the expected salary increase is 0.5 per cent higher (lower), the pension liability will increase by approximately €1 million (decrease by approximately €1 million).
- If the expected indexation is 0.5 per cent higher (lower), the pension liability will increase by approximately €59 million (decrease by approximately €54 million).
- If the life expectancy increases (decreases) by 1 year, the pension liability will increase by approximately €72 million (decrease by
- approximately €69 million).
The above sensitivity analyses are based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied as when calculating the pension liability recognised within the statement of financial position.
The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the previous period.
Plan assets are comprised as follows:
|Equity instruments (quoted)||-||132,535||-||-||26,745||159,280|
|Debt instruments (quoted)||-||898,040||-||-||52,175||950,215|
|Qualifying insurance policies (unquoted)||335,567||103,482||8,884||7,027||398||455,358|
|Cash and cash equivalents||-||41,264||-||-||7,156||48,420|
|Equity instruments (quoted)||-||123,021||-||-||33,523||156,544|
|Debt instruments (quoted)||-||856,389||-||-||47,938||904,327|
|Qualifying insurance policies (unquoted)||392,623||102,327||25,651||17,243||470||538,314|
|Cash and cash equivalents||-||21,743||-||-||8,716||30,459|
Plan assets do not include the Company’s ordinary shares. The Group applies IAS 19.115 for the valuation of the plan assets in connectionwith the insured contracts.
Through its defined benefit pension plans the Group is exposed to a number of risks, the most significant of which are detailed below:
The plan liabilities are calculated using a discount rate set with reference to corporate bond yields; if plan assets underperform this yield,this will create a deficit.
Changes in bond yields
A decrease in corporate bond yields will increase plan liabilities, although this will be partially offset by an increase in the value of theplans’ bond holdings.
The plan liabilities are calculated based on future salaries of the plan participants, so increases in future salaries will result in an increasein the plan liabilities.
The majority of the plan liabilities are calculated based on future pension increases, so these increases will result in an increase in the planliabilities.
The majority of the plan liabilities are to provide benefits for the life of the member, so increases in life expectancy will result in anincrease in the plan liabilities.
With regard to the funded plans, the Group ensures that the investment positions are managed within an asset-liability matching (‘ALM’)framework that has been developed to achieve long-term investments that are in line with the obligations under the pension schemes.Within this framework, the Group’s ALM objective is to match assets to the pension obligations by investing in long-term fixed interestsecurities with maturities that match the benefit payments as they fall due and in the appropriate currency. The Group monitors how theduration and the expected yield of the investments are matching the expected cash outflows arising from the pension obligations. TheGroup has not changed the processes used to manage its risks from previous periods. Investments are well diversified, such that thefailure of any single investment would not have a material impact on the overall level of assets.Employer contributions to post-employment benefit plans for the year ending 31 December 2022 are expected to be higher than 2021by €9 million to €10 million, due to higher contributions in the Netherlands and United Kindom.
|Warranty||Restructuring||Claims / legal obligations||Associates and joint ventures||Onerous contracts||Other||Total|
|As at 1 January 2020||32,025||7,775||28,675||77,466||118,837||10,239||275,017|
|Charged/(credited) to the income statement:|
|- Additional provisions||16,457||44,878||8,530||7,381||104,287||13,190||194,723|
|Used during the year||(11,566)||(8,831)||(3,852)||(1,325)||(39,735)||(2,402)||(67,711)|
|Transfer to liabilities held for sale||-||-||(897)||-||(1,732)||-||(2,629)|
|Exchange rate differences||-||(2)||-||(133)||(764)||(12)||(911)|
|As at 31 December 2020||36,175||40,154||29,874||39,440||158,844||22,450||326,937|
|Charged/(credited) to the income statement:|
|- Additional provisions||13,200||9,869||3,552||3,651||61,730||19,514||111,516|
|Used during the year||(8,558)||(24,121)||(4,142)||(2,663)||(56,228)||(5,439)||(101,151)|
|Exchange rate differences||-||5||-||-||1,011||27||1,043|
|Transfer to liabilities held for sale||-||(181)||-||-||(13,822)||(528)||(14,531)|
|As at 31 December 2021||32,785||16,212||4,475||7,124||128,578||20,809||209,983|
Provisions are classified in the balance sheet as follows:
The provision for warranty concerns the best estimate of the expenditure required to settle complaints and deficiencies that become apparent after the delivery of projects and that fall within the warranty period. In reaching its best estimate, the Group takes into account the risks and uncertainties that surround the underlying events which are assessed periodically. Approximately 50 per cent of the provision is current in nature (2020: approximately 47 per cent).
The provision for restructuring concerns the best estimate of the expenditure associated with reorganisation plans already initiated. This provision has significantly decreased due to restucturing payments of €24 million. Approximately 99 per cent of the provision is current in nature (2020: approximately 99 per cent). The estimated staff restructuring costs to be incurred are recognised under ‘personnel expenses’ for an amount of €6 million (2020: €41 million). Other direct costs attributable to the restructuring are recognised under ‘other operating expenses’. The reclassifications under restructuring comprise amounts reclassified to other liabilities.
Claims and legal obligations mainly relate to legal cases of closed projects. These are related to active and at-risk cases. The uncertainties related to this provision are linked to the duration and the extent of the amount to be incurred. Approximately 0 per cent of the provision is current in nature (2020: 64 per cent).
The provision for associates and joint ventures arise from the legal or constructive obligation in connection with structured entities for property development projects (associates and joint ventures). An amount of €7 million (2020: €39 million) is attributable to joint ventures and €0.0 million (2020: €0.0 million) to associates.
A provision for onerous contracts is related to projects for which the unavoidable costs of meeting the obligations under the contract exceed the economic benefits. Approximately 37 per cent of the provision is current in nature (2020: approximately 63 per cent). See Note 2.26 step 2.
