neinver.com

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neinver.com

NEINVER
Francisca Delgado, 11
5ª planta Arroyo de la Vega
28108 Alcobendas
Madrid España
neinver.com
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THE NEINVER GROUP IN 2010_
Contents_
004
006
016
030
042
050
MESSAGE FROM THE CHAIRMAN_
THE NEINVER GROUP_
PROPERTY DEVELOPMENT_
ASSET MANAGEMENT_
FUND MANAGEMENT_
CONSOLIDATED FINANCIAL STATEMENT_
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Message from the Chairman_
The year 2010 was marked by important
changes in the economic and financial
model in Europe. International authorities
issued new guidelines and rules of play to
ensure the world economy’s solvency and
sustainability. The economic situation required taking a series of measures to let
businesses and society face the future with
confidence.
In this context of rebuilding the financial
system, the NEINVER Group was able to
effectively face its main strategic challenges. Having complied for years with the
principle of solvency, it has been able to
retain the trust of merchants and economic
operators alike.
In financial year 2010, NEINVER continued
on its path of growth and became Europe’s
second-largest operator of outlet centres.
NEINVER has consolidated its position as
a leading, stable, far-reaching corporate
group. This is a place that NEINVER is
working hard to maintain and bolster in the
future.
Throughout 2010 we reinforced our leadership by developing and managing
strategic projects, mainly retail and outlet
spaces, which let the company distinguish
itself with new architectural solutions and
new services to our clients.
In addition, 2010 was the year of our clear
commitment to sustainability (as a cornerstone of innovation in all our development
projects through environmental certification of all new construction). It was also the
year in which we built a unified European
platform of best-in-class outlet centres under a single brand that leverages synergies
for our shop operators. And it was the year
of developing a new outlet centre concept
to respond to operators’ and shoppers’
future needs.
Throughout this 2010 Annual Report, I invite you to explore, in detail, the work our
company has performed this year. And, in
particular, the NEINVER team’s ability to
transform its labours into value for clients,
investors and shareholders.
Madrid, May 2011
Mr. José María Losantos del Campo
NEINVER’s group Chairman
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The
NEINVER
Group
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The NEINVER Group_
The NEINVER Group is one of Europe’s
leading property development companies, backed by 100% Spanish capital,
with operations in six European countries:
Spain, Italy, Poland, Portugal, Germany
and France.
Since its founding in 1969, NEINVER has
been defined by its comprehensive vision
of the property business. Throughout its
more than 42-year history, NEINVER has
been able to effectively combine and manage every phase of the property cycle:
design, development, marketing, management, financing and seeking sales options
in the marketplace.
NEINVER Headquarters, Spain.
This innovative approach and the Group’s
long-term strategy have allowed the company to grow steadily over time, gradually diversifying its products, business lines
and the countries in which it operates.
In 2010 NEINVER kept its existing business structure, leveraging its asset-management business (its own assets and
others’) while continuing the process of selling non-strategic assets that are not part
of the Group’s core business areas. Thus
the fees the Group collected for asset management and fund management rose by
27% in 2010 to constitute 30% of net sales, up from 22% the previous year.
The Group’s business activities are carried out by 252 professionals in these six
countries, including 130 professionals at
its corporate headquarters in Madrid. One
key factor when exporting NEINVER’s
success to different countries is that its
activities are performed by a team that
works on two levels: corporate and local.
The corporate level conveys and implements the Group’s policies in each country, maintains global relations and transfers
knowledge to each new region. The local
level carries out the policies, adapting
them to each market’s requirements.
NEINVER’s operations can therefore
combine its global knowledge with the
best practices yielded by its experience in
each country. This decentralised yet integrated focus, along with the Group’s longterm strategy, has allowed NEINVER to
grow steadily while gradually diversifying
its products, business lines and the countries in which it operates.
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GLA (sq.m.)
