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Download Complete PDF - Informe Anual 2012

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REPORT ON THE CONSOLIDATED<br />

FINANCIAL STATEMENTS<br />

NH HOTELES, S.A. AND SUBSIDIARIES<br />

REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS FOR <strong>2012</strong><br />

1. ACTIVITY AND COMPOSITION OF THE PARENT COMPANY<br />

NH HOTELES, S.A. (hereinafter the Parent Company) was incorporated as a public limited company in Spain on 23 December 1881 under the trade<br />

name “Material para Ferrocarriles y Construcciones, S.A.”, which was subsequently changed to “Material y Construcciones, S.A.” (MACOSA) and later to<br />

“Corporación Arco, S.A.”<br />

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<br />

taken over and amending its corporate purpose to the new activity of the Parent Company, which focused on the management of its shareholding portfolio.<br />

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<br />

of these companies by the former. Subsequently, Corporación Financiera Reunida, S.A. (COFIR) took over NH Hoteles, S.A., adopted its trade name and<br />

broadened its corporate purpose to allow for the direct performance of hotel activities, activities in which it had already been engaged indirectly through its<br />

subsidiaries.<br />

Information on these mergers can be found in the financial statements of the years in which said transactions took place.<br />

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<br />

controlling interest exceeding 75%.<br />

An essentially European expansion strategy was initiated in 2000 aimed at creating a strong global brand in the urban hotel segment through the incorporation<br />

of the Dutch hotel company “Krasnapolsky Hotels and Restaurants N.V.”, followed by the acquisition of the Mexican company “Nacional Hispana de Hoteles,<br />

S.R.L de C.V.” in June 2001 and the purchase of the German hotel company “Astron Hotels” in 2002.<br />

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<br />

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<br />

Mayan Riviera (Mexico).<br />

Having consolidated acquisitions made in preceding periods, the Group continued its international expansion strategy in 2007 and 2008 through the<br />

acquisition of the Italian Framon and Jolly Hotel chains.<br />

The Group entered into an agreement with Grupo Inversor Hesperia, S.A. (hereinafter “Hesperia”) in 2009 to merge their respective hotel management<br />

businesses. As a result, the Group now manages 49 hotels owned or operated by Hesperia.<br />

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<br />

(hereinafter the “Group” – see Annexes I, II and III).<br />

At the end of <strong>2012</strong>, the Group was operating hotels in 25 countries, with 391 hotels and 58,853 rooms, of which around 78% are located in Spain, Germany,<br />

Italy and the Benelux.<br />

NH Hoteles, S.A. has its registered address in Madrid.<br />

2. BASIS OF PRESENTATION OF THE CONSOLIDATED FINANCIAL<br />

STATEMENTS AND CONSOLIDATION PRINCIPLES<br />

2.1 Basis of presentation of the Financial Statements<br />

The consolidated annual accounts for <strong>2012</strong> were drawn up by the Directors of NH Hoteles, S.A. at the Board meeting held on 20 March 2013 in<br />

accordance with the Group’s legal framework. This framework is set forth in the Code of Commerce and business law, and in the International<br />

Financial Reporting Standards (hereinafter IFRS) adopted by the European Union in accordance with Regulation (EC) No. 1606/2002 of the<br />

European Parliament and Act 62/2003 of 30 December on Fiscal, Administrative and Social Measures, and as such present a true image of the<br />

Group’s equity and financial situation at 31 December <strong>2012</strong> and of the results of Group’s transactions, changes in equity and cash flows during the<br />

financial year ending on said date.<br />

REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS 67

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