As part of the sale of BAM Deutschland AG the Group provided a financial guarantee of €3 million on outstanding receivables (€38 million), and as part of the sale, engaged into a risk sharing contract of €10 million, both presented in the other provisions. See Note 36. The remaining other provisions relate to various individual immaterial amounts and nature, such as various guarantees agreed upon with the buyer of BAM Deutschland AG, decommissioning obligations and minor disputes. Approximately 65 per cent of the provision is current in nature (2020: approximately 79 per cent). An amount of €10 million in “Disposals/other” relates to the sale of BAM Swiss AG. in 2021.
The non-current part of the provisions has been discounted at an interest rate in the range of approximately 0 to 3 per cent (2020: approximately 0 to 3 per cent).
24. Deferred tax assets and liabilities
|Deferred tax assets||92,559||106,182|
|Deferred tax liabilities||(24,384)||(13,623)|
|Deferred tax assets (net)||62,376||92,559|
The gross movement on the deferred income tax assets and liabilities is as follows:
|As at 1 January||92,559||117,973|
|Income statement charge/(credit)||(17,789)||(43,053)|
|Tax charge/(credit) relating to components of other comprehensive income||(4,690)||6,056|
|Changes in enacted tax rates||(2,254)||7,420|
|Acquired/disposed in business combination||938||4,161|
|Other / reclass||(5,514)||(698)|
|Exchange rate differences||(874)||700|
|As at 31 December||62,376||92,559|
The movement in deferred income tax assets and liabilities during the year, without taking into consideration the offsetting of balances within the same tax jurisdiction, is as follows:
|Provisions||Tax losses||Derivatives||Employee benefit obligations||Other||Total|
|Deferred tax assets|
|As at 1 January 2020||5,957||114,488||1,749||11,288||24,185||157,677|
|(Charged)/credited to the income statement||6,704||(40,052)||1,627||1,087||(4,341)||(34,975)|
|(Charged)/credited to other comprehensive income||-||-||(1,502)||2,033||-||531|
|Changes in enacted tax rates||-||9,003||-||-||450||9,453|
|Exchange rate differences||(65)||-||(89)||-||(116)||(270)|
|As at 31 December 2020||12,596||83,439||124||14,408||19,480||130,047|
|(Charged)/credited to the income statement||(232)||(22,012)||17||(943)||9,880||(13,290)|
|(Charged)/credited to other comprehensive income||-||-||14||1,390||-||1,464|
|Changes in enacted tax rates||559||1,648||-||173||1,219||3,600|
|Disposal of subsidiary||-||-||-||(5,321)||(7,653)||(12,974)|
|Transfer to assets held for sale||(51)||(5,069)||-||(316)||(500)||(5,936)|
|Exchange rate differences||110||-||-||-||168||278|
|As at 31 December 2021||12,758||67,666||216||9,391||19,375||109,406|
|As at 31 December 2021||86,760|
|Provisions||Tax losses||Derivatives||Employee benefit obligations||Other||Total|
|Deferred tax assets|
|As at 1 January 2020||11,398||7,699||12||12,538||8,047||39,694|
|Charged/(credited) to the income statement||6,718||(664)||-||2,103||(80)||8,077|
|Charged/(credited) to other comprehensive income||-||-||-||(5,525)||-||(5,525)|
|Changes in enacted tax rates||-||30||-||2,003||-||2,033|
|Exchange rate differences||-||(319)||-||(650)||-||(969)|
|As at 31 December 2020||18,116||924||12||10,469||7,967||37,488|
|Charged/(credited) to the income statement||4,112||588||20||1,215||(1,436)||4,499|
|Charged/(credited) to other comprehensive income||-||-||92||6,062||-||6,154|
|Changes in enacted tax rates||-||20||1||5,455||378||5,854|
|Disposal of subsidiary||(9,891)||-||-||-||(3,101)||(12,992)|
|Transfer to liabilities held for sale||(541)||-||-||-||(22)||(563)|
|Exchange rate differences||-||-||-||1,152||-||1,152|
|As at 31 December 2021||11,796||1,030||119||24,353||9,732||47,030|
|As at 31 December 2021||24,384|
Deferred tax assets in a country are recognised only to the extent that it is probable that future taxable profits in that country are available against which the deductible temporary differences, available tax credits and available tax losses carry-forwards can be utilised. The assessment as to whether an entity will have sufficient taxable profits in the future is a matter requiring careful judgement based on the facts and circumstances available. Although the profit forecast shows that sufficient profit should be available in coming years to recognize a deferred tax asset for compensating losses, we performed further analysis of all positive and negative evidence to substantiate the position taken. The nature of the convincing evidence did not change significantly compared to 31 December 2020, except for the forecasted future taxable profits.
The Group’s forecasted taxable profits for the years 2022 through 2026 have given rise to additional recognition of deferred tax assets in the amount of € 16.6 million, mainly relating to the Netherlands and Germany. On the other hand new tax loss settlement rules enacted in the Netherlands limit the utilisation of available tax losses to only 50% for any taxable profit over € 1 million. As a result the deferred tax asset has been derecognized for € 28 million in this respect. The remaining carrying amount (after impairment and recognition of net operating losses) of the deferred tax asset is €86.8 million as at 31 December 2021.
With the enactment of the new tax loss settlement rules in the Netherlands, the allocation of the net deferred tax asset between tax losses, tax credits and temporary difference has become more relevant. Therefore, we have processed a more detailed reporting for temporary differences, resulting in some significant reclassifications between the different categories, but balancing out to nil for the total deferred tax position.
The gross movements through other comprehensive income have a deferred tax impact of €4.7 million negative, mainly relating to pensions. Furthermore, the tax rate change in the UK and the Netherlands have a total impact of €2.3 million, of which € 7.8 million is also recognized through OCI. Therefore, the total deferred tax impact on OCI is € 3.1 million positive.
The deferred tax position that is transferred to assets held for sale relates to BAM Galère and BAM Contractors.