210,745
117,491
28,790
58,128
28,110
-
443,264
Market value
(thousands of €)
540,584
358,180
111,400
271,800
144,200
-
1,426,164
Pipeline projects
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3
2
-
-
2
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63,173
111,555
37,200
-
-
46,600
258,528
Assets
Projects GLA
TOTAL
FRANCE
Below is a breakdown of the assets managed by NEINVER in each country:
GERMANY
Since its first international experience in
Poland in 2002, the Group has continued to diversify geographically by ex-
porting its business lines (development,
management and investment) to the other
European countries where it does business:
Portugal and Italy first, and Germany and
France more recently. To accomplish this,
NEINVER has set up local teams built on a
global corporate platform that can bolster
the value of its projects.
ITALY
Since 2000, NEINVER has been committed to a strategy of internationally diversifying its property-related operations as a
key tool for the company’s growth.
NEINVER’s operations in Europe_
PORTUGAL
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POLAND
SPAIN
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Based on market value, below is a breakdown of the managed assets’ geographic
diversification:
Geographical breakdown by sq.m. managed
Geographical breakdown by market value
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2010 Highlights_
In 2010 NEINVER solidified its position
as Europe’s second-largest operator of
outlet centres based on total floor area
managed, with an 11% market share and
more than 242,000 sq.m.. Today, in addition to Spain, it has operations in Portugal,
Italy, Poland, Germany and France.
Signing a strategic alliance with MAB
Development to create outlet projects
in France and Germany is another of
NEINVER’s achievements towards remaining a leader in the outlet sector in
Europe. In April 2010 NEINVER signed
an agreement with MAB Development,
the property subsidiary of the Dutch bank,
Rabo Bank, for joint development of projects in France and Germany over the
coming years. MAB’s experience in developing shopping centres in France will
help NEINVER position itself as one of the
top operators in the French market, while
NEINVER’s experience in developing the
outlet concept will be decisive in helping
MAB Development expand its presence
in those markets. Also, over the course of
2010, phase 3 of Vicolungo The Style
Outlets (Italy) opened for business,
adding 3,718 sq.m. of leasable area to the
previously existing 30,740 sq.m., and phase 4 of Zweibrücken The Style Outlets
(Germany) opened, increasing the centre’s
GLA from 23,600 sq.m. to 28,110 sq.m.
Throughout 2010 NEINVER focused on
creating a unified European platform of
outlet centres called The Style Outlets,
another of the company’s great strategic
objectives. This way the shop operators
are offered the chance to develop an outlet
strategy for all of Europe, by going into six
different European markets through NEINVER and The Style Outlets.
Also in 2010, construction began for the
redevelopment of the Katowice, Poland
city centre. The work includes building a
railway station, a Shopping Centre with a
leasable area of more than 42,000 sq.m.
and the construction of office buildings,
with a total investment of more than 200
million euros. The project will be developed
jointly by NEINVER, Polish State Railways
and Meyer Bergman, a British property
fund specialised in investing in shopping
centres. NEINVER has assumed project
leadership, taking responsibility for the
project’s design, execution, marketing and
management.
As part of its policy of strategic alliances,
NEINVER sold 75% of its interest in the
Galería Malta shopping centre in Poznan, Poland (more than 54,000 sq.m. of
leasable space, which opened for business
in March 2009) to the Heitman European
Property Partners IV (HEPP IV) investment
fund. NEINVER retains management of
the asset and 25% ownership, which ensures an ongoing effort by both parties to
continue to increase the asset’s value in
the coming years.
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Principal results for the financial year_
The Group’s profit after tax in 2010 totalled
21.3 million euros. Income from rentals,
asset management and fund management rose in 2010 to 52.6 million euros.
Thus the fees the Group collected for its
management work rose by 27% in 2010 to
constitute 30% of net sales, up from 22%
in 2009.
