Notes to the Company Financial Statements

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26 General information

The company financial statements have been prepared in accordance with the statutory provisions of Part 9, Book 2, of the Dutch Civil Code and the financial reporting requirements as set forth in the Guidelines for Annual Reporting in the Netherlands.

Since the income statement for 2021 of Koninklijke HaskoningDHV Groep B.V. is included in the consolidated financial statements, an abridged income statement has been disclosed (in the company financial statements) in accordance with Art. 2:360 part 1, of the Dutch Civil Code. 

The accounting policies for the company financial statements and the consolidated financial statements are the same. Participating interests in group companies are accounted for in the Company financial statements according to the equity accounting method on the basis of net asset value. For details we refer to the accounting policy for financial fixed assets in the consolidated financial statements (note 2.7). 

As per year end, the financial instruments that have the legal form of equity, are presented in the equity of the company financial statements. 

The share of result of participating interests concerns the Company’s share of the profit or loss of these participating interests. Results on transactions involving the transfer of assets and liabilities between the Company and its participating interests and mutually between participating interests themselves, are eliminated to the extent that they can be considered as not realised. 

For accounting policies for the company balance sheet and income statement, reference is made to the notes to the consolidated balance sheet and income statement in the Notes to the Consolidated Financial Statements.

The number of employees per end of year was 2 (2020: 2). Both employees are located in the Netherlands.

27 Intangible fixed assets

Movements in intangible fixed assets can be broken down as follows:

 

Goodwill

At January 1, 2021

 

Cost

27,644

Accumulated amortisation and impairment

(25,896)

Carrying amount

1,748

Movements

 

Impairment

-

Amortisation

(573)

Subtotal

(573)

At December 31, 2021

 

Cost

11,477

Accumulated amortisation and impairment

(10,302)

Carrying amount

1,175

Amortisation rate in %

5 - 20

  

At each balance sheet date the Company tests whether there are any indicators of intangible assets being subject to impairment. If any such indicators exists, the Company carries out impairment tests on capitalised goodwill, based on the estimated cash flows of the related CGU. The CGU, defined as Business Unit or entity represents the lowest level within the Company at which the goodwill is monitored for internal management purposes. The recoverable amount of the relevant CGU is determined on the basis of their value in use. Determination of the value in use is performed by using estimated future cash flows based on historical performance and expected future market developments, forecast 2021, budget 2022 and further financial projections for 2023-2026. 

Cash flows after five years are extrapolated by perpetual growth rate to calculate the terminal value. 

To calculate the present value of the estimated future cash flows, post-tax discount rates have been applied. 

Above mentioned tests have not led to an impairment of any CGU. 

28 Financial fixed assets

Movements in financial fixed assets can be broken down as follows:

 

Participating interests in group companies

Loans to participating interests

Deferred income tax assets

Total

At January 1, 2021

107,258

9,064

3,040

119,362

Investments/additions

-

1,275

89

1,364

Repayments/utilisation

-

(420)

(283)

(703)

Reclassification

(193)

-

-

(193)

Share of result in participating interests

18,311

-

-

18,311

Exchange differences

2,427

617

-

3,044

Dividend

(30,313)

-

-

(30,313)

Other movements

6,039

-

-

6,039

At December 31, 2021

103,529

10,536

2,846

116,911

     

Participating interests

Koninklijke HaskoningDHV Groep B.V. can not be held fully or partially liable for the debts of associates.

In the other movements the remeasurement of the United Kingdom pension fund is included (+€6.0 million (2020: -€1.9 million)). 

The participating interests are 100% related to group companies. For an extensive list of participating interests we refer to the Appendix.

Loans to participating interests

Receivables from participating interests includes loans to:

    • HaskoningDHV UK Holdings Ltd. of €3.5 million (2020: €3.3 million), bearing 3m GBP Libor + 2% interest;

    • HaskoningDHV Consulting Pvt. Ltd. of €2.2 million (2020: €2.1 million), bearing Base Lending Rate (MCLR) + 2% interest;

    • InterVistas Consulting Inc. (USA) of €1.7 million (2020: €1.6 million), bearing  US Prime Rate + 2% interest;

    • InterVISTAS Holding Inc. of €1.1 million (2020: €1.0 million), bearing Canadian Prime Rate + 2% interest;

    • Haskoning International B.V. of €1.9 million (2020: €0.7 million), bearing 1m Euribor + 2% interest.

The loans are provided for funding and cash management purposes. All loans are payable at end date, but may be prolonged. Nothing has been agreed in respect of securities. All loans are at arm’s length. 

The interest income on loans to associates amounted to €0.4 million (2020: €1.4 million).

Deferred income tax assets

The deferred income tax asset includes a deferred tax benefit of €2.7 million for the liquidation of the entities in Portugal.

29 Receivables

 

31-12-2021

31-12-2020

Amounts owed from group companies / subsidiaries

9,798

10,977

Other receivables, prepayments and accrued income

-

55

 

9,798

11,032

   

Amounts owed from participating interests, like joint ventures, are treated similar to trade receivables; no interest is charged. All receivables fall due in less than one year. The fair value approximates the book value.

30 Shareholders' equity

The authorised and issued share capital amounts to €5,102,855, divided into ordinary shares of €1.00 each, split by A and B class shares (with equal voting rights). For further information regarding the shareholder structure we refer to the Appendix

Depositary receipts (DRs) of the B class shares are sold to employees during an annual trade round. In the event that more DRs are offered than requested by employees in any future year, there is an intention to buy back DRs by Stichting Administratiekantoor HaskoningDHV (the “Trust Office”). The maximum percentage of the total number of A and B-shares in Koninklijke HaskoningDHV Groep B.V. that can be bought back is annually determined by the Executive Board and subject to approval of the Supervisory Board. The Annual General Meeting finally approves the yearly percentage.

 

31-12-2021

31-12-2020

 

A shares

B shares

A shares

B shares

Stichting HaskoningDHV

4,717,359

-

4,717,359

-

Stichting Adminstratiekantoor HaskoningDHV

-

385,496

-

311,471

Koninklijke HaskoningDHV Groep B.V.

-

-

-

69,906

 

4,717,359

385,496

4,717,359

381,377

     

During the annual trade round in May 2021 the Trust Office sold a balance of 74,025 DRs to employees (104,217 DRs sold and 30,192 DRs purchased). 

Subject to adoption of the financial statements 2021 by the Annual General Meeting, the price will rise by 10.5% to €39.59. Including the proposed dividend of €1.49 (see also Proposed profit appropriation) the total return for the DR holders is 14.6%.

The movement in DR's managed by Stichting Adminstratiekantoor HaskoningDHV is as follows:

 

31-12-2021

31-12-2020

Balance at January 1

311,471

381,377

Trade round (bought)

104,217

5,220

Sold

(30,192)

(75,126)

Balance at December 31

385,496

311,471

   

Statement of changes in shareholders' equity

Movement of shareholders' equity can be broken down as follows:

 

2021

 

Issued share capital

Share premium

Foreign currency translation reserve

Legal and statutory reserves

Other reserves

Unappro-priated result

Total

At January 1

5,099

3,043

(14,094)

6,043

153,148

13,236

166,475

Movements

       

Legal and statutory reserves

-

-

-

1,924

(1,924)

-

-

Reclassification

-

-

3,611

-

(3,611)

-

-

Exchange differences

-

-

3,044

-

-

-

3,044

Unappropriated result

-

-

-

-

-

14,752

14,752

Transfer result last year to other reserves

-

-

-

-

13,236

(13,236)

-

Shares issued

4

144

-

-

-

-

148

Own shares sold / (repurchased)

-

-

-

-

2,505

-

2,505

Dividend

-

-

-

-

(409)

-

(409)

Other movements in reserves

-

-

-

-

6,039

-

6,039

Subtotal

4

144

6,655

1,924

15,836

1,516

26,079

At December 31

5,103

3,187

(7,439)

7,967

168,984

14,752

192,554

        

Movements in last year's shareholders' equity can be broken down as follows:

 

2020

 

Issued share capital

Share premium

Foreign currency translation reserve

Legal and statutory reserves

Other reserves

Unappro-priated result

Total

At January 1

5,099

3,043

(10,212)

3,885

149,113

10,840

161,768

Movements

       

Legal and statutory reserves

-

-

-

2,158

(2,158)

-

-

Exchange differences

-

-

(3,882)

-

-

-

(3,882)

Unappropriated result

-

-

-

-

-

13,236

13,236

Transfer result last year to other reserves

-

-

-

-

10,840

(10,840)

-

Shares issued

-

-

-

-

-

-

-

Own shares sold / (repurchased)

-

-

-

-

(2,445)

-

(2,445)

Dividend

-

-

-

-

(345)

-

(345)

Other movements in reserves

-

-

-

-

(1,857)

-

(1,857)

Subtotal

-

-

(3,882)

2,158

4,035

2,396

4,707

At December 31

5,099

3,043

(14,094)

6,043

153,148

13,236

166,475

        

The reconciliation of the statutory and consolidated equity of Koninklijke HaskoningDHV Groep B.V. is as follows:

 

31-12-2021

31-12-2020

Equity Koninklijke HaskoningDHV Groep B.V. (following the company financial statements)

192,554

166,475

Equity DHV Education Foundation

(2,979)

(3,384)

Equity Koninklijke HaskoningDHV Groep BV (following the consolidated financial statements)

189,575

163,091

   

The reconciliation of the statutory and consolidated result of Koninklijke HaskoningDHV Groep B.V. is as follows:

 

2021

2020

Result Koninklijke HaskoningDHV Groep B.V. (following the company financial statements)

14,752

13,236

Result DHV Education Foundation

408

(209)

Result Koninklijke HaskoningDHV Groep BV (following the consolidated financial statements)

15,160

13,027

   

We have included DHV Education Foundation as a consolidated company, given the fact that we have control. In the company statements, DHV Education Foundation is not included. In above tables you can see the effect of this exclusion.

Foreign currency translation reserve

Exchange gains and losses arising from the translation of foreign operations from functional to reporting currency are accounted for in this statutory reserve. The foreign translation reserve of €6.9 million includes a.o. investments in South Africa and Turkey.

A clean-up of the foreign currency translation reserve was done in 2021, which resulted in a release of the reserve of €3.6 million to other reserves. The amount of €3.6 million consists of: opening balance January 1, 2013 (€3.4 million) and €0.2 million for the revaluation on liquidated entities and the revaluation of intercompany loans no longer outstanding. The opening balance per January 1, 2013 was the combined reserve after the merger.  

Legal and Statutory reserves

The legal reserve for participating interests which amounts €3.7 million (2020: €3.6 million) pertains to participating interests that are measured at net asset value. The reserve is equal to the share in the results and direct changes in equity (both calculated on the basis of the Company’s accounting policies) of the participating interests since the first measurement at net asset value, less the distributions that the Company has been entitled to since the first measurement at net asset value, and less distributions that the Company may effect without restrictions. As to the latter share, this takes into account any profits that may not be distributable by participating interests that are Dutch limited companies based on the distribution tests to be performed by the management of those companies. The legal reserve is determined on an individual basis. 

A legal reserve has been formed for capitalised development costs of €4.0 million. The reserves required under the articles of association (€0.3 million) are related to Portugal, Belgium and China.

Other reserves

Included in the line other movements in other reserves is the Defined Benefit Pension Plan United Kingdom. The movement relates to the net balance of actuarial gains and losses, after deduction of deferred tax, in respect of the closed pension scheme in the United Kingdom, which has been directly charged to the reserves. Further reference is made to note 12.

Proposed profit appropriation

Given the profit over 2021, the Executive Board proposes that a dividend of €1.49 per B-share will be distributed to holders of B-shares, representing a value of €574,389. Due to the depositary receipts Rules and Regulations this dividend will be distributed to the depositary receipt holders on a one-to-one basis.