Tax losses available to the fiscal unity in the Netherlands for carry-forward losses at year-end 2021 amount to approximately €551 million. These unused tax losses relate to the years 2013 up to and including 2017 and result to a large extent from identifiable causes, which are unlikely to recur, including significant impairments on properties and significant restructuring costs during these years. In 2021 new tax loss settlement rules enacted in the Netherlands limit the utilisation of available tax losses to only 50% for any taxable profit over € 1 million. However, now the availably losses may be carried forward to be offset against future profits indefinitely. Based on estimates and timing of future taxable profits within the fiscal unity in the Netherlands for the upcoming five years, approximately €156 million of these losses are recognised. Management estimates of forecasted taxable profits in the Netherlands are based on financial budgets approved by management, extrapolated using growth rates for revenue and profit before tax margins that take into account external market data and benchmark information and taking into account past performance. Growth rates for revenue and profit before tax margins are in line with the Group’s mid- and long-term expectations. Subsequently these forecasts have been reduced to meet the recognition criteria under IFRS in respect of deferred tax assets. No specific tax planning opportunities have been taken into account.
Also in 2021 the Dutch government enacted the increase of the Dutch corporate income tax rate from 25% to 25.8%. The impact of the tax rate increase has been reflected in the value of the deferred tax assets in the 2021 annual report. This resulted in an increase in deferred tax asset relating to operating losses by €1.6 million.
Tax losses to a minimum of €250 million are expected to remain available for the companies in Germany, which can be offset against future taxable profits. Based on estimates of the level and timing of future taxable profits per operating company and per fiscal unity, approximately € 31.5 million of these losses are recognized. The legal term within which these losses may be offset against future profits is indefinite. Management estimates of forecasted taxable profits in Germany are based on financial budgets approved by management, extrapolated using estimated growth rates that are considered to be in line with the Group’s mid- and long-term expectations, taking into account past performance.
25. Trade and other payables
|Amounts due to customers (contract liabilities)||38||859,293||812,351|
|Amounts due to related parties||76,627||133,292|
|Social security and other taxes||283,487||371,155|
|Amounts due for work completed||222,179||167,066|
|Amounts due for work in progress||572,891||461,216|
|Other financial liabilities||737||6,778|
|Accrued expenses and deferred income||249,643||270,913|
In response to Covid-19 in 2020, the Group made use of the temporary deferral of tax payments (value added tax and wage tax) granted by certain tax authorities. An amount of €9 million (2020: € 50 million) is included in Social security and other taxes as part of the current liabilities and €111 million (2020: €184 million) is included in Social security and other taxes as part of non-current liabilities in the consolidated statement of financial position.
The increase in amounts due to customers (contract liabilities) mainly relates to some large prepayments on certain contracts, offset by the impact of the sale of BAM Deutschland. See note 36.
The amounts due for work completed and for work in progress relate to suppliers of the Group for contract work performed.
26. Employee benefit expenses
|Wages and salaries||1,135,778||1,152,018|
|Social security costs||161,146||170,301|
|Pension costs - defined contribution plans||86,517||89,923|
|Pension costs - defined benefit plans||22||4,463||6,404|
|Other post-employment benefits||2,571||(477)|
Employee benefit expenses include restructuring costs and other termination benefits of €6.3 million (2020: €41 million) of which €5.9 million is included in wages and salaries, €0.2 million in social security costs and €0.2 million in pension costs and other post-employment benefits. See further note 28.
Certain governmental (furlough) schemes were used in connection with Covid-19 for a total amount of approximately €3 million (2020: €12 million), which is fully reflected in wages and salaries. An amount of €3 million in respect of Ireland (2020: €2 million) and United Kingdom €0m (2020: €8 million) has been received and is deducted from wages and salaries. In 2020 also €2 million is reflected as a reduction of the wages and salaries as part of the employee benefit expenses, given the fact that grants in Belgium were directly paid to employees. See note 41.
At year-end 2021, the Group had 15,739 employees in FTE (2020: 17,966 , excluding 98 in BAM PPP). The average number of employees in FTE amounted to 17,001 (2020: 18,731, excluding discontinued operations), of which 9,781 in other countries than the Netherlands (2020: 10,185).
27. Impairment charges
|Impairment of Intangible assets||9||3,275||60,934|
|Impairment of Property, plant and equipment||7||5,030||586|
|Impairment of ROU assets||8||1,980||-|
|Impairment of Assets held for sale and disposals||36/37||25,976||-|
|Impairment of Inventories||13||(1,888)||11,321|
|Share of impairment charges in investments||11||14,117||1,900|
The impairment charges of intangible assets of €3 million mainly relate to IT software for which the recoverable amount is lower than its carrying amount. In 2020, deteriorating market conditions (including Covid-19) gave rise to further assess future performance of the Group. Poor performance of certain underlying CGUs (to which goodwill is allocated) led to an impairment loss of goodwill of €61 million. See Note 9.
The property, plant and equipment impairment charges of €5 million mainly relate to BAM International equipment that will not generate any economic benefits in the future. Immediately after the impairment charge the assets were classified to Assets held for sale. See note 37.
In 2021, Right of use assets were impaired due to vacancies in a leased building which is not expected to be used by the Group for the remaining lease term which resulted in an impairment charge of €2 million.
The group announced 18 October that it has sold its German operating company BAM Deutschland, resulting in an €5 million impairment charge. On 2 December, the Group decided to divest its wholly owned subsidiary BAM Gal re srl, including other non-core related assets. Accordingly, all its assets and liabilities are classified as held for sale in the consolidated statement of financial position as at 31 December 2021 (see Note 37). Upon the classification to held for sale, an impairment of €4 million was recognised for the disposal group to lower its carrying amount to its fair value less costs to sell.
During 2021 the Group decided to divest its wholly owned subsidiary BAM Contractors bv, including other non-core related assets. Accordingly, all its assets and liabilities are classified as held for sale in the consolidated statement of financial position as at 31 December 2021(see Note 37). Upon the classification to held for sale, an impairment of €16 million was recognised for the disposal group to lower its carrying amount to its fair value less costs to sell. See note 37.
The net impairment charges in connection with inventories are related to property developments in the Netherlands. See Note 13.
The share of impairment charges in investments contains €6 million on the AsfaltNu asphalt production joint venture and €8 miliion of impairment of inventories in joint ventures.
