6. Selected notes

6.1 Reporting entity

Heijmans N.V. (the Company) has its registered office in the Netherlands. The Company’s interim consolidated financial statements for the first six months of 2023 include the Company and its subsidiaries (collectively referred to as the Group) and the Group’s interest in associates and joint arrangements.

6.2 Accounting principles

6.2.1 Statement of compliance

The interim consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) for interim financial reporting as adopted by the European Union (IAS 34). The interim consolidated financial statements do not include all the information and disclosures required for full annual financial statements and should be read in conjunction with Heijmans’ consolidated financial statements for the full year 2022.

The Executive Board prepared the interim consolidated financial statements on 28 July 2023.

6.2.2 Use of estimates and judgements

The preparation of the interim report requires the management to form judgements and make estimates and assumptions that may have an impact on the reported value of assets and liabilities and of income and expenses. The management makes the estimates and the assumptions upon which these are based on the basis of experience and other factors that are considered reasonable. The outcome of the estimates forms the basis for the carrying amount of assets and liabilities that are not readily apparent from other sources. The actual outcomes may differ from these estimates. The critical judgements that the management has formed in the application of the Group’s accounting principles for financial reporting, together with the significant sources of any estimate-related uncertainties, are the same as those applied in Heijmans’ consolidated financial statements for 2022, in view of the fact that there were no special circumstances that required any change in same. For a more detailed explanation of the limited impact of the nitrogen problem, climate matters and macro-economic development, see paragraphs 6.11 to 6.13.

6.3 Main accounting principles for financial reporting

The accounting principles applied in the preparation of the interim consolidated financial statements are consistent with those applied in the preparation of the annual consolidated financial statements for the financial year 2022.

6.4 Acquisition Van Wanrooij

On the 21st of June 2023 the Group announced that it has reached an agreement with Van Wanrooij Bouw & Ontwikkeling BV on the acquisition of its project development activities, construction company, carpentry factory and building materials business based on an enterprise value of € 298 million.  After working capital adjustments and other corrections, the share purchase price resulted in € 292 million, to be raised with 6% interest between 1 January 2023 (effective date) and closing date. As a result of the acquisition, the Groups pro forma 2022 annual revenue will increase to € 2.2 billion (2022 stand alone: € 1.8 billion). The construction and development activities of Van Wanrooij are expected to add € 30-40 million of underlying EBITDA per year in the short term and € 50-70 million in the medium term.

The parties expect to close the agreement in the third quarter of 2023, subject to approval by the Dutch Consumer & Market Authority (ACM). As of the closing date, the result and the balance sheet of the acquired Van Wanrooij activities will be included in the consolidated statements of the Group.  Heijmans' financiers agreed -subject to closing- upon an extension of the current revolving credit facility of € 117.5 million. This facility will be raised with € 60 million to € 177.5 million and the revolving credit facility will be extended to 5 years after the closing date. In addition, a Term Loan of € 80 million to be repaid over four years, is agreed upon. After the closing of the acquisition the net debt of Heijmans will be approximately € 150 million per 31 December 2023. This corresponds with a leverage ratio of approximately 1.

6.5 Wintrack II

The Wintrack II project is subject to increased estimation uncertainty. The contracts related to the construction of new high-voltage pylons for two routes: Eemshaven-Vierverlaten and Borssele-Rilland, to be carried out by the Heijmans Europoles B.V. consortium, and had a contract value of approximately € 250 million. In early September 2018, the client TenneT primarily dissolved the contracts and in the alternative terminated the contracts. The parties have filed considerable claims and counterclaims with regard to the contract sum.

On 3 May 2021, the Arbitration Board ruled that TenneT had lawfully dissolved the contracts out of court. On the basis of this ruling, Heijmans took a provision of € 34 million in H1 2021 for precautionary reasons. The final ruling on 7 April 2022 brought the proceedings in the first instance to a close. Heijmans Europoles B.V. lodged an appeal against the ruling of 3 May 2021, in which the arbitrators ruled that TenneT had lawfully dissolved the Wintrack contracts out of court. The appeal was postponed at the time pending the final ruling.

The final ruling was based on the interlocutory ruling issued in May 2021, in the sense that the question of whether the contracts had been lawfully dissolved out of court was not raised again. In their ruling of 7 April 2022, the arbitrators determined - in brief - that TenneT must still pay Heijmans Europoles B.V. a portion of the unpaid work and that Heijmans Europoles B.V. was not required to repay any instalments. The arbitrators rejected the advance payment of compensation claimed by TenneT. Both parties have appealed to the final ruling. The appeal proceedings are now continuing. The arbitrators' ruling to the effect that TenneT lawfully dissolved the contracts out of court will be raised again. The remainder of the case could still take several years. The arbitrators have stipulated that the appeal must first be completed before any damages can be determined in a damages assessment procedure.

