REPORT ON THE CONSOLIDATED
FINANCIAL STATEMENTS
NH HOTELES, S.A. AND SUBSIDIARIES
REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS FOR 2012
1.
ACTIVITY AND COMPOSITION OF THE PARENT COMPANY
NH HOTELES, S.A. (hereinafter the Parent Company) was incorporated as a public limited company in Spain on 23 December 1881 under the trade
name “Material para Ferrocarriles y Construcciones, S.A.”, which was subsequently changed to “Material y Construcciones, S.A.” (MACOSA) and later to
“
Corporación Arco, S.A.”
In 1992, Corporación Arco, S.A. took over Corporación Financiera Reunida, S.A. (COFIR), while at the same time adopting the trade name of the company
taken over and amending its corporate purpose to the new activity of the Parent Company, which focused on the management of its shareholding portfolio.
In 1998, Corporación Financiera Reunida, S.A. (COFIR) merged with Grupo Catalán, S.L. and its subsidiaries and Gestión NH, S.A. through the absorption
of these companies by the former. Subsequently, Corporación Financiera Reunida, S.A. (COFIR) took over NH Hoteles, S.A., adopted its trade name and
broadened its corporate purpose to allow for the direct performance of hotel activities, activities in which it had already been engaged indirectly through its
subsidiaries.
Information on these mergers can be found in the financial statements of the years in which said transactions took place.
In October 1999, a public take-over bid for 100% of the capital of Sotogrande, S.A. was launched, which has allowed the Company to hold a permanent
controlling interest exceeding 75%.
An essentially European expansion strategy was initiated in 2000 aimed at creating a strong global brand in the urban hotel segment through the incorporation
of the Dutch hotel company “Krasnapolsky Hotels and Restaurants N.V.”, followed by the acquisition of the Mexican company “Nacional Hispana de Hoteles,
S.R.L de C.V.” in June 2001 and the purchase of the German hotel company “Astron Hotels” in 2002.
Between 2003 and 2005, the Group’s organic growth allowed it to enter different European markets, such as Italy and Romania, as well as new cities such as
London. It also entered the quality tourist sector, with a significant real estate component, in 2005 with projects in Cap Cana (Dominican Republic) and the
Mayan Riviera (Mexico).
Having consolidated acquisitions made in preceding periods, the Group continued its international expansion strategy in 2007 and 2008 through the
acquisition of the Italian Framon and Jolly Hotel chains.
The Group entered into an agreement with Grupo Inversor Hesperia, S.A. (hereinafter “Hesperia”) in 2009 to merge their respective hotel management
businesses. As a result, the Group now manages 49 hotels owned or operated by Hesperia.
The Parent Company heads a group of subsidiary companies engaged in the same activity, which together with NH Hoteles, S.A. comprise NH Hoteles Group
(
hereinafter the “Group” – see Annexes I, II and III).
At the end of 2012, the Group was operating hotels in 25 countries, with 391 hotels and 58,853 rooms, of which around 78% are located in Spain, Germany,
Italy and the Benelux.
NH Hoteles, S.A. has its registered address in Madrid.
2.
BASIS OF PRESENTATION OF THE CONSOLIDATED FINANCIAL
STATEMENTS AND CONSOLIDATION PRINCIPLES
2.1
Basis of presentation of the Financial Statements
The consolidated annual accounts for 2012 were drawn up by the Directors of NH Hoteles, S.A. at the Board meeting held on 20 March 2013 in
accordance with the Group’s legal framework. This framework is set forth in the Code of Commerce and business law, and in the International
Financial Reporting Standards (hereinafter IFRS) adopted by the European Union in accordance with Regulation (EC) No. 1606/2002 of the
European Parliament and Act 62/2003 of 30 December on Fiscal, Administrative and Social Measures, and as such present a true image of the
Group’s equity and financial situation at 31 December 2012 and of the results of Group’s transactions, changes in equity and cash flows during the
financial year ending on said date.
REPORT ON THE CONSOLIDATED
FINANCIAL STATEMENTS
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