28. Adjusted items
The following items have been adjusted on EBITDA and relate to restructuring costs and pension one-offs as detailed below:
Restructuring costs relate to the major restructuring programme, announced in September 2020. Further, due to the wind down of activities in BAM International a number of employees have been made redundant in 2020. Total restructuring costs related to the major restructuring programme as well as the wind down of BAM International amount to approximately €6 million (2020: €45 million) of which €6.3 million (2020: €41 million) is included in employee benefit expenses and €0.2 million (2020: €4 million) is included in other operating expenses.
In 2020, the pension one-off relates to the UK Civil release of pension liability due to a change of indexation of future salary increases, which had a positive effect of €1.2 million.
In 2020, Adjusted items included impairment charges. However, due to the change in KPI from adjusted result to adjusted EBITDA, impairment charge is now a separate adjustment between EBITDA and operating result. Therefore, impairment charges are no longer part of the adjusted items. See Note 5.
29. Audit fees
The total fees for the audit of the consolidated financial statements 2021 are listed below. The fees stated below for the audit of the financial statements are based on the total fees for the audit of the financial statements, regardless of whether the procedures were already performed in the financial year.
Expenses for services provided by the Company’s current independent auditor, Ernst & Young Accountants LLP (EY) and its foreign member firms to the Group are specified as follows:
|EY Netherland||EY foreign member firms||Total||EY Netherland||EY foreign member firms||Total|
|Other non-audit fees||-||-||-||-||-||-|
30. Finance income and expense
|- Interest income - cash at banks||1,039||1,251|
|- Interest income - other financial assets||426||1,117|
|- Other finance income||2,399||5,873|
|- Subordinated convertible bonds||3,313||7,365|
|- Committed syndicated credit facility||3,707||6,126|
|- Bank fees - committed syndicated credit facility||-||1,411|
|- Non-recourse property financing||2,659||2,230|
|- Other non-recourse financing||151||198|
|- Interest expense - bank overdrafts and deposits||1,711||2,378|
|- Interest expense on lease liabilties||5,581||6,487|
|- Recourse property financing||1,082||622|
|- Other recourse financing||1,764||2,981|
|- Interest expense - other liabilities||1,284||50|
|Less: capitalised interest on the Group’s own projects||(5,149)||(5,993)|
|Net finance result||(12,239)||(15,614)|
An overview of the applicable effective interest rates on borrowings are disclosed in note 19 to the consolidated financial statements. The Group encounters various negative interest rates on deposits.
31. Income tax
Income tax on the Group’s result before tax differs from the theoretical amount that would arise using the Dutch applicable tax rate applicable to profits of the consolidated companies as follows:
|Result before tax||65,847||(236,947)|
|Tax calculated at Dutch tax rate||16,462||(59,237)|
|Tax effects of:|
|- Tax rates in other countries||(937)||20,833|
|- Non deductible goodwill impairment||-||15,000|
|- Non deductible expenses||3,780||-|
|- Remeasurement of deferred tax – changes in enacted tax rates||10,010||(7,420)|
|- Return to provision adjustments||(3,613)||-|
|- Previously unrecognised tax losses||(17,297)||(920)|
|- Tax losses no(t) (longer) recognised||36,570||69,061|
|- Results of investments and other participations, net of tax||1,597||(1,566)|
|- Change in uncertain tax provisions||1,298||-|
|- Other including expenses not deductible for tax purposes||974||(651)|
|Effective tax rate||74.2%||-14.8%|
The weighted average tax rate applicable was 23.6 per cent (2020: 16.2 per cent). The difference with the Dutch statutory tax rate (25 per cent) is attributable to a different spread of results over the countries.
Income tax on the group’s result before tax differs from the theoretical amount that would arise using BAM’s weighted average tax rate as follows:
In 2021 the tax charge was influenced by the change in tax loss settlement rules enacted in the Netherlands, non-deductible participations related results, tax rate change impact in the UK and the Netherlands and the (de)recognition of tax losses available for carry-forward.
According to the new rules in the Netherlands, taxable profits of over €1 million can only be settled for 50% with available tax losses, resulting in a decrease of the deferred tax asset related to tax loss carry forwards. On balance the deferred tax asset for tax loss carry forward has decreased with € 19.3 million. On the other hand increased profitable forecast in the Netherlands and Germany have given rise to an increase of the deferred tax asset.
Tax rate changes have been enacted during the year in both the UK (from 19% to 25%) and the Netherlands (from 25% to 25.8%). Them corporate income tax rate effect in the Netherlands and UK has a negative impact on the deferred tax positions of the Group for €2.3 million, of which €10 million charge has been recognized through profit and loss and € 7.3 million benefit through other comprehensive income.
32. Earnings per share
|Weighted average number of ordinary shares in issue (x 1,000)||273,296||273,296|
|Net result attributable to shareholders||18,125||(122,184)|
|Basic earnings per share (in €)||0.07||(0.45)|
|Net result from continuing operations attributable to shareholders||18,125||(271,760)|
|Basic earnings per share from continuing operations (in €)||0.07||(1.00)|
|Net result from discontinued operations attributable to shareholders||-||149,577|
|Basic earnings per share from discontinued operations (in €)||-||0.55|
Allowing for dilution, the earnings per share are as follows:
|Diluted weighted average number of ordinary shares in issue (x 1,000)||284,461||299,124|
|Net result attributable to shareholders (diluted)||20,610||(116,659)|
|Diluted earnings per share (in €)||0.07||(0.45)|
|Net result from continuing operations attributable to shareholders (diluted)||20,610||(266,236)|
|Diluted earnings from continuing operations per share (in €)||0.07||(1.00)|
|Net result from discontinued operations attributable to shareholders (diluted)||-||149,577|
|Diluted earnings from discontinued operations per share (in €)||-||0.55|
The Group has repaid its unsecured subordinated convertible bond on the initial agreed repayment date, 11 June 2021. In the calculation of the diluted weighted average number of ordinary shares only the portion of these potential shares are included for the period during which they were outstanding. In 2021 and 2020, the potential ordinary shares are antidilutive because their conversion to ordinary shares would improve the result per share from continuing operations. Therefore in both years, no conversion is assumed and the diluted earnings per share are equal to the basic earnings per share.
33. Dividends per share and proposed appropriation of result
The net result for 2021 that amounts to €18.1 million has been attributed to the shareholders’ equity.
