Download Complete PDF - Informe Anual 2012
Download Complete PDF - Informe Anual 2012 Download Complete PDF - Informe Anual 2012
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 shareholders 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 until the effective date of disposal, as appropriate. 2.5.2 Associated 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 retirements 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 elimination are carried out in proportion to the stake held by Group in relation to the capital of these 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 translation 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 scope of consolidation The most significant changes in the scope of consolidation during 2012 and 2011 that affect the comparison between financial years were the following: a.1 Changes in the scope of consolidation in 2012 a.1.1 Additions On 31 January 2012, the company Grupo Sotogrande, S.A. acquired 819 shares in Resco Sotogrande, S.L., representing 50% of the share capital of this company, for a sum of €240,000. As the result of the above transaction, the Group acquired control of Resco Sotogrande, S.L., which until this time had been consolidated by the proportional method, being jointly managed by both shareholders, Sotogrande S.A. and the vendor of the 819 shares, in accordance with the agreements signed between the parties. The details of the business combination are as follows: € Thousand Book Value Adjustments Fair Value Non-current assets 3 - 3 Inventories 11,285 (2,098) 9,187 Other current assets 55 - 55 Debts with credit institutions (7,458) - (7,458) Other liabilities (237) - (237) Total net assets 3,648 (2,098) 1,550 Cost of the business combination 240 Book value of the previous investment 1,310 Income from the businesses combination - 70 REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS
The fair value of Resco Sotogrande, S.L. inventories has been calculated based on the sale prices offered in the negotiations with clients that were ongoing at the time of the business combination. In the event that that business combination had taken place on 1 January 2012, the total comprehensive loss for the Group in 2012 would have been an additional €10,000. a.1.2 Other corporate transactions On 30 April 2012, the General Shareholders’ Meeting of Donnafugata Resort S.r.l. resolved to reduce capital by €7.082 million and charge it to previous years’ losses, and to subsequently increase capital by approximately €6.152 million. Both transactions were notarised on 20 July 2012. Given that the remaining shareholders did not participate in this capital increase, the Parent Company subscribed it entirely, thereby increasing its percentage interest from 78.00% to 88.80%. As a result of the put option granted to the minority shareholders of Donnafugata Resort, S.r.l., described in Note 26, the Group consolidates the annual accounts of this company considering the equity interest represented by said option in relation to the share capital of this subsidiary. At 31 December 2012, the consolidated equity interest in Donnafugata Resort, S.r.l. stood at 97.61% (95.3% at 31 December 2011). The effect of this operation reduced reserves by €58,000, as a result of which the minority shareholders did not subscribe to the aforementioned capital increase. a.2 Changes in the scope of consolidation in 2011 a.2.1 Additions On 30 April 2011, the General Shareholders’ Meeting of Donnafugata Resort S.r.l. resolved to reduce capital by €6.784 million and charge it to prior years’ losses, and to subsequently increase capital by approximately €6.294 million. Both transactions were recorded in public instruments on 3 May 2011. Given that the remaining shareholders did not participate in this capital increase, the Parent Company subscribed it entirely, thereby increasing its direct percentage interest from 58.82% to 78.00%. a.2.2 Disposals The company Jolly Hotels France, S.A., the owner of a hotel in Paris, was sold in 2011 for €89 million. The capital gain booked for this transaction amounted to €19.94 million. The effect of retiring the above mentioned company from the consolidated balance sheet at 31 December 2011 was as follows: € Thousand 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) 3. PROFITS AND LOSSES ALLOCATION AND DISTRIBUTION At the Ordinary General Shareholders’ Meeting, the Parent Company’s directors will propose that the losses be applied to the “Previous year’s losses” account to be offset in future financial years. In accordance with Article 273.4 of the Revised Text of the Capital Companies Act, the directors will propose to allocate €418,000 as an unavailable reserve, as provided by such article, at the Ordinary General Shareholders’ Meeting and charge it to freely available reserves, because the Parent Company has not generated any profits this year. 4. VALUATION STANDARDS The main principles, accounting policies and valuation standards applied by the Group to draw up these consolidated financial statements, which comply with IFRS in force on the date of the relevant financial statements, have been the following: 4.1 Tangible fixed assets Tangible fixed assets are valued at their original cost. They are subsequently valued at their reduced cost resulting from cumulative depreciation and, as appropriate, from any impairment losses they may have suffered. Due to the transition to IFRS, the Group reappraised the value of some land to its market value on the basis of appraisals made by an independent expert for a total amount of €217 million. The reappraised cost of such land was considered as a cost attributed to the transition to the IFRS. The Group followed the criterion of not re-valuing any of its tangible fixed assets at subsequent year-ends. Enlargement, modernisation and improvement costs entailing an increase in productivity, capacity or efficiency or a lengthening of the assets’ useful life are booked as higher cost of such assets. Conservation and maintenance costs are charged against the consolidated comprehensive profit and loss statement for the year in which they are incurred. REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS 71