The Executive Board proposes that no dividend will be distributed to the A-shares (see also Dividend per share). The remaining profit of €14,585,611 will be added to the other reserves. 

 

31-12-2021

31-12-2020

 

Stichting HaskoningDHV

Stichting Adminstratie-kantoor HaskoningDHV

 

Stichting HaskoningDHV

Stichting Adminstratie-kantoor HaskoningDHV

 
 

A shares

B shares

Total

A shares

B shares

Total

Number of shares per year-end

4,717,359

385,496

5,102,855

4,717,359

311,471

5,028,830

Earnings

      

Allocation of net result over shares in €

14,011,222

1,148,778

15,160,000

12,217,176

809,824

13,027,000

Earnings per share in €

2.97

2.97

2.97

2.59

2.59

2.59

Dividend on shares

      

Dividend on B shares: 50% of net result in €

 

574,389

  

404,912

 

Dividend per share in €

 

1.49

  

1.30

 
       

31 Provisions

The provision is related to long-term employee benefits and a tax provision for foreign operations. 

32 Non-current liabilities

For terms and conditions of the loan and guarantee facility, refer to note 13 in the Notes to the Consolidated Financial Statements.

Included in non-current liabilities are 2 intercompany loans payable. One loan payable to HaskoningDHV Asset Management B.V. for €2.6 million and the other loan payable to Novius Adviesgroep voor Informatie & Organisatie B.V. for €0.3 million.

Both loans are repayable upon demand by lenders and bear an interest charge of 1m euribor +1%.

33 Current liabilities

 

31-12-2021

31-12-2020

Amounts owed to group companies / subsidiaries

8

226

Corporate income tax

701

5,691

Other taxes & social security contributions

47

41

Other debts, accruals and deferred income

436

546

 

1,192

6,504

   

All current liabilities fall due in less than one year. The fair value of the current liabilities approximates the carrying amount due to their short-term character. Corporate income tax payable decreased with €5.0 million because of payment of postponed 2020 tax.

34 Commitments and contingencies not included in the balance sheet

At December 31, 2021 the company had contingent liabilities in respect of guarantees provided to third parties in the ordinary course of business to the value of €7.5 million (2020: €13.2 million). 

Koninklijke HaskoningDHV Groep B.V. has issued a corporate guarantee to Castor (Amersfoort) B.V., in which it guarantees the fulfilment of the rental obligations related to the head office in Amersfoort. The guarantee amounts to a rental period of maximum five years and the term of the guarantee is equal to that of the lease.

35 Tax group liabilities

Together with its Dutch subsidiaries, the Company forms a fiscal unity for corporate income tax purposes and value-added tax; the standard conditions stipulate that each of the companies is liable for the tax payable by all companies belonging to the fiscal unity.

Recharges between the Company and its subsidiaries are settled through current account positions. The following method is applied with regard to recharges/allocation of corporate income taxes within the fiscal unity: 

Because the Company recharges corporate income taxes within the fiscal unity under the assumption that all group companies are independent tax entities, all deferred tax positions, both deferred tax assets and deferred tax liabilities, are in principle deferred receivables and deferred liabilities of these group companies to the Company.

The Company forms a fiscal unity with:

  • HaskoningDHV Nederland B.V.

  • HaskoningDHV Asset Management B.V.

  • HaskoningDHV Participations I B.V.

  • Haskoning International B.V.

  • DHV Global Engineering Center B.V.

  • DHV NPC B.V.

  • Novius Adviesgroep voor Informatie & Organisatie B.V.

  • RHDHV Mijnbouw Delft B.V.

  • Ynformed B.V.

36 Joint and several liabilities and guarantees

The company has issued no declarations of joint and several liabilities for debts arising from legal acts of Dutch consolidated participating interests.


Amersfoort, the Netherlands
March 18, 2022

Executive Board

E. Oostwegel (CEO)
J. de Wit (CFO)

Supervisory Board

P.M.M. Blauwhoff (Chairman)
A.M. Paulussen-Hoogakker
F.C.M. Roelofsen-van Dierendonck
D.A. Sperling
J.S.T. Tiemstra