Over 2021, no dividend is proposed to be declared as the capital ratio is below strategic target.
In 2021, no dividend has been paid over 2020.
34.1 Legal proceedings
In the normal course of business the Group is involved in legal proceedings predominantly concerning litigation in connection with (completed) construction contracts. The legal proceedings, whether pending, threatened or unasserted, if decided adversely or settled, may have a material impact on the Group’s financial position, operational result or cash flows. The Group may enter into discussions regarding settlement of these and other proceedings and may enter into settlement agreements, if it believes settlement is in the best interests of the Company’s shareholders. In accordance with current accounting policies, the Group has recognised provisions with respect to these proceedings, where appropriate, which are reflected on its balance sheet.
Ethical misconduct or non-compliance with applicable laws and regulations (such as competition, bribery and corruption) could expose BAM to liabilities or have a negative impact on its business and reputation. BAM may be subject to administrative, civil or criminal liabilities including significant fines and penalties, as well as suspension or debarment from government or non-government contracts for some period of time.
Bonds and Guarantees are provided in the ordinary course of business to our clients, either by the Company (parental guarantees), by banks (bank guarantees), or by surety companies (surety bonds), securing due performance of the obligations under the contracts by the subsidiaries of the Company.
It is not expected that any material risks will arise from these securities. These securities are limited in amount and can only be called upon in case of (proven) default.
The parent company guarantees issued amount to €169 million (2020: €186 million). Guarantees issued by banks and surety companies amount to €1.5 billion (2020: €2.1 billion). Guarantee facilities amount to €2.9 billion (2020: €2.9 billion).
35.1 Purchase commitments
Capital expenditure contracted for at the end of the reporting period but not yet incurred and conditional contractual obligations to purchase land for property development activities is as follows:
|Property, plant and equipment||5,790||2,733|
The conditional nature of the contractual obligations to purchase land relate to, among other items, the amendment of development plans, the acquirement of planning permissions and the actual completion of property development projects.
35.2 Lease commitments
The future undiscounted lease payments regarding lease commitments are included in note 20. Lease liabilities.
The Group has various lease contracts that have not yet commenced as at 31 December 2021. The future undiscounted lease payments for these non-cancellable lease contracts are €3.9 million within one year, €15.8 million within five years and €1.3 million thereafter (2020: €1.7 million within one year, €4.9 million within five years and €0.2 million thereafter).
The Group has variable lease payments amounting to €31.8 million which are not recognised in lease liabilities, but are recognised as expense in profit and loss. The expected future costs related to these variable lease payments are €11.4 million within one year, €19.7 million within five years and €0.7 million thereafter (2020: €11.9 million within one year, €21.3 million within five years and €1.3 million thereafter). Variable leases mainly relate to fuel costs which is based on usage. The variability of these costs depend on the number of vehicles driven, their actual usage and any changes in rates.
36. Sale of BAM Deutschland AG and BAM Swiss AG
During 2021 the Group sold its shares in BAM Deutschland AG and its direct holder, to Zech Group SE and Gustav Zech Foundation. The sale was completed on 15 October 2021. Due to the loss of control of BAM Germany, all the assets and liabilities of the former subsidiaries were fully derecognised as of 15 October 2021. BAM Deutschland AG was included in the operating segment Construction and Property.
The shares were sold for an amount of €1, with related costs to sell of €3 million. Before the completion of the transaction an impairment loss of €5 million was recognised to lower the carrying amount to its fair value less costs to sell. The impairment loss forms part of the impairment charges as reflected in the consolidated income statement. See note 27. The net cash outflow for the sale of BAM Deutschland amounts to €86 million and is included in the Proceeds from sale of Subsidiaries in the Consolidated Cashflow statement.
Total revenue up to 15 October 2021 amounts to €318 million with a total (adjusted) EBITDA of €2 million.
As per transaction date 15 October 2021 the following major categories of assets and liabilities that are derecognized following the loss of control are summarized below:
|(in € million)||15 October 2021|
|Non current assets||32|
|Cash and cash equivalents||86|
|Total assets derecognised||266|
|Non current liabilities||96|
|Total liabilities derecognised||269|
The Group made various guarantees to the buyer:
- The Group, by way of a financial guarantee, guaranteed that the outstanding receivables older that one year as at 31 December 2020(€63.2 million) are at least collectible for 90 per cent. The maximum exposure as at 31 December 2021 amounts to €37 million forwhich the Group has recognized a provision of €3 million. These costs are included in the other expenses. See note 23 provisions.-
- For certain projects, the Group and the buyer agreed to share the profits and losses resulting from these projects till a cap. Whenexpected losses exceed the cap, the Group bears all the risks. In the last quarter of 2021, the Group has recognized an additionalprovision of €10 million in this respect. The costs are included in the other expenses. See note 23 provisions.
- The Group has indemnified the purchasers of BAM Deutschland for various risks that are within the normal course of sale transaction. As at 31 December 2021, the Group has not recognized any liability for these indemnifications.
In 2021 BAM completed the sale of the shares of BAM Swiss AG (a subsidiary of BAM Deutschland AG) to Implenia AG and therefore theassets and liabilities involved have been fully derecognised. As per 31 December 2020, these assets and liabilities were classified as heldfor sale. There was no gain or loss on the sale of BAM Swiss AG in 2021. See note 23 provisions. With the sale of BAM Swiss AG. The netcash outflow amounted to €11 million and is included in Proceeds from sale of Subsidiaries in the Consolidated Cashflow statement.
37. Assets held for sale and discontinued operations
37.1 Assets held for sale inventories
|Property, plant and equipment||16,539||-|
|Assets classified as held for sale||23,119||7,819|
At year-end 2021 and 2020, the assets classified as held for sale for inventories relate to one remaining property development position in the East part of the Netherlands, which have not been transferred yet. A part of the position has been transferred during 2021. It is expected that the remainder will follow in 2022. The carrying amount representing the fair value is based on the sale price.
(ii) Property, plant and equipment
In connection with the winddown of BAM International certain crane barges are going to be sold in 2022 and therefore these assets have been classified to held for sale. Upon the classification to held for sale, an impairment of €3 million was recognised on these assets to bring the carrying amount to its fair value less costs to sell. The impairment of €3 million has been included in the impairment charges in the consolidated income statement. See note 27.
