Consolidated Financial Statements - Logo NH Hoteles - NH Hotels
Consolidated Financial Statements - Logo NH Hoteles - NH Hotels
Consolidated Financial Statements - Logo NH Hoteles - NH Hotels
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<strong>Consolidated</strong><br />
<strong>Financial</strong><br />
<strong>Statements</strong><br />
2006
<strong>Consolidated</strong> <strong>Financial</strong> <strong>Statements</strong><br />
2006
“nhube” at <strong>NH</strong> Central Convenciones<br />
Seville - Spain
Index<br />
CONSOLIDATED MANAGEMENT REPORT 7<br />
CONSOLIDATED BALANCE SHEETS 12<br />
CONSOLIDATED PROFIT AND LOSS ACCOUNTS 14<br />
STATEMENTS OF CHANGES IN CONSOLIDATED NET EQUITY 15<br />
CONSOLIDATED CASH FLOW STATEMENTS 16<br />
<strong>NH</strong> HOTELES, S.A. AND DEPENDENT COMPANIES NOTES TO<br />
THE CONSOLIDATED ANNUAL ACCOUNTS FOR 2006 17<br />
1. ACTIVITY AND STRUCTURE OF THE PARENT COMPANY 17<br />
2. BASIS OF PRESENTATION OF THE CONSOLIDATED ANNUAL ACCOUNTS<br />
AND CONSOLIDATION PRINCIPLES 17<br />
2.1 Basis of presentation of the annual accounts 17<br />
2.2 Currency of presentation 18<br />
2.3 Responsibility for information, estimates made and sources of uncertainty 18<br />
2.4 Consolidation principles used 18<br />
3. DISTRIBUTION OF NET RESULT 21<br />
4. ACCOUNTING POLICIES 22<br />
4.1 Tangible fixed assets 22<br />
4.2 Goodwill on consolidation 22<br />
4.3 Intangible assets 23<br />
4.4 Impairment in value of tangible and intangible assets not including goodwill 23<br />
4.5 Leases 24<br />
4.6 <strong>Financial</strong> instruments 24<br />
4.7 Inventories 25<br />
4.8 Transactions and balances denominated in foreign currencies 25<br />
4.9 Classifying financial assets and debts as current and long-term 25<br />
4.10 Income and expense 26<br />
4.11 Official grants 26<br />
4.12 Corporation tax 26<br />
4.13 Commitments to staff 26<br />
4.14 Onerous contracts 26<br />
4.15 Compensation Plans based on share price 27<br />
4.16 Own shares held as treasury stock 27<br />
4.17 Environmental policy 27<br />
4.18 <strong>Consolidated</strong> cash flow statements 27<br />
5. EARNINGS PER SHARE 28<br />
6. GOODWILL 28<br />
7. INTANGIBLE ASSETS 29<br />
7.1 Rights of beneficial use 29<br />
7.2 Lease premiums 29<br />
7.3 Software 29<br />
8. TANGIBLE FIXED ASSETS 30<br />
9. HOLDINGS IN ASSOCIATED COMPANIES 32
10. LONG-TERM FINANCIAL INVESTMENTS 33<br />
10.1 Loans and accounts receivable not available for trading 33<br />
10.2 Other long-term financial investments 35<br />
11. INVENTORIES 36<br />
12. TRADE DEBTORS 36<br />
13. SHORT-TERM FINANCIAL INVESTMENTS 37<br />
13.1 <strong>Financial</strong> investments at maturity 37<br />
13.2 Traded financial assets 37<br />
14. CASH AND BANKS AND OTHER CASH EQUIVALENTS 37<br />
15. NET EQUITY 37<br />
15.1 Subscribed capital stock 37<br />
15.2 Reserves of the Parent Company 39<br />
15.3 Reserves of subsidiaries 39<br />
15.4 Equity valuation adjustments 40<br />
15.5 Own shares 40<br />
15.6 Minority interests 40<br />
16. DEBTS TO CREDIT INSTITUTIONS 41<br />
17. CREDITORS UNDER FINANCE LEASES 44<br />
18. OTHER LONG-TERM LIABILITIES 45<br />
19. FINANCIAL DERIVATIVES 46<br />
20. PROVISIONS FOR LIABILITIES AND CHARGES 48<br />
21. TAX MATTERS 49<br />
22. TRADE CREDITORS 53<br />
23. OTHER CURRENT LIABILITIES 53<br />
24. GUARANTEES GIVEN TO THIRD PARTIES AND CONTINGENT LIABILITIES 53<br />
25. INCOME AND EXPENSES 55<br />
25.1 Income 55<br />
25.2 <strong>Financial</strong> income 56<br />
25.3 Staff costs 57<br />
25.4 Other operating expenses 57<br />
25.5 Operating leases 58<br />
25.6 <strong>Financial</strong> expenses 58<br />
26. INFORMATION BY SEGMENT 58<br />
26.1 Information on main segments 59<br />
26.2 Information on secondary segments 60<br />
27. REMUNERATION AND OTHER DECLARATIONS OF THE BOARD OF DIRECTORS<br />
AND SENIOR MANAGEMENT 60<br />
27.1 Remuneration of the Board of Directors 60<br />
27.2 Senior management remuneration 60<br />
27.3 Details of participation by the Directors in similar businesses and pursuit of similar<br />
activities for their own account or the account of others 61<br />
28. POST-BALANCE SHEET EVENTS 61<br />
29. INFORMATION ABOUT ENVIRONMENTAL POLICY 62<br />
30. EXPLANATION ADDED FOR TRANSLATION TO ENGLISH 62<br />
APPENDIX I: DEPENDENT COMPANIES 63<br />
APPENDIX II: JOINT VENTURES 65<br />
APPENDIX III: ASSOCIATED COMPANIES 65
<strong>Consolidated</strong> <strong>Financial</strong> <strong>Statements</strong><br />
CONSOLIDATED MANAGEMENT REPORT<br />
In 2006 <strong>NH</strong> <strong>Hoteles</strong> continued to strengthen its presence in the medium city hotel segment through sustained organic growth<br />
and the signing of two agreements that have consolidated its position in the Italian market; one with Tourist Ferry Boat, S.r.l. for<br />
the acquisition of the Framon chain, and one with Joker Partecipazione, S.r.l. and Banca Intesa, S.p.a. (today Banca Intesa<br />
Sanpaolo, S.p.a.) to acquire no less than 74.47% of Jolly <strong>Hotels</strong>, S.p.a.<br />
As regards organic growth, in 2006 some 15 hotels were opened with 2,486 rooms and projects were signed for a further 3,911<br />
rooms. These projects are in countries where <strong>NH</strong> <strong>Hoteles</strong> already has a strong presence (Spain, Netherlands and Germany) and<br />
in those where its presence is scanty (Eastern Europe and the UK).<br />
As a result of the agreement with Tourist Ferry Boat, S.r.l. (TFB), a joint venture have been created (75% <strong>NH</strong> Italia 25% TFB) to<br />
which <strong>NH</strong> <strong>Hoteles</strong> contributes the assets held to date in the Italian market and TFB contributes fifteen hotels operated under the<br />
“Framon” brand and four projects under development, of which twelve are located in Sicily and seven in the Italian cities of<br />
Rome, Genoa, Venice, Florence, Padova and Amalfi. As a result of this operation, the Group operates a total of 1,807 new rooms<br />
all in the Italian market.<br />
Of greater significance is the agreement with Joker Partecipazione, S.r.l. and Banca Intesa, S.p.a. (today Banca Intesa Sanpaolo,<br />
S.p.a.) to assume majority control of Jolly <strong>Hoteles</strong>, S.p.a.; a listed company with 45 hotels, 38 located in Italy and 7 abroad. This<br />
deal consolidates <strong>NH</strong> <strong>Hoteles</strong>’ position as the leading chain on the Italian market with an additional 5,863 rooms to those<br />
previously operated in Italy. This acquisition also enables <strong>NH</strong> <strong>Hoteles</strong> to consolidate its position in markets where it was already<br />
present (Netherlands, Germany, Belgium and the UK) and to enter other international markets where it was not present such as<br />
Paris and New York.<br />
When this deal is concluded, <strong>NH</strong> <strong>Hoteles</strong> will be present in 21 countries, with 334 hotels and 48,502 rooms, of which 27% are<br />
owned, 57% leased (8% with a purchase option) and 16% under management. Contracts have also been signed for 31 projects<br />
and a total of 5,907 rooms.<br />
The purchase of minority shareholdings begun in 2005 was concluded in 2006 with the purchase via the exchange of <strong>NH</strong> <strong>Hoteles</strong>,<br />
S.A. shares of the shareholdings that Equity International Properties, Ltd. held in Latinoamericana de Gestión Hotelera, S.A. and<br />
the conclusion of the takeover of those shares of Sotogrande, S.A. not controlled by the Group at the time of the takeover.<br />
As a result of the operations described above, two capital increases have been approved and subscribed in <strong>NH</strong> <strong>Hoteles</strong>: one to<br />
acquire the shareholding held by Equity International Properties, Ltd. in Latinoamericana de Gestión Hotelera, S.A. for a total of<br />
57.38 million euros through the issuance of 4,250,000 new shares, and another to exchange for shares of Sotogrande, S.A. held<br />
by minority shareholders subscribing to the takeover, for a total amount of 101.6 million euros, through the issuance of 7,815,589<br />
new shares.<br />
With the conclusion of the takeover, <strong>NH</strong> <strong>Hoteles</strong> owned 97.72% of Sotogrande and the Group has begun to reorganise the<br />
company’s assets. Real estate projects previously owned by <strong>NH</strong> <strong>Hoteles</strong> have been transferred to Sotogrande (for example the<br />
Cap Cana development) and other, non real estate assets have been transferred to <strong>NH</strong> <strong>Hoteles</strong> (such as the <strong>NH</strong> Alanda and <strong>NH</strong><br />
Marbella hotels and the company Gran Círculo de Madrid, S.A.) converting Sotogrande in a purely real estate operator.<br />
In addition to these two capital increases, in November 2006 the Board of <strong>NH</strong> <strong>Hoteles</strong> approved a capital increase of up to 250<br />
million euros, via the issuance of a maximum of 16,371,971 new shares, to fund the acquisition of Jolly <strong>Hotels</strong>, S.p.a. finance an<br />
ambitious organic growth plan for the next three years and maintain the Group's healthy financial leverage ratio. As at the date<br />
these annual accounts were prepared, this capital increase was fully subscribed and paid-in.<br />
The Growth Plan envisages opening 18,000 rooms in 2007-2009, of which 1,198 have been signed to date, evidence of the good<br />
progress of this ambitious plan.<br />
<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006 7
New products<br />
Expansion of the FAST GOOD restaurants continued in 2006. Like <strong>NH</strong>UBE, this product was a result of the cooperation between<br />
Ferrán Adrià and <strong>NH</strong> <strong>Hoteles</strong>. After the success of the first restaurant, which opened in the <strong>NH</strong> Eurobuilding in Madrid in 2004,<br />
two new restaurants were opened in 2005 and three more in 2006, proving the success of this new product based on simple,<br />
innovative fast food of the very highest quality.<br />
The “<strong>NH</strong>OW” concept developed in 2005 as a new and exclusive category of hotels for avant-garde clients, became a reality in<br />
2006 with the opening of a hotel in Via Tortona, in Milan’s new fashion centre. In the holiday hotel area, the Group has recently<br />
launched “SOTOGRANDE RESORTS” which will be the name under which <strong>NH</strong> <strong>Hoteles</strong> will operate its top of the range resorts<br />
aimed at replicating the lifestyle and the leisure opportunities of Sotogrande in the new locations.<br />
Given the Group’s activity, no investments have been made nor expenses incurred in R&D.<br />
Results<br />
The most positive figure for 2006 is that average revenue per room (Revpar) has increased significantly from the previous year in<br />
all business units, with an increase of 10.47% in comparable hotels.<br />
The key to this good performance lies in the price-centred revenue management strategy. In 2006 the Group managed to<br />
increase the average price by 8.39% in comparable hotels with a slight improvement on occupancy levels from the previous year.<br />
In Germany and Austria Revpar improved by 12.04% and 11.65% respectively, which together with cost savings on rents due to<br />
refinancing has meant that positive EBITDA was obtained in these countries for the first time.<br />
In 2006, Revpar in Spain grew by 8.36%, thanks mainly to the increase in the average price during periods of low occupancy. <strong>NH</strong><br />
<strong>Hoteles</strong>’ positioning in city hotels in Spain means it is benefiting from the growing popularity of Spanish cities as alternative<br />
tourist destinations, resulting in significant improvements in occupancy levels during periods of traditionally low demand.<br />
Also of note is the excellent performance of the Benelux business unit, which saw growth in Revpar of 10.19%, confirming the<br />
good trend maintained by the Group in these countries.<br />
As regards the hotel activity, between 2005 and 2006, the chain’s sales rose 12.05% and its Ebitda by 8.5%, thanks to the good<br />
business performance by all business units.<br />
Sotogrande’s real estate activity declined by 16.9% in 2006 compared to the previous year. This result is not only due to the<br />
growing weight of sales of houses and apartments compared to sales of plots of land in total real estate products currently for<br />
sale, but because a large plot of land was sold in the last quarter of the previous year for 35 million euros. Sales recorded in 2006<br />
amounted to 69.37 million euros with EBITDA of 27.09 million euros. Unrecorded sales commitments amounted to 74.6 million<br />
euros at the end of the year with an estimated margin of some 29.6 million euros.<br />
As regards the outlook for 2007, <strong>NH</strong> <strong>Hoteles</strong> expects to improve revenue from the sale of rooms in all its business units with the<br />
main goal of increasing customer loyalty and numbers but maintaining the pro-active price management strategy that proved so<br />
successful in 2006.<br />
General description of the risk policy<br />
Next year <strong>NH</strong> <strong>Hoteles</strong> will continue to seek out new opportunities to expand, while attempting to minimise the risks inherent to<br />
its sector which is sensitive to economic cycles and has a high level of operating leverage.<br />
One of the main goals of <strong>NH</strong> <strong>Hoteles</strong> is the management of the risks it is exposed to in its business activities, in order to preserve<br />
the value of its assets and consequently the investment of its shareholders. In this regard, Group Management analyses risk maps<br />
in an attempt to minimise risks and optimise their management.<br />
<strong>Financial</strong> risks are analysed by the Corporate <strong>Financial</strong> Management Area which has the necessary instruments to control,<br />
depending on economic variables, the exposure to changes in interest and exchange rates in addition to liquidity and credit risk.<br />
Credit risk is mainly attributable to the Group’s trade payables. Amounts are shown net of provisions for bad debts, although the<br />
risk is very small as the client portfolio is fragmented among a large number of agencies and companies.<br />
8<br />
<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006
As regards interest rate risk, information concerning the derivative instruments the company owns at 31 December 2006 and its<br />
policies in this respect are described in the accompanying notes to the consolidated annual accounts.<br />
<strong>Consolidated</strong> debt at the end of 2006 excluding the Jolly <strong>Hotels</strong> operation has slipped to 620.8 million euros from 678.57 million<br />
euros at December 2005, with a gearing ratio (net debt/equity) of 0.60x, well below the Group’s target of 1x. Taking into account<br />
the Jolly operation, debt would amount to 1,124.8 million euros, including the call and put options for 277.4 million euros and<br />
Jolly’s debt at 31 December 2006 that totalled 227 million euros. With this level of debt, the gearing ratio would be around 1x,<br />
falling well below the target ratio of 1x after the 250 million euro capital increase recently fully subscribed.<br />
Maintaining cash flow sources depends on the performance of the hotel business and on sales of plots of land and developments<br />
made by the Group’s real estate activity. These variables depend on the general state of the economy and on the market situation<br />
as regards supply and demand.<br />
<strong>Consolidated</strong> management account (in millions of euros)<br />
<strong>NH</strong> HOTELES, S.A. AND DEPENDENT COMPANIES 2006 2005 2006/2005<br />
P&L ACCOUNT AS AT DECEMBER, 31 ST 2006 M Eur. % M. Eur % Var. %<br />
Room revenues 1,005.58 92.18% 897.45 91.14% 12.05%<br />
Real estate sales and other 69.37 6.36% 83.44 8.47% -16.86%<br />
Other non-recurring revenues 15.99 1.47% 3.77 0.38% 324.14%<br />
TOTAL REVENUES 1,090.94 100.00% 984.66 100.00% 10.79%<br />
Cost of real state sales -32.26 -2.96% -16.89 -1.72% 91.00%<br />
Staff cost -344.09 -31.54% -316.04 -32.10% 8.88%<br />
Other operating expenses -332.41 -30.47% -299.29 -30.40% 11.07%<br />
Other non recurring expenses -9.10 -0.83% -2.10 -0.21% 333.33%<br />
GROSS OPERATING PROFIT 373.08 34.20% 350.34 35.58% 6.49%<br />
Lease payments and property taxes -184.19 -16.88% -169.49 -17.21% 8.67%<br />
EBITDA 188.89 17.31% 180.85 18.37% 4.45%<br />
Depreciation -75.00 -6.87% -68.82 -6.99% 8.98%<br />
EBIT 113.89 10.44% 112.03 11.38% 1.66%<br />
Interest income (expense) -29.79 -2.73% -23.13 -2.35% 28.82%<br />
Profit (loss) of companies carried out using the equity method 1.28 0.12% -0.65 -0.07% -296.92%<br />
EBT 85.38 7.83% 88.25 8.96% -3.26%<br />
Corporation tax -24.09 -2.21% -17.85 -1.81% 34.99%<br />
NET INCOME before minorities 61.29 5.62% 70.41 7.15% -12.95%<br />
Minority interests 1.16 0.11% -8.17 -0.83% -114.20%<br />
NET INCOME 62.45 5.72% 62.24 6.32% 0.34%<br />
Note: This consolidated operating account has been prepared using hotel management grouping criteria that do not always coincide with accounting<br />
criteria used in the consolidated annual accounts of the <strong>NH</strong> <strong>Hoteles</strong> Group.<br />
<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006 9
Shares and shareholders<br />
The execution of the agreement with minority shareholders of Latinoamericana de Gestión Hotelera, S.A. (LGH) resulted in a<br />
capital increase in 2006 of 4,250,000 shares with an issue value, for exchange purposes, of 13.50 euros per share. In exchange,<br />
<strong>NH</strong> <strong>Hoteles</strong> has received 35.4% of the shares of LGH.<br />
The conclusion of the takeover bid for the share capital of Sotogrande, S.A. resulted in a capital increase in 2006 of 7,815,589<br />
shares with an issue value, for exchange purposes, of 13 euros per share. In exchange, <strong>NH</strong> <strong>Hoteles</strong> now owns 97.72% of<br />
Sotogrande, S.A.<br />
In 2006, the Group bought (616,762 shares) and sold (411,219 shares) own shares, within legally stipulated limits and sending the<br />
required notifications to the Spanish Securities Exchange Commission, obtaining a total capital gain of 3,890 euros. At the year<br />
close, the <strong>NH</strong> <strong>Hoteles</strong> Group held 230,543 own shares representing 0.18% of share capital for a total cost of 3.5 million euros.<br />
In 2006, 220,118,673 shares in <strong>NH</strong> <strong>Hoteles</strong>, S.A. were traded on the Continuous Market (228,305,659 in 2005), which represents<br />
1.78 times (1.91 times in 2005) the total number of shares in which the share capital is divided, with average daily trading of<br />
866,608 shares.<br />
Average daily trading in shares 1995 - 2007<br />
1,200,000<br />
1,100,000<br />
1,079,910<br />
1,000,000<br />
900,000<br />
800,000<br />
808,156<br />
911,729<br />
820,896<br />
891,818<br />
866,608<br />
700,000<br />
693,650<br />
600,000<br />
577,128<br />
500,000<br />
400,000<br />
439,104<br />
497,391<br />
380,789<br />
300,000<br />
200,000<br />
100,000<br />
109,713<br />
207,116<br />
0<br />
1995<br />
1996<br />
1997<br />
1998<br />
1999<br />
2000<br />
2001<br />
2002<br />
2003<br />
2004<br />
2005<br />
2006<br />
until<br />
28/02/07<br />
Average daily trading in millions of euros 1996 - 2007<br />
20<br />
19<br />
18<br />
17<br />
16<br />
15<br />
14<br />
13<br />
12<br />
11<br />
10<br />
9<br />
8<br />
7<br />
6<br />
5<br />
4<br />
3<br />
2<br />
1<br />
0<br />
0.35<br />
1996<br />
1.66<br />
1997<br />
4.97<br />
1998<br />
4.38<br />
1999<br />
7.12<br />
2000<br />
10.02<br />
2001<br />
7.8<br />
2002<br />
8.1<br />
2003<br />
7.47<br />
2004<br />
10.26<br />
2005<br />
12.56<br />
2006<br />
17.94<br />
until<br />
28/02/07<br />
10<br />
<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006
The following charts show fluctuations in the share price and in the stock market capitalisation in the last two years.<br />
Performance <strong>NH</strong> <strong>Hoteles</strong> vs IBEX december 2004 - february 2007<br />
180<br />
175<br />
170<br />
165<br />
160<br />
155<br />
150<br />
145<br />
140<br />
135<br />
130<br />
125<br />
120<br />
115<br />
110<br />
105<br />
100<br />
95<br />
90<br />
12/<br />
04<br />
01/<br />
05<br />
02/<br />
05<br />
03/<br />
05<br />
04/<br />
05<br />
05/<br />
05<br />
06/<br />
05<br />
07/<br />
05<br />
08/<br />
05<br />
09/<br />
05<br />
10/<br />
05<br />
11/<br />
05<br />
12/<br />
05<br />
01/<br />
06<br />
02/<br />
06<br />
03/<br />
06<br />
04/<br />
06<br />
05/<br />
06<br />
06/<br />
06<br />
07/<br />
06<br />
08/<br />
06<br />
09/<br />
06<br />
10/<br />
06<br />
<strong>NH</strong> <strong>Hoteles</strong><br />
IBEX<br />
11/<br />
06<br />
12/<br />
06<br />
01/<br />
07<br />
The average price of the share in 2006 was 14.49 euros compared to 11.50 euros the previous year, with a maximum of 18.19<br />
euros in August and a minimum of 12.25 in June. The maximum price in 2005 was 14.11 euros, and the minimum 9.31 euros.<br />
Capitalisation in millions of euros 1996 - 2007<br />
2,300<br />
2,200<br />
2,100<br />
2,000<br />
1,900<br />
1,800<br />
1,700<br />
1,600<br />
1,500<br />
1,400<br />
1,300<br />
1,200<br />
1,100<br />
1,000<br />
900<br />
800<br />
700<br />
600<br />
500<br />
400<br />
300<br />
200<br />
100<br />
0<br />
1,017.69<br />
410.66<br />
213.67<br />
1996 1997 1998<br />
916.76<br />
1999<br />
1,565.88<br />
2000<br />
1,335.18<br />
2001<br />
1,250.31<br />
2002<br />
1,088.94<br />
2003<br />
1,166.64<br />
2004<br />
1,583.81<br />
2005<br />
1,857.98<br />
2006<br />
2,281.92<br />
until<br />
28/02/07<br />
<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006 11
<strong>NH</strong> HOTELES, S.A. AND DEPENDENT COMPANIES<br />
<strong>Consolidated</strong> annual accounts for 2006 prepared in accordance with<br />
International <strong>Financial</strong> Reporting Standards adopted by the European Union.<br />
Translation of consolidated financial statements originally issued in Spanish and prepared in accordance with IFRSs, as adopted by<br />
the European Union. In the event of a discrepancy, the Spanish language version prevails.<br />
CONSOLIDATED BALANCE SHEETS<br />
at 31 december 2006 and 31 december 2005 (Euros 000s)<br />
ASSETS Note 31.12.2006 31.12.2005<br />
NON-CURRENT ASSETS:<br />
Tangible fixed assets 8 1,433,644 1,408,314<br />
Goodwill 6 114,402 113,586<br />
Intangible assets 7 59,258 59,397<br />
Holdings in associated companies 9 91,433 92,728<br />
Long-term financial investments- 443,316 116,917<br />
Loans and accounts receivable not available for trading 10.1 397,451 94,481<br />
Other long-term financial investments 10.2 45,865 22,436<br />
Advance taxes 21 34,639 35,868<br />
Other non-current assets 1,324 3,998<br />
Total non-current assets 2,178,016 1,830,808<br />
CURRENT ASSETS:<br />
Inventories 11 109,673 96,902<br />
Trade debtors 12 126,888 130,356<br />
Non-trade debtors 38,592 27,894<br />
Tax receivables 21 16,194 13,527<br />
Other non-trade debtors 22,398 14,367<br />
Short-term financial investments - 207,969 27,844<br />
<strong>Financial</strong> assets held to maturity 13.1 207,586 26,621<br />
Negotiable financial assets 13.2 383 1,223<br />
Cash and banks and other cash equivalents 14 42,369 18,039<br />
Other current assets 12,985 10,947<br />
Total current assets 538,476 311,982<br />
TOTAL ASSETS 2,716,492 2,142,790<br />
12<br />
<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006
NET EQUITY AND LIABILITIES Note 31.12.2006 31.12.2005<br />
NET EQUITY:<br />
Share capital 15.1 263,197 239,066<br />
Reserves of the Parent Company 15.2 293,102 287,548<br />
Reserves in fully consolidated companies 15.3 235,130 150,317<br />
Reserves in proportionally consolidated companies 15.3 412 468<br />
Reserves in companies consolidated using the equity method 15.3 7,624 8,651<br />
Equity valuation adjustments 15.4 2,100 4,772<br />
Translation differences (5,899) 17,821<br />
Own shares 15.3 (3,504) (301)<br />
<strong>Consolidated</strong> profit for the year 62,448 62,243<br />
Net equity attributable to shareholders of the Parent Company 854,610 770,586<br />
Minority interests 15.6 176,678 119,682<br />
Total net equity 1,031,288 890,268<br />
LONG-TERM LIABILITIES:<br />
Issue of debentures and other marketable securities 57 83<br />
Debts to credit institutions 16 529,577 592,871<br />
Creditors under finance leases 17 122 316<br />
Other long-term liabilities 18 346,156 81,335<br />
Provisions for liabilities and charges 20 50,280 42,999<br />
Deferred taxes 21 99,125 124,438<br />
Total long-term liabilities 1,025,317 842,042<br />
CURRENT LIABILITIES:<br />
Issue of debentures and other marketable securities 38 25<br />
Payable to credit institutions 16 349,756 136,829<br />
Creditors under finance leases 17 251 399<br />
Trade creditors and other accounts payable 22 218,943 169,394<br />
Other current financial liabilities 1,319 1,130<br />
Tax payables 21 26,549 26,787<br />
Provisions for liabilities and charges 20 5,652 7,892<br />
Other current liabilities 23 57,379 68,024<br />
Total current liabilities 659,887 410,480<br />
TOTAL NET EQUITY AND LIABILITIES 2,716,492 2,142,790<br />
Notes 1 to 30 of the Report and Appendices I/III form an integral part of the consolidated balance sheet at 31 December 2006.<br />
The consolidated balance sheet at 31 December 2005 is presented solely for purposes of comparison.<br />
<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006 13
CONSOLIDATED PROFIT AND LOSS ACCOUNTS<br />
for the years ended on 31 december 2006 and 2005<br />
(Euros 000s)<br />
Note 2006 2005<br />
Net turnover 25.1 1,094,521 976,543<br />
Other operating income 25.1 14,381 17,466<br />
Net result on disposal of assets 25.1 10,491 2,689<br />
Supplies (131,947) (108,533)<br />
Staff costs 25.3 (339,775) (300,802)<br />
Amortisation and depreciation (71,549) (68,101)<br />
Net losses due to asset impairment (3,190) (799)<br />
Other operating expenses 25.4 (458,682) (406,513)<br />