The Group’s net debt on 31 December
2010 totalled 423.2 million euros, down
16.3% from the net debt for the previous
financial year (505.8 million euros) The
market value of the Group’s assets totalled 1,013.6 million euros (1,099.9 million
euros on 31 December 2009), which in
comparative terms means a 6.1% increase
from the previous year. That market value
means the Group’s loan-to-value ratio was
50.2% on 31 December 2010, 3.0 points
lower than on 31 December 2009 (53.2%).
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Leaders in
property
development
Property Development_
For more than 40 years, NEINVER has developed property assets for various uses:
Retail, Leisure, Industrial and Offices. Its
continual diversification of products and
its specialisation in the retail area over the
past decade has allowed it to grow and
strengthen itself into one of the most solid, sustainable companies in international
business.
Integrated approach_
NEINVER vertically integrates all phases of
the property development value chain.
Project Identification and Development:
NEINVER analyses the macroeconomic situation and changes in the property sector
in the countries where it operates, constantly assessing new investment opportunities.
Designing the Business Plan: Once a location or asset has been identified as an
opportunity, NEINVER develops a multidisciplinary Business Plan to determine its viability. This process guarantees that the key
aspects of each investment will be taken
into consideration.
Acquisition/Construction and Execution: Once the investment has been ap-
Galería Malta in Poland.
proved, NEINVER executes the acquisition
or develops the project, leveraging all of its
capabilities. NEINVER tailors each project
to the specific needs of each region, each
shop operator and the end consumers,
bearing in mind their different consumption
habits.
Financing: For each investment project,
NEINVER negotiates financing for both the
development period and the subsequent
investment period.
In 2010, NEINVER launched the third phase of Vicolungo The Style Outlets in Italy
and the fourth phase of Zweibrücken The
Style Outlets in Germany (developed directly by IRUS), with a total of 8,228 m2
of leasable area and a total investment of
more than 19.5 million euros.
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Efficient, sustainable development_
NEINVER competes effectively in property
development thanks to a multidisciplinary
team of professionals with outstanding experience in asset design and development.
The Group’s distinctive value revolves
around two facets:
•
First, compliance with development
deadline and budget commitments.
•
And second, projects characterised
by sustainable design that meets the
most exacting environmental efficiency requirements: environmental impact, energy efficiency, recycling and
waste processing.
After years of working to incorporate sustainable criteria into its projects, in 2009
Strong marketing ability_
NEINVER obtained the first environmental
certification for a company asset, issued
by an International Assessment Body:
BREEAM* Europe. This certificate was
granted to Coruña The Style Outlets, a project that opened for business in May 2011.
NEINVER has also developed systems
and procedures to turn the buildings it
manages into buildings that reduce energy
consumption and greenhouse gas emissions. Thus, compared to 2007, the assets
managed by NEINVER have reduced their
energy consumption by 20% and reduced
their CO2 emissions by 35%.
In 2010, NEINVER signed 320 new leases
(up from 243 in 2009) in the six European
countries where it does business, for a total of 78,298 sq.m. (66,398 sq.m. in 2009)
with a significant increase in the quality of its
shop operators and the mix of businesses
in the centres. Its portfolio has been enriched extraordinarily by adding new major
brands of great value to shoppers.
NEINVER currently manages more than
1,300 shop locations, occupied by more
than 800 different operators.
Local teams supporting the shop operators
The leasing teams throughout Europe
consist of corporate staff and people
from that country. The latter work closely
with the local shop operators on the national level. Additionally, the projects benefit from the relationships established at
the corporate level for all of the countries.
NEINVER’s structure creates synergies
and strengthens worldwide business
relationships, offering any operator the
chance to do business in six European
countries and more than 20 locations.
Today about 30% of the shop operators
are present in more than one location
managed by the NEINVER Group.
