Download Complete PDF - Informe Anual 2012
Download Complete PDF - Informe Anual 2012 Download Complete PDF - Informe Anual 2012
As indicated in Note 31 of this Consolidated Annual Report, on 17 April 2013, the Group concluded the agreement signed with China’s HNA Group, which represented an outlay of €234 million in the form of a capital increase. The Group also requested the syndicated banks participating in a €716 million loan to amend the terms of said loan by novation, which would include the release of collateral, modifications to the syndicated loan, and a waiver from its obligation to comply with the financial ratios at 31 December 2012. At the end of the subscription period of the aforementioned novation, the unanimity required for all the requested amendments (see Note 31) had not been achieved, except the waiver from compliance with financial ratios. In order to include these developments, which the directors of the Parent Company consider significant, it was decided during the 30 April 2013. Board meeting to reformulate the consolidated annual accounts for the 2012. The consolidated financial statements of the Group and the entities that comprise it corresponding to 2012 are pending approval by their respective General Shareholders Meetings or Members. Nonetheless, the directors of the Parent Company understand that said financial statements will be approved without any significant changes. Since the accounting standards and valuation criteria applied in the preparation of the Group’s consolidated financial statements for 2012 may differ from those used by some of its member companies, adjustments and reclassifications were used to standardise them and adapt them to the European Union’s IFRS. 2.1.1 Standards and interpretations effective in this period In this financial year, the Group adopted the following standards and interpretations which entered into force in 2012 and apply to the Group’s consolidated financial statements: • Amendment of IFRS 7 Financial Instruments: Disclosure of transfers of financial assets This amendment extends and reinforces the breakdown of transfers of financial assets, principally those that qualify them for retirement from the balance sheet, but with some kind of continuing involvement in the asset. The entry into force of this amendment did not entail any change in the Group’s Consolidated Annual Accounts. • Amendment to IAS 12 Income taxes Deferred tax on real estate The fundamental change arising from this amendment is that it introduces an exception to the general principles of IAS 12 that affects deferred tax on real estate, which the Group measures using the fair-value model in IAS 40 Investment Property. The amendment introduces the assumption, in terms of calculating applicable deferred taxes, that the book value of the assets will be recovered entirely through sale. This presumption can be rebutted if the property is depreciable (which would exclude the non-depreciable and component) and is held to obtain economic benefits over time through use, rather than through sale. The entry into force of this amendment did not entail any change in the Group’s consolidated annual accounts since, as described under Note 4.2, investment property is valued using the cost model. 2.1.2 Standards and interpretations issued and not in force The most significant standards and interpretations published by the IASB on the date these consolidated annual accounts were drawn up but had not yet entered into force either because the date of their entry into force was subsequent to the date of these consolidated annual accounts or because they had not been endorsed by the European Union, were the following: New standards, amendments and interpretations Compulsory application for financial years commencing after: Approved for use in the European Union Amendment to IAS 1 Presentation of other comprehensive income 1 July 2012 Amendment to IAS 19 Employee benefits 1 January 2013 Yet to be approved for use in the European Union IFRS 9 Financial instruments 1 January 2015 IFRS 10 Consolidated financial statements 1 January 2013 IFRS 11 Joint arrangements 1 January 2013 IFRS 12 Disclosure of interests in other entities 1 January 2013 IFRS 13 Fair value measurement 1 January 2013 Revised IAS 27 Separate financial statements 1 January 2013 Revised IAS 28 Investments in associates and joint ventures 1 January 2013 Amendment to IAS 32 Financial instruments: presentation - Offsetting assets with financial liabilities 1 January 2014 Amendment to IFRS 7. Financial instruments: Disclosure requirements regarding the offsetting financial assets and financial liabilities 1 January 2013 Improvements to IFRS 2009-2011 cycle Minor amendments to a number of standards. 1 January 2013 Amendments to IFRS 10, 11 and 12 Transition guidance 1 January 2013 Amendments to IFRS 10, IFRS 12 and IAS 27 Investment companies 1 January 2014 IFRIC Interpretation 20 Stripping costs in the production phase of a surface mine 1 January 2013 68 REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS
The Directors have assessed the potential future impacts of these standards, and consider that their entry into force will not have a significant impact on the consolidated annual accounts, except for the following: • IFRS 11 Joint Arrangements. 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 rule will affect the Group’s consolidated annual accounts, since the proportional consolidation option has been used to consolidate joint ventures in its financial statements (see Note 2.5.3 and Annex III). Accordingly, the impact of consolidating these joint ventures by the equity method, instead of by proportional consolidation, would lead, in more significant items, to a smaller net turnover of €7,555 thousand, lower procurement costs of €5,961 thousand, reduced personnel expenses of €860,000 and smaller operating costs of €1,094 thousand, all calculated in reference to the current figures. • IFRS 12: Disclosure of interests in other entities. IFRS 12 is a disclosure standard which groups together all the accounting disclosure requirements on interests in other entities (be they subsidiaries, associated companies, joint ventures or other interests), including new disclosure requirements. Its entry into force would foreseeably broaden the disclosures currently required by the Group in relation to interests in other entities and other investment vehicles. 2.2 Information on 2011 As required by IAS 1, the information from 2011 contained in this consolidated annual report is presented solely for comparison with the information from 2012, and consequently does not in itself constitute the Group’s consolidated annual accounts for 2011. 