OPERATING PROFIT/(LOSS) 114,250 111,950<br />
Profit and loss of companies carried using the equity method 9 1,270 (649)<br />
<strong>Financial</strong> income 25.2 6,978 9,961<br />
<strong>Financial</strong> expenses 25.6 (40,157) (35,188)<br />
Exchange gains/losses (Gain / (Loss)) 4,604 2,152<br />
PROFIT BEFORE TAXES FROM ONGOING ACTIVITIES 86,945 88,226<br />
Corporation tax 21 (25,395) (17,813)<br />
NET INCOME FOR THE YEAR 61,550 70,413<br />
Attributable to:<br />
Shareholders of the Parent Company 62,448 62,243<br />
Minority interests 15.6 (898) 8,170<br />
Earnings per share in euros (base and diluted) 5 0.51 0.52<br />
Notes 1 to 30 of the Report and Appendices I/III form an integral part of the consolidated profit and loss accounts for 2006.<br />
The consolidated income statement for 2005 is presented solely for purposes of comparison.<br />
14<br />
<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006
STATEMENTS OF CHANGES IN CONSOLIDATED NET EQUITY<br />
for 2006 and 2005<br />
(Euros 000s)<br />
Share<br />
Capital<br />
Share<br />
Premium<br />
Reserves of the Parent Company<br />
Legal<br />
Reserve<br />
Voluntary<br />
Reserve<br />
Reserve<br />
for own<br />
shares<br />
Full<br />
consolidation<br />
Reserves in companies<br />
consolidated by<br />
Proportional<br />
consolidation<br />
The equity<br />
method<br />
Translation<br />
differences<br />
Equity<br />
valuation<br />
adjustments<br />
Own<br />
shares<br />
Profit<br />
Attributable<br />
to the<br />
Parent<br />
Company<br />
Total<br />
Minority<br />
Interests<br />
Total<br />
Equity<br />
Balances at 31<br />
December 2004 239,066 91,784 26,791 141,756 37,587 116,883 990 2,663 (2,788) - - 55,203 709,935 137,266 847,201<br />
Profit for the<br />
year 2005 - - - - - - - - - - - 62,243 62,243 8,170 70,413<br />
Translation<br />
differences - - - - - - - - 20,609 - - - 20,609 - 20,609<br />
Cash flow hedges - - - - - 959 - - 1,280 - 2,239 (23,117) (20,878)<br />
Revenues and<br />
expenses recognised<br />
in the period - - - - - 959 - - 20,609 1,280 - 62,243 85,091 (14,947) 70,144<br />
Effect of first<br />
application of<br />
IAS 32 and 39 (Note 2.3) - 37,587 - - (37,587) - - - - 3,492 (259) - 3,233 - 3,233<br />
Distribution of<br />
profit/(loss) -<br />
- To Reserves - - 2,086 (2,753) - 32,475 (522) 5,988 - - - (37,274) - - -<br />
- To Dividends - - - - - - - - - - - (17,929) (17,929) (2,637) (20,566)<br />
Distribution<br />
of reserves - - - (11,953) - - - - - - - - (11,953) - (11,953)<br />
Variation in<br />
own shares - 2,251 - - - - - - - - (42) - 2,209 - 2,209<br />
Balances at 31<br />
December 2005 239,066 131,622 28,877 127,050 - 150,317 468 8,651 17,821 4,772 (301) 62,243 770,586 119,682 890,268<br />
Profit for the<br />
year 2006 - - - - - - - - - - - 62,448 62,448 (898) 61,550<br />
Translation<br />
differences - - - - - - - - (23,720) - - - (23,720) (255) (23,975)<br />
Cash flow hedges - - - - - - - - - (2,672) - - (2,672) (2,672)<br />
Revenues and<br />
expenses recognised<br />
in the period - - - - - - - - (23,720) (2,672) - 62,448 36,056 (1,153) 34,903<br />
Capital increase 24,131 134,847 - - - - - - - - - - 158,978 - 158,978<br />
Distribution of<br />
profit 2005<br />
- To Reserves - - - (21,487) - 84,813 (56) (1,027) - - - (62,243) - - -<br />
Distribution of reserves - - - (31,080) - - - - - - - - (31,080) (2,042) (33,122)<br />
Variation in own shares - 103 - - - - - - - - (3,203) - (3,100) (3,100)<br />
Changes in the scope<br />
of consolidation - - - - - - - - - - - - - 142,516 142,516<br />
Acquisition of<br />
minority interests - (76,830) - - - - - - - - - - (76,830) (82,325) (159,155)<br />
Balances at 31<br />
December 2006 263,197 189,742 28,877 74,483 - 235,130 412 7,624 (5,899) 2,100 (3,504) 62,448 854,610 176,678 1,031,288<br />
Notes 1 to 30 of the Report and Appendices I/III form an integral part of the statements of changes in consolidated net equity for the years ended<br />
31 December 2006 and 2005.<br />
The Statement of changes in consolidated net equity for the year ended on 31 December 2005 is presented solely for purposes of comparison.<br />
<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006 15
CONSOLIDATED CASH FLOW STATEMENTS<br />
for the years ended on 31 december 2006 and 2005 (Euros 000s)<br />
Note Year 2006 Year 2005<br />
1. OPERATING ACTIVITIES<br />
<strong>Consolidated</strong> profit before tax 86,945 88,226<br />
Adjustments to profit:<br />
Depreciation and amortisation of tangible and intangible assets (+) 71,549 68,101<br />
Asset impairment losses (net) (+/-) 3,190 799<br />
Provisions (net) (+/-) 25.4 3,244 878<br />
Gains/losses on sale of tangible and intangible assets (+/-) (10,491) (2,689)<br />
Gains/losses in companies accounted for by equity method (+/-) 9 (1,270) 649<br />
<strong>Financial</strong> income (-) 25.2 (6,978) (9,961)<br />
<strong>Financial</strong> expenses (+) 25.6 40,157 35,188<br />
Other non-cash items (+/-)<br />
Adjusted profit 186,346 181,191<br />
Net variation in assets / liabilities:<br />
(Increase)/Decrease in inventories 11 (12,771) (13,383)<br />
(Increase)/Decrease in trade debtors and other accounts receivable (7,230) (42,790)<br />
(Increase)/Decrease in other current assets (2,038) (1,538)<br />
Increase/(Decrease) in trade creditors 22 49,549 20,627<br />
Increase/(Decrease) in other current liabilities (23,131) 38,031<br />
Increase/(Decrease) in provisions for liabilities and charges (4,180) (40,773)<br />
Income taxes paid (12,720) (16,573)<br />
Total net cash flows from operating activities (I) 173,825 124,792<br />
2. INVESTING ACTIVITIES<br />
<strong>Financial</strong> income 25.2 6,978 9,961<br />
Investments (-):<br />
Group and associated companies, joint ventures (62,973) (59,455)<br />
Tangible and intangible assets and property investments (83,368) (145,494)<br />
Long-term financial investments (48,687) (55,437)<br />
<strong>Financial</strong> investments and financial assets held short-term 13.1 (200,000) (723)<br />
(395,028) (261,109)<br />
Divestments (+):<br />
Group and associated companies, joint ventures 17,753 5,967<br />
Tangible and intangible assets and property investments 40,898 16,736<br />
Long-term financial investments 10.1 & 10.2 2,998 10,458<br />
<strong>Financial</strong> investments and financial assets held short-term 13.1 & 13.2 19,875 37,778<br />
Other assets 3,903 7,048<br />
85,427 77,987<br />
Total net cash flows from investing activities (II) (302,623) (173,161)<br />
3. FINANCING ACTIVITIES<br />
Dividends paid (-) (31,080) (29,882)<br />
Interest paid on debts (-) (37,539) (36,388)<br />
Variations in (+/-):<br />
Equity instruments<br />
- Capital 24,131 -<br />
- Reserves 31,197 23,518<br />
- Minority interests 57,894 (25,754)<br />
Liability instruments (+/-):<br />
- Payable to credit institutions 147,015 128,582<br />
- Finance leases 19 (342) (13,468)<br />
- Debentures and other negotiable securities 17 (13) (25)<br />
- Other long-term liabilities (38,135) (3,926)<br />
Total net cash flows from financing activities (III) 153,128 42,657<br />
5. GROSS INCREASE / DECREASE IN CASH AND CASH EQUIVALENTS (I+II+III) 24,330 (5,712)<br />
4. Effect of exchange rate fluctuations on cash and cash equivalents (IV) (612) 743<br />
6. NET INCREASE / DECREASE IN CASH AND CASH EQUIVALENTS (I+II+III-IV) 24,942 (6,455)<br />
7. Cash and cash equivalents at start of year 18,039 23,751<br />
8. Cash and cash equivalents at end of the year (7+5) 42,369 18,039<br />
Notes 1 to 30 in the Report and Appendices I/III form an integral part of the consolidated cash flow statements for 2006<br />
The <strong>Consolidated</strong> Cash Flow Statement for 2005 is presented solely for purposes of comparison.<br />
16<br />
<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006
<strong>NH</strong> HOTELES, S.A. AND DEPENDENT COMPANIES NOTES TO THE CONSOLIDATED<br />
ANNUAL ACCOUNTS FOR 2006<br />
1 ACTIVITY AND STRUCTURE OF THE PARENT COMPANY<br />
<strong>NH</strong> HOTELES, S.A. (hereinafter the Parent Company) was incorporated as a Spanish public limited company (“sociedad<br />
anónima”) in Spain on 23 December 1881 under the name “Material para Ferrocarriles y Construcciones, S.A.”, which was<br />
subsequently changed to “Material y Construcciones, S.A.” (MACOSA) and then to “Corporación Arco, S.A.”<br />
In 1992, Corporación Arco, S.A. took over Corporación Financiera Reunida, S.A. (COFIR) taking the corporate name of the<br />
absorbed company and adapting its corporate purpose to the new activity of the Parent Company, based on management of its<br />
portfolio of shareholdings.<br />
In 1998 Corporación Financiera Reunida, S.A. (COFIR) merged with Grupo Catalán, S.L. and subsidiaries and Gestión <strong>NH</strong>, S.A.<br />
via their takeover. Corporación Financiera Reunida, S.A. (COFIR) later took over <strong>NH</strong> <strong>Hoteles</strong>, S.A. and took the corporate name<br />
of the absorbed company and extended its corporate purpose to allow it to directly carry out hotel activities, activities it was<br />
already carrying out indirectly through its subsidiary companies.<br />
The information relating to these mergers is set out in the annual accounts for the years in which these transactions took place.<br />
In October 1999 a takeover bid was made for 100% of the capital of Sotogrande, S.A. which has enabled <strong>NH</strong> <strong>Hoteles</strong> to obtain<br />
a majority shareholding of over 75% at all times.<br />
In 2000 the expansion strategy began, essentially in Europe, aimed at creating a strong world brand in the city hotel segment.<br />
This began with the integration of the Dutch Hotel firm “Krasnapolsky <strong>Hotels</strong> and Restaurants, N.V.”, continued with the<br />
acquisition of the Mexican company “Nacional Hispana de <strong>Hoteles</strong>, S.R.L. de C.V.” in June 2001 and in 2002 with the purchase<br />
of the German hotel company Astron <strong>Hotels</strong>.<br />
In 2003-2005, through organic growth, the Group entered several European markets, such as Italy and Romania, and new cities<br />
such as London. In 2005, it also embarked on its growth strategy in the quality tourism sector and with a high real estate<br />
component with projects in Cap Cana (Dominican Republic) and Rivera Maya (Mexico).<br />
In 2006, after the consolidation of the acquisitions made in previous periods, the Group continued its international expansion<br />
strategy, with the acquisition of the Italian chain Framon and the agreement with Joker Partecipazioni, S.r.l. and Banca Intesa,<br />
S.p.a. (today Banca Intesa Sanpaolo, S.p.a.) to acquire not less than 75% of the share capital of Jolly <strong>Hoteles</strong>, S.p.a.<br />
At the end of 2006, <strong>NH</strong> <strong>Hoteles</strong> was already present, with operating hotels, in 19 countries, with 269 hotels and 38,990 rooms,<br />
70% of which are in Spain, Germany and the Benelux countries.<br />
<strong>NH</strong> <strong>Hoteles</strong> S.A.'s registered address is in Madrid.<br />
2 BASIS OF PRESENTATION OF THE CONSOLIDATED ANNUAL ACCOUNTS AND<br />
CONSOLIDATION PRINCIPLES<br />
2.1 Basis of presentation of the annual accounts<br />
The consolidated annual accounts for 2006, prepared by the Directors of <strong>NH</strong> <strong>Hoteles</strong>, S.A. at a Board Meeting held on 27 March<br />
2007, have been obtained from the accounting records and annual accounts of the Parent Company and its Dependent Companies.<br />
These consolidated annual accounts have been prepared in accordance with the International <strong>Financial</strong> Reporting Standards<br />
(IFRS) adopted by the European Union in accordance with the terms of Regulation (EC) Nº 1606/2002, of the European Parliament<br />
and the Tax, Administrative and Social Policy Measures Act, Law 62/2003, dated 30 December, to give a true and fair view of the<br />
equity and financial situation of the Group as at 31 December 2006 and the results of its operations, changes in net equity and<br />
the cash flows that have occurred in the Group during the year then ended in accordance with prevailing legislation.<br />
The consolidated annual accounts of the Group and of the companies that comprise it for 2006 are pending approval by their<br />
respective shareholders’ meetings. However, the Directors of the Parent Company believe these annual accounts will be<br />
approved without significant changes.<br />
The <strong>NH</strong> <strong>Hoteles</strong> Group has decided to implement earlier than required the changes of IAS 1: “Presentation of <strong>Financial</strong><br />
<strong>Statements</strong>”, that requires the inclusion of new breakdowns that enable users to assess the objectives; policies and procedures<br />
for the management of capital (see Note 15).<br />
Other standards issued by the appropriate bodies but whose implementation is not obligatory in 2006 would not have a<br />
significant impact on these consolidated annual accounts.<br />
<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006 17
2.2 Currency of presentation<br />
These annual accounts are presented in euros. Foreign currency transactions are recorded according to the criteria described in<br />
Note 4.8.<br />
2.3 Responsibility for information, estimates made and sources of uncertainty<br />
The information contained in these annual accounts is the responsibility of the Directors of the Parent Company.<br />
In these consolidated annual accounts management of the Group and of the consolidated companies have used estimates<br />
(subsequently ratified by their Directors) to quantify some of the assets, liabilities, revenues, expenses and commitments<br />
recorded therein. Basically, these estimates refer to:<br />
- Impairment losses on certain assets<br />
- The assumptions used in the actuarial calculation of pension liabilities and other personnel commitments<br />
- The useful life of tangible and intangible assets<br />
- The valuation of goodwill on consolidation<br />
- The market value of certain assets<br />
- Estimates of onerous contracts<br />
These estimates are made on the basis of the best information available (see Note 4). However, future events might require these<br />
to be changed, which would be done in accordance with IAS 8.<br />
At the date of publication of these consolidated financial statements no event exists that might represent a significant source of<br />
uncertainty as regards the accounting impact such events might have in future years.<br />
2.4 Consolidation principles used<br />
2.4.1 Dependent companies<br />
Dependent companies are defined as subsidiaries included in the scope of consolidation which are directly or indirectly managed<br />
by the Parent Company because it holds a majority of the voting rights in their representative and decision-making bodies and<br />
is able to exercise control, as demonstrated when the Parent Company is able to direct the financial and operating policies of an<br />
investee company for the purpose of obtaining a profit from its activities.<br />
The annual accounts of the dependent companies are fully consolidated with those of the Parent Company. Consequently, all<br />
significant balances and effects of the transactions carried out among these companies have been eliminated on consolidation.<br />
Minority shareholders’ interest in the equity and income of the Group are presented respectively under “Minority Interests” in<br />
the consolidated balance sheet and consolidated income statement.<br />
The profit and loss of dependent companies acquired or disposed of during the year are included in the consolidated income<br />
statement as from the effective date of acquisition or disposal, as appropriate.<br />
2.4.2 Joint Ventures<br />
Joint ventures are managed jointly by the Parent Company and by third parties unrelated to the Group, with all parties having<br />
equal control. The annual accounts of joint ventures are consolidated using the proportional method so that the aggregation of<br />
balances and subsequent eliminations are made in the same proportion as the Group’s shareholding represents of the capital of<br />
these entities.<br />
Whenever necessary, the financial statements of these companies are adjusted to bring their accounting policies into line with<br />
those used by the Group.<br />
2.4.3 Associated companies<br />
Associated companies are defined as companies where the Parent Company has the ability to exercise a significant influence,<br />
although neither control nor joint control. In general, significant influence is deemed to exist whenever the percentage of the<br />
(direct or indirect) shareholding of the Group exceeds 20% of the voting rights, provided it does not exceed 50%.<br />
In the consolidated annual accounts, associated companies are consolidated using the equity method, i.e. at the fraction of their<br />
net worth represented by the Group's shareholding in their capital, after taking into account any dividends received and any other<br />
equity eliminations.<br />
2.4.4 Valuation of consolidated companies on acquisition<br />
Prior to 1 January 2004, when the <strong>NH</strong> Group changed over to IFRS, the difference between the cost of acquisition of a<br />
shareholding in a consolidated company and its underlying book value on the date of purchase that could not be allocated so<br />
as to increase or reduce the value of assets to their market value, were included, if positive, in the “Goodwill” caption of the<br />
consolidated balance sheet.<br />
18<br />
<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006
Assets and liabilities of dependent companies and joint ventures acquired after IFRS came into force are valued at their market<br />
values on the date of acquisition. Any excess cost of acquiring the identifiable net assets with respect to their market values is<br />
included in the “Goodwill” caption of the consolidated balance sheet.<br />
Goodwill generated in acquiring associated companies is recorded as an increase in the value of the shareholding.<br />
2.4.5 Translation of foreign currency<br />
Balance sheet and income statement captions of foreign companies included in the scope of consolidation have been translated<br />
into euros using the following criteria:<br />
- Assets and liabilities have been translated at the official year-end exchange rate.<br />
- Equity has been translated using the historical exchange rate. The historical exchange rate used for companies included in the<br />
scope of consolidation prior to the transition date is that prevailing on 31 December 2003.<br />
- The income statement has been translated using the average exchange rate for the year.<br />
The differences resulting from the use of these criteria have been included in the caption “Translation differences” under the<br />
“Equity “ caption of the consolidated balance sheet.<br />
Adjustments made to the market value and goodwill of a foreign company when this is acquired, due to the application of IFRS,<br />
are treated as assets and liabilities of the company and are translated at the year-end exchange rate.<br />
2.4.6 Changes to the scope of consolidation<br />
Set out below are the most significant changes in the scope of consolidation during 2006 and 2005 that affect the comparison of<br />
figures from one year to the next:<br />
A. Changes in the scope of consolidation during 2006<br />
Additions<br />
The companies which the <strong>NH</strong> <strong>Hoteles</strong> Group brought into the scope of consolidation during 2006, and the consolidation method<br />
used, were as shown below:<br />
Company Methods of consolidation Effective date of acquisition<br />
<strong>NH</strong>-Framon Italy Hotel Management, S.r.l. Full 31/12/2006<br />
Satme Invest, S.r.l. Full 31/12/2006<br />
Immobiliare Quattro Canti, S.r.l. Proportional 31/12/2006<br />
Donnafugata Resort, S.r.l. Full 01/01/2006<br />
Grande Jolly, S.r.l. (a) Full 31/12/2006<br />
Los Alcornoques de Sotogrande, S.L. (a) Proportional 31/12/2006<br />
Fast Good Islas Canarias, S.L. (a) Full 07/02/2006<br />
Losan Investment, Ltd. Equity method 10/03/2006<br />
(a) Companies incorporated by the <strong>NH</strong> <strong>Hoteles</strong> Group<br />
On 10 March 2006 the company Losan Investment, Ltd. was incorporated, with the <strong>NH</strong> <strong>Hoteles</strong> Group, through its subsidiary <strong>NH</strong><br />
Hotel Rallye, S.A., taking a 30% interest for a total of 2.19 million euros. This company acquired ownership of a hotel in Kensington<br />
(London) operated under lease by <strong>NH</strong> <strong>Hoteles</strong>, S.A.<br />
On 25 May 2006 the acquisition was executed of 35.63% of the share capital of Latinoamericana de Gestión Hotelera, S.A. by<br />
means of an exchange of the shares held by Equity International Properties, Ltd. in the said company (1,162,439 shares) for<br />
4,250,000 newly issued shares of <strong>NH</strong> Italia, S.r.l. with a nominal value of 2 euros each and a share premium of 11.50 euros per share.<br />
On 2 August 2006 an agreement was signed between <strong>NH</strong> Italia, S.r.l. and Tourist Ferry Boat, S.r.l. to set up a joint venture, <strong>NH</strong>-<br />
Framon Italy Hotel Management, S.r.l. 75% owned by <strong>NH</strong> <strong>Hoteles</strong>, S.A. and 25% by Tourist Ferry Boat, Srl. Under the agreement,<br />
<strong>NH</strong> <strong>Hoteles</strong> contributed to the joint venture the assets it held at that date in Italy, and Tourist Ferry Boat, S.r.l contributed fifteen<br />
hotels and four projects operated under the Framon brand through the sale of two companies (Satme Invest, S.r.l. and<br />
Immobiliare Quattro Canti, S.r.l.), the sale of a hotel it owned and a spin-off of the rest of its assets. The total investment by <strong>NH</strong><br />
<strong>Hoteles</strong>, S.A. in this deal, which is performing at 31 December 2006, will amount to 23 million euros.<br />
<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006 19
On 26 December 2006 there concluded the tender offer formulated by the Parent Company for 100% of the share capital of<br />
Sotogrande, S.A., through the issue, once the result of the tender offer was known, of 7,815,589 ordinary shares with a nominal<br />
value of 2 euros each and a share premium of 11 euros per share. The tender offer, which has resulted in acquisition of 18.66% of<br />
Sotogrande, S.A., initially targeted 20.939% of the share capital, represented by 8,770,130 shares, with an exchange ratio of one<br />
new share of <strong>NH</strong> <strong>Hoteles</strong>, S.A. per share of Sotogrande, S.A.<br />
Shown below is the impact on the consolidated balance sheet at 31 December 2006 of the companies added to the scope of<br />
consolidation during present year:<br />
Book value Adjustments Fair value<br />
Tangible Fixed Assets 39,291 12,142 51,433<br />
Other intangible assets 872 (247) 625<br />
Deferred tax assets 242 - 242<br />
Inventories 93 - 93<br />
Trade debtors and other accounts receivable 12,609 - 12,609<br />
Cash and other cash equivalents 20,404 - 20,404<br />
Trade creditors and other accounts payable (25,625) - (25,625)<br />
Bank loans (372) - (372)<br />
Tax liabilities (15,441) - (15,441)<br />
Deferred tax liabilities (11) - (11)<br />
Net assets acquired 32,062 11,895 43,957<br />
Goodwill (Note 6) 984<br />
Total investment 44,941<br />
As at 31 December 2006, investment in Jolly <strong>Hotels</strong>, S.p.a. has not been brought into the scope of consolidation of the Group<br />
because at that date the Group neither held a majority of the voting rights in the representative and decision-making bodies, nor<br />
was able to exercise its control, or had power to manage financial and operating policies of the said company (see Note 9).<br />
Retirements<br />
On 31 January 2006 the 56.9% interest held by the Group through Sotogrande, S.A. in Aymerich Golf Management, S.L. was sold<br />
for a total of 1.84 million euros. Capital gains of 1.1 million euros were recorded on the transaction.<br />
On 30 December 2006 some 75% of the company Casino Club de Golf, S.L. was sold for 10.2 million euros. In addition, the parties<br />
signed cross call and put options over the remaining 25%, to be exercised within the following 18 months, for an amount ranging<br />
between 3.6 and 3.7 million euros. The capital gain recorded on this transaction was 6.6 million euros.<br />
Shown in the following table is the effect that retirement of the aforesaid companies has had on the consolidated balance sheet<br />
at 31 December 2006:<br />
Value of retirement Amount 31.12.05<br />
Tangible Fixed Assets 8,298 6,736<br />
Other intangible assets 33 31<br />
Inventories 1,401 98<br />
Trade debtors and other accounts receivable 3,127 5,398<br />
Cash and other cash equivalents 41 37<br />
Trade creditors and other accounts payable (859) (989)<br />
Tax liabilities (3,498) (3,491)<br />
Bank loans (731) (1,317)<br />
Goodwill attributable (223) (223)<br />
Total 7,589 6,280<br />
Profits generated on disposal 7,711<br />
Total contribution 15,300<br />
20<br />
<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006
On 3 November 2005, the <strong>NH</strong> <strong>Hoteles</strong> Group acquired a 50% holding in the companies Corporación Hotelera Dominicana, S.A.<br />
and Corporación Hotelera Oriental, S.A., both with registered office in Santo Domingo. The purpose of the two companies is to<br />
pursue a property and hotel project in the province of La Altagracia, Dominican Republic. The shareholder structure of these<br />
companies was modified in 2006, by means of the sale to Caja Duero of 25% of the holding. The result of that transaction was<br />
not significant.<br />
B. Changes in the scope of consolidation during 2005<br />
Additions:<br />
The companies which the <strong>NH</strong> <strong>Hoteles</strong> Group brought into the scope of consolidation during 2005 were as shown below:<br />
- Caribe Puerto Morelos, S.A. de C.V.<br />
- Promociones Marina Morelos, S.A. de C.V.<br />
- Corporación Hotelera Dominicana, S.A.<br />
- Corporación Hotelera Oriental, S.A.<br />
