Download Complete PDF - Informe Anual 2012

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Maturities Limit Available Drawn Down 2012 2013 2014 2015 Remainder Mortgage guarantee loans 227,205 - 227,205 - 69,692 25,528 20,368 111,617 Fixed rate 45,274 - 45,274 - 2,562 2,938 3,072 36,702 Variable rate 181,931 - 181,931 - 67,130 22,590 17,296 74,915 Asset guarantee loans 9,272 - 9,272 - 8,272 1,000 - - Fixed rate - - - - - - - - Variable rate 9,272 - 9,272 - 8,272 1,000 - - Subordinated loans 75,000 - 75,000 - - - - 75,000 Variable rate 75,000 - 75,000 - - - - 75,000 Syndicated loan 729,855 442 729,413 - 131,586 131,586 126,730 339,511 Variable rate Tranche A2 150,000 - 150,000 - - - - 150,000 Variable rate Tranche B 250,000 - 250,000 - 100,000 100,000 50,000 - Variable rate Benelux line 14,000 442 13,558 - - - 13,558 - Fixed rate Tranche A1 315,855 - 315,855 - 31,586 31,586 63,172 189,511 SUBTOTAL 1,041,332 442 1,040,890 - 209,550 158,114 147,098 526,128 Credit lines 11,304 268 11,036 - 11,036 - - - Variable rate 11,304 268 11,036 - 11,036 - - - Debt arrangement expenses - - (18,186) - (8,096) (3,059) (2,802) (4,229) Debt due to interest - - 2,119 - 2,119 - - - Debt situation at 31/12/2012 1,052,636 710 1,035,859 - 214,609 155,055 144,296 521,899 Debt situation at 31/12/2011 1,079,570 22,043 1,057,045 831,122 27,501 24,967 14,362 159,093 The consolidated balance sheet at 31 December 2012, pro forma, reflecting the waiver and the capital increase resulting from the agreement with HNA, is as follows: NH HOTELES, S.A. AND SUBSIDIARIES BALANCE AT 31/DEC/2012 ASSETS 31/Dec /2012 Pro forma 31/Dec/2012 Pro forma LIABILITIES AND SHAREHOLDERS’ EQUITY 31/Dec /2012 31/Dec/2012 Fixed assets and real estate investments 2,069,494 2,069,494 NET ASSETS ATTRIBUTABLE TO SHAREHOLDERS OF THE PARENT COMPANY 840,924 1,075,210 Non-current financial investments 180,608 180,608 Minority interests 158,909 158,909 Deferred tax assets and other non-current assets 211,880 211,880 TOTAL SHAREHOLDERS' EQUITY 999,833 1,234,119 NON-CURRENT ASSETS 2,461,982 2,461,982 Subsidies 19,718 19,718 Provisions for contingencies and expenses 57,276 57,276 Debts with credit institutions 180,501 821,250 Deferred tax liabilities and other non-current liabilities 275,964 275,964 NON-CURRENT LIABILITIES 533,459 1,174,208 Inventories 106,005 106,005 Trade accounts receivable 117,943 117,943 Provisions for contingencies and expenses 53,458 53,458 Other accounts receivable 68,976 68,976 Debts with credit institutions 855,358 214,609 Other current assets 28,984 28,984 Trade creditors 303,848 303,848 Cash, bank and equivalents 41,445 275,731 Other accounts payable 79,379 79,379 CURRENT ASSETS 363,353 597,639 CURRENT LIABILITIES 1,292,043 651,294 TOTAL ASSETS 2,825,335 3,059,621 TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES 2,825,335 3,059,621 e) Contingent liabilities Subsequent to year-end 2012, the construction company responsible for the execution of repair works on the “Los Cortijos de la Reserva” development filed a claim for arbitration against a Group company for a total sum of €2.9 million, mainly for the End of Works Certification, the return of the guarantee fund and cost overruns. In addition, the claimant has requested that two bank sureties for the combined amount of €741,000 issued by two financial institutions in favour of this subsidiary company be paid to the court to cover the contractual obligations and penalties arising from execution of the aforementioned repair works. 114 REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS
Similarly, the owners’ associations of the “Ribera del Marlin” development filed a €2.5 million claim against a subsidiary in which the Group owns a 50% stake for repairs as a result of contractual non-performance, defects and shortcomings in shared elements of said housing development. In the opinion of the Parent Company Directors and legal advisers, the Group is not expected to incur any significant capital losses from the foregoing disputes. 32. INFORMATION ON ENVIRONMENTAL POLICY The management of the integrated water cycle within the Sotogrande development and its surroundings forms part of the operations performed by the Group through Sotogrande, S.A., which include waste water treatment and purification to minimise damage to the environment. As part of its treatment and purification operations the Group owns two wastewater treatment plants capable of serving up to 20,000 inhabitants. These plants are interconnected, so that the treated tributary is discharged into the sea through an underwater outfall. Likewise, the Company has built a tertiary treatment system in one of the treatment plants. This further purifies water, making it suitable to irrigate part of the Real Club de Golf de Sotogrande and the pitches of the Santa María Polo Club, with whom agreements have been signed for this purpose. The tertiary treatment plant has been in service since July 2003. The implementation of this tertiary system has increased water resources by 300,000 m³ / year. Furthermore, the Group is currently focusing its actions on urban land with partially approved plans as part of its promotional and development activities for the Sotogrande development. In these circumstances, no preliminary environmental impact studies need be conducted on its real estate or tourist developments. Nonetheless, the Group policy aims to achieve maximum respect for the environment, and for this purpose it has contracted the services of an environmental consulting firm to provide environmental diagnoses and consulting on the Company’s actions. The amount of the foregoing environmental assets, net of depreciation, at 31 December 2012 was €1,384 thousand (€1,467 thousand in 2011). The Group had not allocated any provisions for environmental contingencies and claims at year-end 2012. 