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The fair value of Resco Sotogrande, S.L. inventories has been calculated based on the sale prices offered in the negotiations with clients that were<br />
ongoing at the time of the business combination.<br />
In the event that that business combination had taken place on 1 January <strong>2012</strong>, the total comprehensive loss for the Group in <strong>2012</strong> would have been<br />
an additional €10,000.<br />
a.1.2 Other corporate transactions<br />
On 30 April <strong>2012</strong>, the General Shareholders’ Meeting of Donnafugata Resort S.r.l. resolved to reduce capital by €7.082 million and charge it to<br />
previous years’ losses, and to subsequently increase capital by approximately €6.152 million. Both transactions were notarised on 20 July <strong>2012</strong>.<br />
Given that the remaining shareholders did not participate in this capital increase, the Parent Company subscribed it entirely, thereby increasing its<br />
percentage interest from 78.00% to 88.80%. As a result of the put option granted to the minority shareholders of Donnafugata Resort, S.r.l., described<br />
in Note 26, the Group consolidates the annual accounts of this company considering the equity interest represented by said option in relation to<br />
the share capital of this subsidiary. At 31 December <strong>2012</strong>, the consolidated equity interest in Donnafugata Resort, S.r.l. stood at 97.61% (95.3% at 31<br />
December 2011).<br />
The effect of this operation reduced reserves by €58,000, as a result of which the minority shareholders did not subscribe to the aforementioned<br />
capital increase.<br />
a.2 Changes in the scope of consolidation in 2011<br />
a.2.1 Additions<br />
On 30 April 2011, the General Shareholders’ Meeting of Donnafugata Resort S.r.l. resolved to reduce capital by €6.784 million and charge it to prior<br />
years’ losses, and to subsequently increase capital by approximately €6.294 million. Both transactions were recorded in public instruments on 3 May<br />
2011. Given that the remaining shareholders did not participate in this capital increase, the Parent Company subscribed it entirely, thereby increasing<br />
its direct percentage interest from 58.82% to 78.00%.<br />
a.2.2 Disposals<br />
The company Jolly Hotels France, S.A., the owner of a hotel in Paris, was sold in 2011 for €89 million. The capital gain booked for this transaction<br />
amounted to €19.94 million.<br />
The effect of retiring the above mentioned company from the consolidated balance sheet at 31 December 2011 was as follows:<br />
€ Thousand<br />
Tangible fixed assets 84,550<br />
Tax (4,725)<br />
Other long-term debts (14,941)<br />
Working capital (1,103)<br />
Net assets disposed of 63,781<br />
Consideration (89,687)<br />
Profit before minority interests (25,906)<br />
Minority interests 5,966<br />
Consolidated profit (19,940)<br />
3. PROFITS AND LOSSES ALLOCATION AND DISTRIBUTION<br />
At the Ordinary General Shareholders’ Meeting, the Parent Company’s directors will propose that the losses be applied to the “Previous year’s losses” account<br />
to be offset in future financial years. In accordance with Article 273.4 of the Revised Text of the Capital Companies Act, the directors will propose to allocate<br />
€418,000 as an unavailable reserve, as provided by such article, at the Ordinary General Shareholders’ Meeting and charge it to freely available reserves, because<br />
the Parent Company has not generated any profits this year.<br />
4. VALUATION STANDARDS<br />
The main principles, accounting policies and valuation standards applied by the Group to draw up these consolidated financial statements, which comply with<br />
IFRS in force on the date of the relevant financial statements, have been the following:<br />
4.1 Tangible fixed assets<br />
Tangible fixed assets are valued at their original cost. They are subsequently valued at their reduced cost resulting from cumulative depreciation<br />
and, as appropriate, from any impairment losses they may have suffered.<br />
Due to the transition to IFRS, the Group reappraised the value of some land to its market value on the basis of appraisals made by an independent<br />
expert for a total amount of €217 million. The reappraised cost of such land was considered as a cost attributed to the transition to the IFRS. The<br />
Group followed the criterion of not re-valuing any of its tangible fixed assets at subsequent year-ends.<br />
Enlargement, modernisation and improvement costs entailing an increase in productivity, capacity or efficiency or a lengthening of the assets’<br />
useful life are booked as higher cost of such assets. Conservation and maintenance costs are charged against the consolidated comprehensive<br />
profit and loss statement for the year in which they are incurred.<br />
REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS 71