- <strong>NH</strong> Romanía, S.r.L. (Hotel <strong>NH</strong> Bucarest and <strong>NH</strong> Timisoara)<br />
- Inmobiliaria y Financiera Aconcagua, S.A. (Hotel Crillón, Buenos Aires)<br />
- Atardecer Caribeño, S.L.U. (manager of the Cayo Coco hotels)<br />
- Fast Good América, S.L.<br />
- Fast Good Península Ibérica, S.L.<br />
- Cofir, S.L.<br />
- <strong>NH</strong> Domo, S.L.<br />
- Desarrollo Inmobiliario Santa Fé México, S.A. de C.V.<br />
During January 2005 the minority shareholder of Nacional Hispana de <strong>Hoteles</strong>, S.R.L. de C.V. exercised its put option on its shares,<br />
representing 38% of the share capital of that company, for 33 million euros, as a result of which the direct and indirect holding of<br />
<strong>NH</strong> <strong>Hoteles</strong> rose to 78.03%.<br />
On 1 April 2005 the Group paid 1.3 million euros for a 25% holding in the share capital of Harrington Hall Hotel, Ltd. This company<br />
operates the <strong>NH</strong> Harrington Hall hotel in London under a lease agreement.<br />
Furthermore, on 6 April 2005 the Group acquired the remaining 20% of <strong>NH</strong> <strong>Hoteles</strong> Deutschland, GmbH and <strong>NH</strong> <strong>Hoteles</strong> Austria,<br />
GmbH for a total of 45 million euros. Further goodwill totalling 16.7 million euros arose as a result of this acquisition (see Note 7).<br />
On 28 June 2005 the company Caribe Puerto Morelos, S.A. de C.V. was set up with registered office in Mexico City. This company,<br />
together with the company Promociones Marina Morelos, S.A. de C.V., with registered address in Cancun, has as its object the<br />
development of two hotels and a real estate project in Rivera Maya (Mexico). The <strong>NH</strong> Group currently has a 20% holding in<br />
Promociones Marina Morelos, S.A. de C.V. and a 90% holding in Caribe Puerto Morelos, S.A. de C.V., although the shareholder<br />
structure of this latter company has not been fully defined and is likely to change in the short term.<br />
Retirements:<br />
During 2005 the companies Desarrollo Hotelero Lázaro Cárdenas, S.A. de C.V. and Servicios Inmobiliarios de Balsas, S.A. de C.V.,<br />
the companies that own the <strong>NH</strong> Lázaro Cárdenas hotel, were sold and therefore were taken out of the scope of consolidation.<br />
The result of these operations was not significant.<br />
3 DISTRIBUTION OF NET RESULT<br />
The application of profit/(loss) for 2006 proposed by the Board of Directors of the Parent Company is as follows:<br />
Euros 000s<br />
Accumulated losses (2,290)<br />
Loss of the Parent Company (2,290)<br />
Reserves in companies consolidated by:<br />
Full Consolidation 63,434<br />
Proportional method 34<br />
The equity method 1,270<br />
Profit of the <strong>Consolidated</strong> Group 62,448<br />
The distribution of the result for 2005 is set out in the Statement of Changes in <strong>Consolidated</strong> Net Equity.<br />
<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006 21
4 ACCOUNTING POLICIES<br />
Set out below are the main valuation rules, accounting principles and policies applied by the Group when drawing up these<br />
consolidated accounts:<br />
4.1 Tangible fixed assets<br />
Tangible fixed assets are stated at cost, less accumulated depreciation and any recognised loss for impairment, except for those<br />
dependent companies whose tangible fixed assets were acquired before 31 December 1983 where the cost price was restated<br />
in accordance with different legal provisions. Later additions have been stated at cost.<br />
At the time of the transition to IFRS, the Group restated at fair value certain pieces of land based on assessments made by an<br />
independent expert, in a gross total amount of 217 million euros. The restated cost of this land has been regarded as cost in the<br />
transition to the IFRS. The Group's policy has been not to revalue any of its tangible fixed assets when closing its accounts for<br />
subsequent financial years. Set out below is the information concerning said revaluation:<br />
Euros 000s<br />
Country Book value Fair value Capital gain Effect on Reserves Attributable to minority interests<br />
Argentina 18,063 39,550 21,487 6,594 8,877<br />
Belgium 3,484 16,108 12,624 11,993 -<br />
Spain 63,613 157,570 93,957 67,912 2,556<br />
Netherlands 118,728 207,039 88,311 83,051 844<br />
Switzerland 3,904 4,600 696 452 -<br />
207,792 424,867 217,075 170,002 12,277<br />
The costs of expansions or improvements which represent an increase in productivity, capacity or efficiency, or extend the life of<br />
existing assets are recorded as an increase in the cost thereof. Expenditure for maintenance and repairs is charged to<br />
consolidated expense as incurred.<br />
The Group charges depreciation for its tangible fixed assets on a straight-line basis. The cost of the assets is spread over the years<br />
of their useful lives as shown in the following table:<br />
Years estimated useful life<br />
Constructions 33-50<br />
Plant and machinery 10-12<br />
Other plant, tools and furniture 5-10<br />
Other fixed assets 4-5<br />
4.2 Goodwill on consolidation<br />
The goodwill arising on consolidation represents the excess of the acquisition cost over the Group's interest in the fair value of<br />
identifiable assets and liabilities of a subsidiary company or joint-venture on the date of acquisition.<br />
Any positive differences between the cost of the holdings in the capital of consolidated and associated companies and the<br />
corresponding theoretical book values acquired, adjusted on the date of first consolidation, are allocated as follows:<br />
1. If they can be assigned to specific assets and liabilities of the companies acquired, increasing the value of the assets for which<br />
the fair values are higher than their net book values as recorded on said companies' balance sheets.<br />
2. If they can be assigned to specific intangible assets, by being explicitly recognised in the consolidated balance sheet provided<br />
that their fair value as at the date of acquisition can be reliably determined.<br />
3. Any other differences that cannot be allocated are recorded as goodwill which is assigned to one or more specific cash-flow<br />
generating units (in general, hotels) which are expected to make a profit.<br />
Goodwill is only recorded when it has been acquired in return for valuable consideration.<br />
The goodwill generated on the acquisition of associated companies is recorded in the accounts as an increased value of the holding.<br />
22<br />
<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006
The goodwill generated on acquisitions made prior to the date of the transition to the IFRS, 1 January 2004, remains at its net<br />
book value as recorded as at 31 December 2003 in accordance with Spanish accounting principles.<br />
Goodwill is not amortised. In this regard, every year end, or whenever there are signs of decline in value, the Group will estimate,<br />
using the “impairment test”, if there is a permanent impairment that reduce the recoverable value of the goodwill to below the<br />
net cost recorded. If this is the case, it is charged to the income statement. Any write-off recorded cannot be reversed later on.<br />
In order to carry out this impairment test, all the goodwill is assigned to one or more cash-flow generating units. The recoverable<br />
value of each cash-flow generating unit is calculated as the higher of the useful value and the net sale price that would be<br />
obtained from the assets associated with the cash-flow generating unit. The useful value is calculated based on estimated future<br />
cash flows, discounted at a rate before taxes that reflects the present market value with regard to the value of money and the<br />
specific risks associated with the asset.<br />
The discount rates used by the <strong>NH</strong> <strong>Hoteles</strong> Group for these purposes are between 7.5% and 9%, depending on the different risks<br />
associated with each specific asset.<br />
4.3 Intangible assets<br />
Intangible assets are defined as non-monetary assets that can be specifically identified, that have been acquired from third<br />
parties or have been developed by the Group. They are only recognised in the accounts when their cost can be reliably<br />
determined and financial benefits are expected to be made from them in the future.<br />
They are deemed to have an “indefinite useful life” whenever it is concluded that they will contribute indefinitely to the<br />
generation of benefits. All other intangible assets are deemed to have a “definite useful life”.<br />
Intangible assets with indefinite useful lives are not amortised. They are therefore subject to the “impairment test” at least once<br />
a year, using the same criteria as for goodwill (see note 4.2).<br />
Intangible assets with defined useful lives are amortised on a straight-line basis on the basis of the estimated useful lives of the<br />
respective assets.<br />
“Intangible assets” records, fundamentally, the following items:<br />
i) “Rights of beneficial use” records the cost of the right to operate the Hotel <strong>NH</strong> Plaza de Armas in Seville, acquired in 1994,<br />
which is being written off against the consolidated income statement over the 30 years of the term of the contract at a rate<br />
that is increasing by 4% a year.<br />
ii) “Lease premiums” records the amounts paid as a condition for obtaining certain leases contracts for hotels and are written off<br />
on a straight-line basis over the term of the lease agreement.<br />
iii) “Concession, patents and trademarks” records, basically, the disbursements made by Gran Círculo de Madrid, S.A. on the<br />
construction work to renovate the building which houses the “Casino de Madrid”. The amortisation of this work is calculated<br />
on a straight-line basis taking into account the term of the concession contract for operating and managing the services<br />
provided in the building where the “Casino de Madrid” is housed (which expires on 1 January 2037).<br />
iv) “Software” includes different software that have been acquired by the different consolidated companies. These programs are<br />
stated at cost and are amortised on a straight-line basis at an annual rate of 25%.<br />
4.4 Impairment in value of tangible and intangible assets not including goodwill<br />
Every year, the Group makes a valuation of the possibility of value impairments that require that the book values of its tangible and<br />
intangible fixed assets be reduced. An impairment is deemed to exist whenever the recoverable value is lower than the book value.<br />
The recoverable value is calculated as the higher of net sale value and useful value. The useful value is calculated based on<br />
estimated future cash flows, discounted at a rate before taxes that reflects the present market value with regard to the value of<br />
money and the specific risks associated with the asset.<br />
The discount rates used by the <strong>NH</strong> <strong>Hoteles</strong> Group for these purposes are between 7.5% and 9%, depending on the different risks<br />
associated with each specific asset.<br />
If it is estimated that the recoverable value of an asset is lower than its book value, its book value is written off to its recoverable<br />
value and the corresponding write off is charged to the income statement.<br />
In the event that a loss due to impairment is reversed later on, the amount recorded for the asset in books is written up to the<br />
limit of the original value at which said asset had been recorded prior to the recognition of said impairment in value.<br />
The information concerning impairment charges recorded in 2006, is set out in Note 8 to these accounts.<br />
<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006 23
4.5 Leases<br />
In general the Group classifies all leases as operating leases. It only classifies them as financial leases when they substantially<br />
transfer the risks and advantages of ownership to the lessee and when, furthermore, the lessee holds an option to purchase the<br />
asset when the contract ends under terms that may be deemed to be clearly better than market terms.<br />
4.5.1 Operating leases<br />
In operating leases, the ownership of the asset leased and substantially all the risks and advantages of ownership of the asset<br />
remain with the lessor.<br />
In this regard, the hotels operated under a lease agreement for a period longer than the estimated useful life of said assets, for<br />
the purpose of their technical depreciation (see Note 4.1.), are regarded by the Directors of the Parent Company as operating<br />
leases given their particular characteristics and conditions of maintenance, which makes their useful life significantly higher.<br />
Whenever the Group is the lessee, the lease expenses are taken to the income statement on a straight-line basis.<br />
4.5.2 Finance leases<br />
The Group recognises finance leases as assets and liabilities on the balance sheet, on inception of the lease, at the market value<br />
of the leased assets or at the present value of the minimum lease instalments, whenever this is lower. To calculate the present<br />
value of the lease instalments, the contractual interest rate is used.<br />
The cost of the assets acquired under finance leases is presented on the consolidated balance sheet, according to the nature of<br />
the asset that is the object of the contract.<br />
Interest expense is distributed over the period of the lease on a pay-back basis.<br />
4.6 <strong>Financial</strong> instruments<br />
4.6.1 <strong>Financial</strong> assets<br />
<strong>Financial</strong> assets are recognised on the consolidated balance sheet when they are acquired, and are recorded initially at their fair<br />
value. The financial assets maintained by the Group companies are classified as:<br />
- Traded financial assets: are assets acquired by the companies for the purpose of making a short-term gain on changes in their<br />
prices or on the differences between their purchase and sale prices. This caption also includes financial derivatives that are not<br />
regarded as accounting hedges.<br />
- <strong>Financial</strong> assets at maturity: assets for which the collections are for a fixed or determinable amount with preset maturity dates.<br />
The Group states that it intends and is able to hold these assets since they are purchased until they mature.<br />
- Loans and accounts receivable generated by the company itself: financial assets originated by the companies in exchange for<br />
providing cash or for supplying assets or services.<br />
Traded financial assets are carried after their acquisition at their “fair value”, and any changes in their fair value are taken to<br />
income for the year.<br />
The fair value of a financial instrument on a particular date is defined as the amount at which it could be bought or sold on that<br />
date between two properly informed parties, acting freely and prudently on an arm’s length basis.<br />
<strong>Financial</strong> assets at maturity and loans and accounts receivable originated by the Company are stated at amortised cost. Accrued<br />
interest is taken to the income statement on the basis of their effective rate of interest. Amortised cost is defined as the initial cost<br />
less the collections or repayments of the principal, taking into account any potential reductions for impairment or non-payment.<br />
4.6.2 Cash and other cash equivalents<br />
This caption of the consolidated balance sheet records cash at hand, deposits and other highly liquid short-term investments that<br />
can be quickly converted into cash and with no risk of a change of value.<br />
4.6.3 <strong>Financial</strong> liabilities<br />
Bank loans<br />
Bank loans are recorded at the amount received, net of the costs incurred in the transaction. They are subsequently stated at<br />
amortised cost. <strong>Financial</strong> expenses are recorded on the accruals basis in the income statement using the effective interest<br />
method. Any amounts not settled in the period they occur are added to the amount of liabilities recorded in the books.<br />
Trade creditors and other accounts payable<br />
Trade accounts payable are initially recorded at their fair value and, later, are carried at amortised cost using the effective interest<br />
rate method.<br />
24<br />
<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006
<strong>Financial</strong> derivatives and accounting for hedges<br />
Hedges used to cover the risk to which the Group's business is exposed, chiefly exchange rate and interest rate exposures, are<br />
stated at market value on the date they are contracted. Any subsequent changes in market value are recorded as follows:<br />
- Differences arising in the hedges items and hedged items in fair value hedges, in so far as they refer to the type of risk hedged<br />
against, are taken directly to the consolidated income statement.<br />
- For cash-flow hedges, the differences in valuation arising in the effective part of the hedge are recorded on a transitional basis<br />
in the caption “Equity Valuation Adjustments - Cash flow hedge”. They are not taken to the income statement until the losses or<br />
gains on the hedged item are taken to income or until the date the hedged item matures. The ineffective part of the hedge is<br />
taken directly to the consolidated income statement.<br />
Hedges stop being recorded in the accounts when the hedging instrument expires, or is sold, terminated or exercised, or no<br />
longer qualifies to be recorded as cover in the accounts. At that moment in time, any accumulated profit and loss corresponding<br />
to the hedging instrument that has been recorded in net equity is kept in net equity until the planned operation takes place.<br />
When the operation that is being hedged is not expected to take place, the accumulated net gains or losses recognised in net<br />
equity are taken to the income statement of the year. Any changes in the fair value of the financial derivatives that fail to qualify<br />
to be recorded as hedges in the accounts are taken to the consolidated income statement as they occur.<br />
<strong>Financial</strong> derivatives implicit in other financial instruments or other main contracts are recorded separately as derivatives just<br />
when their risks and characteristics are not closely linked to those of the main contracts and whenever said main contracts are not<br />
stated at their fair value with the changes taken to the income statement.<br />
4.7 Inventories<br />
The various different categories of stocks have been stated using the following criteria:<br />
Real estate business - Sotogrande (see Note 11)<br />
All the costs incurred are identified for each area and product in order to determine the cost of each item when it is sold. This<br />
method enables a proportional part of the total value of the land and the development costs to be assigned to the cost of the<br />
sale, based on the percentage that the metres sold represent in proportion to the total metres available for sale in each area.<br />
All the land and sites are classified under current assets even though it may take more than one year to build and sell them.<br />
i) Undeveloped land: Stated at cost, which includes the legal costs of executing deeds, registration and taxes that cannot be<br />
directly recovered from the Tax Authorities.<br />
ii) Developed land: Stated at the lowest of cost or market value. The cost mentioned above includes the cost of the land, the<br />
external cost of urban development and the technical projects.<br />
iii) Buildings under construction and completed buildings: Stated at cost, which includes the proportional part of the costs of land<br />
and infrastructure of the Pleasure Port and Inner Marina and the costs that are directly incurred in connection with the different<br />
developments (projects, building permits, works certificates, legal expenses relating to the declaration of new construction<br />
work, registration, etc.). The Group takes into account the market value and the time it takes for its finished products to be<br />
sold, making the necessary adjustments in values whenever they are required.<br />
Hotel business<br />
The food in the catering services is stated at the lower of cost or realisable value.<br />
4.8 Transactions and balances denominated in foreign currencies<br />
The Group uses the euro as its functional currency. Consequently, operations in currencies other than euro are deemed to be<br />
denominated in “foreign currency” and are recorded in accordance with the exchange rates prevailing on the date the operations<br />
are carried out.<br />
On every balance sheet date, the monetary assets and liabilities denominated in foreign currency are translated into the<br />
functional currency at the exchange rates prevailing on the balance sheet date. Any gains or losses that arise are taken directly<br />
to the income statement.<br />
4.9 Classifying financial assets and debts as current and long-term<br />
In the accompanying consolidated balance sheet, the financial assets and the debts are classified depending on when they fall<br />
due, as current when they fall due in or before twelve months and as long-term when they fall due after more than twelve months.<br />
<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006 25
4.10 Income and expense<br />
Income and expenses are recorded on an accrual basis, i.e. when the flow of assets and services which they represent actually<br />
takes place, irrespective of when the resulting monetary or financial flow occurs.<br />
Specifically, income is calculated at the fair value of the consideration to be received and represents the amount receivable for<br />
the assets handed over or the services provided in the ordinary course of business, after deducting discounts and taxes.<br />
Interest income and expenses accrue on a pay-back basis, based on the principal outstanding and the applicable effective rate<br />
of interest.<br />
4.11 Official grants<br />
The Companies of the Group have recorded grants received in accordance with the following criteria:<br />
- Non-refundable capital grants (linked to assets) are stated for the amount granted. They are recorded as deferred income and<br />
released to income in proportion to the depreciation recorded during the year by the assets that are being financed by these grants.<br />
- Operating grants are taken to the income statement when they accrue.<br />
4.12 Corporation tax<br />
The corporation tax expense for the year is calculated by adding the current tax resulting from applying the tax rate to the basis<br />
of assessment for the year after applying any allowable deductions, plus the change in deferred tax assets and liabilities.<br />
The deferred tax assets and liabilities include any timing differences that are identified as the amounts that are expected to<br />
become payable or collectible on the differences between the book values of the assets and liabilities and their tax values, as<br />
well as any tax loss carryforwards and credits for pending tax deductions. These amounts are recorded by applying the rate of<br />
taxation at which the corresponding timing difference or credit is expected to be refunded or paid.<br />
In some countries the rate of taxation varies depends on the form taken by the asset transfer. In these cases the Group's policy<br />
has been to apply the effective rate at which the tax is expected to be refunded or paid. The Directors of the Group are of the<br />
opinion that, in this case, the deferred tax calculated covers any amount that may eventually be paid in tax.<br />
Deferred tax liabilities are recognised for all taxable timing differences, except when the timing difference comes from the initial<br />
recognition of goodwill on which the write offs are not tax deductible or the initial recognition of other assets and liabilities in<br />
operations that affect neither the tax result nor the book result.<br />
For their part, deferred tax assets, identified with timing differences are only recognised when it is deemed probable that the<br />
consolidated companies are going to record sufficient taxable income in the future to be able to make them effective and do not<br />
come from the original recognition of other assets and liabilities in an operation that affects neither the tax result nor the book<br />
result. All other deferred tax assets (tax loss carryforwards yet to be offset and deductions yet to be compensated) are recognised<br />
only in the event that the consolidated companies are going to recording sufficient taxable income in the future to be able to<br />
make them effective.<br />
The deferred tax assets and liabilities recorded are reviewed in every closing, in order to check that they remain in force and to<br />
make whatever corrections may be appropriate on the basis of the results of the analyses carried out.<br />
4.13 Commitments to staff<br />
The Spanish companies in the hotel and restaurant trade are required to pay a certain number of months’ pay to employees of<br />
certain seniority and who meet certain prerequisites when they leave the company’s employ, retire, become permanently disabled<br />
or reach a certain age.<br />
The liabilities accruing on these commitments to staff are recorded in the caption “Provisions for liabilities and charges” on the<br />
accompanying consolidated balance sheet (see Note 20).<br />
On 31 December 2006, according to Royal Decree Law 16/3005, the Group externalised the aforesaid commitments, financing<br />
the whole of services accrued previously.<br />
4.14 Onerous contracts<br />
The <strong>NH</strong> <strong>Hoteles</strong> Group classifies as onerous contracts those agreements in which the unavoidable costs of performing the<br />
obligations stipulated therein exceed the economic benefits it expects to receive under the contracts.<br />
26<br />
<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006
The <strong>NH</strong> <strong>Hoteles</strong> Group policy is to record a provision for the present value of the aforesaid difference between the costs and<br />