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. - The hypotheses used in the actuarial calculation of liabilities for pensions and other undertakings made to the personnel. - The useful life of the tangible and intangible assets. - The valuation of consolidation goodwill. - The market value of specific assets. - The 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. As is show in the balance sheet, current liabilities considerably exceed current assets. In addition, in 2012 the Group incurred losses of €292 million. On 17 April 2013, as described under Note 31, the Parent Company completed the incorporation of China’s HNA Group into the share capital of NH Hoteles, S.A., through the subscription and payment of a capital increase of €234 million. Furthermore, on 30 April 2013 lender banks agreed to waive the Group’s obligation to comply with the financial ratios established in the syndicated loan agreement. The Directors of the Parent Company have reformulated these annual accounts following the going concern principle, since they consider that the Group will meet its payment obligations on their maturity date. It will do so by using the capital investment paid in last week by the HNA Group, by expanding the asset sale process, and through new capitalisation and financing transactions. It is confident that these operations will restore the financial equilibrium and profitability of the Group. 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. REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS 69
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As indicated in Note 31 of this Consolidated Annual Report, on 17 April 2013, the Group concluded the agreement signed with China’s HNA<br />
Group, which represented an outlay of €234 million in the form of a capital increase.<br />
The Group also requested the syndicated banks participating in a €716 million loan to amend the terms of said loan by novation, which would<br />
include the release of collateral, modifications to the syndicated loan, and a waiver from its obligation to comply with the financial ratios at 31<br />
December <strong>2012</strong>. At the end of the subscription period of the aforementioned novation, the unanimity required for all the requested amendments<br />
(see Note 31) had not been achieved, except the waiver from compliance with financial ratios.<br />
In order to include these developments, which the directors of the Parent Company consider significant, it was decided during the 30 April 2013.<br />
Board meeting to reformulate the consolidated annual accounts for the <strong>2012</strong>.<br />
The consolidated financial statements of the Group and the entities that comprise it corresponding to <strong>2012</strong> are pending approval by their<br />
respective General Shareholders Meetings or Members. Nonetheless, the directors of the Parent Company understand that said financial<br />
statements will be approved without any significant changes.<br />
Since the accounting standards and valuation criteria applied in the preparation of the Group’s consolidated financial statements for <strong>2012</strong> may<br />
differ from those used by some of its member companies, adjustments and reclassifications were used to standardise them and adapt them to<br />
the European Union’s IFRS.<br />
2.1.1 Standards and interpretations effective in this period<br />
In this financial year, the Group adopted the following standards and interpretations which entered into force in <strong>2012</strong> and apply to the Group’s<br />
consolidated financial statements:<br />
• Amendment of IFRS 7 Financial Instruments: Disclosure of transfers of financial assets<br />
This amendment extends and reinforces the breakdown of transfers of financial assets, principally those that qualify them for retirement from the<br />
balance sheet, but with some kind of continuing involvement in the asset.<br />
The entry into force of this amendment did not entail any change in the Group’s Consolidated Annual Accounts.<br />
• Amendment to IAS 12 Income taxes Deferred tax on real estate<br />
The fundamental change arising from this amendment is that it introduces an exception to the general principles of IAS 12 that affects deferred tax<br />
on real estate, which the Group measures using the fair-value model in IAS 40 Investment Property. The amendment introduces the assumption,<br />
in terms of calculating applicable deferred taxes, that the book value of the assets will be recovered entirely through sale.<br />
This presumption can be rebutted if the property is depreciable (which would exclude the non-depreciable and component) and is held to obtain<br />
economic benefits over time through use, rather than through sale.<br />
The entry into force of this amendment did not entail any change in the Group’s consolidated annual accounts since, as described under Note 4.2,<br />
investment property is valued using the cost model.<br />
2.1.2 Standards and interpretations issued and not in force<br />
The most significant standards and interpretations published by the IASB on the date these consolidated annual accounts were drawn up but had<br />
not yet entered into force either because the date of their entry into force was subsequent to the date of these consolidated annual accounts or<br />
because they had not been endorsed by the European Union, were the following:<br />
New standards, amendments and interpretations<br />
Compulsory application<br />
for financial years<br />
commencing after:<br />
Approved for use in the European Union<br />
Amendment to IAS 1 Presentation of other comprehensive income 1 July <strong>2012</strong><br />
Amendment to IAS 19 Employee benefits 1 January 2013<br />
Yet to be approved for use in the European Union<br />
IFRS 9 Financial instruments 1 January 2015<br />
IFRS 10 Consolidated financial statements 1 January 2013<br />
IFRS 11 Joint arrangements 1 January 2013<br />
IFRS 12 Disclosure of interests in other entities 1 January 2013<br />
IFRS 13 Fair value measurement 1 January 2013<br />
Revised IAS 27 Separate financial statements 1 January 2013<br />
Revised IAS 28 Investments in associates and joint ventures 1 January 2013<br />
Amendment to IAS 32<br />
Financial instruments: presentation - Offsetting assets with financial<br />
liabilities<br />
1 January 2014<br />
Amendment to IFRS 7.<br />
Financial instruments: Disclosure requirements regarding the offsetting<br />
financial assets and financial liabilities<br />
1 January 2013<br />
Improvements to IFRS 2009-2011 cycle Minor amendments to a number of standards. 1 January 2013<br />
Amendments to IFRS 10, 11 and 12 Transition guidance 1 January 2013<br />
Amendments to IFRS 10, IFRS 12 and IAS 27 Investment companies 1 January 2014<br />
IFRIC Interpretation 20 Stripping costs in the production phase of a surface mine 1 January 2013<br />
68 REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS