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CONSOLIDATED CASH FLOW STATEMENTS CONSOLIDATED CASH FLOW STATEMENT FOR 2012 AND 2011 (€ Thousand) Note Financial year 2012 Financial year 2011 1. OPERATING ACTIVITIES Consolidated profit (loss) before tax (391,596) 4,301 Adjustments to profit (loss): Depreciation of tangible and intangible assets (+) 7, 8 and 9 111,351 119,887 Losses from asset impairment (net) (+/-) 6, 7, 8 and 12 204,516 7,369 Provision allowances (net) (+/-) 21 58,787 (3,564) Profits (Losses) from the sale of tangible and intangible assets (+/-) 2,357 (33,905) Profits (Losses) from investments valued through the equity method (+/-) 10 4,232 3,985 Financial income (-) 27.2 (3,779) (5,720) Financial expenses and changes in fair value of financial instruments (+) 27.6 86,567 75,471 Net exchange rate differences (Income/(Expenses)) 7,470 (12) Other non-monetary items (+/-) 22,936 (31,735) Adjusted result 102,841 136,077 Net change in assets / liabilities: (Increase)/Reduction in inventories 10,409 2,605 (Increase)/Reduction in trade and other receivables 7,128 8,031 (Increase)/Reduction in other current assets (14,769) 2,227 Increase/(Reduction) in trade creditors 17,836 (16,749) Increase/(Reduction) in other current liabilities (17,691) 13,007 Increase/(Reduction) in provisions for liabilities and charges (121) (3,839) Tax on profits paid (9,376) (8,745) Total net cash flow from operating activities (I) 96,257 132,614 2. INVESTMENT ACTIVITIES Financial income 26.2 3,779 5,692 Investments (-): Group companies, joint ventures and associated companies (614) (6,032) Tangible and intangible assets and real-estate investments (53,039) (67,556) Non-current financial investments - (73) (53,653) (73,661) Disposals (+): Group companies, joint ventures and associated companies - 89,929 Tangible and intangible assets and real-estate investments 2,105 80,425 Non-current financial investments 3,839 728 Other Assets 632 252 6,576 171,334 Total net cash flow from investment activities (II) (43,298) 103,365 3. FINANCING ACTIVITIES Interest paid for debts (-) (68,165) (68,469) Changes in (+/-): Equity instruments - Reserves (3,714) - Minority interests 43 (2,975) Liability instruments: Debts with credit institutions (+) 15,000 35,355 Debts with credit institutions () (43,423) (270,412) Other non-current liabilities (+/) (5,637) (5,722) Total net cash flow from investment activities (III) (102,182) (315,937) 4. GROSS INCREASE/ REDUCTION OF CASH OR EQUIVALENT ASSETS (I+II+III) (49,223) (79,958) 5. Effect of changes in exchange rates on cash and equivalent assets (IV) 475 2,016 6. Effect of changes in scope of consolidation (V) - - 7. NET INCREASE/ REDUCTION OF CASH OR EQUIVALENT ASSETS (I+II+III-IV+VI) (49,698) (81,974) 8. Cash or equivalent assets at beginning of the year 91,143 173,117 9. Cash or equivalent assets at the end of the year (7+8) 41,445 91,143 Notes 1 to 33 set forth in the Consolidated Annual Report and Annexes I to III form an integral part of the Consolidated Cash Flow Statement for 2012. The Consolidated Cash Flow Statement for 2012 is presented solely for the purposes of comparison. 66 CONSOLIDATED CASH FLOW STATEMENTS
REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS NH HOTELES, S.A. AND SUBSIDIARIES REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS FOR 2012 1. ACTIVITY AND COMPOSITION OF THE PARENT COMPANY NH HOTELES, S.A. (hereinafter the Parent Company) was incorporated as a public limited company in Spain on 23 December 1881 under the trade name “Material para Ferrocarriles y Construcciones, S.A.”, which was subsequently changed to “Material y Construcciones, S.A.” (MACOSA) and later to “Corporación Arco, S.A.” In 1992, Corporación Arco, S.A. took over Corporación Financiera Reunida, S.A. (COFIR), while at the same time adopting the trade name of the company taken over and amending its corporate purpose to the new activity of the Parent Company, which focused on the management of its shareholding portfolio. In 1998, Corporación Financiera Reunida, S.A. (COFIR) merged with Grupo Catalán, S.L. and its subsidiaries and Gestión NH, S.A. through the absorption of these companies by the former. Subsequently, Corporación Financiera Reunida, S.A. (COFIR) took over NH Hoteles, S.A., adopted its trade name and broadened its corporate purpose to allow for the direct performance of hotel activities, activities in which it had already been engaged indirectly through its subsidiaries. Information on these mergers can be found in the financial statements of the years in which said transactions took place. In October 1999, a public take-over bid for 100% of the capital of Sotogrande, S.A. was launched, which has allowed the Company to hold a permanent controlling interest exceeding 75%. An essentially European expansion strategy was initiated in 2000 aimed at creating a strong global brand in the urban hotel segment through the incorporation of the Dutch hotel company “Krasnapolsky Hotels and Restaurants N.V.”, followed by the acquisition of the Mexican company “Nacional Hispana de Hoteles, S.R.L de C.V.” in June 2001 and the purchase of the German hotel company “Astron Hotels” in 2002. Between 2003 and 2005, the