benefits of a contract.<br />
The pre-tax discount rates used reflect the present value of the money in the market, and the specific risks of these contracts;<br />
specifically, rates between 7.7% and 9% have been used.<br />
4.15 Compensation Plans based on share price<br />
As indicated in Note 24, <strong>NH</strong> <strong>Hoteles</strong>, S.A. has implemented two compensation plans based on the share trading price, for<br />
Directors with executive duties, senior managers and employees.<br />
In general, these plans are settled in cash by differences. The Group has calculated the market value of each right as at the<br />
concession date, taking into account the specific characteristics of these plans, using binomial valuation methods, taking that<br />
value to the income statement on a straight-line basis over the period between concession of the compensation and exercise of<br />
the right. Furthermore, until the liabilities are paid, the Group recalculates the fair value of the liabilities at the end of every year,<br />
and takes any recognised change in the value to the income statement for the year.<br />
The charge to the consolidated income statement for these plans in 2006 has involved an increase in staff expenses of 5,977<br />
thousand euros. The balancing entry has been made in the account “Provisions for liabilities and charges - Provision for<br />
Compensation Plan based on share price” under liabilities on the consolidated balance sheet (see Note 20).<br />
The Group has contracted a derivative (“equity swap”) to hedge against fluctuations in the payments of the obligations that may<br />
arise as a result of the compensation plans contracted. This derivative has been stated at fair value. The balancing account as at<br />
the date of first application is an equity account, and for subsequent periods in the income statement for the same amount as<br />
the staff expense charged as there is efficient cover for the payment streams (see Note 4.6.3).<br />
4.16 Own shares held as treasury stock<br />
The <strong>NH</strong> <strong>Hoteles</strong> Group own shares held as treasury stock which are carried at their cost of acquisition and at year-end are<br />
recognised as a decrease in the heading “Net equity– Own shares” of the consolidated balance sheet.<br />
Profits and losses obtained by the Group on disposal of own shares are recorded under “Share premium” on the consolidated<br />
balance sheet.<br />
4.17 Environmental policy<br />
Capital expenditures stemming from environmental activities are stated at cost and capitalised as an increased cost of fixed<br />
assets or inventories in the year they are incurred.<br />
Expenses arising from the protection and improvement of the environment are charged to expense in the year they are incurred,<br />
regardless of when the related monetary or financial flow takes place.<br />
The provisions for probable or certain contingencies, disputes under way or indemnities or obligations outstanding for an<br />
undetermined amount of an environmental nature, not covered by the insurance policies that have been taken out, are set up<br />
when the liability or the obligation that sets off the indemnity or payment arises.<br />
4.18 <strong>Consolidated</strong> cash flow statements<br />
The following terms with the following definitions are used in the consolidated cash flow statements, prepared using the indirect<br />
method:<br />
- Cash flows: the inflow and outflow of cash and cash equivalents. Cash equivalents are defined as high-liquidity short-term<br />
investments with little risk of change in value.<br />
- Operating activities: the normal activities of the companies that make up the consolidated group, and any other activities that<br />
cannot be classified as capital expenditure or financing.<br />
- Investment activities: the activities relating to the acquisition, or disposal by other means of long-term assets and other capital<br />
expenditures not included in cash and cash equivalents.<br />
- Financing activities: the activities that give rise to changes in the size and structure of net equity and the liabilities that are not<br />
part of the operating activities.<br />
<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006 27
5 EARNINGS PER SHARE<br />
The basic earnings per share is calculated by dividing the net profit attributed to the Group (after taxes and minority interests) by the<br />
weighted average number of shares outstanding during the year, as shown below:<br />
2006 2005 Change<br />
Profit/(loss) for the year (000s euros) 62,448 62,243 0.33%<br />
Weighted average number of shares issued (000s shares) 122,209 119,533 2.24%<br />
Weighted average number of own shares held (000s shares) 76 215 -64.65%<br />
Weighted average number of shares outstanding 122,133 119,318 2.36%<br />
0.51 0.52 -1.98%<br />
6 GOODWILL<br />
The balance recorded under this caption is for the net goodwill that has arose on the purchase of certain companies. Shown<br />
below is the breakdown of this balance (in thousands of euros):<br />
2006 2005<br />
<strong>NH</strong> <strong>Hoteles</strong> Deutschland, GmbH and <strong>NH</strong> <strong>Hoteles</strong> Austria, GmbH 108,674 108,674<br />
Nacional Hispana de <strong>Hoteles</strong>, S.R.L. de C.V. 3,218 3,176<br />
Others 2,510 1,736<br />
114,402 113,586<br />
Set out below is the movement in this chapter of the consolidated balance sheet in 2006 and 2005 (in thousand euros):<br />
Net<br />
Net<br />
goodwill Translation goodwill<br />
31.12.04 Additions difference 31.12.05<br />
<strong>NH</strong> <strong>Hoteles</strong> Deutschland, GmbH and<br />
<strong>NH</strong> <strong>Hoteles</strong> Austria, GmbH 91,984 16,690 - 108,674<br />
Nacional Hispana de <strong>Hoteles</strong>, S.R.L. de C.V. 3,130 - 46 3,176<br />
Others 1,720 - 16 1,736<br />
96,834 16,690 62 113,586<br />
Net<br />
Net<br />
goodwill Translation goodwill<br />
31.12.05 Additions (Retirements) difference 31.12.06<br />
<strong>NH</strong> <strong>Hoteles</strong> Deutschland, GmbH and<br />
<strong>NH</strong> <strong>Hoteles</strong> Austria, GmbH 108,674 - - - 108,674<br />
Nacional Hispania de <strong>Hoteles</strong>, S.R.L. de C.V. 3,176 - - 42 3,218<br />
Others (Note 2.4.6.a) 1,736 984 (223) 13 2,510<br />
113,586 984 (223) 55 114,402<br />
The recoverable value of the goodwill of <strong>NH</strong> Deutschland, GmbH and <strong>NH</strong> <strong>Hoteles</strong> Austria, GmbH has been allocated to each<br />
cash flow generating unit using projections for results, capital expenditures and working capital, for the remaining years of<br />
operation of the lease agreements of the hotels.<br />
All other recoverable values of remaining goodwill have been assigned to each cash flow generating unit using five-year forecasts<br />
and applying a methodology similar to that used for <strong>NH</strong> Deutschland, GmbH and <strong>NH</strong> <strong>Hoteles</strong> Austria, GmbH goodwill.<br />
28<br />
<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006
7 INTANGIBLE ASSETS<br />
Shown below are the breakdown and the movements on the different intangible asset accounts in 2006 and 2005 (in thousands<br />
of euros):<br />
Change in<br />
Balance at Additions/ Balance at scope of Additions/ Balance at<br />
31.12.04 Allocations Disposals 31.12.05 consolidation Allocations Disposals Transfers 31.12.06<br />
COST<br />
Rights of beneficial use 31,057 81 - 31,138 - - (65) - 31,073<br />
Lease premiums 13,403 559 - 13,962 742 632 (44) - 15,292<br />
Concessions, patents and trademarks 30,668 287 (138) 30,817 (2) 3,632 (5) (218) 34,224<br />
Software 17,031 3,390 (33) 20,388 (10) 2,367 (113) 218 22,850<br />
92,159 4,317 (171) 96,305 730 6,631 (227) - 103,439<br />
ACCUMULATED AMORTISATION<br />
Rights of beneficial use (7,676) (912) - (8,588) - (934) - - (9,522)<br />
Lease premiums (4,486) (448) 75 (4,859) (109) (1,626) - - (6,594)<br />
Concessions, patents and trademarks (10,171) (884) 86 (10,969) 1 (1,368) 372 - (11,964)<br />
Software (7,859) (4,652) 19 (12,492) 3 (3,723) 111 - (16,101)<br />
(30,192) (6,896) 180 (36,908) (105) (7,651) 483 - (44,181)<br />
NET BOOK VALUE 61,967 59,397 59,258<br />
7.1 Rights of beneficial use<br />
On 28 July 1994, <strong>NH</strong> <strong>Hoteles</strong>, S.A. established a right of beneficial use on the hotel <strong>NH</strong> Plaza de Armas Hotel in Seville, owned<br />
by the “Red Nacional de Ferrocarriles Españoles (RENFE)”, for a period of 30 years as from the date the agreement was<br />
signed. The price to be paid for this by <strong>NH</strong> <strong>Hoteles</strong>, S.A. to RENFE is 30.20 million euros, in instalments that will be paid up<br />
to the year 2014.<br />
The Group has recorded under “Rights of beneficial use” all the amount agreed as the price for the operation and, in order to<br />
properly time allocate that price, it takes the result of spreading the cost of the right over the thirty years of the term of the<br />
agreement to the consolidated income statement, using an amount that increases by 4% every year. In turn, the captions “Other<br />
current liabilities” and “Other long-term liabilities” (see Notes 23 and 18) on the accompanying consolidated balance sheet<br />
record the amounts pending payment in the short and long term as at 31 December 2006, which amount to 1.49 million euros<br />
and 10.47 million euros, respectively (1.49 million euros and 11.96 million euros as at 31 December 2005).<br />
7.2 Lease premiums<br />
In 2006, the column “Additions/Allocations” records 632 thousand euros, mainly in respect of the premium paid to obtain various<br />
lease contracts for hotels located in Germany. These premiums are written off on a straight-line basis over the term of the related<br />
contracts, which range between 15 and 19 years.<br />
7.3 Software<br />
The column “Additions/Allocations” chiefly records the costs incurred in the project to install a new computer system in the<br />
Group during 2006 and 2005.<br />
<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006 29
8 TANGIBLE FIXED ASSETS<br />
Shown below are the breakdown and the movements in the different tangible fixed asset accounts in 2006 and 2005 (thousands<br />
of euros):<br />
COST<br />
Change in<br />
Change in<br />
Balance at scope of Translation Balance at scope of Translation Balance at<br />
01.01.05 consolidation differences Additions Disposals 31.12.05 consolidation differences Additions Disposals 31.12.06<br />
Land and buildings 1,207,315 755 27,233 19,004 (14,166) 1,240,141 22,754 (60,738) 22,160 (11,541) 1,212,776<br />
Technical plant<br />
and equipment 345,946 (215) 5,027 36,866 (1,621) 386,003 (355) (13,509) 45,812 (3,584) 414,367<br />
Other plan, tools<br />
and furniture 256,025 (249) 3,985 21,887 (3,638) 278,010 2,061 (4,266) 31,466 (122) 307,149<br />
Other tangible fixed assets 20,238 (223) 2,017 11,449 - 33,481 (117) (307) 9,168 (500) 41,725<br />
Fixed assets in progress 25,835 32 239 32,235 (21,817) 36,524 13,409 (1,377) 11,091 (18,815) 40,832<br />
1,855,359 100 38,501 121,441 (41,242) 1,974,159 37,752 (80,197) 119,697 (34,562) 2,016,849<br />
ACCUMULATED<br />
DEPRECIATION<br />
Technical plant<br />
and equipment (111,860) 275 (7,817) (13,072) 1,764 (130,710) 1,152 23,826 (11,140) 2,941 (113,931)<br />
Other plan, tools<br />
and furniture (160,748) 271 (704) (17,772) 1,540 (177,413) 2,758 9,729 (26,263) 700 (190,489)<br />
Other tangible<br />
fixed assets (145,419) 100 (2,343) (25,950) 2,065 (171,547) 1,461 329 (21,069) 56 (190,770)<br />
Fixed assets in progress (12,083) 219 (1,924) (3,524) - (17,312) 12 1,892 (2,418) 425 (17,401)<br />
(430,110) 865 (12,788) (60,318) 5,369 (496,982) 5,383 35,776 (60,890) 4,122 (512,591)<br />
Provisions (67,675) - (1,111) (799) 722 (68,863) - 422 (10,588) 8,415 (70,614)<br />
NET BOOK VALUE 1,357,574 1,408,314 1,433,644<br />
In 2006 and 2005 the column “Change in scope of consolidation” records the effect of the inclusion/retirement of tangible fixed<br />
assets of certain companies that were included/excluded in the consolidated group during each of these years (see Note 2.4.6).<br />
The column “Translation differences” records the effect of the change in the exchange rate used for translating the different<br />
tangible fixed asset captions.<br />
The most significant movements in this item during 2006 and 2005 are as follows:<br />
i) The most significant additions in tangible fixed assets during 2006 and 2005, analysed by business unit, were as follows:<br />
2006 2005<br />
Spain 45,305 48,173<br />
Benelux 16,379 13,402<br />
Germany 14,425 16,012<br />
Italy 5,684 -<br />
Switzerland 7,450 -<br />
Latin America 29,949 21,041<br />
Rest of Europe 505 996<br />
Total 119,697 99,624<br />
Worthy of note for 2005 were the renovation of the hotels <strong>NH</strong> Calderón (5.3 million euros) and <strong>NH</strong> Numancia (4.6 million euros),<br />
both in Barcelona, the <strong>NH</strong> Central de Convenciones hotel (4.7 million euros) in Seville, the <strong>NH</strong> Almenara hotel (5.6 million<br />
euros) in Sotogrande (Cadiz) and the <strong>NH</strong> Vienna Airport hotel(4.7 million euros) in Vienna.<br />
30<br />
<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006
Also, the most significant additions in 2006 were the renovation of the hotels <strong>NH</strong> Calderón (3.5 million euros) in Barcelona and<br />
Nhow Milano (5.4 million euros) in Milano, the extension of <strong>NH</strong> City hotel (9.2 million euros) in Buenos Aires, the investment made<br />
in <strong>NH</strong> Santa Fe hotel (5.3 million euros) in México D.F. and the refurbishment of several Fast Good restaurants (4.3 million euros).<br />
All the other additions in these two years are capital expenditures at different hotels for amounts of less than 3.5 million euros.<br />
ii) The most significant retirements in 2005 were, for the most part for land and buildings, technical plant and/or furniture of the<br />
<strong>NH</strong> Sport and <strong>NH</strong> Orus <strong>Hotels</strong> (4.6 million euros) in Zaragoza.<br />
The most significant retirements in 2006 were fittings and furniture of the <strong>NH</strong> Frankfurt Raunheim (1.4 million euros) in Frankfurt.<br />
As at 31 December 2006, there were tangible fixed assets acquired under finance leases totalling 2,579 thousand euros in cost<br />
and 587 thousand euros in accumulated depreciation (1,682 thousand euros in cost and 418 thousand euros in accumulated<br />
depreciation in 2005).<br />
As at 31 December 2005, the main asset under a finance lease was the furniture in the <strong>NH</strong> Príncipe de la Paz Hotel, in Aranjuez (Spain).<br />
Set out below is a breakdown, as at 31 December 2006, of the tangible fixed assets of the Group where an impairment of value<br />
has been detected.<br />
Provision attributed to land:<br />
Euros 000s<br />
Country Book value Fair value Value impairment Effect on Reserves<br />
Germany 2,609 2,147 (462) 462<br />
Belgium 16,889 14,400 (2,489) 1,742<br />
The Netherlands 47,304 35,593 (11,711) 8,198<br />
South Africa 881 422 (459) 321<br />
Total 67,683 52,562 (15,121) 10,723<br />
Provision assigned to other fixed assets:<br />
Euros 000s<br />
Country Book Value Fair Value Provision Effect on reserves Attributable to minority interests<br />
Germany 9,472 - (9,472) 6,579 -<br />
Belgium 2,195 832 (1,363) 954 -<br />
Spain 16,299 2,344 (13,955) 11,416 1,123<br />
The Netherlands 47,248 29,555 (17,693) 12,385 -<br />
South Africa 1,634 - (1,634) 1,144 -<br />
Uruguay 7,189 3,146 (4,043) 3,645 113<br />
Mexico 63,636 59,389 (4,247) 4,206 41<br />
Brazil 8,022 4,936 (3,086) - -<br />
Total 155,695 100,202 (55,493) 40,329 1,277<br />
The Group has contracted insurance policies to cover against the exposure to risk of its different tangible fixed assets, as well as<br />
against any claims that may be brought against it for carrying on its business. These policies are deemed to provide sufficient<br />
cover for the risk exposure of these assets.<br />
<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006 31
9 HOLDINGS IN ASSOCIATED COMPANIES<br />
Shown below is the breakdown as at 31 December 2006 and 2005 of the holdings in companies consolidated using the equity<br />
method (in thousands of euros):<br />
Net balance Profit (loss) Net balance Translation Profit (loss) Net balance<br />
at 31.12.04 Additions Retirements 2005 at 31.12.05 Additions Retirements differences 2006 at 31.12.06<br />
Jolly <strong>Hotels</strong>, S.p.a. (*) 36,075 - (1,225) (232) 34,618 131 - - 747 35,496<br />
Palacio de la Merced, S.A. 739 376 - (38) 1,077 - - - 38 1,115<br />
Fonfir1, S.L. 20 - - - 20 - - - - 20<br />
Harrington Hall Hotel, Ltd. (**) - 1,259 - (379) 880 - - - 485 1,365<br />
Caribe Puerto Morelos,<br />
S.A. de C.V. (**) - 16,552 - - 16,552 12,492 - - - 29,044<br />
Corporación Hotelera<br />
Dominicana, S.A. (**) - 33,268 - - 33,268 702 (16,707) (1,770) - 15,493<br />
Corporación Hotelera<br />
Oriental, S.A. (**) - 4,121 - - 4,121 68 (2,060) (224) - 1,905<br />
Promociones Marina<br />
Morelos, S.A. de C.V. (**) - 2,192 - - 2,192 2,611 - - - 4,803<br />
Losan Investment, Ltd. (**) - - - - - 2,192 - - - 2,192<br />
36,834 57,768 (1,225) (649) 92,728 18,196 (18,767) (1,994) 1,270 91,433<br />
(*) Records the audited net equity for 2005 and an estimate of profit (loss) for 2006.<br />
(**) See Note 2.4.6<br />
The Group's holding in Jolly <strong>Hotels</strong>, S.p.a. includes a positive difference on consolidation of approximately 21 million euros,<br />
which can be allocated to the assets of this company.<br />
On 11 November 2006 a “Framework Agreement” was signed by <strong>NH</strong> Italia, S.r.l., Joker Partecipazioni, S.r.l. and Banca Intesa,<br />
S.p.a. (today Banca Intesa Sanpaolo, S.p.a.), companies with respective holdings of 20%, 50.05% and 4.42% in the share capital<br />
of Jolly <strong>Hotels</strong>, S.p.a. for the purpose of controlling no less than 74.47% of the share capital of Jolly <strong>Hotels</strong>, S.p.a through a newly<br />
created vehicle, Grande Jolly, S.p.a., and for the latter to launch a tender offer for the rest of the share capital.<br />
The effectiveness of that agreement is subject, as condition precedent, among others, to its approval by Italian antitrust<br />
authorities. Said approval had not yet been given as of 1 February 2007. In addition, at 31 December 2006 the Company neither<br />
held the majority of the representative and decision-making bodies of Jolly <strong>Hotels</strong>, S.p.a., nor had the capacity to control or direct<br />
the financial and operating policies of the said company (<strong>NH</strong> <strong>Hoteles</strong>, S.A. was represented on the Board of Directors of Jolly<br />
<strong>Hotels</strong>, S.p.a. at year-end 2006 by one Director out of a total of ten). Therefore, at 31 December 2006 the Parent Company had<br />
only consolidated using the equity method the 20% interest it held in Jolly <strong>Hotels</strong>, S.p.a. through <strong>NH</strong> Italia, S.r.l.<br />
32<br />
<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006
10 LONG-TERM FINANCIAL INVESTMENTS<br />
10.1 Loans and accounts receivable not available for trading<br />
Set out below is the composition of this heading as at 31 December 2006 and 2005 (in thousands of euros):<br />
2006 2005<br />
Call and put options for the Jolly <strong>Hotels</strong> operation (Note 18) 277,405 -<br />
Subordinated loans granted to companies owing hotel<br />
buildings operated by the Group under lease agreements 57,782 51,657<br />
Loans to staff 14,720 14,320<br />
Residencial Marlin, S.L. loan (Note 18) 9,000 9,000<br />
Advance lease payments 5,766 5,964<br />
Project advances 3,500 375<br />
Los Alcornoques de Sotogrande, S.L. loan (Note 18) 1,400 -<br />
Harrington Hall, Ltd. loan 2,250 2,250<br />
Golden Tulip Worldwide, BV loan 1,823 1,923<br />
Long-term deposits and guarantee deposits 12,537 7,567<br />
Other 11,268 1,425<br />
397,451 94,481<br />
The line “Call and put options for Jolly <strong>Hotels</strong> operation” records the value of a series of contracts providing purchase options<br />
for the benefit of <strong>NH</strong> Italia, S.r.l. and sale options for the benefit of Joker Partecipazioni, S.r.l. and Banca Intesa, S.p.a. (today<br />
Banca Intesa Sanpaolo, S.p.a.), which were signed within the framework of the operation to acquire control of Jolly <strong>Hotels</strong>, S.p.a.<br />
on 29 November 2006, for the purpose of arranging the gradual transfer to the <strong>NH</strong> <strong>Hoteles</strong> Group of the stakes held by the<br />
aforesaid companies at that date in Jolly <strong>Hotels</strong>, S.p.a., which would give the Group control of 74.47% of the share capital of Jolly<br />
<strong>Hotels</strong>, S.p.a. The compensation is recorded on the balance sheet under the “Other long-term liabilities” heading in the same<br />
amount (see Note 18).<br />
The main features of the contracts are as follows:<br />
- Put option for the benefit of Joker Partecipazioni, S.r.l. and call option for the benefit of <strong>NH</strong> Italia, S.r.l., for the purpose of<br />
transferring to <strong>NH</strong> Italia, S.r.l. or to Grande Jolly, S.r.l., at the discretion of <strong>NH</strong> <strong>Hoteles</strong> Group, the residual holding of 24.35% in<br />
the Jolly <strong>Hotels</strong>, S.p.a. share capital (after Joker Partecipazioni, S.r.l. has transferred the other 25.7% it holds in Jolly <strong>Hotels</strong>, S.p.a.<br />
over the course of June and July 2007). The time limit for exercising the sale option runs from 1 June 2007 to 31 December 2009.<br />
The call option for the benefit of <strong>NH</strong> Italia, S.r.l. or Grande Jolly, S.r.l. will be exercisable during the following six months after the<br />
expiration of the time limit for exercising the put option. The amount of the option, valued at 25 euros per share, totals 121.76<br />
million euros.<br />
- Put option for the benefit of Banca Intesa, S.p.a. (today Banca Intesa Sanpaolo, S.p.a.) and call option for the benefit of Grande<br />
Jolly, S.r.l., for the purpose of transferring to Grande Jolly, S.r.l. the 4.42% equity stake held by Banca Intesa, S.p.a. in Jolly <strong>Hotels</strong>,<br />
S.p.a. The time limit for exercising the put option runs from liquidation date of the tender offer for the capital not controlled by<br />
the parties or from 30 September 2007 (if earlier) to 31 October 2007. The call option exercise period starts on 1 November 2007<br />
and finish on 30 November 2007. The amount of the option, valued at 25 euros per share, totals 22.11 million euros.<br />
- Put option for the benefit of Joker Partecipazioni, S.r.l. and call option for the benefit of <strong>NH</strong> Italia, S.r.l., where under Joker<br />
Partecipazioni, S.r.l. transfers to <strong>NH</strong> Italia, S.r.l. the 42% interest it holds in Grande Jolly, S.r.l., (after having transferred 25.7%<br />
between June and July of 2007 and having exercised the preceding option over the remaining 24.35%). The time limit for<br />
exercising the put option runs from 1 June 2007 to 31 December 2010. The call option for the benefit of <strong>NH</strong> Italia, S.r.l. will be<br />
exercisable during the following six months after the expiration of the time limit for exercising the put option. The amount of the<br />
option will be conditional on the way in which Joker Partecipazioni, S.r.l. has transferred to the <strong>NH</strong> Group the 25.7% tranche of<br />
Jolly <strong>Hotels</strong>, S.p.a. If done by means of a sale-purchase and successive capital increase, the option is for 87.39 million euros, and<br />
if the transfer is done by means of a non-cash capital increase, the option will be worth 133.54 million euros. The option is carried<br />
at the latter value.<br />
The line “Subordinated loans granted to companies owing hotels buildings operated by the Group under lease agreements”<br />
records a series of loans granted by <strong>NH</strong> <strong>Hoteles</strong> Group to different companies owning hotel buildings in different countries like<br />
Germany, Austria and Luxemburg, which are operated by the Group under lease agreements. From a total amount of 57.78<br />
million euros recorded as at 31 December 2006, 56.27 million euros are related to subordinated loans granted to owners of hotels<br />
located in Germany and Austria, which rents has been refinanced.<br />
<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006 33
This rent refinancing operation that has had the following effects on the Group:<br />
- A lease cost saving of 6.29 million euros in 2006 and 2005.<br />
- The rents of these hotels are not pegged to inflation or to any other index.<br />
- These subordinated loans accrue interest at a fixed rate of 3% per annum (1.6 million euros for 2006 and 1.5 million euros the<br />
previous year).<br />
- The new rent agreements provide for call options for the buildings leased under the contracts, which may be exercised, as a<br />
general rule, on the tenth and fifteenth anniversaries as from when they come into force.<br />
- These rent agreements have been considered as operating leases, based on the assessment of two independent experts of<br />
recognised prestige.<br />
The positive difference between the market value, being this the purchase price due to the proximity of the building purchasing<br />
transactions and the price at which it is estimated these rights may be exercised amounts, as at 31 December 2006, to<br />
approximately 6.07 million euros (1.02 million euros at 31 December one year earlier).<br />
The caption “Loans to staff” includes the loans made to senior managers who joined the Group in order to buy shares in the<br />
Parent Company, for a total of 14.32 million euros as at 31 December 2006 and 2005. Those loans are appropriately secured and<br />
mature in January 2007, and the borrower may extend the maturity date annually until 9 January 2008. As at the date these<br />