33. EXPOSURE TO RISK The Group financial risk management is centralised at the Corporate Finance Division. This Division has established the necessary measures in place to control exposure to changes in interest and exchange rates, on the basis of the Group structure and financial position, as well as credit and liquidity risks. If necessary, hedges are made on a case-by-case basis. The main financial risks faced by the Group policies are described below: Credit risk The Group main financial assets include cash and cash equivalents (see Note 15), as well as trade and other accounts receivable (see Note 13). In general terms, the Group holds its cash and cash equivalents in entities with a high credit rating and part of its trade and other accounts receivable are guaranteed through guarantees, surety and advance payments by tour operators. The Group has no significant concentration of third-party credit risk due to the diversification of its financial investments as well as to the distribution of trade risks with short collection periods among a large number of customers. Interest rate risk The Group financial assets and liabilities are exposed to fluctuations in interest rates, which may have an adverse effect on its results and cash flows. In order to mitigate this risk, the Group has established policies and contracted financial instruments to ensure that approximately 36% of net financial debt is indexed to fixed interest rates. In accordance with reporting requirements set forth in IFRS 7, the Group has conducted a sensitivity analysis on possible interest-rate fluctuations in the markets in which it operates, based on these requirements. The Group concluded the process of refinancing its debt through a syndicated loan of €805 million, and, as part of its strategy, has covered 39% of refinanced debt through a hedging instrument (IRS). Aside from the impact any changes in the interest rates could have on financial assets and liabilities which comprise the net cash position, changes could arise in the valuation of the financial instrument contracted by the Group. The effects of changes in the interest rates on efficient derivatives are booked against equity, while the effects on inefficient derivatives are booked in the consolidated comprehensive profit and loss statement. The Group has chosen to exclude the temporary value of designating hedges in order to improve their efficiency. Note 19 of the consolidated annual report attached hereto sets out the sensitivity analysis conducted on the above-mentioned derivatives in the face of changes in interest rates. Lastly, the long-term financial assets set out in Note 11 of this annual report are also subject to interest-rate risks. Exchange rate risk The Group is exposed to exchange-rate fluctuations that may affect its sales, results, equity and cash flows. These mainly arise from: - Investments in foreign countries (essentially Mexico, Argentina, the Dominican Republic, Colombia, Panama and the United States). - Transactions made by Group companies operating in countries whose currency is other than the euro (essentially Mexico, Argentina, the Dominican Republic, Venezuela and the United States). In order to ensure these risks are mitigated, the Group has established policies and contracted certain financial derivatives (see Note 19). More specifically, the Group endeavours to align the composition of its financial debt with cash flows in the different currencies. Likewise, financial instruments are contracted in order to reduce exchange-rate differences from transactions denominated in foreign currencies. The Group has conducted a sensitivity analysis on the possible exchange rate fluctuations that might occur in the markets in which it operates. For this REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS 115
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ANNUAL REPORT 2012 CONSOLIDATED FIN
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ANNUAL REPORT 2012 CONSOLIDATED FIN
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8. TANGIBLE FIXED ASSETS 80 9. REAL
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INDEPENDENT AUDITORS’ REPORT ON C
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The consolidation of the Spanish ho
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Benelux is different, given that it
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OVERVIEW OF NH RISK POLICY NH’s o
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EVOLUTION NH HOTELES - IBEX DECEMBE
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ANNUAL CORPORATE GOVERNANCE REPORT
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In the event of any modification or
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Total number of executive directors
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Name or trade name of director Trad
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B.1.13 Indicate, on an aggregate ba
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The proposals to appoint directors
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) When they are removed from the ex
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B.1.30 State the number of meetings
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MR JOSÉ ANTONIO CASTRO SOUSA HOTEL
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EXECUTIVE OR DELEGATE COMMITTEE Nam
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) Competencies The primary function
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C - RELATED-PARTY TRANSACTIONS C.1
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Mechanisms for resolving possible c
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Description of functions The Audit
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The documents in which such delegat
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II.4. Ratification and renewal of t
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a) The transformation of listed com
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See sections: B.1.2, B.1.27 and B.2
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When the Board adopts significant o
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45. Supervision of compliance with
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G - OTHER USEFUL INFORMATION If you
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1.2 Existence of the following elem
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In order to ensure the reliability
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Page 107 and 108: FUNDING AGREEMENTS € Thousand 201
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Page 113: After the capital increase, the sha
Page 117 and 118: ANNEX I: SUBSIDIARIES Data on the C
Page 119 and 120: Investee company Registered address
Page 121 and 122: ANNUAL REPORT OF THE AUDIT COMMITTE
Page 124: websites OF INTEREST: ITP INTERNATI
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