On the basis of the ruling of 7 April 2022, Heijmans released an amount of €19 million from the aforementioned provision and included this in the results for the first half of 2022, and a provision of € 15 million remains as at 30 June 2022. The portion of the unpaid work which TenneT paid to Heijmans Europoles B.V. as a result of the judgment of 7 April 2022 had a limited impact on the results for the first half of 2022. For the rest, Heijmans has not recognised the claims of Heijmans Europoles B.V. against TenneT. If Heijmans Europoles B.V. is ultimately found to be in the wrong, and after completion of the pending damages assessment procedure, this could lead to a considerable outflow of resources (in addition to the € 15 million already set aside).

In the first half of 2023, no significant developments have occurred in this case. As of 30 June 2023 the provision still is € 15 million (same as of 30 June 2022 and 31 December 2022).

Heijmans Europoles B.V. , supported by its (external) lawyers, has lodged an appeal against the ruling and remains confident of a favourable outcome. End of August 2023 a court hearing is scheduled for the appeal.

6.6 Tax rate

The effective tax rate of 27.2% in H1 2023 was higher than the nominal tax rate of 25.8%, due to application of the participation exemption to the net positive (tax exempt) result of various participations.

6.7 Paid out (stock) dividends

The cash dividend on ordinary shares for 2022 paid in in cash in May 2023 amounted to € 12.8 million. In May 2023, Heijmans issued 972,933 new shares and paid these out as stock dividend.

6.8 Share Matching Plan

In April 2020, Mr. Hillen used 30% of his short-term bonus granted for 2019 to purchase 13,000 depositary receipts for Heijmans shares. In line with the Share Matching Plan, the Group awarded one conditional share for each share purchased. These shares vested after three years. In April 2023, the Group repurchased 13,000 shares and awarded them to Mr. Hillen; these shares are subject to a mandatory lock-up period of two years.

In April 2023, Mr. Hillen and Mr. Van Boekel purchased 6,000 and 4,750 depositary receipts for Heijmans shares, for 24% and 25% respectively of their awarded 2022 short-term bonus. In line with the Share Matching Plan, the Group awarded one conditional share for each share purchased. These shares will become unconditional after three years.

6.9 Fair values

The table below lists the carrying amount and fair value of the Group’s financial instruments:

 

x € 1 miljoen

30 june 2023

Book value

Fair value

Loans and receivables

Loans granted to joint ventures

11

11

Trade and other receivables

204

204

Cash and cash equivalents

205

205

Syndicated bank financing

0

0

Project financing

-12

-13

Other non-current liabilities

-2

-2

Trade and other payables

-337

-337

Total

69

68

The Group has no financial assets or financial liabilities measured at fair value.

6.10 Seasonal patterns 

The usual seasonal patterns in the construction industry have an impact on the reported results, balance sheet and cash flows. Revenue and operating result are historically lower in the first half of a year than in the second half of a year. Working capital and net debt are historically higher in June than in December. In recent years, this effect has been more limited due to the fact clients pay relatively quickly and the Group has been able to invoice quickly, so that the level of work in progress is favourable (low).

6.11 Nitrogen issue

The impact of the nitrogen issue on the financial results was relatively limited in the first half of 2023. These problems are leading to delays in tenders for major infrastructure projects. The delay in the execution of our projects remains limited for the time being.  The possible effects of delays in issuing permits are monitored constantly. The prospects for the Group in the years ahead are good, given the orders on the books (which are of a good quality and have a limited risk profile) and the leeway afforded by the financing facilities among other factors.

6.12 Climate matters

Climate change brings both risks and opportunities for the Group. These may have consequences for the medium-term
forecasts that underlie the measurement of assets. From the analyses of the Group, it appears that the opportunities outweigh the risks. The Group sees no reason to downwardly revise his medium-term forecasts.

6.13 Macro-economic developments

The current economic situation is characterised by much uncertainty and is a result of high inflation, increased interest
rates and geopolitical risks.

In the past year and a half, purchase costs in the construction sector have risen across the board and the availability of materials and labour has been under pressure. The Group is, therefore, not accepting large-scale or long-term work without arrangements on indexation. 

The borrowing capacity of consumers has decreased due to the further increase in mortgage interest rates and rising energy costs. Given the consistently high demand for housing, the outlook for the housing market remains positive in the medium term, especially concerning the construction of energy-efficient homes

Since the Group had a net cash position during the first half year, higher interest rates had a positive effect on net interest income and expense.

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