consolidated annual accounts were drawn up, all the borrowers had exercised their right to extend the loans. In addition, at 31<br />
December 2006 a loan is recorded that was granted to a Group executive in the amount of 0.4 million euros, which accrues<br />
interest rate at the 1-year Euribor and whose repayment is tied to his variable compensation and to exercise of the Rights of the<br />
Compensation Plan based on share price to which he is entitled.<br />
The lines “Residencial Marlin, S.L. loan” and “Los Alcornoques de Sotogrande, S.L. loan” record the proportional part of the<br />
subordinated participating loans granted to said companies by Sotogrande, S.A. to acquire the “Ribera del Marlin” plots (see<br />
Note 18).<br />
The line “Advance lease payments” record advances paid to the owners of certain hotels that are operated under leases so that<br />
said owners could buy decoration items and furniture. They are discounted from future lease payments.<br />
The line “Project advances” records, as at 31 December 2006, the advance paid by the Parent Company to the company Tourist<br />
Ferry Boat, S.r.l. (former owner of the Framon hotels chain), in respect of the concession the said company was awarded by the<br />
Amalfi municipal government to restore the Gran Hotel Convento de Amalfi, which will be transferred to the <strong>NH</strong> Group once the<br />
relevant processing has been completed with the authorities for the change of owner.<br />
The line “Harrington Hall Hotel, Ltd. loan” records the subordinated loan granted by the <strong>NH</strong> <strong>Hoteles</strong> Group to the company<br />
Harrington Hall Hotel, Ltd. for the purpose of refinancing the acquired company's prior financial debt.<br />
The line “Golden Tulip Worldwide, BV loan” records the account receivable from that company in respect of the assignment of<br />
the Golden Tulip trademark, previously bought by the <strong>NH</strong> Group in the Krasnapolsky chain acquisition, to the former owner.<br />
Set out below is the breakdown of the various loans by maturity and interest rate:<br />
Maturity<br />
Average<br />
Balance at<br />
interest<br />
31/12/06 2007 2008 2009 2010 2011 Other rate<br />
Subordinated loans granted<br />
to companies owing hotel<br />
buildings operated by the Group<br />
under lease agreements 57,782 - - - - - 57,782 3%<br />
Residencial Marlin, S.L. loan* 9,000 9,000 - - - - - 2.85%<br />
Advance lease payments 3,500 - 3,500 - - - - N/A<br />
Harrington Hall, Ltd. loan 2,250 - - - 112 112 2,026 5.70%<br />
Golden Tulip Worldwide, BV loan 1,823 380 380 380 380 303 - 3%<br />
Los Alcornoques<br />
de Sotogrande, S.L. loan 1,400 - - 1,400 - - - 3.75%<br />
Total 75,755 9,380 3,880 1,780 492 415 59,808<br />
* The Directors of the Parent Company planned to extend the loan at its maturity.<br />
34<br />
<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006
10.2 Other long-term financial investments<br />
Set out below is a breakdown of this caption as at 31 December 2006 and 2005:<br />
2006 2005<br />
Holdings stated at cost 28,463 6,239<br />
Traded financial assets 17,402 16,197<br />
45,865 22,436<br />
10.2.1 Long-term securities portfolio<br />
Shown below is a breakdown of corporate holdings stated at cost:<br />
Company Address 31.12.06 31.12.05<br />
Desarrollos Isla Blanca, S.L. Mexico 19,532 -<br />
Parque Temático de Madrid, S.A. Spain 8,789 8,789<br />
<strong>NH</strong> Finance, S.A. Luxembourg 2,623 -<br />
Varallo Comercial, S.A. Dom. Rep. 2,174 -<br />
Hanuman Investment, S.L. Spain 2,162 2,162<br />
Donnafugata Resort, S.R.L. (Note 2.4.6) Italy - 2,700<br />
Other investments 2,254 1,659<br />
Parque Temático de Madrid provision (8,789) (8,789)<br />
Other provisions (282) (282)<br />
28,463 6,239<br />
On 28 July 2006 the Group acquired through Sotogrande, S.A. 50% of the share capital of Desarrollos Isla Blanca, S.L. for 25<br />
million dollars. This investee company is 50% owned by the Mexican company Desarrollos Inmobiliarios del Caribe, S.A. de C.V.,<br />
owner of 220 hectares in the town of Isla Mujeres where a tourism real estate project is to be carried out once the Urban<br />
Development Plan currently being processed is approved. Notwithstanding the above, if the building rights finally approved are<br />
lower than initially set, Sotogrande, S.A. has the right to continue the project or to sell its share to the seller at the acquisition<br />
price plus the interest accrued to the return date at a interest rate equal to the Libor plus 100 basis points.<br />
On 27 December 2006 the Group acquired the company <strong>NH</strong> Finance, S.A., whose main business is financing Group companies.<br />
This company has not been included in the scope of consolidation because its main business had not yet begun as at 31<br />
December 2006.<br />
On 23 June 2006 a 12% stake was acquired in the company Varallo Comercial, S.A., owner of two properties located in La<br />
Altagracia (Dominican Republic), on which there are plans to build two hotel complexes (one of 660 rooms and the other of 375<br />
rooms) that will be operated by <strong>NH</strong> <strong>Hoteles</strong>. The result of the transaction was not significant.<br />
10.2.2 Traded financial assets<br />
As at 31 December 2006 and 2005, the <strong>NH</strong> <strong>Hoteles</strong> Group had a number of interest-rate derivative contracts, which originally<br />
hedged a syndicated credit facility that was cancelled in 2004 and have therefore not been described as hedges. The fair value<br />
of these derivatives as at 31 December 2006 amounted to 1.19 million euros (4.09 million euros in 2005, some 0.68 million euros<br />
of which were due to mature short-term), of which 0.01 million euros are classified as short term (see Note 13.2). In addition, at<br />
31 December 2006 the Company also maintained various currency derivative contracts which have not been qualified as hedges,<br />
for a total of 0.13 million euros (see Note 19).<br />
The Parent Company also has an equity swap to hedge the obligations arising under the Compensation Plan based on share<br />
price designed for certain specific employees of the <strong>NH</strong> <strong>Hoteles</strong> Group (see Note 4.15). The fair value of the equity swap, as at<br />
31 December 2006, amounted to 16.09 million euros (12.79 million euros in 2005) (see Note 20).<br />
<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006 35
11 INVENTORIES<br />
Set out below is the breakdown of inventories as at 31 December 2006 and 2005 (in thousands of euros):<br />
2006 2005<br />
Developed land 30,681 32,318<br />
Undeveloped land 18,972 17,096<br />
Construction work in progress 49,507 31,806<br />
Finished construction work 2,993 7,203<br />
Auxiliary materials and others 7,520 8,479<br />
109,673 96,902<br />
The Group now owns approximately 1,809,000 square metres of land in Sotogrande (Cadiz). The planning status of this land is<br />
governed by the General Urban Land Use Plan of San Roque, approved by the Provincial Town Planning Committee of Cadiz on<br />
2 November 1987, which classifies the land owned by the Group mostly as programmed land that qualifies for development. The<br />
average cost of the developed land, as at 31 December 2006, is 22 euros per square metre and 12 euros per square metre for<br />
the undeveloped land. Moreover, assessments have been carried out by independent third parties according to which the market<br />
value of this land is higher than its book value.<br />
12 TRADE DEBTORS<br />
Trade debtors record the different accounts receivable in respect of the Group's activities. Set out below is the breakdown of<br />
“Trade debtors” as at 31 December (in thousands of euros):<br />
2006 2005<br />
Customer receivable for services 119,445 96,042<br />
Customer receivables for real estate sales 18,317 45,542<br />
137,762 141,584<br />
Less, provision for bad debts (10,874) (11,228)<br />
126,888 130,356<br />
In general terms, these accounts receivable do not earn any interest, fall due within less than 90 days and are subject to no<br />
restrictions on their disposal.<br />
Movements of the provision for bad debts during the years ended on 31 December 2006 and 2005 are as follows (in thousands<br />
of euros):<br />
2006 2005<br />
Balance at 1 January 11,228 11,042<br />
Translation differences (49) 96<br />
Allocations 1,475 90<br />
Applications (1,780) -<br />
Balance at 31 December 10,874 11,228<br />
36<br />
<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006
13 SHORT-TERM FINANCIAL INVESTMENTS<br />
13.1 <strong>Financial</strong> investments at maturity<br />
Shown below is the composition of this heading in the accompanying consolidated balance sheet at 31 December 2006 and 2005:<br />
2006 2005<br />
Fixed-income financial assets 7,586 26,621<br />
Short-term deposits 200,000 -<br />
207,586 26,621<br />
The line “Short-term deposits” records the placement in a short-dated interest-earning deposit of the cash value of the 200<br />
million euros capital increase carried out in <strong>NH</strong> Italia, S.r.l. on 27 December 2006 for the purpose of financing for part of the<br />
acquisition of Jolly <strong>Hotels</strong>, S.p.a.<br />
As at 31 December 2006 and 2005, the fixed-income financial assets and short-term deposits all mature in less than one year and<br />
earn an average market rate of interest.<br />
13.2 Traded financial assets<br />
This caption of the accompanying consolidated balance sheet as at 31 December 2006 and 2005 has the following composition:<br />
2006 2005<br />
Variable-yield financial assets 417 638<br />
Interest rate swap (see Note 10.2.2) 11 680<br />
Provision for impairment of equity securities (45) (95)<br />
383 1,223<br />
14 CASH AND BANKS AND OTHER CASH EQUIVALENTS<br />
This caption mainly includes the Group's cash and bank accounts, as well as bank loans and deposits with maturity of no more<br />
than three months. The average interest rate earned by the Group on the balances of its cash and banks and other cash<br />
equivalents during 2006 and 2005 was a floating rate benchmarked to the Euribor. These assets are recorded at their fair value.<br />
There are no restrictions on the disposal of cash.<br />
15 NET EQUITY<br />
15.1 Subscribed capital stock<br />
As at December 31 2005 the Parent Company’s share capital was represented by 119,532,898 fully subscribed and paid-in bearer<br />
shares each with a nominal value of 2 euros.<br />
On 15 August 2005 the shares in the Parent Company were delisted permanently from Euronext Amsterdam, after the approval<br />
by the governing body of the Amsterdam Stock Exchange.<br />
On 5 May 2006, the annual General Meeting of shareholders approved two capital increases with the following characteristics<br />
and disapplication of pre-emption rights:<br />
- Capital increase by a nominal value of 8.5 million euros, with issue and placement in circulation of 4,250,000 ordinary shares with<br />
a nominal value of 2 euros, of the same class and series as the existing shares, and a share premium of 11.5 euros per share. The<br />
new shares issued were subscribed for and paid up in full by Equity International Properties, Ltd., by means of a non-cash<br />
contribution of 1,162,439 shares of Latinoamericana de Gestión Hotelera, S.A. The capital increase was registered in the<br />
Companies Registry of Madrid on 25 May 2006.<br />
<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006 37
- Capital increase for a maximum nominal value of 17.54 million euros, with the issue and placement in circulation of up to<br />
8,770,130 ordinary shares with a nominal value of 2 euros, of the same class and series as the existing shares, and a share premium<br />
of 11 euros per share. The capital increase was approved for purposes of settling the tender offer made by the Parent Company<br />
by means of a stock swap over all of the 8,770,130 shares in the company Sotogrande, S.A. that it did not yet own.<br />
On 26 December 2006 the tender offer for Sotogrande, S.A. was closed, with the placement in circulation of 7,815,589 ordinary<br />
shares with a nominal value of 2 euros, and a share premium of 11 euros per share.<br />
As a result of the transactions described above, at 31 December 2006 the share capital of the Parent Company was represented<br />
by 131,598,487 bearer shares each with a nominal value of 2 euros and fully subscribed and paid in. All the shares have equal<br />
voting and financial rights and are listed on the Continuous Market in the Madrid Stock Exchange and included in the IBEX 35.<br />
As at the date these annual accounts were drawn up, an additional capital increase by a total value of 250 million euros has been<br />
fully subscribed and paid in, with the issue of 16,371,971 new ordinary shares with a nominal value of 2 euros and a share premium<br />
of 13.27 euros per share (see Note 28).<br />
According to the latest notifications the Parent Company has received and to the notifications made to the Spanish Securities<br />
Exchange Commission before the end of each year, the most significant shareholdings were as follows as at 31 December:<br />
2006 2005<br />
Grupo Inversor Hesperia, S.A. 22.19% 5.02%<br />
Caja de Ahorros y Monte de Piedad de Madrid 10.04% 5.00%<br />
Pontegadea Inversiones, S.L. 9.33% 10.27%<br />
Caja de Ahorros y Monte de Piedad de Gipuzkoa y San Sebastian 5.09% -<br />
Caja de Ahorros de Valencia, Castellón y Alicante 5.56% 6.12%<br />
Caja de Ahorros y Monte de Piedad de Zaragoza, Aragón y Rioja 4.54% 5.00%<br />
Finaf 92, S.A. - 5.24%<br />
<strong>Hoteles</strong> Participados, S.L. 5.04% 5.25%<br />
Shares used for Compensation Plans plus Management Team’s holding 3.32% 4.14%<br />
At the end of 2006 and 2005, the different members of the Board of Directors held or were the stable representatives of<br />
shareholdings representing approximately 30.97% and 33.02% of the share capital, respectively.<br />
The main objectives in the management of the <strong>NH</strong> <strong>Hoteles</strong> Group’s capital are to ensure short and long-term financial stability,<br />
positive performance of the <strong>NH</strong> <strong>Hoteles</strong>, S.A. shares and adequate funding of investments, while maintaining the level of<br />
indebtedness. All with the aim of having the <strong>NH</strong> <strong>Hoteles</strong> Group maintain its financial strength and financial ratios so as to support<br />
its businesses and maximise shareholder value.<br />
During 2006 the <strong>NH</strong> <strong>Hoteles</strong> Group strategy did not vary with respect to the previous year, maintaining a financial leverage of<br />
0.60x, far below the 1x ratio always proposed as the Group’s objective. The leverage ratios at 31 December 2006 and 2005 were<br />
as shown below:<br />
Euros 000s<br />
2006 2005<br />
Debts to credit institutions (*) (Note16) (886,633) (735,669)<br />
Liability derivatives (Note 19) (1,909) (4,983)<br />
Gross debt (888,542) (740,652)<br />
Asset derivatives (Note 19) 17,413 16,877<br />
<strong>Financial</strong> assets at maturity (Note 13.1) 207,586 26,621<br />
Traded financial assets (Note 13.2) 372 543<br />
Cash and bank and other cash equivalents (Note 14) 42,369 18,039<br />
Treasury assets 267,740 62,080<br />
Total Net Debt (620,802) (678,572)<br />
Total Net Equity 1,031,288 890,268<br />
<strong>Financial</strong> leverage 0.60 0.76<br />
(*) Short-term and long-term debt to credit institutions not including the debt formalisation expenses.<br />
38<br />
<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006
15.2 Reserves of the Parent Company<br />
i) Legal reserve<br />
According to the consolidated text of the Spanish Public Limited Companies Act, 10% of the net profits of the year must be allocated<br />
to the Legal reserve until it reaches at least 20% of share capital. This reserve may be used to increase capital to the extent that its<br />
balance exceeds 10% of the capital already increased. Except for this purpose, and for so long as its balance does not exceed 20%<br />
of share capital, this reserve may only be used to offset losses if no other reserves are available sufficient for that purpose.<br />
ii) Share premium<br />
The consolidated text of the Public Limited Companies Act expressly permits use of the balance of this reserve for capital<br />
increases and does not establish any restrictions on its distribution.<br />
As indicated in Note 2.4.6. to the accompanying consolidated financial statements, during 2006 the Parent Company carried out<br />
two capital increases to acquire the equity stakes held by minority interests in Latinoamericana de Gestión Hotelera, S.A. and<br />
Sotogrande, S.A., by means of a swap for those holdings for shares in the Parent Company, with an aggregate increase in the<br />
value of the paid-in surplus there of 134.85 million euros.<br />
Given that the Parent Company controlled the aforesaid subsidiaries and consolidates them by the global integration method<br />
prior to the aforesaid capital increases, the difference between the value of the minority interests acquired and the subscription<br />
price of each of the increases, plus the expenses associated therewith, has been recorded in an aggregate of 76.83 million euros<br />
in the heading “Share premium” of the accompanying consolidated balance sheet at 31 December 2006.<br />
iii) Other reserves not available for distribution<br />
Until such time as start-up expenses and goodwill (not including goodwill on consolidation) recorded in the individual Annual<br />
Accounts of the companies that are included in the scope of consolidation of the <strong>NH</strong> <strong>Hoteles</strong> Group have been written off in full,<br />
no dividends may be distributed, unless the amount of reserves available for distribution is at least equal to the balances write-off.<br />
iv) Dividends<br />
The General Meeting of shareholders held on 5 May 2006 approved the distribution of a gross dividend against voluntary reserves<br />
of 0.26 euros per share, giving a total dividend payout of 31.08 million euros.<br />
15.3 Reserves of subsidiaries<br />
Shown below is the breakdown for each company of the balances of this account in the consolidated balance sheets -after taking<br />
into account the effect of the consolidation adjustments- and the exchange differences recognised in net equity as a result of the<br />
consolidation process:<br />
Euros 000s<br />
2006 2005<br />
Fully consolidated and consolidated Exchange Exchange<br />
using the proportional method Reserves differences Reserves differences<br />
<strong>NH</strong> Participaties, N.V. and subsidiaries 196,957 (84) 167,185 152<br />
Sotogrande, S.A. and subsidiaries 72,027 - 54,136 -<br />
Latinoamericana de Gestión Hotelera, S.A. and subsidiaries (6,902) (3,412) 3,460 17,553<br />
<strong>NH</strong> Private Equity, B.V. and subsidiaries 80 - 72 -<br />
<strong>NH</strong> Central Europe GmbH & Co.KG. and subsidiaries (60,939) (21) (101,164) (46)<br />
<strong>NH</strong> Italia, S.r.l. and subsidiaries (2,869) - (1,216) -<br />
Other Spanish hotel companies 37,188 (387) 28,312 162<br />
Subtotal 235,542 (3,904) 150,785 17,821<br />
<strong>Consolidated</strong> using the equity method<br />
Jolly, S.p.a. 8,463 - 9,073 -<br />
Palacio de la Merced, S.A. (456) - (418) -<br />
Fonfir, S.L. (4) - (4) -<br />
Harrington Hall Hotel, Ltd. (379) - - -<br />
Corporación Hotelera Dominicana, S.A. - (1,771) - -<br />
Corporación Hotelera Oriental, S.A. - (224) - -<br />
Subtotal 7,624 (1,995) 8,651 -<br />
TOTAL 243,166 (5,899) 159,436 17,821<br />
<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006 39
15.4 Equity valuation adjustments<br />
Cash flow hedges<br />
This caption on the consolidated balance sheet records the net amount of the changes in value of the financial derivatives<br />
designated as cash-flow hedging instruments (see note 4.6.3).<br />
Set out below is the movement in the balance of this caption during 2006 and 2005:<br />
Euros 000s<br />
2006 2005<br />
Opening balance 4,772 -<br />
First application of IAS 32 and 39 - 3,492<br />
Additions 3,306 7,118<br />
Retirements (5,978) (5,838)<br />
Closing balance 2,100 4,772<br />
The reserve for equity valuation adjustments will expire in full over the course of 2007 and 2008 depending on how the rights of<br />
the Compensation Plan based on share price are exercised (see Note 24).<br />
15.5 Own shares<br />
During 2006, the Group has carried out several operations to purchase 616,862 shares (2,203,349 shares in 2005) and sell 411,219<br />
shares (2,228,349 shares in 2005) of its own shares, within the limits stipulated by law and has made the required notifications to<br />
the Spanish Securities Exchange Commission and the Governing Corporations of the Stock Exchanges.<br />
At the year end, the Group held 230,543 shares in <strong>NH</strong> <strong>Hoteles</strong>, S.A. (25,000 at the end of 2005), representing 0.18% of its share<br />
capital, at a cost of 3,504 thousand euros.<br />
15.6 Minority interests<br />
Set out below is the breakdown by company of the balance of the heading “Minority Interests” on the consolidated balance<br />
sheets as at 31 December 2006 and 2005 and the participation of outside shareholders in the income statement for 2006<br />
and 2005:<br />
Euros 000s<br />
2006 2005<br />
Profit (loss)<br />
Profit (loss)<br />
Minority attributed to Minority attributed to<br />
Company interests minority interests interests minority interests<br />
Latinoamericana de Gestión Hotelera, S.A. and subsidiaries 12,745 130 63,729 2,128<br />
Sotogrande, S.A. and subsidiaries 11,893 179 37,970 6,818<br />
<strong>NH</strong> Participaties N.V. and subsidiaries 4,147 696 4,030 362<br />
<strong>NH</strong> Italia, S.p.a. and subsidiaries 136,756 (2,996) 130 (1,332)<br />
Other Spanish hotel companies 11,137 1,093 13,823 194<br />
176,678 (898) 119,682 8,170<br />
40<br />
<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006
Shown below is a summary of the movement in this caption during 2005 and 2006:<br />
Euros 000s<br />
2006 2005<br />
Opening balance 119,682 137,266<br />
Profit (loss) for the year attributed to minority int. (898) 8,170<br />
Changes in the scope of consolidation 142,517 2,643<br />
Change in percentage holdings (82,326) (31,704)<br />
Dividends paid to minority interests (2,042) (2,637)<br />
Differences on exchange (255) 6,193<br />
Other movements - (249)<br />
Closing balance 176,678 119,682<br />
The line “Changes in the scope of consolidation” records in 2006 and 2005 the balances of certain companies which were<br />
included for the first time in the scope of consolidation of the Group in those years (see Note 2.4.6) and the incorporation of<br />
Banca Intesa (today Banca Intesa Sanpaolo, S.p.a.) in the share capital of <strong>NH</strong> Italia, S.r.l. by means of a cash contribution of 133.74<br />
million euros.<br />
The line “Change in percentage holdings” basically records, in 2006, the purchase of 35.63% of the share capital of<br />
Latinoamericana de Gestión Hotelera, S.A. and of 18.66% of Sotogrande, S.A., and in 2005, the purchase of 38% of the share<br />
capital of Nacional Hispana de <strong>Hoteles</strong>, S.R.L. de C.V. (see Note 2.4.6).<br />
16 DEBTS TO CREDIT INSTITUTIONS<br />
Set out below is the composition of debts to credit institutions as at 31 December 2006 and 2005 (in thousands of euros):<br />
Maturity date<br />
Limit Available Drawn 2006 2007 2008 2009 2010 Rest<br />
Mortgage loans 109,338 - 109,338 - 16,930 27,337 6,386 11,276 47,409<br />
Fixed rate 35,907 - 35,907 - 2,983 21,378 921 4,527 6,098<br />
Floating rate 73,431 - 73,431 - 13,947 5,959 5,465 6,749 41,311<br />
Unsecured loans 599,184 - 599,184 - 260,326 105,837 113,898 109,242 9,881<br />
Fixed rate 970 - 970 - 456 344 170 - -<br />
Floating rate 598,214 - 598,214 - 259,870 105,493 113,728 109,242 9,881<br />
Subordinated loans 40,000 - 40,000 - - - - - 40,000<br />
Credit lines 339,158 206,778 132,380 - 67,948 32,746 11,384 20,302 -<br />
Floating rate 339,158 206,778 132,380 - 67,948 32,746 11,384 20,302 -<br />
Interest debt 5,731 - 5,731 - - - -<br />
Debt formalization expenses (7,300) (1,179) (1,132) (1,132) (1,132) (2,725)<br />
Debt situation at 31.12.06 1,087,680 206,778 879,333 - 349,756 164,788 130,536 139,688 94,565<br />
Debt situation at 31.12.2005<br />
(net of formalization expenses) 776,957 44,401 729,700 136,829 248,603 117,452 95,255 92,873 38,688<br />
<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006 41
Shown below is the breakdown of the mortgage loans, be they syndicated or not (in thousands of euros):<br />
Net book value of<br />
Bank Mortgaged asset Fixed rate Floating rate Total the mortgaged asset<br />
Spain<br />
La Caixa <strong>NH</strong> Ciutat de Reus - 213 213 2,279<br />
BBVA <strong>NH</strong> Málaga - 3,245 3,245 9,540<br />
BBVA <strong>NH</strong> Calderón - 6,283 6,283 29,120<br />
SCH <strong>NH</strong> Calderón - 8,196 8,196 -<br />
Caja Madrid Commercial premises Hotel <strong>NH</strong> Eurobuilding - 83 83 1,016<br />
BBVA <strong>NH</strong> Lagasca - 14,400 14,400 17,439<br />
Banco Popular <strong>NH</strong> Ppe. de la Paz - 7,786 7,786 9,869<br />
SCH <strong>NH</strong> Alcalá 6,010 - 6,010 12,441<br />
Banco Popular <strong>NH</strong> Sotogrande - 9,000 9,000 12,793<br />
Bankinter "Las cimas 2 de Sotogrande" development - 4,391 4,391 7,078<br />
Total Spain 6,010 53,597 59,607 101,575<br />
Uruguay<br />
Bco. de la República <strong>NH</strong> Columbia - 397 397 11,134<br />
Total Uruguay - 397 397 11,134<br />
Mexico<br />
Caixanova Santa Fe Project - 6,232 6,232 11,875<br />
Total Mexico - 6,232 6,232 11,875<br />
Netherlands<br />
NIB <strong>NH</strong> Gran Krasnapolsky 22,522 - 22,522 80,439<br />
Friesland <strong>NH</strong> Groningen - 3,480 3,480 5,707<br />
ABN <strong>NH</strong> Jan Tabak 289 - 289 8,341<br />
Total Netherlands 22,811 3,480 26,291 94,487<br />
Italy<br />
Efibanca Donnafugata - 4,400 4,400 1,800<br />
Unicredit Villa de San Mauro - 4,500 4,500 7,500<br />
Banca Popolare San't Angelo Hotel Quattro Canti Project - 825 825 1,700<br />
Total Italy - 9,725 9,725 11,000<br />
