Consolidated Financial Statements and Consolidated Management ...

Consolidated Financial Statements and Consolidated Management ... Consolidated Financial Statements and Consolidated Management ...

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The Group is currently analysing how this new definition of control will impact its consolidated companies and, at today’s date, it would not lead to the inclusion of any additional entity. IFRS 11 Joint Arrangements will replace IAS 31, which is currently in force. The fundamental change which IFRS 11 addresses with regard to the current standard is the elimination of the proportional consolidation option for jointly controlled entities, which would be consolidated by the equity method. This new standard will have an effect on the Group’s consolidated annual accounts, as the proportional consolidation option has been used to consolidate joint ventures in its financial statements (see Note 15.3 and Annex II). Thus, the impact of consolidation of joint ventures by the equity method instead of by proportional consolidation would involve a lower net turnover figure of 3,162,000 euros and lower operating costs of 5,852,000 euros, which have been calculated with reference to the current figures. The amendments to IAS 27 and IAS 28 run parallel to the issuance of the new IFRS mentioned above. In any case, no further changes other than the above will affect the Group. Lastly, IFRS 12 is a disclosure standard which groups together all the accounting disclosure requirements on interests in other entities (be they subsidiaries, associates, joint ventures or other interests), including new disclosure requirements. Its entry into force would therefore probably broaden the disclosures currently required by the Group on interests in other entities and other investment vehicles. IFRS 13 Fair Value Measurement. This new standard was issued as the sole regulatory source to calculate the fair value of asset or liability elements which are valued in this way, as required by other standards. IFRS 13 changes the current definition of fair value and introduces new nuances to be taken into consideration. It also adds to the disclosures required on this issue. The Group has analysed the potential impacts the new definition of fair value would have on the valuation of asset and liability elements. It will probably not give rise to significant changes regarding the assumptions, methods and calculations currently made. Amendment of IAS 19 Employee Benefits. The change brought about by this amendment will essentially affect the accounting treatment of defined benefit plans, as it eliminates the “fluctuation band” that currently makes it possible to choose to defer a certain proportion of actuarial gains and losses. All actuarial gains and losses will be immediately recognised in other comprehensive income once the amendment enters into force. It will also involve changes in the presentation of cost components in the comprehensive profit and loss statement, which will be grouped together and presented in a different way. So far, the future impact of adoption of this standard has not been analysed. 2.2. Information on 2010 As required by IAS 1, the information from 2010 contained in this consolidated annual report is presented solely for comparison with the information from 2011 and consequently does not in itself constitute the Group’s consolidated annual accounts for 2010. 2.3. Currency of presentation These consolidated financial statements are presented in euros. Any foreign currency transactions have been booked in accordance with the criteria described in Note 4.9. 2.4. Responsibility for the information, estimates made and sources of uncertainty The Directors of the Parent Company are responsible for the information contained in these consolidated financial statements. Estimates made by the management of the Group and of the consolidated entities (subsequently ratified by their Directors) have been used in the Group’s consolidated financial statements to quantify some of the assets, liabilities, revenue, expenses and undertakings recorded. These estimates essentially refer to: - Losses arising from asset impairment. - Hypotheses used in the actuarial calculation of liabilities for pensions and other undertakings made to the workforce. - Useful life of the tangible and intangible assets. - Valuation of consolidation goodwill. - Market value of specific assets. - Estimation of onerous agreements. - Calculation of provisions and evaluation of contingencies. These estimates were made on the basis of the best available information on the facts analysed. Nonetheless, it is possible that future events may take place that make it necessary to modify them, which would be done in accordance with IAS 8. No fact existed on the date these consolidated financial statements were issued that could be a source of significant uncertainty regarding the accounting effect such facts could have in future financial years. As can be seen in the balance sheet, current liabilities considerably exceed current assets. As is described in Note 30, the Parent Company concluded the process of refinancing the Group’s debt subsequent to year-end by adapting its repayment schedule to the generation of resources foreseen in its business plan. 2.5. Consolidation principles applied 2.5.1. Subsidiaries (See Annex I) Subsidiaries are considered as any company included within the scope of consolidation in which the Parent Company directly or indirectly controls their management due to holding the majority of voting rights in the governance and decision-making body, with the capacity to exercise control. This capacity is shown when the Parent Company holds the power to manage an investee entity’s financial and operating policy in order to obtain profits from its activities. The financial statements of subsidiaries are consolidated with those of the Parent Company by applying the full consolidation method. Consequently, all significant balances and effects of any transactions taking place between them have been eliminated in the consolidation process. Stakes held by minority members in the Group’s equity and results are respectively presented in the “Minority interests” item of the consolidated balance sheet and of the consolidated comprehensive profit and loss statement. The profit or loss of any subsidiaries acquired or disposed of during the financial year are included in the consolidated comprehensive profit and loss statement from the effective date of acquisition or up to the effective date of disposal, as appropriate. 68 REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS

2.5.2. Associate companies (See Annex II) Associated companies are considered as any companies in which the Parent Company holds the capacity to exercise significant influence, though it does not exercise either control or joint control. In general terms, it is assumed that significant influence exists when the percentage stake (direct or indirect) held by the Group exceeds 20% of the voting rights, as long as it does not exceed 50%. Capredo Investments GmbH is a vehicle lacking any inherent activity used for making final investments in a series of companies domiciled in the Dominican Republic in which the Group holds an effective stake of 25%. Hence, this vehicle has been considered an associated company. Associated companies are valued in the consolidated financial statements by the equity method; in other words, through the fraction of their net equity value the Group’s stake in their capital represents once any dividends received and other equity write-offs have been considered. 2.5.3. Joint ventures (See Annex III) Joint ventures are considered to be any ventures in which the management of the investee companies is jointly held by the Parent Company and third parties not related to the Group, without any of them holding a greater degree of control than the others. The financial statements of joint ventures are consolidated by the proportional consolidation method, so that aggregation of balances and subsequent eliminations are carried out in proportion to the stake held by Group in relation to the capital of said entities. If necessary, any adjustments required are made to the financial statements of said companies to standardise their accounting policies with those used by the Group. 2.5.4. Foreign currency conversion The following criteria have been different applied for converting into euros the different items of the consolidated balance sheet and the consolidated comprehensive profit and loss statement of foreign companies included within the scope of consolidation: • Assets and liabilities have been converted by applying the effective exchange rate prevailing at year-end. • Equity has been converted by applying the historical exchange rate. The historical exchange rate existing at 31 December 2003 of any companies included within the scope of consolidation prior to the transitional date has been considered as the historical exchange rate. • The consolidated comprehensive profit and loss statement has been converted by applying the average exchange rate of the financial year. Any difference resulting from the application these criteria have been included in the “Translation differences” item under the “Equity” heading. Any adjustments arising from the application of IFRS at the time of acquisition of a foreign company with regard to market value and goodwill are considered as assets and liabilities of such company and are therefore converted using the exchange rate prevailing at year-end. 2.5.5. Changes in the consolidation boundary The most significant changes in the scope of consolidation during 2011 and 2010 that affect the comparison between financial years were the following: a.1. Changes in the scope of consolidation in 2011 a.1.1. Incorporations On 30 April 2011, the General Shareholders’ Meeting of Donnafugata Resort S.r.l. resolved to reduce capital by 6,784,000 euros and charge it to prior years’ losses, and to subsequently increase capital by approximately 6,294,000 euros. Both transactions were recorded in public instruments on 3 May 2011. Given that the remaining members did not participate in this increase of capital, the Parent Company subscribed all of it, thereby increasing its percentage interest from 58.82% to 78.00%. a.1.2. Exits The company Jolly Hotels France, S.A., the owner of a hotel in Paris, was sold in 2011 for 89 million euros. The capital gain booked for this transaction amounted to 19.94 million euros. The resulting effect of the exit of the above mentioned company on the consolidated balance sheet at 31 December 2011 was as follows: Thousands Euros Tangible fixed assets 84,550 Tax (4,725) Other long term debts (14,941) Working capital (1,103) Net assets disposed of 63,781 Consideration (89,687) Profit before minority interests (25,906) Minority interests 5,966 Consolidated profit (19,940) a.1.3. Others corporate transactions The Group performed several corporate restructuring operations in 2011, such as: • The contributions of 64.21% of NH Las Palmas, S.A.; 98.74% of Gran Círculo de Madrid, S.A.; and 50% of NH Domo of NH Hoteles, S.A. to NH Hoteles España, S.L. • The takeover of Explotaciones Hoteleras Condor, S.L. by NH Hoteles España, S.L. • NH Rallye, S.A sold 17.33% of its interest in LGH to NH Hoteles, S.A. • The sale of interests in NH Hoteles España, S.L. by NH Rallye, S.A. (1.82%) and NH Central Reservation Office, S.L. (1.76) to NH Hoteles, S.A; and • The merger of Lenguados Vivos, S.A. and Fast Good Peninsula Ibérica, S.A. REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS 69

The Group is currently analysing how this new definition of control will impact its consolidated companies <strong>and</strong>, at today’s date, it would not lead to<br />

the inclusion of any additional entity.<br />

IFRS 11 Joint Arrangements will replace IAS 31, which is currently in force. The fundamental change which IFRS 11 addresses with regard to the current<br />

st<strong>and</strong>ard is the elimination of the proportional consolidation option for jointly controlled entities, which would be consolidated by the equity method.<br />

This new st<strong>and</strong>ard will have an effect on the Group’s consolidated annual accounts, as the proportional consolidation option has been used to<br />

consolidate joint ventures in its financial statements (see Note 15.3 <strong>and</strong> Annex II). Thus, the impact of consolidation of joint ventures by the equity<br />

method instead of by proportional consolidation would involve a lower net turnover figure of 3,162,000 euros <strong>and</strong> lower operating costs of 5,852,000<br />

euros, which have been calculated with reference to the current figures.<br />

The amendments to IAS 27 <strong>and</strong> IAS 28 run parallel to the issuance of the new IFRS mentioned above.<br />