37.2 Assets held for sale BAM Galère srl
During 2021 the Group decided to divest its wholly owned subsidiary BAM Gal re srl of BAM Belgium to the Belgian construction company Thomas & Piron Group. Accordingly, all its assets and liabilities are classified as held for sale in the consolidated statement of financial position as at 31 December 2021. The business of BAM Gal re srl is presented in the Construction and Property and Civil Engineering segment. The related revenue and adjusted EBITDA for the Construction and Property segment is €117 million (2020: €89 million) revenue and €3 million (2020: €2 million) adjusted EBITDA and for the Civil Engineering segment the revenue is €97 million (2020: €69 million) and adjusted EBITDA €5 million (2020: €2 million). Upon the classification to held for sale, an impairment of €4 million was recognised for BAM Galer srl to lower its carrying amount to its fair value less costs to sell. See note 27. The fair value of the BAM Galère srl of €32 million is based on the signed share purchase agreement and is categorized as a Level 2 fair value as at 31 December 2021.
At 31 December 2021, the major classes of assets and liabilities classified as held for sale of BAM Gal re srl, after elimination of an intercompany receivable of €16 million, are as follows:
|(in € million)||2021|
|Non current assets||20,495|
|Cash and cash equivalents||21,008|
|Assets classified as held for sale||121,034|
|Liabilities classified as held for sale||105,264|
The Group has indemnified the Thomas & Piron Group and provided various guarantees in the normal course of selling a business. As at31 December 2021 these indemnifications and guarantees have no significant impact on the fair value less cost to sell. There are nocumulative income or expenses included in OCI relating to the disposal group. See note 43 events after the reporting period.
37.3 Assets held for sale BAM Contractors bv
During 2021 the Group decided to divest its wholly owned subsidiary BAM Contractors bv of BAM Belgium to the Belgian construction company NV Desir Stadsbader. Accordingly, all its assets and liabilities are classified as held for sale in the consolidated statement of financial position as at 31 December 2021. The business of BAM Contractors bv is fully presented in the Civil Engineering segment. Upon the classification to held for sale, an impairment of €16 million was recognised for BAM Contractors bv to lower its carrying amount to its fair value less costs to sell. See note 27. The fair value of the measurement of BAM Contractors bv of €32 million has been determined on a non-binding basis, the key terms of the transaction and has been categorized as a Level 3 fair value, as at 31 December 2021.
At 31 December 2021, the major classes of assets and liabilities classified as held for sale of BAM Contractors bv, after elimination of an intercompany receivable of €65 million, are as follows:
|(in € million)||2021|
|Non current assets||13,382|
|Cash and cash equivalents||21,347|
|Assets classified as held for sale||108,520|
|Liabilities classified as held for sale||141,850|
There are no cumulative income or expenses included in OCI relating to the disposal group. See note 43 events after the reporting period.
37.4 Discontinued operations of BAM PPP
Following the transfer of 50 per cent interest in BAM PPP to PGGM in December 2020, the remaining 50 per cent interest in BAM PPP is accounted for as an equity method investment. The results of BAM PPP were reported as discontinued operation in 2020 and were presented separately in the consolidated income statement.
The result in 2020 from discontinued operations can be detailed as follows:
|Result before tax||34,875|
|Gain on the transaction||118,167|
|Result for the year from discontinued operations||149,655|
|Net result for the year from discontinued operations attributable to the shareholders of the Company||149,577|
Total comprehensive income from discontinued operations in 2020 amounts to €248 million, comprising of the net result from discontinued operations of €150 million and other comprehensive income of €98 million.
The net cash flows incurred by BAM PPP (excluding the cash consideration), are as follows:
|Net cash (outflow) / inflow||(38,106)|
38. Related parties
The Group identifies subsidiaries, associates, joint arrangements, third parties executing the Group’s defined benefit pension plans and key management as related parties. Transactions with related parties are conducted at arm’s length, on terms comparable to those for transactions with third parties.
The following transactions were carried out with related parties:
38.1 Sales and purchase of goods and services
A major part of the Group’s activities is carried out in joint arrangements. These activities include the assignment and/or financing of land as well as carrying out construction contracts.
The Group carried out transactions with associates and joint arrangements related to the sale of goods and services for €319.4 million (2020: €369.4 million) and related to the purchase of goods and services for €58.5 million (2020: €6.8 million).
The 2021 year-end balance of short term receivables amounts to €51.2 million (2020: €39.8 million) and the short term liabilities amounts to €76.6 million (2020:€133.3 million). In 2020, short term receivables by BAM PPP for the amount of €2 million, were derecognised as a result of the transfer by BAM of 50 per cent of the shares of BAM PPP to PGGM.
38.2 Loans to related parties
At year-end 2021, the Group granted loans to related parties (mainly relating to associates and joint ventures) for the amount of €76 million (2020: €64 million). These transactions were made on normal commercial terms and conditions, except that for a number of loans there are no fixed terms for the repayment of loans between the parties. Interests for these loans are at arm’s length. Loans to related parties are included in ‘Other financial assets’ in the statement of financial position.
In 2020, loans granted by BAM PPP for the amount of €34 million, were derecognised as a result of the transfer by BAM of 50 per cent of the shares of BAM PPP to PGGM.
38.3 Key management compensation
Key management includes members of the Executive Board and the Supervisory Board.
The compensation paid or payable to the Executive Board for services is shown below:
|(in € thousand)||2021|
|Long-term incentive|| Other
|L.F. den Houter||518||369||266||20||114||1,287|
|Long-term incentive|| Other
|L.F. den Houter||608||212||82||5||221||1,128|
|R.P. van Wingerden2||292||112||(27)||704||65||1,146|
1 Mr Joosten was appointed as Chairman of the Executive Board with effect from 1 September 2020.
2 Mr Van Wingerden was not nominated for a next term as CEO on the General Meeting of 15 April 2020, the management services agreement ended per 1 June 2020.