Switzerland<br />
Banco Cantonale <strong>NH</strong> Fribourg 7,086 - 7,086 6,991<br />
Total Switzerland 7,086 - 7,086 6,991<br />
Total 35,907 73,431 109,338 237,062<br />
The line “Unsecured loans, floating rate” includes the following loans:<br />
- A syndicated loan granted to <strong>NH</strong> <strong>Hoteles</strong>, S.A. by 25 European banks, on 23 June 2004 for 350 million euros. As at 31 December<br />
2006 the outstanding balance of this loan amounted to 311.5 million euros.<br />
The loan falls due on 23 June 2010 and pays annual interest at the one-month Euribor plus a margin that varies between 1.1%<br />
and 0.60 % depending on the “Net financial debt/EBITDA” ratio. The loan is to be repaid in five instalments, the first of which<br />
took place in July 2006 for an amount of 38.5 million euros, being the following in July 2007 for an amount of 77.9 million euros<br />
and the last three instalments for equivalent amounts in the following anniversaries.<br />
This loan requires that certain financial ratios be complied with. As at 31 December 2006, none of these are in a position that can<br />
trigger acceleration of the loan’s maturity by the lenders.<br />
- A syndicated loan through Banco Bilbao Vizcaya Argentaria granted to <strong>NH</strong> <strong>Hoteles</strong>, S.A. for a maximum of 42.07 million euros,<br />
to be used to finance the acquisition, via a public tender offer, of shares in Promociones Eurobuilding, S.A. (company taken over<br />
by <strong>NH</strong> <strong>Hoteles</strong>, S.A. in 2002). As at 31 December 2006, there were 26 million euros still outstanding. The interest on this loan is<br />
charged at a rate equal to the Euribor plus a margin and the loan will be repaid gradually starting in 2001 and ending in 2011.<br />
42<br />
<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006
- A loan granted through a “Club Deal” between the banks Banco Bilbao Vizcaya Argentaria, Caja Madrid and Barclays Bank, for<br />
114 million euros, for the purpose of funding the capital increase in <strong>NH</strong> Italia, S.r.l. (see Note 13.1). This loan accrued interest at<br />
a rate equal to the Euribor plus a margin and will be repaid in full in July 2007.<br />
- An 18 million euro loan with maturity date in July 2007, the same as the loan described in the preceding paragraph. It was<br />
granted for the purpose of financing the repayment of the mortgage loans of Nacional Hispana de <strong>Hoteles</strong>, S.r.l. de C.V. and<br />
subsidiaries. The loan accrues interest at a rate equal to the Euribor plus a margin.<br />
- A 40 million dollar loan granted by Caja Madrid to fund the operations currently being carried out in the Caribbean region. It<br />
accrues interest at a rate equal to the Libor plus a margin, will begin to be repaid in May 2008 and be repaid in full by May 2010.<br />
- A loan to the company <strong>NH</strong> Hotel Rallye, S.A. of 40 million dollars granted by Banco Bilbao Vizcaya Argentaria to fund the<br />
Group’s foreign investments. It was granted in January 2006 and matures on November 2009. The loan accrues interest at a rate<br />
equal to the Libor plus a margin.<br />
In addition, the line “Subordinated loans”, includes a loan of 40 million euros that was completely drawn down at 31 December<br />
2006. This loan accrues interest at a rate equal to the Euribor plus a margin of 1.70%, has a term of 30 years and is to be repaid<br />
in a single payment at maturity.<br />
Set out below are the average interest rates of financing of the Group during 2006 and 2005:<br />
2006 2005<br />
Mortgage loans<br />
Fixed rate 4.80% 5.09%<br />
Floating rate Euribor +1.10 Euribor +1.18<br />
Unsecured loans<br />
Fixed rate 5.19% 5.19%<br />
Floating rate Euribor +0.88 Euribor +0.74<br />
Floating rate subordinated loan Euribor +1.70 -<br />
Credit lines Euribor +0.33 Euribor +0.26<br />
<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006 43
17 CREDITORS UNDER FINANCE LEASES<br />
Shown below is the breakdown of the finance leases of the <strong>NH</strong> <strong>Hoteles</strong> Group as at 31 December 2006 and 2005:<br />
Euros 000s<br />
Present value of the<br />
Nominal value of the<br />
lease instalments<br />
lease instalments<br />
2006 2005 2006 2005<br />
Amounts payable under capital leases<br />
Facilities Inmobiliaria Sotogrande<br />
Less than one year 14 - 16 -<br />
Between two and five years 37 - 39 -<br />
Furniture Hotel Príncipe de la Paz<br />
Less than one year 197 360 200 373<br />
Between two and five years 22 216 22 219<br />
Facilities Hotel Almenara<br />
Less than one year 40 39 42 42<br />
Between two and five years 63 100 64 103<br />
Balance falling due in less than 12 months<br />
(included in current liabilities) 251 399 258 415<br />
Balance falling due after more than 12 months<br />
(included in long-term liabilities) 122 316 125 322<br />
373 715 383 737<br />
Less: future interest expense<br />
Facilities Inmobiliaria Sotogrande N/A N/A (3) -<br />
Furniture Hotel Príncipe de la Paz N/A N/A (3) (16)<br />
Facilities Hotel Almenara N/A N/A (4) (6)<br />
Present value of obligations under leases 373 715 373 715<br />
During the year ended on 31 December 2006, the average effective interest rate for the debt was 4.70% (6.24% in 2005). The<br />
interest rates were set on the date of the contract. The leases are paid on a fixed basis and no agreement has been made for the<br />
contingent rent payments. All lease obligations are nominated in euros.<br />
The fair value of the Group's lease obligations is close to their book value.<br />
44<br />
<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006
18 OTHER LONG-TERM LIABILITIES<br />
Shown below is the breakdown of “Other long-term liabilities” of the accompanying consolidated balance sheets as at 31<br />
December 2006 and 2005 (in thousands of euros):<br />
Euros 000s<br />
2006 2005<br />
Call and put options for the Jolly <strong>Hotels</strong> operation (Note 10.1) 277,405 -<br />
Preference shares issued by subsidiaries 28,818 28,122<br />
Capital grant 14,643 3,446<br />
Right of beneficial use Hotel Plaza de Armas (Note 7.1) 10,465 11,960<br />
Residencial Marlin, S.L. (Note 10.1) 9,000 9,000<br />
Los Alcornoques de Sotogrande, S.L. (Note 10.1) 1,400 -<br />
<strong>Financial</strong> instruments (Note 10.2.2) 1,282 4,089<br />
Purchase minority interest Astron (*) - 15,000<br />
Other liabilities 3,143 9,718<br />
346,156 81,335<br />
(*) Purchase minority interests in <strong>NH</strong> <strong>Hoteles</strong> Deutschland, GmbH and <strong>NH</strong> <strong>Hoteles</strong> Austria, GmbH<br />
The line “Call and put options for Jolly <strong>Hotels</strong> operation” records the liability in respect of a series of contracts providing<br />
purchase options for the benefit of <strong>NH</strong> Italia, S.r.l. and sale options for the benefit of Joker Partecipazioni, S.r.l. and Banca Intesa,<br />
S.p.a. (today Banca Intesa Sanpaolo, S.p.a.), which were signed within the framework of the operation to acquire control of Jolly<br />
<strong>Hotels</strong>, S.p.a. on 29 November 2006, for the purpose of arranging the gradual transfer to the <strong>NH</strong> <strong>Hoteles</strong> Group of the stakes<br />
held by the aforesaid companies at that date in Jolly <strong>Hotels</strong>, S.p.a. and which would give the Group control of 74.47% of the share<br />
capital of Jolly <strong>Hotels</strong>, S.p.a. (see Note 10.1).<br />
The line “Preference shares issued by subsidiary companies” records the preference shares issued by <strong>NH</strong> Participaties NV.<br />
outstanding as at 31 December 2006 and 2005 which have, by their nature, been classified as a financial liability. These preference<br />
shares earn interest at a fixed annual rate of 5.55% and mature on 1 January 2008.<br />
The line “Capital grants” basically records, as at 31 December 2006, a total of 14.64 million euros for the grants received to build<br />
the hotels and golf courses of the subsidiary Sotogrande, S.A. in the amount of 3.2 million euros (3.45 million euros as at 31<br />
December 2005), and the capital grants received for the Donnafugata, Baglio Oneto and Parco Degli Aragonesi projects in<br />
progress (6.2 million euros, 2.3 million euros and 2.9 million euros, respectively).<br />
The amount recorded in the line “Residencial Marlin, S.L.” represents 50% of the participating loan granted to that company by<br />
the minority shareholder of Sotogrande, S.A., which has a 50% holding in said company. This participating loan matures in July<br />
2007 (see Note 10.1).<br />
The amount recorded in the line “Los Alcornoques de Sotogrande, S.L.” is for 50% of the participating loan granted to that<br />
company by the minority shareholder of Sotogrande, S.A., which has a 50% holding in said company. This participating loan<br />
matures in 2009 (see Note 10.1).<br />
In 2005 the <strong>NH</strong> <strong>Hoteles</strong> Group acquired the remaining 20% of <strong>NH</strong> <strong>Hoteles</strong> Deutschland, GmbH and <strong>NH</strong> <strong>Hoteles</strong> Austria, GmbH,<br />
for 45 million euros. At 31 December 2006 the pending payment amount, falling due in 2007, was 15 million euros, which are<br />
classified as short-term in the heading “Other current liabilities” (see Note 24). As at 31 December 2005, 30 million euros were<br />
still outstanding, 15 million of which were recorded as short-term in the caption “Other current liabilities”.<br />
<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006 45
19 FINANCIAL DERIVATIVES<br />
Shown below is the breakdown of financial derivatives on the consolidated balance sheet as at 31 December 2006 and 2005:<br />
Euros 000s<br />
Amount at 31.12.06 Amount at 31.12.05<br />
<strong>Financial</strong> <strong>Financial</strong> <strong>Financial</strong> <strong>Financial</strong><br />
Type of derivative asset liability asset liability<br />
Interest rate derivatives (Note 10.2) 1,189 1,486 4,089 4,983<br />
Currency derivatives 130 423 - -<br />
Compensation Plan based on share price (Note 10.2) 16,094 - 12,788 -<br />
Total 17,413 1,909 16,877 4,983<br />
Interest rate derivatives<br />
As at 31 December 2006, the <strong>NH</strong> <strong>Hoteles</strong> Group had a number of interest rate derivative contracts which has not been qualified<br />
as hedges.<br />
Shown below are the main operations contracted and under way as at 31 December 2006 in relation to a serious of derivatives<br />
that originally guaranteed a syndicated loan cancelled in 2004:<br />
Amount<br />
Interest rate derivatives Contracted Notional<br />
at 31.12.2006 Rate (*) (Euros) Currency Maturity (Euros)<br />
Interest rate swaps Fixed to floating 42,282,545 EUR 15/07/2008 27,677,486<br />
Interest rate swaps Fixed to floating 6,166,207 EUR 15/07/2008 4,036,306<br />
Interest rate swaps Fixed to floating 10,890,725 EUR 01/06/2007 5,989,899<br />
Interest rate swaps Floating to fixed 52,275,481 EUR 15/07/2008 26,908,798<br />
Interest rate swaps Floating to fixed 7,497,794 EUR 15/07/2008 3,924,206<br />
Interest rate swaps Floating to fixed 44,243,299 EUR 15/07/2008 20,319,792<br />
Interest rate swaps Floating to fixed 10,890,725 EUR 01/06/2007 5,445,362<br />
Interest rate swaps Fixed to floating 38,777,952 EUR 15/07/2008 25,797,752<br />
Interest rate collar Floating to fixed 38,591,149 EUR 15/07/2008 37,645,153<br />
Shown below are the main operations contracted and under way as at 31 December 2005:<br />
Amount<br />
Interest rate derivatives Contracted Notional<br />
at 31.12.2005 Rate (*) (Euros) Currency Maturity (Euros)<br />
Interest rate swaps Fixed to floating 42,282,545 EUR 15/07/2008 30,752,235<br />
Interest rate swaps Fixed to floating 6,166,207 EUR 15/07/2008 4,484,706<br />
Interest rate swaps Fixed to floating 30,189,090 EUR 17/07/2006 22,380,440<br />
Interest rate swaps Fixed to floating 26,801,394 EUR 17/07/2006 26,801,394<br />
Interest rate swaps Fixed to floating 10,890,725 EUR 01/06/2007 7,078,971<br />
Interest rate swaps Floating to fixed 52,275,481 EUR 15/07/2008 29,983,547<br />
Interest rate swaps Floating to fixed 7,497,794 EUR 15/07/2008 4,372,206<br />
Interest rate swaps Floating to fixed 34,874,280 EUR 17/07/2006 21,859,863<br />
Interest rate swaps Floating to fixed 44,243,299 EUR 15/07/2008 27,847,253<br />
Interest rate swaps Floating to fixed 26,801,394 EUR 15/07/2006 19,569,271<br />
Interest rate swaps Floating to fixed 10,890,725 EUR 01/06/2007 6,534,435<br />
Interest rate swaps Fixed to floating 38,777,952 EUR 15/07/2008 28,530,426<br />
Interest rate collar Floating to fixed 38,591,149 EUR 15/07/2008 38,591,149<br />
(*) The 3-month EURIBOR or LIBOR is used, with no margin<br />
46<br />
<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006
- <strong>NH</strong> <strong>Hoteles</strong>, S.A. has contracted a financial derivative (collar with barriers) for 10 million euros whereby the Company at all times<br />
receives the 1-month Euribor. This instrument has a settlement date of 18 March 2008.<br />
With this hedge, if rates fall below 2.60% the Company would be obliged to pay 3.95%. If the rates hold at between 2.60% and<br />
4.20%, the Company would be at the market rate. If the rates move to between 4.20% and 4.70%, the Company would pay 4.20%.<br />
If the rates rise above 4.70%, the Company would be at the market rate.<br />
- <strong>NH</strong> <strong>Hoteles</strong>, S.A. has contracted a derivative for 5 million euros, whereby the Company at all times receives the 1-month Euribor.<br />
This instrument has settlement date of 16 December 2008.<br />
With this structure the Group is covered provided the 1-month Euribor is below the barriers. Otherwise it would be hedged at<br />
the 12-month Euribor minus 0.15%. The benchmark barriers of 1-month Euribor for this contract are shown below:<br />
Barriers 1-month Euribor<br />
Fixed rate payable<br />
2.35% 3.35%<br />
3.00% 3.50%<br />
3.15% 3.60%<br />
The changes in the fair value of these interest rate derivatives during 2006 amounted to 0.14 million euros (0.51 million euros in 2005).<br />
Currency derivatives<br />
The currency derivatives in force at 31 December 2006 have not been qualified as hedging instruments.<br />
Of bank loans:<br />
Currency derivatives at 31.12.2006 Nominal Contracted Currency Maturity<br />
Currency insurance 13,300,000 USD 22/05/2009<br />
Currency insurance 3,000,000 USD 20/05/2009<br />
Currency insurance 5,000,000 USD 22/05/2009<br />
Currency insurance 5,000,000 USD 22/05/2009<br />
Of financial investments<br />
These financial instruments were contracted to hedge the possible fluctuations in the US$/euro exchange rate with respect to the<br />
payments relating to the investment in Desarrollos Isla Blanca, S.L. (see Note 24).<br />
Type Currency Nominal Maturity<br />
Currency insurance USD 6,000,000 16/01/2007<br />
Currency insurance USD 5,000,000 12/01/2007<br />
Put option with barrier USD 5,000,000 12/01/2007<br />
Forward extra USD 5,000,000 12/01/2007<br />
The changes in the fair value of these currency derivatives during 2006 amounted to 0.29 million euros.<br />
<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006 47
20 PROVISIONS FOR LIABILITIES AND CHARGES<br />
Shown below is the breakdown of the “Provisions for liabilities and charges” as at 31 December 2006 and 2005, together with the<br />
main movements recorded during said years (in thousands of euros):<br />
Euros 000s<br />
First<br />
Balance at Application Applications Balance at<br />
31/12/2004 IAS 32 & 39 Allocations (Reductions) Transfers 31/12/2005<br />
Provisions for long-term liabilities and charges:<br />
Onerous contracts 23,990 - - - (4,768) 19,222<br />
Provisions for pensions and similar obligations 10,637 - 1,692 - - 12,329<br />
Provision for Compensation Plan<br />
based on share price (Note 10.2.2) 2,397 2,178 5,838 (2,397) - 8,016<br />
Other claims 7,672 - 720 (2,461) (2,499) 3,432<br />
44,696 2,178 8,250 (4,858) (7,267) 42,999<br />
Provisions for current liabilities and charges:<br />
Onerous contracts 5,101 - - (5,101) 4,768 4,768<br />
Provision for contingencies 28,310 - - (28,310) - -<br />
Restructuring plans 3,800 - - (3,800) - -<br />
Other claims 3,041 - 158 (2,574) 2,499 3,124<br />
40,252 - 158 (39,785) 7,267 7,892<br />
Total 84,948 2,178 8,408 (44,643) - 50,891<br />
Euros 000s<br />
Balance at Additions Applications Balance at<br />
31/12/2005 to scope Allocations (Reductions) Transfers 31/12/2006<br />
Provisions for long-term liabilities and charges:<br />
Onerous contracts 19,222 - - - (2,166) 17,056<br />
Provisions for pensions and similar obligations 12,329 276 811 (658) - 12,758<br />
Provision for Compensation Plan<br />
based on share price (Nota10.2.2) 8,016 - 5,977 (200) - 13,793<br />
Other claims 3,432 - 3,244 (3) - 6,673<br />
42,999 276 10,032 (861) (2,166) 50,280<br />
Provisions for current liabilities and charges:<br />
Onerous contracts 4,768 - - (4,060) 2,166 2,874<br />
Other claims 3,124 - - (346) - 2,778<br />
7,892 - - (4,406) 2,166 5,652<br />
Total 50,891 276 10,032 (5,267) - 55,932<br />
Onerous contracts<br />
The <strong>NH</strong> <strong>Hoteles</strong> Group has classified as onerous a series of contracts of hotels operated under leases scheduled to expire<br />
between 2007 and 2028. The management of these hotels if being positive at gross operating profit (G.O.P.) is loss-making at<br />
net operating profit (ebitda) and cancellation of these contracts would imply full payment of the rent for the years pending<br />
under the lease.<br />
Provisions for pensions and similar obligations<br />
The account “Provision for pensions and similar obligations” includes, mainly, the provision set up by the Group to cover the<br />
pension plans arranged with its staff, for an amount of 10,482 thousand euros (9,264 thousand euros as at 31 December 2005).<br />
48<br />
<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006
The method used to calculate the value of the obligations relating to this pension plan was the projected credit unit method.<br />
Set out below are the main assumptions used when calculating the actuarial liability:<br />
2006 2005<br />
Discount rates 4.00% 4.50%<br />
Forecast annual rate of wage increases 2.50% 2.50%<br />
Forecast return on the assets earmarked for the plan 3.75% 4.25%<br />
21 TAX MATTERS<br />
Shown below is the composition of the tax accounts receivable as at 31 December 2006 and 2005:<br />
Euros 000s<br />
2006 2005<br />
Deferred tax assets<br />
Tax credits 1,707 3,916<br />
Tax assets on asset impairment 13,367 16,008<br />
Staff-related advance taxes 3,273 3,501<br />
Other deferred tax assets 16,292 12,443<br />
Total 34,639 35,868<br />
Short-term tax receivables<br />
Corporation Tax 424 5,479<br />
Value Added Tax 8,494 4,352<br />
Withholdings and payments on account 5,896 1,466<br />
Tax on Presumed Profits 1,378 1,356<br />
Other receivables from tax authorities 2 874<br />
Total 16,194 13,527<br />
The “Deferred tax assets” caption records, mainly, the capitalisation of tax loss carryforwards, as well as the advance taxes arising<br />
as a result of impairment in the value of certain assets.<br />
Shown below is the movement recorded in 2006 in the caption of deferred tax assets:<br />
Euros 000s<br />
Opening balance 35,868<br />
Capitalization of tax credits 163<br />
Additions due to inclusions in scope of consolidation 242<br />
Other additions 1,444<br />
Cancellation of tax credits (2,931)<br />
Application of tax losses carryforwards (147)<br />
Closing balance 34,639<br />
<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006 49
Shown below is the composition of breakdown of the tax accounts payable as at 31 December 2006 and 2005:<br />
Euros 000s<br />
2006 2005<br />
Deferred tax liabilities<br />
Revaluations of assets 98,775 123,211<br />
<strong>Financial</strong> derivatives 350 1,227<br />
Total 99,125 124,438<br />
Short-term tax payables<br />
Corporation Tax 7,883 7,217<br />
Value Added Tax 4,971 7,057<br />
Personal Income Tax 5,156 5,760<br />
Tax on Income from Capital 293 504<br />
Social Security 5,759 4,782<br />
Other taxes 2,487 1,467<br />
Total 26,549 26,787<br />
The balance of “Deferred tax liabilities” mainly records the restatement of certain assets in the Group made chiefly as part of the<br />
changeover to IFRS.<br />
Shown below is the movement recorded in the caption of deferred taxes during 2006:<br />
Euros 000s<br />
Opening balance 124,438<br />
Application for reinvestment (3,286)<br />
Cancellation for exclusions from scope of consolidation (3,021)<br />
Other cancellations (19,006)<br />
Closing balance 99,125<br />
Corporation Tax expense<br />
The companies that make up the <strong>NH</strong> <strong>Hoteles</strong> Group are grouped together geographically and file their tax returns in accordance<br />
with the law in force in the relevant countries.<br />
Corporation tax is calculated on the basis of the accounting or book profit obtained in accordance with general accepted<br />
accounting principles accepted in each country, which is not necessarily the same as the figure for taxable income used as the<br />
tax assessment base.<br />
Shown is the reconciliation between book income and taxable income for purposes of the corporation tax (in thousands of euros):<br />
Book income (after taxes and before minority interests) 61,550<br />
Corporation tax 25,395<br />
Book income (before taxes and minority interests) 86,945<br />
Permanent differences (7,170)<br />
Timing differences 4,054<br />
Consolidation adjustments 16,516<br />
Previous taxable income 100,345<br />
Setoff of tax loss carryforwards (421)<br />
Tax base 99,924<br />
The various foreign subsidiaries calculate corporation tax expense according to the laws and tax rates prevailing in each country.<br />
50<br />
<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006
Parent Company <strong>Consolidated</strong> Tax Group-<br />
<strong>NH</strong> <strong>Hoteles</strong>, S.A. consolidates for tax purposes with all the companies that are tax residents in Spain in which it has held a direct<br />
or indirect holding during the tax period of at least 75%, in accordance with the rules laid down in Chapter VII of Title VII of the<br />
current Corporation Tax Act, as approved by Legislative Royal Decree 4/2004.<br />
The accounts payable or receivable generated in this respect are settled by <strong>NH</strong> <strong>Hoteles</strong>, S.A., the Parent Company of the Group.<br />
Years open to tax inspection<br />
As at 31 December 2006, as a general rule the main taxes applying to the consolidated companies for the last four years are open<br />
to inspection by the competent tax authorities.<br />
For the years open to inspection there may be contingent liabilities that cannot be objectively quantified. In the opinion of Group<br />
management, such liabilities are not significant.<br />
Deductions applied to the Parent Company <strong>Consolidated</strong> Tax Group -<br />
The deductions applied correspond fundamentally to the deduction for investing in export business.<br />
When calculating corporation tax, no amount has been deducted for investing in measures aimed at reducing environmental impact.<br />
As at 31 December 2006, the Tax Group had the following tax incentives pending of application:<br />
Year of origin Deduction pending of application Amount<br />
2001 Investment in export business 45,682<br />
2001 to 2005 Others 93<br />
45,775<br />
Also, the Parent Company <strong>Consolidated</strong> Tax Group made use, in the past, of the “Deferral for reinvesting extraordinary<br />
profits”. Set out below are the main features of this reinvestment (in thousands of euros):<br />
Amounts setoff<br />
Year Income qualifying Previous Year Amount Last year of<br />
of origin for deferral years 2006 pending deferral<br />
1997 9,399 6,714 1,343 1,343 2007<br />
1998 1,625 929 232 464 2008<br />
1999 75,145 21,840 6,547 46,758 2049<br />
2000 3,737 1,068 534 2,136 2010<br />
2001 4,335 619 619 3,097 2011<br />
The reinvestment of all this income was done in diverse financial holdings, except for the one that appeared in 1999 which was<br />
reinvested in acquiring properties.<br />
<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006 51
Set out below is a descriptive breakdown of the income for the year and for prior years qualifying for the deduction for<br />
reinvestment of extraordinary profits, in accordance with the terms of article 42 of the current Corporation Tax Act (in<br />
thousands of euros):<br />
Date of Income Deduction Company generating Company that<br />
Year transfer qualifying Applied Pending the capital gain reinvests<br />
2002 February 25,738 4,375 - <strong>NH</strong> <strong>Hoteles</strong>, S.A. <strong>NH</strong> Hotel Rallye, S.A.<br />
2002 February 3,282 558 - <strong>NH</strong> Pamplona, S.A. <strong>NH</strong> Hotel Rallye, S.A.<br />
2002 April 8 - 1 Sotogrande, S.A. <strong>NH</strong> Hotel Rallye, S.A.<br />
2002 December 1,087 185 - <strong>NH</strong> <strong>Hoteles</strong>, S.A. <strong>NH</strong> Hotel Rallye, S.A.<br />
2003 May 3,085 617 - <strong>NH</strong> Establecimientos Hoteleros, S.A. <strong>NH</strong> Hotel Rallye, S.A.<br />
2003 September 3,037 607 - <strong>NH</strong> <strong>Hoteles</strong>, S.A. <strong>NH</strong> Hotel Rallye, S.A.<br />
2004 March 365 73 - <strong>NH</strong> <strong>Hoteles</strong>, S.A. <strong>NH</strong> Hotel Rallye, S.A.<br />
2005 May 700 140 - <strong>NH</strong> <strong>Hoteles</strong>, S.A. <strong>NH</strong> Hotel Rallye, S.A.<br />
2005 May 19 4 - <strong>NH</strong> <strong>Hoteles</strong>, S.A. <strong>NH</strong> Hotel Rallye, S.A.<br />
2006 January 735 147 - Sotogrande, S.A. Sotogrande, S.A.<br />
2006 December 3,480 696 - <strong>NH</strong> <strong>Hoteles</strong>, S.A. Sotogrande, S.A.<br />
2006 December 3,100 620 - <strong>NH</strong> <strong>Hoteles</strong>, S.A. Sotogrande, S.A.<br />
The capital gains generated in 2002 and 2003 were reinvested in the purchase of 80% of the Astron Group (today <strong>NH</strong> <strong>Hoteles</strong><br />