In any case, no further changes other than the above will affect the Group.<br />

Lastly, IFRS 12 is a disclosure st<strong>and</strong>ard which groups together all the accounting disclosure requirements on interests in other entities (be they<br />

subsidiaries, associates, joint ventures or other interests), including new disclosure requirements.<br />

Its entry into force would therefore probably broaden the disclosures currently required by the Group on interests in other entities <strong>and</strong> other<br />

investment vehicles.<br />

IFRS 13 Fair Value Measurement. This new st<strong>and</strong>ard was issued as the sole regulatory source to calculate the fair value of asset or liability elements<br />

which are valued in this way, as required by other st<strong>and</strong>ards. IFRS 13 changes the current definition of fair value <strong>and</strong> introduces new nuances to be<br />

taken into consideration. It also adds to the disclosures required on this issue.<br />

The Group has analysed the potential impacts the new definition of fair value would have on the valuation of asset <strong>and</strong> liability elements. It will<br />

probably not give rise to significant changes regarding the assumptions, methods <strong>and</strong> calculations currently made.<br />

Amendment of IAS 19 Employee Benefits. The change brought about by this amendment will essentially affect the accounting treatment of defined benefit<br />

plans, as it eliminates the “fluctuation b<strong>and</strong>” that currently makes it possible to choose to defer a certain proportion of actuarial gains <strong>and</strong> losses. All actuarial<br />

gains <strong>and</strong> losses will be immediately recognised in other comprehensive income once the amendment enters into force. It will also involve changes in the<br />

presentation of cost components in the comprehensive profit <strong>and</strong> loss statement, which will be grouped together <strong>and</strong> presented in a different way.<br />

So far, the future impact of adoption of this st<strong>and</strong>ard has not been analysed.<br />

2.2. Information on 2010<br />

As required by IAS 1, the information from 2010 contained in this consolidated annual report is presented solely for comparison with the information from<br />

2011 <strong>and</strong> consequently does not in itself constitute the Group’s consolidated annual accounts for 2010.<br />

2.3. Currency of presentation<br />

These consolidated financial statements are presented in euros. Any foreign currency transactions have been booked in accordance with the criteria<br />

described in Note 4.9.<br />

2.4. Responsibility for the information, estimates made <strong>and</strong> sources of uncertainty<br />

The Directors of the Parent Company are responsible for the information contained in these consolidated financial statements.<br />

Estimates made by the management of the Group <strong>and</strong> of the consolidated entities (subsequently ratified by their Directors) have been used in the Group’s<br />

consolidated financial statements to quantify some of the assets, liabilities, revenue, expenses <strong>and</strong> undertakings recorded. These estimates essentially<br />

refer to:<br />

- Losses arising from asset impairment.<br />

- Hypotheses used in the actuarial calculation of liabilities for pensions <strong>and</strong> other undertakings made to the workforce.<br />

- Useful life of the tangible <strong>and</strong> intangible assets.<br />

- Valuation of consolidation goodwill.<br />

- Market value of specific assets.<br />

- Estimation of onerous agreements.<br />

- Calculation of provisions <strong>and</strong> evaluation of contingencies.<br />

These estimates were made on the basis of the best available information on the facts analysed. Nonetheless, it is possible that future events may take<br />

place that make it necessary to modify them, which would be done in accordance with IAS 8.<br />

No fact existed on the date these consolidated financial statements were issued that could be a source of significant uncertainty regarding the accounting<br />

effect such facts could have in future financial years.<br />

As can be seen in the balance sheet, current liabilities considerably exceed current assets. As is described in Note 30, the Parent Company concluded<br />

the process of refinancing the Group’s debt subsequent to year-end by adapting its repayment schedule to the generation of resources foreseen in its<br />

business plan.<br />

2.5. Consolidation principles applied<br />

2.5.1. Subsidiaries (See Annex I)<br />

Subsidiaries are considered as any company included within the scope of consolidation in which the Parent Company directly or indirectly controls their<br />

management due to holding the majority of voting rights in the governance <strong>and</strong> decision-making body, with the capacity to exercise control. This capacity is<br />

shown when the Parent Company holds the power to manage an investee entity’s financial <strong>and</strong> operating policy in order to obtain profits from its activities.<br />

The financial statements of subsidiaries are consolidated with those of the Parent Company by applying the full consolidation method. Consequently,<br />

all significant balances <strong>and</strong> effects of any transactions taking place between them have been eliminated in the consolidation process.<br />

Stakes held by minority members in the Group’s equity <strong>and</strong> results are respectively presented in the “Minority interests” item of the consolidated<br />

balance sheet <strong>and</strong> of the consolidated comprehensive profit <strong>and</strong> loss statement.<br />

The profit or loss of any subsidiaries acquired or disposed of during the financial year are included in the consolidated comprehensive profit <strong>and</strong> loss<br />

statement from the effective date of acquisition or up to the effective date of disposal, as appropriate.<br />

68<br />

REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS

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