3 The amount shown under Other benefits consists for 2021 of the car allowance (as of September 2021) and the actual cost of the company car (until September 2021).
The short-term incentive (‘STI’) is part of the remuneration package of the Executive Board and is based on financial objectives (70 per cent) and non-financial objectives (30 per cent). At the beginning of each financial year, the Supervisory Board determines the financial and non-financial STI objectives, their relative weighting and the performance incentive zones (i.e. threshold, at target and excellent performance levels). Payout gradually increases with performance, starting with a payout of 35 per cent of the fixed annual remuneration at threshold performance, 55 per cent at target performance and potentially going up to 75 per cent when performance is excellent. Below threshold there will be zero payout. The Supervisory Board determined the payout for 2021 at 69.0 per cent (2020: 32.3 per cent).
Post-employment benefits relate to the pension costs of the defined benefit plans recognized in the income statement and, if no pension arrangements were made, paid contributions for personal pension arrangements. Cost of defined benefit plans are determined on the basis of the individual pension obligations. Interest results and return on plan assets are not allocated on an individual basis. Certain components of the post-employment benefits are conditional and paid if employment continues until the retirement age.
The actual and necessarily incurred costs in the performance of the duties for the Group are reimbursed.
The long-term incentive relates to the Performance Share Plan. Additional information is disclosed in note 39. No share options have been awarded to the members of the Executive Board. No loans or advances have been granted to the members of the Executive Board. Per 31 December 2021, Mr Joosten held 100,000 privately acquired BAM shares and Mr Den Houter held 25,000 privately acquired BAM shares.
No share options have been awarded to the members of the Executive Board. No loans or advances have been granted to the members of the Executive Board. Per 31 December 2021, Mr Joosten held 100,000 privately acquired BAM shares and Mr Den Houter held 25,000 privately acquired BAM shares.
The compensation paid or payable to the Supervisory Board for services is shown below:
|(in € thousand)||2021||2020|
|H.Th.E.M. Rottinghuis, Chairman||102||48|
|G. Boon, Vice-Chairman||67||59|
|H.L.J. Noy, former Chairman (former member)||-||46|
|H. Valentin (former member)||16||59|
The actual and necessarily incurred costs in the performance of the duties for the Group are reimbursed.
No share options have been awarded to the members of the Supervisory Board. Per 31 December 2021, Mr Boon held 100,000 privately acquired BAM shares and Mrs Koopmans held 15,000 privately acquired BAM shares and Mr Rottinghuis held 100,000 privately acquired BAM shares. The other active members of the Supervisory Board do not hold any shares in the Company nor have loans or advances been granted as per 31 December 2021.
38.4 Other related parties
The Group has regular transactions with third parties executing the Group’s defined benefit pension plans as disclosed in note 22. The Group has not entered into any material transaction with other related parties.
39. Share-based payments
The Company operates a Performance Share Plan for members of the Executive Board and a limited group of senior management positions below the Executive Board.
Under the Performance Share Plan, each year performance shares are conditionally awarded subject to performance over a vesting period of three financial years. The number of awarded performance shares is calculated by dividing the award value (expressed as a percentage of fixed remuneration) by the average closing price of the BAM share on Euronext Amsterdam on the five days after the General Meeting in the year of award.
Performance is based on two financial objectives, being relative total shareholder return (TSR) and adjusted earnings before interest, taxes, depreciation and amortisation (EBITDA) as of the Performance Share Plan 2021-2023 (up to and including 2020 this was ROCE) and one non-financial objective, being sustainability. TSR is defined as the share price increase, including dividends and measured over a three year period based on the three month average share price before the start and the end of the three year performance period. The relative position within the peer group determines the vesting percentage. The TSR peer group comprises of Balfour Beatty, Boskalis, Eiffage, Heijmans, Hochtief, NCC, PORR, Skanska, Strabag, Vinci (and BAM).
At the beginning of each performance period, based upon a proposal from the Remuneration Committee, the Supervisory Board determines the performance incentive zones (i.e. threshold, at target and excellent performance levels) for adjusted EBITDA (up to and including 2020: ROCE) and sustainability. To align the objectives of the long-term incentive for the Executive Board with the objectives of the new BAM strategy, the financial objective ROCE was replaced by adjusted EBITDA as of the Performance Share Plan 2021-2023 (as approved by the General Meeting of 14 April 2021). To further align with market standards, the circuit breaker and vesting cap were removed from all existing plans for 2019-2021 and onwards in the General Shareholder Meeting of 2021. The circuit breaker determined that all vesting was to be nullified in case BAM ranked at the bottom two places of the TSR peer group, regardless of the performance on other objectives. The vesting cap prevented that the value of the performance shares – as the combined result of the number of performance shares that will vest and the share price at the moment of vesting – that will become unconditional to a participant would not exceed two and a half times the award value. After the three year performance period, the Supervisory Board will assess the extent to which the performance objectives have been achieved. This results in a vesting percentage for each of the three performance objectives, each determining one third of the vesting of the conditionally awarded performance shares. For excellent performance, the number of performance shares that vests may amount to a maximum of 150 per cent of the ‘at target’ number of performance shares. This percentage may be reduced to 50 per cent (on a sliding scale) for threshold performance and to 0 below that.
The three-year performance period will be followed by a two-year lock-up period. In addition, there is a minimum share ownership requirement. Executive Board members are not allowed to divest any shareholding until the two-year lock-up period has lapsed and the minimum share ownership requirements are met, with the exception of any sale of shares during the lock-up period required to meet any tax obligations and social security premiums (including any other duties and levies) as a consequence of the vesting. The table below indicates the percentage of conditional shares that could vest in connection with the pre-determined performance conditions:
In 2021, the Company introduced a Special Incentive Plan. Under this Special Incentive Plan, the Company awarded conditional performance shares to a limited group of senior management positions below the Executive Board to motivate them to deliver on the new strategy as well as on the objectives that have been set for the strategic period 2021-2023. If and in so far these positions were also participant in the regular Performance Share Plan, the Special Incentive Plan 2021-2023 replaced any awards under the Performance Share Plan 2021-2023. Performance relates to the strategic financial objectives based on adjusted EBITDA for the full company and home countries. The performance shares vest three years after the award date provided that the participant is still employed with the Company. For excellent performance, the number of performance shares that vests may amount to a maximum of 150 per cent of the ‘at target’ number of performance shares. This percentage may be reduced to 50 per cent (on a sliding scale) for threshold performance and to zero below that.