Deutschland, GmbH and <strong>NH</strong> <strong>Hoteles</strong> Austria GmbH) made in November 2002. The obligation to hold the investment for three<br />
years finished in November 2005.<br />
The reinvestment of 2004 and 2005 capital gains was made in the purchase of 38% of Nacional Hispana de <strong>Hoteles</strong> S.r.l. de<br />
C.V. (a group of mexican hotel companies) made in January 2005. The obligation to hold the investment for three years will be<br />
finished in January 2008.<br />
The capital gains of 2006 were reinvested in the July 2006 purchase of 50% of the company Desarrollos Isla Blanca, S.L. for<br />
19.53 million euros. The obligation to hold the investment for three years will be finished in July 2009.<br />
Tax loss carryforwards and deductions pending<br />
As at 31 December 2006, the Parent Company <strong>Consolidated</strong> Tax Group carried no tax loss carryforwards pending application.<br />
In the Parent Company <strong>Consolidated</strong> Tax Group, the companies Retail Invest, S.A., Hotelera Onubense, S.A. and<br />
Latinoamericana de Gestión Hotelera, S.A., record the following tax loss carryforwards previous to their incorporation in the<br />
Tax Group, which may only be setoff against profits made by the same companies (in thousands of euros):<br />
Year of origin Amount Carryforward limit<br />
1994 160 2009<br />
1995 3,402 2010<br />
1996 4,009 2011<br />
1997 11,636 2012<br />
1998 4,316 2013<br />
1999 55 2014<br />
2000 5,829 2015<br />
2001 36,094 2016<br />
2002 40,840 2017<br />
2003 25,330 2018<br />
2004 7,316 2019<br />
2005 17 2020<br />
139,003<br />
52<br />
<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006
22 TRADE CREDITORS<br />
Shown below is the breakdown of this caption on the consolidated balance sheet as at 31 December 2006 and 2005 (in<br />
thousands of euros):<br />
Euros 000s<br />
2006 2005<br />
Trade creditors 194,114 141,460<br />
Customer advances 24,829 27,934<br />
218,943 169,394<br />
The caption “Trade creditors” records the accounts payable as a result of the Group's normal trading activities.<br />
The line “Customer advances” mainly records advance payments made by customers of Sotogrande, S.A. in the amount of<br />
16.35 million euros (20.21 million euros as at 31 December 2005).<br />
23 OTHER CURRENT LIABILITIES<br />
Shown below is the composition of this caption as at 31 December 2006 and 2005 (in thousands of euros):<br />
Euros 000s<br />
2006 2005<br />
Accrued employee compensation payable 16,522 10,772<br />
Purchase minority interest Astron (see Note 18) 15,000 15,000<br />
Desarrollos Isla Blanca, S.L. 15,620 -<br />
Cap Cana, S.A. - 24,900<br />
Sundry creditors 10,237 17,352<br />
57,379 68,024<br />
(*)Purchase of minority interests in <strong>NH</strong> <strong>Hoteles</strong> Deutschland, GmbH and <strong>NH</strong> <strong>Hoteles</strong> Austria, GmbH<br />
The line “Desarrollos Isla Blanca, S.L.” records the equivalent euro value of the 20 million United States dollars pending payment<br />
at 31 December 2006 in respect of the investment made by Sotogrande, S.A. in the company Desarrollos Isla Blanca, S.L.<br />
The caption “Cap Cana, S.A.” records the amount payable to this company as a result of its participation in the investment<br />
project that was undertaken by the <strong>NH</strong> <strong>Hoteles</strong> Group in the Dominican Republic during 2005. The balance of this caption was<br />
settled in full in January 2006.<br />
24 GUARANTEES GIVEN TO THIRD PARTIES AND CONTINGENT LIABILITIES<br />
The Group has been granted guarantees by financial institutions totalling 8.45 million euros (9.52 million euros as at 31 December<br />
2005) which, in general, secure the performance of certain obligations entered into by the consolidated companies in the course<br />
of their business activities.<br />
As at 31 December 2006, the Group had contracted insurance policies to cover against risks for damage to tangible fixed assets,<br />
loss of profit and civil liability. The insured sums sufficiently cover said assets and risks.<br />
<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006 53
Commitments with regard to the Compensation Plan based on share price<br />
- As at 31 December 2006 the Group, after approval by the Parent Company's General Meeting of shareholders, has granted its<br />
employees a Compensation Plan based on the trading price of the shares, as summarised below:<br />
Year granted Number of rights Exercise price Exercise period<br />
2003 2,168,398 7.32 30-04-07 – 29-04-08<br />
Shown below are the movements recorded in the number of rights granted in 2006 and 2005:<br />
Plan 2001 Plan 2003<br />
Granted 1 January 2005 1,700,000 2,700,000<br />
Rights exercised (836,124) -<br />
Rights cancelled /lapsed (500,000) (400,000)<br />
Balance at 31 December 2005 363,876 2,300,000<br />
Rights exercised (363,759) -<br />
Rights cancelled /lapsed (117) (131,602)<br />
Balance at 31 December 2006 - 2,168,398<br />
During 2006 the exercise price of the Compensation Plan based on the share price was adjusted downward by 26 euro cents, the<br />
amount of the dividend whose distribution against voluntary reserves was resolved by the shareholders in the General Meeting<br />
of 5 May 2006. The exercise price for the 2001 Plan thus went from 11.17 euros to 10.81 euros per right, while the exercise price<br />
for the Plan granted in 2003 went from 7.58 euros to 7.32 euros per right.<br />
The Parent Company has organised the hedging for the Compensation Plan based on the share price in force arranging an equity<br />
swap with a financial institution. The Compensation Plan does not contemplate in any case the delivery of shares. It would be<br />
settled in cash by differences. In the exercise period the financial institution would sell the shares compensating the Parent<br />
Company with the difference between the result of the sell and the exercise price in case of a revaluation of shares. In the event<br />
that the share prices were to fall, there is a commitment by the Parent Company for compensating the financial institution of any<br />
financial loss suffered (see Note 10.2.2.).<br />
Commitments with third parties<br />
- On 29 March 2005, <strong>NH</strong> Hotel Rallye S.A. and Losan <strong>Hoteles</strong>, S.L. signed the shareholders agreement of the company Harrington<br />
Hall Hotel, Ltd. whereby in the event that Losan <strong>Hoteles</strong>, S.L. were to receive an offer to purchase 100% of the shares of the<br />
company Harrington Hall Hotel, Ltd. at a price deemed to be a market price, Losan <strong>Hoteles</strong>, S.L. may demand that <strong>NH</strong> Hotel<br />
Rallye S.A., which shall be required to accept, transfer its shares to the third-party buyer who has made the offer. <strong>NH</strong> Hotel Rallye,<br />
S.A. shall, however, hold a right of first refusal on Losan <strong>Hoteles</strong>, S.L.'s shares in Harrington Hall Hotel, Ltd.<br />
- On 1 December 2005 an agreement was reached with Banca Intesa, S.p.a (today Banca Intesa Sanpaolo, S.p.a.) for that company<br />
to enter the shareholder base of <strong>NH</strong> Italia, S.r.l. The agreement grants a put option over the holding acquired, for the period from<br />
March 2008 to March 2013. The price shall be set on the basis of fair market value, as determined by an independent investment<br />
bank. The price shall be paid in cash or <strong>NH</strong> <strong>Hoteles</strong>, S.A. shares, as <strong>NH</strong> <strong>Hoteles</strong>, S.A. chooses.<br />
- On 10 March 2006 between <strong>NH</strong> Hotel Rallye S.A. and Losan <strong>Hoteles</strong>, S.L. signed the shareholders agreement of the company<br />
Losan Investment, Ltd., whereby in the event that Losan <strong>Hoteles</strong>, S.L. were to receive an offer to purchase 100% of the shares of<br />
Losan Investment, Ltd. at a price deemed to be a market price, Losan <strong>Hoteles</strong>, S.L. would be entitled to demand that <strong>NH</strong> Hotel<br />
Rallye S.A., which would be obliged to accept, transfer its shares to the third-party buyer who has made the offer. <strong>NH</strong> Hotel Rallye,<br />
S.A. shall, however, hold a right of first refusal on Losan <strong>Hoteles</strong>, S.L.'s shares in Harrington Hall Hotel, Ltd.<br />
- In the framework agreement signed on 2 August 2006 between Tourist Ferry Boat, S.r.l. (former owner of the Framon chain) and<br />
<strong>NH</strong> Italia, S.r.l. to operate in the Italian market through a joint venture (75% <strong>NH</strong> Italia, S.r.l. and 25% Tourist Ferry Boat, S.r.l.) to<br />
which both companies contribute assets, it was agreed to establish a sell option for the benefit of TFB and a buy option for the<br />
benefit of <strong>NH</strong> Italia, S.r.l. over TFB’s holding. The option may be exercised as from December 2011. The price will be paid in cash<br />
and be determined on the basis of a multiple of predetermined Ebitda.<br />
54<br />
<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006
- On 11 November 2006 a framework agreement was signed by <strong>NH</strong> Italia, S.r.l. (<strong>NH</strong> Italia), Banca Intesa, S.p.a. (today Banca Intesa<br />
Sanpaolo, S.p.a.) (Banca Intesa) and Joker Partecipazioni, S.r.l. (Joker) the purpose of which is to give the <strong>NH</strong> <strong>Hoteles</strong> Group<br />
control of no less than 74.43% of the Jolly <strong>Hotels</strong>, S.p.a. (Jolly) share capital through a newly created company (Grande Jolly, S.r.l.).<br />
In the said framework agreement, the <strong>NH</strong> <strong>Hoteles</strong> Group acquires the following commitments:<br />
1. Issue by Grande Jolly of a tender offer for all ordinary shares owned by parties unrelated to the parties to the framework<br />
agreement. Pursuant to this commitment, on 21 February 2007, Grande Jolly launched a takeover bid for 25.53% of the Jolly share<br />
capital of 25 euros per share. If all of the targeted shares accept the offer, the total outlay will be 127.6 million euros.<br />
2. Acquisition of control by Grande Jolly of a holding equal to 25.7% of the share capital of Jolly held by Joker in the period<br />
between 1 June and 31 July 2007.<br />
3. In relation to the remaining 24.35% of Jolly’s capital held by Joker, a call and put option contract has been signed hereunder<br />
Joker may sell, in the period between 1 June 2007 and 31 December 2009, its Jolly shares to <strong>NH</strong> Italia and <strong>NH</strong> Italia may buy<br />
them during the immediate following six months after 31 December 2009. At the discretion of <strong>NH</strong> Italia, the shares will be<br />
acquired by Grande Jolly or by <strong>NH</strong> Italia. The exercise price of the put and call options is 25 euros per share, giving a total of<br />
121.76 million euros.<br />
4. Signing of a call and put option contract hereunder Banca Intesa may sell to Grande Jolly its 4.42% of the Jolly share capital<br />
as from the liquidation date of the tender offer for Jolly or as from 30 September 2007 (if earlier) and until 31 October 2007, and<br />
Grande Jolly may exercise the call option between 1 November 2007 and 30 November 2007. The exercise price of the put and<br />
call options is 25 euros per share, giving a total of 22.17 million euros.<br />
5. Signing of a call and put option contract hereunder Joker may sell to <strong>NH</strong> Italia the equity stake it holds in Grande Jolly, in the<br />
period between 1 June 2007 and 31 December 2010, and <strong>NH</strong> Italia may exercise the call option during the immediate following<br />
six months after 31 December 2010. The exercise price of the put and call options is 25 euros per share, giving a total of 87.39<br />
million euros if the initial transfer of 25.7% is done by means of a sale-purchase and subsequent capital increase, or 133.54 million<br />
euros if the transfer is done by means of a non-cash capital increase.<br />
Contingent liabilities<br />
The contingent liabilities of the <strong>NH</strong> <strong>Hoteles</strong> Group, mainly related to lawsuits and other legal issues, have no significant effect<br />
neither on the profit and loss account nor in the net equity of the Group or are totally covered by a provision.<br />
25 INCOME AND EXPENSES<br />
25.1 Income<br />
Shown below is the breakdown of the balance of these headings on the consolidated income statement for 2006 and 2005:<br />
Euros 000s<br />
2006 2005<br />
Room accommodation 625,513 540,169<br />
Catering 277,837 255,068<br />
Reception rooms and other 51,221 38,542<br />
Real-estate 69,372 84,368<br />
Golf and Sports Clubs 5,250 7,510<br />
Rentals and other services 65,328 50,886<br />
Net turnover 1,094,521 976,543<br />
Operating grants 141 143<br />
Reversal of provisions for liabilities and charges 164 8,363<br />
Other operating income 14,076 8,960<br />
Other operating income 14,381 17,466<br />
Net gains on disposal of assets 10,491 2,689<br />
<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006 55
Shown below is the breakdown of net turnover for different geographical markets for 2006 and 2005:<br />
Euros 000s<br />
2006 2005<br />
Spain - <strong>Hotels</strong> 415,409 349,956<br />
Spain – Real estate 69,372 84,368<br />
The Netherlands 273,679 247,050<br />
Germany 207,165 185,473<br />
Austria, Hungary and Switzerland 49,682 43,538<br />
Mexico 24,732 31,748<br />
Latin America 38,442 20,300<br />
Italy 16,040 14,110<br />
1,094,521 976,543<br />
The line “Other operating income” basically records revenues from royalties invoiced to hotels operated under management<br />
agreements, as well as for services provided by the <strong>NH</strong> <strong>Hoteles</strong> Group to third parties.<br />
Shown below is a breakdown of the line “Net gains on disposal of assets” as at 31 December 2006 and 2005:<br />
Euros 000s<br />
2006 2005<br />
Profits originating from disposal of holdings 7,711 2,589<br />
Net gains on disposal of tangible fixed assets 2,780 110<br />
Net gains on disposal of assets 10,491 2,689<br />
The “Profit originating from the disposal of holdings” in 2006 was for the capital gain recorded on sale of the companies Casino<br />
Club de Golf, S.L. and Aymerich Golf Management, S.L. (see Note 2.4.6.a), and for 2005 it records the capital gain recorded on<br />
sale of the hotels <strong>NH</strong> Oostende and <strong>NH</strong> Orus.<br />
25.2 <strong>Financial</strong> income<br />
The breakdown of the balance of this heading of the consolidated income statement is as shown below:<br />
Euros 000s<br />
2006 2005<br />
Dividend income 43 55<br />
Income from traded securities 489 2,205<br />
Interest income 5,133 4,386<br />
Income from derivatives 1,313 3,315<br />
6,978 9,961<br />
56<br />
<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006
25.3 Staff costs<br />
Shown below is the composition of staff costs on the consolidated income statement:<br />
Euros 000s<br />
2006 2005<br />
Wages, salaries and similar 267,421 233,859<br />
Employee benefits and welfare costs 54,083 58,791<br />
Indemnities 2,991 163<br />
Pension plan contributions and similar 3,822 1,692<br />
Other employee expenses 11,458 6,297<br />
339,775 300,802<br />
The following table shows the average number of employees in the Parent Company and the companies that have been fully<br />
consolidated in 2006 and 2005, distributed by job categories:<br />
2.006 2.005<br />
General management of the Group 7 7<br />
Managers and heads of departments 558 541<br />
Technical staff 561 554<br />
Sales staff 480 471<br />
Administrative staff 660 658<br />
Other staff 11,939 11,857<br />
Average number of employees 14,205 14,088<br />
The average age of the Company's workforce is approximately 34.5 years, with an average seniority in the <strong>NH</strong> Group of 6.8 years.<br />
Worthy of note, furthermore, is that 51.8% of the employees are women.<br />
The caption “Staff costs” includes, for 3.1 million euro in 2006, the fixed and variable remuneration linked to the performance of<br />
the <strong>Consolidated</strong> Group of the management team of <strong>NH</strong> <strong>Hoteles</strong>. Additionally this caption includes, for 2.3 million euros in 2006,<br />
the fixed and variable remuneration of the company Directors with executive duties in the Group.<br />
25.4 Other operating expenses<br />
Shown below is the composition of this heading of the consolidated income statement for 2006 and 2005:<br />
Euros 000s<br />
2006 2005<br />
Leases 184,190 169,490<br />
External services 271,057 235,601<br />
Change in trade provisions 191 544<br />
Allocations to provisions for liabilities and charges 3,244 878<br />
458,682 406,513<br />
The “External services” account records the fees for statutory auditing services performed by two audit firms of the different<br />
companies that make up the <strong>NH</strong> <strong>Hoteles</strong> Group. The fees of the main auditor during 2006 amounted to 0.66 million euros (0.59<br />
million euros in 2005) and the fees of all the other auditors totalled 0.53 million euros (0.65 million euros in 2005).<br />
Furthermore, the fees for other professional services provided to the <strong>NH</strong> <strong>Hoteles</strong> Group by the main auditor amounted, in 2006,<br />
to 0.10 million euros (0.15 million euros in 2005), and such fees of all other auditors totalled 0.24 million euros (0.30 million euros<br />
in 2005).<br />
<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006 57
25.5 Operating leases<br />
In the table below are shown, as at 31 December 2006 and 2005, the Group commitments acquired for future minimum lease<br />
instalments under operating leases that cannot be cancelled and their maturities.<br />
The present value of lease payments has been calculated using an discount rate in line with the weighted average cost of capital<br />
of the Company and also includes the commitments which the <strong>NH</strong> <strong>Hoteles</strong> Group estimates will have to be fulfilled in the future<br />
in respect of minimum guaranteed profits on hotels operated under management contracts.<br />
Euros 000s<br />
2006 2005<br />
Less than one year 186,480 175,557<br />
Between two and five years 637,867 483,035<br />
More than five years 1,095,705 743,660<br />
Total 1,920,052 1,402,252<br />
The average life of the operating lease agreements signed by the <strong>NH</strong> <strong>Hoteles</strong> Group varies between 15 and 25 years.<br />
25.6 <strong>Financial</strong> expenses<br />
Shown below is the breakdown of the balance of this heading of the consolidated income statement for 2006 and 2005:<br />
Euros 000s<br />
2006 2005<br />
Interest expense 35,928 29,295<br />
Interest on debentures and bonds 7 2,641<br />
Expenses of derivatives 1,464 2,807<br />
Other financial expenses 2,758 445<br />
40,157 35,188<br />
26 INFORMATION BY SEGMENT<br />
The information by segments is structured, first of all, on the basis of the Group’s different lines of business and, secondly, on a<br />
geographical basis.<br />
Main segments - business<br />
The business lines described below have been set up based on the organisational structure of the <strong>NH</strong> <strong>Hoteles</strong> Group as it stood<br />
at the end of 2006 and taking into account, on the one hand, the nature of the products and services offered and, on the other,<br />
the target customer segments.<br />
In 2006, the <strong>NH</strong> <strong>Hoteles</strong> Group focused its activities on two major lines of business, hotels and real estate, which are the basis<br />
used by the Group to present the information about its main segment.<br />
Secondary segments - geographical<br />
Furthermore, the Group operates in Spain, the Benelux countries, Germany, the rest of Europe, South America and the rest of<br />
the world.<br />
The information by segments set out below is based on the reports drawn up by the <strong>NH</strong> <strong>Hoteles</strong> Group and is generated using<br />
a software that divides the transactions into categories according to their line of business and geographical location.<br />
The ordinary income of the segment records the ordinary income directly attributable to the segment plus the relevant<br />
proportion of the general income of the group that may be distributed to it on a fair distribution basis. The ordinary income of<br />
each segment does not include interest or dividend income or the gains on sales of investments or debt redemption or<br />
58<br />
<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006
cancellation operations. The Group includes as ordinary income of each segment the share in profits of associated companies<br />
and joint ventures consolidated using the equity method. Also included is the corresponding proportion of the ordinary income<br />
of joint ventures consolidated using the proportional method.<br />
The profit and loss of the segment is presented before any adjustment for minority interests.<br />
The assets and liabilities of the segments are those directly connected with their operations.<br />
There follows the information for each segment of these activities.<br />
26.1 Information on main segments<br />
Euros 000s<br />
Hotel Real estate Total<br />
2006 2005 2006 2005 2006 2005<br />
INCOME<br />
Sales and other operating revenues 1,034,962 909,641 69,930 84,368 1,104,892 994,009<br />
Net gains on disposal of non-current assets - 2,689 - - - 2,689<br />
Total revenues 1,034,962 912,330 69,930 84,368 1,104,892 996,698<br />
PROFIT (LOSS)<br />
Operating profit (loss) 86,796 58,226 27,454 53,724 114,250 111,950<br />
Share in profit (loss) of associated companies 1,270 (649) - - 1,270 (649)<br />
<strong>Financial</strong> income 5,795 9,007 1,184 954 6,979 9,961<br />
Net exchange gains 4,605 2,152 - - 4,605 2,152<br />
<strong>Financial</strong> expenses (39,456) (34,685) (703) (503) (40,159) (35,188)<br />
Profit before taxes 59,010 34,051 27,935 54,175 86,945 88,226<br />
Taxes (24,307) (824) (1,088) (16,989) (25,395) (17,813)<br />
Net profit for the year 34,703 33,227 26,847 37,186 61,550 70,413<br />
Minority interests (898) 179 - 7,991 (898) 8,170<br />
Net profit attributable to the Parent Company 35,601 33,048 26,847 29,195 62,448 62,243<br />
Euros 000s<br />
Hotel Real estate Total<br />
2006 2005 2006 2005 2006 2005<br />
OTHER INFORMATION<br />
Fixed asset additions 116.864 96,006 2,833 7,935 119,697 103,941<br />
Depreciation and amortization (75,635) (64,247) 4,086 (3,854) (71,549) (68,101)<br />
Net losses due to asset impairment (3,190) (799) - - (3,190) (799)<br />
BALANCE SHEET<br />
ASSETS<br />
Assets by segment 2,377,397 1,792,179 247,509 257,883 2,624,906 2,050,062<br />
Holdings in associated companies 71,247 35,856 20,186 56,872 91,433 92,728<br />
<strong>Consolidated</strong> total assets 2,448,644 1,828,035 267,695 314,755 2,716,339 2,142,790<br />
LIABILITIES<br />
Equity and liabilities by segment 2,448,644 1,828,035 267,695 314,755 2,716,339 2,142,790<br />
<strong>Consolidated</strong> total net equity and liabilities 2,448,644 1,828,035 267,695 314,755 2,716,339 2,142,790<br />
<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006 59
26.2 Information on secondary segments<br />
The following table shows a breakdown of certain consolidated balances of the Group in accordance with the geographical<br />
distribution of the companies that originate them:<br />
Euros 000s<br />
Additions to<br />
tangible and intangible<br />
Net Turnover Total assets fixed assets<br />
2006 2005 2006 2005 2006 2005<br />
Spain 484,781 434,324 746,112 694,569 49,589 52,378<br />
Benelux 273,679 247,050 938,207 949,638 16,418 13,453<br />
Germany 207,165 185,473 144,834 135,259 15,294 16,231<br />
Latin America 63,174 52,048 250,542 283,960 30,314 21,044<br />
Italy 16,040 14,110 610,995 - 6,656 -<br />
Rest of Europe 49,682 43,538 25,648 79,364 8,056 835<br />
Total 1,094,521 976,543 2,716,338 2,142,790 126,327 103,941<br />
27 REMUNERATION AND OTHER DECLARATIONS OF THE BOARD OF DIRECTORS<br />
AND SENIOR MANAGEMENT<br />
27.1 Remuneration of the Board of Directors<br />
The amount accrued in 2006 by the members of the Board of Directors in respect of allowances and items under the articles of<br />
association are shown in the following table:<br />
Euros 000s<br />
2006 2005<br />
Board of Directors (11 members) 434 403<br />
Executive Committee (5 members) 150 150<br />
Audit and Control Committee (3 members) 26 27<br />
Nominations and Compensation Committee (3 members) 16 7<br />
In 2006 no amount has been paid to any member of the Board of Directors for professional services (72 thousand euros in 2005).<br />
The amounts earned in respect of allowances and other items under the articles of association by the Directors of the Parent<br />
Company in fully and proportionally consolidated companies and companies consolidated using the equity method totalled 115<br />
thousand euros in 2006, the same as in 2005.<br />
27.2 Senior management remuneration<br />
The remuneration of the members of the Management Committee as at 31 December 2006 and 2005, not including those who<br />
are also members of the Board of Directors (whose remuneration has been set out above) is shown below:<br />
Euros 000s<br />
2006 2005<br />
Cash remuneration 2,908 2,032<br />
Non-cash compensation 167 139<br />
3,075 2,171<br />
60<br />
<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006
27.3 Details of participation by the Directors in similar businesses and pursuit of similar activities for their own<br />
account or the account of others<br />
In accordance with what is provided in article 127 ter. 4 of the Public Limited Companies Act, introduced by Act 26/2003 of 17<br />
July 2003, which amended the Securities Market Act 24/1988 of 28 July 1988, and the consolidated text of the Public Limited<br />
Companies Act, for the purpose of making public limited companies more transparent, given below are the companies with the<br />
same, similar or complementary types of business to the corporate object of <strong>NH</strong> <strong>Hoteles</strong>, S.A. in which its Directors have<br />