Group’s organic growth allowed it to enter different European markets, such as Italy and Romania, as well as new cities such as London. It also entered the quality tourist sector, with a significant real estate component, in 2005 with projects in Cap Cana (Dominican Republic) and the Mayan Riviera (Mexico). Having consolidated acquisitions made in preceding periods, the Group continued its international expansion strategy in 2007 and 2008 through the acquisition of the Italian Framon and Jolly Hotel chains. The Group entered into an agreement with Grupo Inversor Hesperia, S.A. (hereinafter “Hesperia”) in 2009 to merge their respective hotel management businesses. As a result, the Group now manages 49 hotels owned or operated by Hesperia. The Parent Company heads a group of subsidiary companies engaged in the same activity, which together with NH Hoteles, S.A. comprise NH Hoteles Group (hereinafter the “Group” – see Annexes I, II and III). At the end of 2012, the Group was operating hotels in 25 countries, with 391 hotels and 58,853 rooms, of which around 78% are located in Spain, Germany, Italy and the Benelux. NH Hoteles, S.A. has its registered address in Madrid. 2. BASIS OF PRESENTATION OF THE CONSOLIDATED FINANCIAL STATEMENTS AND CONSOLIDATION PRINCIPLES 2.1 Basis of presentation of the Financial Statements The consolidated annual accounts for 2012 were drawn up by the Directors of NH Hoteles, S.A. at the Board meeting held on 20 March 2013 in accordance with the Group’s legal framework. This framework is set forth in the Code of Commerce and business law, and in the International Financial Reporting Standards (hereinafter IFRS) adopted by the European Union in accordance with Regulation (EC) No. 1606/2002 of the European Parliament and Act 62/2003 of 30 December on Fiscal, Administrative and Social Measures, and as such present a true image of the Group’s equity and financial situation at 31 December 2012 and of the results of Group’s transactions, changes in equity and cash flows during the financial year ending on said date. REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS 67
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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
Page 15 and 16: EVOLUTION NH HOTELES - IBEX DECEMBE
Page 17 and 18: ANNUAL CORPORATE GOVERNANCE REPORT
Page 19 and 20: In the event of any modification or
Page 21 and 22: Total number of executive directors
Page 23 and 24: Name or trade name of director Trad
Page 25 and 26: B.1.13 Indicate, on an aggregate ba
Page 27 and 28: The proposals to appoint directors
Page 29 and 30: ) When they are removed from the ex
Page 31 and 32: B.1.30 State the number of meetings
Page 33 and 34: MR JOSÉ ANTONIO CASTRO SOUSA HOTEL
Page 35 and 36: EXECUTIVE OR DELEGATE COMMITTEE Nam
Page 37 and 38: ) Competencies The primary function
Page 39 and 40: C - RELATED-PARTY TRANSACTIONS C.1
Page 41 and 42: Mechanisms for resolving possible c
Page 43 and 44: Description of functions The Audit
Page 45 and 46: The documents in which such delegat
Page 47 and 48: II.4. Ratification and renewal of t
Page 49 and 50: a) The transformation of listed com
Page 51 and 52: See sections: B.1.2, B.1.27 and B.2
Page 53 and 54: When the Board adopts significant o
Page 55 and 56: 45. Supervision of compliance with
Page 57 and 58: G - OTHER USEFUL INFORMATION If you
Page 59 and 60: 1.2 Existence of the following elem
Page 61 and 62: In order to ensure the reliability
Page 63 and 64: CONSOLIDATED BALANCE SHEETS AT 31 D
Page 65: CONSOLIDATED STATEMENTS OF CHANGES
Page 69 and 70: The Directors have assessed the pot
Page 71 and 72: The fair value of Resco Sotogrande,
Page 73 and 74: Intangible assets with an indefinit
Page 75 and 76: 4.7.4 Equity instruments An equity
Page 77 and 78: year-end are likewise charged to th
Page 79 and 80: The basic hypotheses used to estima
Page 81 and 82: In Italy, the most significant addi
Page 83 and 84: 11. NON-CURRENT FINANCIAL INVESTMEN
Page 85 and 86: As a general rule, these receivable
Page 87 and 88: iii) Other non-available reserves
Page 89 and 90: Mortgage guarantee loans, whether s
Page 91 and 92: On 26 October 2012, the Court of Ar
Page 93 and 94: 20. SHARE-BASED REMUNERATION SCHEME
Page 95 and 96: Provisions for pensions and similar
Page 97 and 98: Total Corporate Tax Income or Expen
Page 99 and 100: Year of origin Amount Offsetting De
Page 101 and 102: Contingent assets and liabilities T
Page 103 and 104: 27.3 Personnel expenses This item i
Page 105 and 106: 27.6 Financial expenses and changes
Page 107 and 108: FUNDING AGREEMENTS € Thousand 201
Page 109 and 110: 29.1 Information on main segments
Page 111 and 112: Holder Investee company Activity Nu
Page 113 and 114: After the capital increase, the sha
Page 115 and 116: Similarly, the owners’ associatio
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ANNEX I: SUBSIDIARIES Data on the C
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Investee company Registered address
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ANNUAL REPORT OF THE AUDIT COMMITTE
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websites OF INTEREST: ITP INTERNATI
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