At the end of each reporting period, BAM revises its estimates of the number of shares that are expected to vest based on the non-market vesting conditions (financial and non-financial) and recognises the impact of the revision to original estimates, if any, in the income statement, with a corresponding adjustment to equity.
In principle, conditionally awarded shares are forfeited if the participant is no longer employed by the company, however upon termination of employment due to retirement, disability or death the participant (or his or her heirs) reserves the right on the pro rata number of conditionally awarded shares to become unconditionally pursuant to the same vesting conditions as described above (pro rata means the number of full months that the participant was engaged by the Company during the performance period divided by 36 months). For the performance shares, the most recent expected results of the group were included to calculate the expected vesting of performance shares. Conditional shares in the PSP include a dividend right like ordinary shares, however these dividends will be paid out in shares at the vesting date. Therefore the dividend yield on the conditional shares equals nil. Conditional shares in the SIP do not include a dividend right like ordinary shares.
The movement of the Performance Share Plan and Special Incentive Plan (in number of shares) during 2021 for the (former) members of
| As at
|| As at 31 December
|L.F. den Houter||435,764||135,894||-||-||571,658|
1 Including former member of the Executive Board. Mr R.P van Wingerden held 139,738 shares as at 1 January and 47,886 shares as at 31 December.
The movement of the Performance Share Plan and Special Incentive Plan (in number of shares) during 2021 per Share Based Plan year-layer is shown below:
| As at
|| As at 31 December
|2018 - 2020||336,672||-||-||(336,672)||-|
|2019 - 2021||466,290||-||-||(31,405)||434,885|
|2020 - 2022||2,186,245||-||(100,390)||2,085,855|
|2021 - 2023||-||2,786,925||-||(133,450)||2,653,475|
The fair value per share of the 2021 award, for the participants, in connection with the TSR performance part amounted to €2.10 per share and is determined using a Monte Carlo simulation model. For the other financial and non-financial performance part, the fair value equals the share price at the date of award. For the Performance Share Plan 2018-2020 the ‘circuit breaker’ was applicable, leading to the full plan of 336,672 (remaining) shares to be forfeited as at the vesting date 26 April 2021. The most important assumptions used in the valuations of the fair values were as follows:
|Share price at award date (in €)||2.17|
|Risk-free interest rate (in %)||(0.61)|
|Volatility (in %)||43.61|
Expected volatility has been determined based on historical volatilities for a period of five years.
In 2021, an amount of €2,374,000 was charged (2020: €34,000 released) to the income statement arising from the Performance Share Plan. The removal of the circuit breaker and vesting cap in 2021 resulted in an additional charge in 2021 of €1.3 million.
40. Joint operations
A part of the Group’s activities is carried out in joint arrangements and classified as joint operations. This applies to all activities and all countries in which the Group operates. These arrangements remain in place until a project is finished. In practice, the duration of the majority of the joint operations is limited to a period of between 1 and 4 years, with the exception of joint operations in connection with land and building rights held for strategic purposes.
Based on assessment of balance sheet total, revenue and result, none of the joint operations is material to the Group. The Group’s share of the revenue of these joint operations amounts to approximately €1.2 billion in 2021 (2020: approximately €1.0 billion), which represents approximately 16 per cent of the Group’s revenue (2020: 15 per cent).
The Group’s share of the balance sheets of joint operations is indicated below:
|(in € million)||Construction and Property||Civil
|- Non-current assets||-||4.1||4.1|
|- Current assets||335.6||450.7||786.3|
|- Non-current liabilities||14.4||-||14.4|
|- Current liabilities||315.2||473.0||788.2|
|(in € million)||Construction and Property||Civil
|- Non-current assets||-||4.2||4.2|
|- Current assets||369.8||510.7||880.5|
|- Non-current liabilities||19.8||0.3||20.1|
|- Current liabilities||344.2||523.5||867.7|
The group has capital commitments under joint operations amount to €13 million (2020: €14 million). Guarantees issued by banks and surety companies amount to €20 million (2020: €29 million). Transfers of funds and/or other assets are made in consultation with the partners of the joint operations.
41. Government grants
Government grants received in 2021 amount to €7 million (2020: €13 million), of wich an amount of €3 million (2020: €10 million) is related to Covid-19, €2 million (2020: €2 million) is related to R&D and €2 million (2020: €1 million) to education.
In 2021, there were no new temporary deferral of tax payments (value added tax and wage tax) granted by tax authorities in response to Covid-19 in 2020. The total deferral of tax payments amount to €120 million (2020: €234 million). The majority is related to The Netherlands and partly United Kingdom. See note 25. The company also made use of the employee wage subsidy scheme in Ireland where an amount of €3 million was received in 2021.
42. Research and development
Research and development costs, which predominantly relate to projects, are considered to be part of contract costs.
Other research and development costs, in the amount of approximately €0.4 million (2020: approximately €0.2 million), are recognised in the income statement.
43. Events after the reporting period
On 3 February 2022, the Group sold its wholly owned subsidiary BAM Gal re srl to the Belgian construction company Thomas & Piron Group. The assets and liabilities of BAM Galer srl are presented as held for sale as at 31 December 2021. The financial impact of this transaction is deemed limited. The related revenue and adjusted EBITDA for 2021 were €214 million (2020: €158 million) and €9 million (2020: €4 million) respectively.
On 15 February 2022, the Group has reached agreement to sell the shares of BAM Contractors bv to the Belgian construction company NV Desir Stadsbader. The transaction, which is subject to approval of the competition authorities, is expected to close in the second quarter of 2022. The assets and liabilities of BAM Contractors bv are presented as held for sale as at 31 December 2021. The financial impact of this transaction is reflected in note 37. The related revenue and adjusted EBITDA for 2021 were €193 million (2020: €162 million) and €7 million (2020: €2 million) respectively.
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