shareholdings, as well as any positions they may hold therein:<br />
Holder Investee Business Number of shares Functions<br />
Caja Ahorros de Valencia<br />
Castellón y Alicante Hotel Alameda Valencia, S.L. Hotel 90% -<br />
Caja Ahorros de Valencia<br />
Castellón y Alicante Playa <strong>Hotels</strong> & Resorts, S.L. Hotel 6.87% -<br />
Caja Ahorros de Valencia<br />
Castellón y Alicante Prohoresa Real estate 29.93% -<br />
Caja Ahorros de Valencia<br />
Castellón y Alicante Iberdrola Inmobiliaria, S.A. Real estate 1% Board member<br />
During 2006 the Directors also engaged in the following activities, for their own account or the account of others, in companies<br />
with the same, similar or complementary types of business to the corporate object of <strong>NH</strong> <strong>Hoteles</strong>, S.A. or any of its subsidiaries:<br />
Holder Investee Business Functions<br />
Gabriele Burgio Sotogrande, S.A. Real estate Director<br />
Ferrovial, S.A. Real estate Director<br />
Nacional Hispana de <strong>Hoteles</strong> S.R.L de C.V. Hotel Director<br />
Grupo Financiero de Intermediación<br />
y Estudios, S.A. (Grufir, S.A.) Hotel Administrator<br />
Krasnapolsky <strong>Hotels</strong> & Restaurants, N.V. Hotel Member of the Supervisory Board<br />
<strong>NH</strong> Participaties, NV Hotel Chairman and Director<br />
<strong>NH</strong> Domo Diseños y Decoración, S.L. Decoration Joint Administrator<br />
<strong>NH</strong> Italia, S.r.l. Hotel Director<br />
Jolly <strong>Hotels</strong>, S.p.a. Hotel Managing Director<br />
Alfonso Merry del Val Gracie <strong>NH</strong> Participaties, N.V. Hotel Member of the Supervisory Board<br />
Manuel Herrando<br />
y Prat de la Riba Sotogrande, S.A. Real estate Chairman<br />
Matias Amat Roca Sotogrande, S.A. Real estate Director representative<br />
28 POST-BALANCE SHEET EVENTS<br />
- On 27 November 2006 the Board of Directors of <strong>NH</strong> <strong>Hoteles</strong>, S.A. resolved to carry out a capital increase, against cash<br />
contributions, of up to 32,743,942 euros, by means of issuing a maximum of 16,371,971 new shares with a nominal value of two<br />
euros each, of the same class and series as the currently outstanding shares. Full subscription of the capital increase approved,<br />
with a share premium per new share of 13.27 euros, would imply a 250 million euro increase in the company’s capital.<br />
The preferential subscription periods for shareholders and holders of subscription rights started on 28 February 2007 and ended,<br />
on the first found, on 14 March 2007. The result was subscription of 16,026,084 new shares, or 97.89% of the total of 16,371,971<br />
offered in the capital increase.<br />
As at the date these annual accounts were drawn up the capital increase has been fully subscribed and paid. The capital increase<br />
was registered in the Companies Registry of Madrid on 23 March 2007.<br />
- On 28 February 2007 the Parent Company has sold its holding in Parque Temático de Madrid, S.A. for 1.96 million euros.<br />
<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006 61
29 INFORMATION ABOUT ENVIRONMENTAL POLICY<br />
The activities carried on by the Group through Sotogrande, S.A. include managing the integrated water cycle in the area covered<br />
by the Sotogrande Estate and its surroundings. This management includes sanitation and treatment of waste water. The aim of<br />
these two activities is to reduce the damage to the environment.<br />
The Group’s assets associated with its sanitation and water treatment activity include two sewage treatment stations, with<br />
capacity to meet the needs of a population of up to 20,000 inhabitants, connected to one another so that the cleaned affluent<br />
flows into the sea through an underwater outflow. In its treatment stations, the Group has also built a tertiary treatment system<br />
aimed at further treatment of the water so that it can be used in part to water the Real Club de Golf Sotogrande, with which a<br />
contract has been signed to this effect. The tertiary treatment plant is now operational after having come into service in July 2003.<br />
The introduction of this tertiary system will make for a reduction in the consumption of potable water of between 200,000 and<br />
300,000 m3/year.<br />
Furthermore, the Group, as part of its activity to promote and develop the Sotogrande Estate, is now focusing its attention on<br />
developable land with approved partial plans. It therefore has no need to carry out any environmental impact studies prior to<br />
carrying out its real estate or tourist project developments. Nonetheless, the Group's policy is aimed at respecting the<br />
environment to the utmost and it has therefore contracted the services of an environmental consultancy to diagnose and provide<br />
advice on environmental issues in its actions. The fees for this service are not significant.<br />
The assets of an environmental nature described above total, net of depreciation, as at 31 December 2006, 1.63 million euros<br />
(1.28 million euros in 2005).<br />
The Group had no provision set aside as at year-end 2006 and 2005 for environmental contingencies or claims, nor is it aware of<br />
the existence of liabilities in respect of such contingencies or claims.<br />
30 EXPLANATION ADDED FOR TRANSLATION TO ENGLISH<br />
These consolidated financial statements are presented on the basis of IFRS, as adopted by the European Union. Certain<br />
accounting practices applied by the Company that conform with IFRS may not conform with other generally accepted<br />
accounting principles.<br />
62<br />
<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006
APPENDIX I: DEPENDENT COMPANIES<br />
The accompanying tables show basic information on the Company's subsidiaries as at 31 December 2006:<br />
Euros 000s<br />
% of voting<br />
rights Net value<br />
Principal % holding controlled recorded<br />
business of of parent by parent on parent Profit (loss)<br />
Address of investee company company company’s for the<br />
Investee company investee company in investee matriz books Assets Liabilities Equity year<br />
Alfa Reserveringskantoor CV BA (**) Brussels Hotel 100% 100% 5.83 (0.37) 6.20 29.85 (35.68)<br />
Aránzazu Donosti, S.A. (*) Guipuzcoa Hotel 100% 100% 6,373.38 32,146.57 (22,366.47) (7,163.18) (2,616.92)<br />
Astron Kestrell Ltd (**) Plettenberg Bay Hotel 100% 100% (1,220.34) 991.29 (2,211.62) 1,266.61 (46.27)<br />
Atardecer Caribeño Madrid Real Estate 100% 100% 48.05 47.04 - (47.48) 0.44<br />
Central Europe Management Germany Hotel 100% 100% 25.00 - - - -<br />
Centrumhotel Park Molenvijver N.V. (**) Genk Hotel 100% 100% 450.83 2,011.57 (1,560.74) (201.96) (248.87)<br />
Chartwell de México, S.A. de C.V. (*) Mexico DF Real Estate 100% 100% 5,426.69 5,827.72 (401.02) (5,640.38) 213.69<br />
Chartwell de Nuevo Laredo, S.A. de C.V. (*) Nuevo Laredo (Mexico) Hotel 100% 100% 597.47 841.68 (244.21) (1,183.43) 585.96<br />
Chartwell Inmobiliaria de Coatzacoalcos, S.A. de C.V. (*) Coatzacoalcos (Mexico) Hotel 100% 100% 2,498.43 3,417.62 (919.19) (1,785.88) (712.55)<br />
Chartwell Inmobiliaria de Juárez, S.A. de C.V. (*) Juarez (Mexico) Hotel 100% 100% 5,789.71 6,314.14 (524.43) (5,708.40) (81.31)<br />
Chartwell Inmobiliaria de Monterrey, S.A. de C.V. (*) Montrrey (Mexico) Hotel 100% 100% 5,596.00 7,077.29 (1,481.28) (5,520.98) (75.02)<br />
City Hotel SA (*) Buenos Aires Hotel 50% 50% 7,178.78 23,433.71 (8,918.32) (13,632.74) (882.64)<br />
Club Deportivo Sotogrande, S.A. San Roque Leisure 93.95% 93.95% 2,496.00 4,804.00 (239.00) (4,553.00) (12.00)<br />
Cofir, S.L. Madrid Holding 100% 100% 60.10 63.93 - (66.09) 2.16<br />
Columbia Palace Hotel S.A. (*) Montevideo Hotel 96.03% 96.03% 1,819.11 12,278.46 (12,501.39) (144.78) 367.70<br />
Comexotel SA (**) Brussels Hotel 100% 100% 182.05 1,197.61 (1,015.57) (123.14) (58.90)<br />
D'Assaut SA (**) Brussels Hotel 100% 100% 14,689.42 17,986.55 (3,297.13) (14,088.28) (601.14)<br />
De Nederlandse Club Ltd. (**) Somerset West w.o. activity 100% 100% 0.00 - 0.00 (0.00) -<br />
Desarrollo Inmobiliario Santa Fe Mexico DF Real Estate 50% 50% 5,842.60 13,241.98 (7,399.38) (6,000.45) 157.85<br />
Donnafugata Resort S.R.L Italy Leisure 50.68% 50.68% 2,700.00 15,827.00 (10,664.00) (5,161.00) (2.00)<br />
DFE Vastgoed B.V. Hilversum w.o. activity 100% 100% (185.37) - (185.37) 174.21 11.16<br />
EHVB SCRL (**) Diegem Holding 100% 100% 28,411.65 37,152.70 (8,741.05) (22,720.02) (5,691.64)<br />
Establecimientos Complementarios Hoteleros, S.A. Barcelona Hotel 100% 100% 839.26 9,401.64 (9,269.37) (756.13) 623.86<br />
Etudes & Entreprise (**) Brussels Hotel 100% 100% 2,124.25 10,936.18 (8,811.93) (1,716.08) (408.17)<br />
European Golf Booking Center, S.L. Madrid w.o. activity 100% 100% 87.77 171.20 (99.31) (87.64) 15.76<br />
Expl. mij. Grand Hotel Krasnapolsky B.V. Amsterdam Hotel 100% 100% 10,301.98 60,309.15 (50,007.17) (6,018.91) (4,283.07)<br />
Expl. Mij. Hotel Best B.V. Best Hotel 100% 100% 199.42 3,720.19 (3,520.77) 86,515.58 (86,715.00)<br />
Expl. mij. Hotel Caransa B.V. Amsterdam w.o. activity 100% 100% 309.70 - 309.70 (309.70) -<br />
Expl. mij. Hotel Doelen B.V. Amsterdam Hotel 100% 100% 2,469.65 5,442.57 (2,972.92) (1,639.79) (829.87)<br />
Expl. Mij. Hotel Naarden B.V. Naarden Hotel 100% 100% 310.09 7,420.74 (7,110.64) (238.54) (71.55)<br />
Expl. mij. Hotel Schiller B.V. Amsterdam Hotel 100% 100% 3,105.71 14,324.60 (11,218.89) (2,062.62) (1,043.09)<br />
Exploitatiemij. Alba Mechelen N.V. (**) Mechelen Hotel 100% 100% 835.55 2,530.80 (1,695.25) (792.63) (42.93)<br />
Exploitatiemij. Flanders Gent N.V. (**) Gent Hotel 100% 100% 3,127.38 3,877.60 (750.22) (2,915.28) (212.10)<br />
Exploitatiemij. Max NV (**) Brussels Hotel 100% 100% 31,673.78 36,338.61 (4,664.83) (31,259.30) (414.48)<br />
Exploitatiemij. Tropenhotel B.V. Amsterdam Hotel 100% 100% (11.90) 125.22 (137.12) 14.85 (2.96)<br />
Explotaciones Hoteleras Condor, S.L. Barcelona Hotel 55% 55% 298.88 1,446.03 (713.98) (694.10) (37.95)<br />
Fast Good América Madrid Restaurants 75% 75% 232.20 531.27 (301.31) (230.39) 0.42<br />
Fast Good Península Ibérica Madrid Restaurants 100% 100% 3.05 11,908.77 (13,872.75) 132.37 1,831.61<br />
Franquicias Lodge, S.A. de C.V. (*) Mexico DF Real Estate 100% 100% 435.05 617.39 (182.34) (451.40) 16.35<br />
Gran Círculo de Madrid, S.A. (*) Madrid Hotel 99% 99% 36,788.87 53,656.39 (17,414.71) (34,611.32) (1,630.35)<br />
Grande Jolly SRL. Milano Hotel 51% 51% 8,302.67 12,003.34 (3.34) (12,000.00) -<br />
Grupo Financiero de Intermediación y Estudios, S.A. Madrid Holding 100% 100% 360.60 572.33 (16.39) (574.54) 18.60<br />
Grupo Hotelero Querétaro, S.A. de C.V. Mexico DF Real Estate 50% 50% 1,199.36 1,200.09 (0.73) (1,252.93) 53.56<br />
HEM Atlanta Rotterdam B.V. Rotterdam Hotel 100% 100% 2,061.20 11,280.19 (9,218.99) (1,102.81) (958.39)<br />
HEM Distelkade Amsterdam B.V. Amsterdam Hotel 100% 100% 17,438.67 34,810.18 (17,371.51) (16,034.34) (1,404.33)<br />
HEM Epen Zuid Limburg B.V. Wittem Hotel 100% 100% 1,167.20 14,852.63 (13,685.43) (888.57) (278.63)<br />
HEM Forum Maastricht B.V. Maastricht Hotel 100% 100% 582.49 13,150.75 (12,568.26) (216.66) (365.83)<br />
HEM Jaarbeursplein Utrecht B.V. Utrecht Hotel 100% 100% 1,635.65 16,739.03 (15,103.38) (745.95) (889.70)<br />
HEM Janskerkhof Utrecht B.V. Utrecht Hotel 100% 100% 251.42 2,563.15 (2,311.72) (99.48) (151.94)<br />
HEM Marquette Heemskerk B.V. Heemskerk Hotel 100% 100% (626.73) 3,951.56 (4,578.29) 864.41 (237.68)<br />
HEM Onderlangs Arnhem B.V. Arnhem Hotel 100% 100% 328.70 4,633.23 (4,304.53) (217.10) (111.60)<br />
HEM Rokkeveen Zoetermeer B.V. Zoetermeer Hotel 100% 100% 82.11 6,525.91 (6,443.80) 23.55 (105.66)<br />
HEM Spuistraat Amsterdam B.V. Amsterdam Hotel 100% 100% 5,511.49 14,207.40 (8,695.91) (3,666.11) (1,845.37)<br />
HEM Stadhouderskade Amsterdam B.V. Amsterdam Hotel 100% 100% 4,905.40 24,520.86 (19,615.46) (3,376.70) (1,528.70)<br />
HEM Van Alphenstraat Zandvoort B.V. Zandvoort Hotel 100% 100% 658.11 11,024.89 (10,366.78) (254.82) (403.29)<br />
Highmark Geldrop B.V. Geldrop Hotel 100% 100% 706.10 5,682.97 (4,976.87) (448.39) (257.72)<br />
Highmark Hoofddorp B.V. Hoofddorp Hotel 100% 100% 5,402.35 28,324.98 (22,922.63) (4,408.50) (993.85)<br />
Hotel Albar Ciudad Albacete, S.L. Albacete Hotel 100% 100% 745.77 3,822.68 (2,561.66) (1,006.22) (254.80)<br />
Hotel Betriebsgesellschaft Luzern AG Luzern Hotel 100% 100% 1,650.00 2,280.64 (689.63) (1,588.78) (2.23)<br />
Hotel Ciutat de Mataró, S.A. Barcelona Hotel 50% 50% 1,077.58 21,197.15 (19,709.67) (1,096.24) (387.19)<br />
Hotel de Ville BV. Amsterdam Hotel 100% 100% (348.61) 2,499.89 (2,848.50) 704.10 (355.49)<br />
Hotel Expl.mij. Capelle a/d IJssel B.V. Capelle a/d Ijssel Hotel 100% 100% 3,349.62 6,558.53 (3,208.90) (3,233.33) (116.30)<br />
Hotel Expl.mij. Diegem N.V. (**) Diegem Hotel 100% 100% 1,326.69 24,874.66 (23,547.97) (1,673.10) 346.41<br />
Hotel Exploitation Meyrin SA Gn¡eneve Hotel 100% 100% 1,620.00 5,278.35 (3,112.44) (1,533.93) (631.98)<br />
Hotel Management Fribourg, S.A. Fribourg Hotel 100% 100% 601.79 14,083.39 (9,395.10) (4,372.52) (315.77)<br />
Hotel Palacio de Castilla, S.A. Salamanca Hotel 83% 83% 5,588.29 20,205.80 (15,933.73) (3,698.03) (574.04)<br />
Hoteleira Brasil Ltda. (*) Brasil Hotel 100% 100% 9,427.79 11,686.91 (1,062.31) (10,620.26) (4.33)<br />
Hotelera de la Parra, S.A. de C.V. (*) Mexico DF Hotel 100% 100% 16,932.28 33,950.03 (17,017.75) (17,112.67) 180.38<br />
<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006 63
Euros 000s<br />
% of voting<br />
rights Net value<br />
Principal % holding controlled recorded<br />
business of of parent by parent on parent Profit (loss)<br />
Address of investee company company company’s for the<br />
Investee company investee company in investee matriz books Assets Liabilities Equity year<br />
Hotelera Onubense, S.A. Huelva Hotel 99.45% 99.45% 5,462.27 11,199.15 (8,133.15) (2,875.90) (190.11)<br />
Hotelera Tlalnepantla, S.A. de C.V. Mexico DF Hotel 100% 100% (926.33) 24.32 (950.65) 962.32 (36.00)<br />
<strong>Hoteles</strong> Express, S.L. (*) Barcelona Hotel 100% 100% 7,448.19 73,026.38 (63,798.21) (7,327.78) (1,900.39)<br />
<strong>Hoteles</strong> y Gestión Sotogrande, S.L. San Roque Hotel 100% 100% 9,104.00 14,377.00 (13,865.00) (1,684.00) 1,172.00<br />
Inmobiliaria y Financiera Aconcagua SA (*) Buenos Aires Hotel 50% 50% 420.88 1,967.76 (1,098.22) (578.41) (291.12)<br />
Immobiliare 4 Canti SRL. Messina Hotel 50% 50% 915.67 2,626.84 (1,708.70) (931.80) 13.66<br />
Inversores y Gestores Asociados, S.A. Madrid Holding 100% 100% 3,001.76 1,980.12 (1,725.45) (313.98) 59.31<br />
Jan Tabak N.V. (**) Bussum Hotel 56% 56% 6,956.98 11,194.17 (4,237.19) (7,507.77) 550.79<br />
Koningshof B.V. Veldhoven Hotel 100% 100% 21,705.69 69,827.92 (48,122.23) (19,873.51) (1,832.18)<br />
Krasnapolsky Belgian Shares B.V. Hilversum Holding 100% 100% (8,521.77) 53.01 (8,574.78) 8,521.77 -<br />
Krasnapolsky Events B.V. Amsterdam w.o. activity 100% 100% 69.12 70.15 (1.03) (71.57) 2.45<br />
Krasnapolsky H&R Onroerend Goed B.V. Hilversum Real Estate 100% 100% 79,336.48 114,581.01 (35,244.53) (85,342.30) 6,005.82<br />
Krasnapolsky <strong>Hotels</strong> & Restaurants N.V. (**) Hilversum Holding 100% 100% 440,571.54 359,462.67 81,108.87 (474,019.89) 33,448.36<br />
Krasnapolsky <strong>Hotels</strong> Ltd (**) Somerset West Hotel 100% 100% 953.98 1,847.28 (893.30) (857.27) (96.71)<br />
Krasnapolsky ICT B.V. Hilversum Otra actividad 100% 100% 15.54 15.54 - (15.54) -<br />
Krasnapolsky International Holding B.V. Hilversum Holding 100% 100% (2,760.28) 5,209.20 (7,969.48) 3,672.94 (912.65)<br />
Krasnapolsky Management B.V. Amsterdam w.o. activity 100% 100% (34.48) - (34.48) 86.71 (52.22)<br />
Latina Chile SA (*) Santiago de Chile Hotel 100% 100% 12,753.18 13,096.34 (341.63) (12,126.93) (627.78)<br />
Latina de Gestión Hotelera, S.A. (*) Buenos Aires Hotel 100% 100% 47,376.58 74,677.46 (15,796.00) (55,287.14) (3,594.33)<br />
Latinoamericana de Gestión Hotelera, S.A. (*) Madrid Hotel 64.56% 64.56% 136,439.48 129,187.19 (19,995.85) (108,755.75) (435.59)<br />
Leeuwenhorst Congres Center B.V. Noordwijkerhout Hotel 100% 100% 39,486.24 92,506.05 (53,019.81) (37,538.32) (1,947.92)<br />
Lenguados Vivos, S.L. Madrid Hotel 100% 100% 3.02 288.35 (662.30) 395.90 (21.95)<br />
Marquette Beheer B.V. Hilversum Real Estate 100% 100% 163,640.93 212,649.86 (49,008.93) (174,419.79) 10,778.86<br />
Museum Quarter B.V. Amsterdam Hotel 100% 100% 2,029.48 13,826.78 (11,797.29) (1,566.78) (462.70)<br />
Nacional Hispana de <strong>Hoteles</strong>, S.A. (*) México DF Hotel 100% 100% 101,744.89 112,875.70 (4,037.19) (107,442.73) (1,395.78)<br />
<strong>NH</strong> Caribbean Management B.V. Hilversum Management 100% 100% (100.19) 11.66 (111.85) 157.58 (57.40)<br />
<strong>NH</strong> Central Europe Gmbh & Co. KG (**) Germany Hotel 100% 100% 126,440.88 132,446.53 (62,976.55) (69,729.78) 259.80<br />
<strong>NH</strong> Domo y Decoración ,S.L. Madrid Decoration 50% 50% 1.55 3.54 (3.23) (2.41) 2.11<br />
<strong>NH</strong> Framon Italy <strong>Hotels</strong> Management SRL Milano Hotel 100% 100% 36,583.45 36,783.30 (4,675.47) (32,117.03) 9.21<br />
<strong>NH</strong> Hotel Ciutat de Reus, S.A. Barcelona Hotel 90% 90% 1,118.15 14,922.54 (13,652.11) (902.09) (368.35)<br />
<strong>NH</strong> Hotel Rallye, S.A. (*) Barcelona Hotel 100% 100% 67,600.16 520,643.39 (518,547.83) (1,518.22) (577.34)<br />
<strong>NH</strong> <strong>Hoteles</strong> Austria GmbH (**) Vienna Hotel 80% 80% 8.64 13.86 (13.21) (1.53) 0.88<br />
<strong>NH</strong> <strong>Hoteles</strong> Deutschand GmbH (**) Berlin Hotel 80% 80% 61.43 87.82 (74.12) (17.48) 3.79<br />
<strong>NH</strong> <strong>Hoteles</strong> Participaties, NV (**) Hilversum Holding 100% 100% 225,553.56 535,142.00 (26,037.00) (545,022.00) 35,917.00<br />
<strong>NH</strong> <strong>Hoteles</strong> Rumania S.R.L. Bucarest Hotel 100% 100% 222.56 - - - -<br />
<strong>NH</strong> <strong>Hotels</strong> USA, Inc Houston (USA) Real Estate 100% 100% 181.50 284.88 (103.38) (154.02) (27.48)<br />
<strong>NH</strong> Hungary Hotel Management Ltd. (**) Budapest Hotel 100% 100% 0.01 1,520.00 (1,319.00) (430.00) (158.00)<br />
<strong>NH</strong> Italia S.r.l. Milano Hotel 51% 51% 151,298.29 287,698.04 (4,210.53) (287,861.19) 4,373.68<br />
<strong>NH</strong> Lagasca, S.A. Barcelona Hotel 100% 100% 643.38 37,411.62 (33,032.39) (3,242.64) (1,136.59)<br />
<strong>NH</strong> Laguna Palace SpA Mestre - VE Hotel 100% 100% 11,352.74 16,322.15 (5,557.57) (11,978.24) 1,213.67<br />
<strong>NH</strong> Las Palmas, S.A. (*) Gran Canaria Hotel 73.87% 73.87% 12,275.33 28,510.59 (13,552.64) (14,170.68) (787.27)<br />
<strong>NH</strong> Logroño, S.A. Logroño Hotel 76.47% 76.47% 598.65 13,502.00 (11,604.35) (1,575.98) (321.67)<br />
<strong>NH</strong> Málaga, S.A. (*) Málaga Hotel 100% 100% 2,369.31 33,623.96 (28,649.53) (3,043.32) (1,931.11)<br />
<strong>NH</strong> Management Black Sea S.R.L. Bucarest Hotel 100% 100% 29.00 880.00 (130.00) (560.00) (190.00)<br />
<strong>NH</strong> Marin, S.A. (*) Málaga Hotel 50.00% 50.00% 1,423.74 14,378.87 (11,182.03) (2,168.78) (1,028.06)<br />
<strong>NH</strong> Numancia, S.A. Barcelona Hotel 51% 51% 538.71 13,206.16 (12,830.31) (181.56) (194.29)<br />
<strong>NH</strong> Pamplona, S.A. (*) Madrid Hotel 100% 100% 13,409.81 54,786.68 (41,630.94) (12,244.43) (911.31)<br />
<strong>NH</strong> Private Equity, BV Holland Holding 100% 100% 568.11 5,300.53 (4,732.43) (119.42) (448.69)<br />
<strong>NH</strong> Profesional Realizado y Organizado S.L. Madrid Educational 100% 100% 1.89 3.22 (1.57) (1.76) 0.11<br />
<strong>NH</strong> Rallye Krasnapolsky Germany Holding BV Germany Hotel 100% 100% (10,180.90) 9,869.01 (2,259.47) (7,862.12) 252.58<br />
<strong>NH</strong> Rallye Portugal Lda. Portugal Hotel 100% 100% (47.57) 1,688.61 (1,539.78) (47.58) (101.25)<br />
<strong>NH</strong> Romania S.R.L. Rumania Hotel 100% 100% 227.56 1.00 (6.00) - 4.00<br />
<strong>NH</strong> Santander, S.A. Santander Hotel 100% 100% 7,750.04 33,035.36 (31,003.36) (924.32) (1,107.68)<br />
<strong>NH</strong> The Netherlands B.V. (vh GTI B.V.) Hilversum Holding 100% 100% 284,758.81 212,160.58 72,598.23 (321,890.59) 37,131.78<br />
<strong>NH</strong> Tortona Srl Milano Hotel 70% 70% 264.29 10,431.12 (12,109.07) (400.97) 2,078.92<br />
<strong>NH</strong> University, S.L. Barcelona Hotel 100% 100% 30.30 956.23 (902.16) (54.25) 0.18<br />
Nuevos Espacios Hoteleros, S.L. Madrid Hotel 50% 50% 1,452.71 18,212.74 (17,804.31) (971.79) 563.36<br />
Olofskapel Monumenten B.V. Amsterdam Real Estate 100% 100% (100.19) 11.66 (111.85) 157.58 (57.40)<br />
Operadora Nacional Hispana, S.A. De C.V. (*) Mexico DF Real Estate 100% 100% 3,938.89 10,520.10 (6,581.21) (3,378.93) (559.96)<br />
Palatium Amstelodamum N.V. Amsterdam Hotel 100% 100% 6,488.15 33,045.00 (26,556.85) (4,806.91) (1,681.24)<br />
Panorama Hotel SA (*) Córdoba (Argentina) Hotel 100% 100% 6,100.88 6,186.25 (84.75) (5,788.71) (312.78)<br />
Rest. d'Vijff vlieghen en Moeder Hendrina B.V. Amsterdam Holding 100% 100% 154.03 - 154.03 (154.03) -<br />
Restaurant D'Vijff Vlieghen B.V. Amsterdam Restaurants 100% 100% 1,390.81 3,095.29 (1,704.48) (1,101.11) (289.70)<br />
Retail Invest, S.A. Madrid Hotel 100% 100% 24,604.36 18,326.54 (19,418.90) 978.04 114.32<br />
Satme SRL. Messina Hotel 100% 100% 9,500.00 20,844.50 (16,686.13) (4,387.80) 229.43<br />
Servicios Chartwell de Nuevo Laredo, S.A. de C.V. (*) Nuevo Laredo (Mexico) Real Estate 100% 100% (19.61) 109.80 (129.41) 7.46 12.14<br />
Servicios Corporativos Chartwell Aeropuerto, S.A. de C.V. (*) Mexico DF Real Estate 100% 100% - - - (2.20) 2.20<br />
Servicios Corporativos Chartwell Coatzacoalcos, S.A. de C.V. (*) Coatzacoalcos (Mexico) Real Estate 100% 100% (5.97) 38.46 (44.43) 5.90 0.07<br />
Servicios Corporativos Chartwell Juárez, S.A. de C.V. (*) Juarez (Mexico) Real Estate 100% 100% - - - (4.93) 4.93<br />
Servicios Corporativos Chartwell Monterrey, S.A. de C.V. (*) Montrrey (Mexico) Real Estate 100% 100% 9.44 97.60 (88.16) (14.61) 5.17<br />
Servicios Corporativos Hoteleros, S.A. de C.V. (*) Mexico DF Real Estate 100% 100% 366.33 1,161.32 (794.99) (409.49) 43.16<br />
Servicios Corporativos Krystal Zona Rosa, S.A. de C.V. (*) Mexico DF Real Estate 100% 100% (94.70) 270.96 (365.66) 91.43 3.27<br />
Servicios de Operación Turística, S.A. de C.V. (*) Guadalajra (Mexico) Real Estate 100% 100% 150.10 426.29 (276.19) (130.48) (19.62)<br />
Servicios é Inmuebles Turísticos, S.A. de C.V. (*) Guadalajra (Mexico) Hotel 100% 100% 66,847.99 69,847.69 (3,714.71) (64,659.01) (1,473.97)<br />
Servicios Hoteleros Tlalnepantla, S.A. de C.V. (*) Mexico DF Real Estate 100% 100% (5.39) 3.66 (9.05) 5.39 -<br />
Sotogrande, S.A. (*) Cádiz Real Estate 96.68% 96.68% 201,011.36 266,299.00 (54,524.00) (201,149.00) (10,626.00)<br />
Stadskasteel Oudaen B.V. Utrecht w.o. activity 100% 100% (1,099.76) - (1,099.76) 1,099.87 (0.11)<br />
t Goude Hooft B.V. The Hague w.o. activity 100% 100% (1,076.08) - (1,076.08) 1,076.08 -<br />
Toralo S.A. (*) Uruguay Hotel 100% 100% 1,576.71 8,171.00 (2,340.00) (6,222.00) 391.00<br />
VSOP VIII B.V. (**) Groningen Hotel 50% 50% 921.33 6,706.68 (5,785.35) (548.76) (372.57)<br />
(*) Companies audited by Deloitte<br />
(**) Companies audited by PriceWaterhouseCoopers<br />
64<br />
<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006
APPENDIX II: JOINT VENTURES<br />
The following table gives information on the Company's joint ventures as 31 December 2006:<br />
Euros 000s<br />
% of voting Net value<br />
Principal % holding rights recorded<br />
business of of parent controlled on parent Profit (loss)<br />
Address of investee company by parent company’s for the<br />
Investee commpany investee company in investee company books Assets Liabilities Equity year<br />
Los Alcornoques de Sotogrande, S.L. San Roque Real Estate 50% 50% 250.00 15,037.00 (14,537.00) (500.00) -<br />
Resco Sotogrande, S.L. San Roque Real Estate 50% 50% 817.00 15,744.00 (13,252.00) (2,514.00) 22.00<br />
Residencial Marlin, S.L. (*) San Roque Real Estate 50% 50% 1,500.00 68,634.00 (66,013.00) (2,531.00) (90.00)<br />
(*) Sociedad auditada por Deloitte<br />
APPENDIX III: ASSOCIATED COMPANIES<br />
The following table gives information on the Company's associated companies as 31 December 2006:<br />
Euros 000s<br />
Method used % voting rights Profit (loss)<br />
to account for controlled by Net book for the<br />
Company Address Business investment % holding <strong>NH</strong> <strong>Hoteles</strong> on books Assets Liabilities Equity year<br />
Fonfir 1, S.L. Madrid Real Estate Equity method 50% 50% 16 200 (230) (13) 43<br />
Jolly <strong>Hotels</strong>, SpA (*) (***) Italy Hotel Equity method 20% 20% 35,496 417,515 (354,892) (68,144) 5,522<br />
Palacio de la Merced, S.A. Burgos Hotel Equity method 25% 25% 1,115 26,818 (21,755) (4,913) (150)<br />
Harrington Hall Hotel, Ltd. (**) (***) London Hotel Equity method 25% 25% 1,365 73,298 (70,408) (2,463) (427)<br />
Caribe Puerto Morelos, S.A. de C.V. (**) México D.F. Real Estate Equity method 100% 100% 29,044 28,299 - (28,299) -<br />
Corporación Hotelera Dominicana, S.A. (**) Santo Domingo Real Estate Equity method 25% 25% 15,493 62,158 (1,517) (60,657) 16<br />
Corporación Hotelera Oriental, S.A. (**) Santo Domingo Hotel Equity method 25% 25% 1,905 8,310 (740) (7,583) 13<br />
Promociones Marina Morelos, S.A. de C.V. (**) Cancún Hotel Equity method 20% 20% 4,803 10,960 - (10,960) -<br />
Losan Investment,Ltd. (**) London Hotel Equity method 30% 30% 2,192 50,028 (43,486) (6,106) (436)<br />
(*) Records net equity for 2005 and an estimate of profit (loss) for 2006<br />
(**) See Note 2.4.6<br />
(***) Companies audited by Deloitte<br />
<strong>NH</strong> <strong>Consolidated</strong> financial statements 2006 65
www.nh-hotels.com<br />
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28003 • Madrid • Spain<br />
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Due to its commitment to Environmental Conservation,<br />
<strong>NH</strong> <strong>Hotels</strong> has printed this Report on a paper<br />
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uncoloured recycled fibre.<br />
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