Energy consumption 2007-2010 (where 2007=100%)
Number of leases signed in 2010, by country
KWh/sq.m./year
KWh/occupancy/year
Kg CO2 /sq.m./year
Kg CO2 /occupancy/year
* BREEAM was developed in 1990 by an independent organisation, the British Research Establishment (BRE), as a tool to evaluate the
sustainability of construction projects. Initially it was implemented in the United Kingdom. Later it was reworked to comply with European
regulations and those of each country, which simplifies its justification based on standards that have already been implemented. In 2008,
the ICSC adopted this certificate as a common environmental evaluation method for Shopping Centres developed in Europe. The BREEAM
Europe Retail 2008 tool is suited for certifying Shopping Centres based on European standards.
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Strong marketing ability_
Sq.m. marketed in 2010, by country
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New projects and development_
NEINVER’s goals for 2011 include the opening of several projects: Coruña The Style
Outlets (Spain), Factory Krakow (Poland)
and Bricor Nassica in Portugal, with a total investment of more than 87 million euros
and a leasable area of 68,200 sq.m..
ming years. These new development projects total 258,528 sq.m. of leasable area.
Of this area, 58.1% consists of outlet centre
projects, 34.5% non-outlet retail space, and
7.4% non-retail projects.
The types of projects in the portfolio are:
At the same time, NEINVER is working on
different projects that will open in the co-
PROJECT
Nº OF PROJECTS
sq.m. GLA
%
Retail - Outlet
6
150,100
58.1%
Retail
3
89,255
34.5%
Industrial
2
19,173
7.4%
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258,528
100%
Total
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Types of projects in the portfolio
Geographical breakdown of new projects
COUNTRY
PROJECTS
GLA
%
SPAIN
4
63,173
24.4%
FRANCE
2
46,600
18.0%
POLAND
3
111,555
43.2%
PORTUGAL
2
37,200
14.4%
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258,528
100%
Total
Finally, the geographical breakdown according to the type of project is as follows:
Retail-Outlet
Retail
Industrial
TOTAL
SPAIN
22,000
22,000
19,173
63,173
FRANCE
46,600
-
-
46,600
POLAND
59,300
52,255
-
111,555
PORTUGAL
22,200
15,000
-
37,200
150,100
89,255
19,173
258,528
COUNTRY
Total
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Main development projects_
Outlet:
Outlet:
CORUÑA THE STYLE OUTLETS
FACTORY KRAKOW
(Poland)
(Spain)
Located in Krakow, in southern Poland,
FACTORY Krakow will be the fourth outlet
centre developed by NEINVER in Poland,
and the one with the largest gross leasable
area: about 22,000 sq.m.. The project combines a 120-shop outlet centre with a park
containing 30 retail warehouses (an addi-
FACTORY Krakow, Poland.
It has a gross leasable area of 12,600 sq.m.
divided into 76 shops and 800 parking
spaces. Coruña The Style Outlets opened
for business in May 2011 and was very well
received by the public. These outlets bring
major national and international brands to
the more than 1.1 million residents and
more than 3.5 million tourists per year who
visit the catchment area.
Coruña The Style Outlets, Spain.
Developed in A Coruña, in north-eastern Spain, Coruña The Style Outlets is
NEINVER’s fifth outlet centre in Spain.
tional 19,000 sq.m. of GLA). There will be
1,200 parking spaces. This centre will open
to the public in the third quarter of 2011.
The project’s catchment area has 2,890,000
residents within 60 minutes’ travel.
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Retail + Multifunctional Complex:
Outlet:
ROPPENHEIM THE STYLE OUTLETS
GALERIA KATOWICKA
(France)
(Poland)
complex with 50,000 sq.m. of GLA, located in the heart of the city centre, and will
also contain Katowice’s train station. The
property will open for business in 2013.
NEINVER is developing a new outlet
centre in Alsace, France, which will open
for business in 2012. Roppenheim The
Style Outlets, with 27,200 sq.m. of GLA,
will be NEINVER’s first centre in France,
and its first project jointly developed with
MAB DEVELOPMENT. It is located in a
Roppenheim The Style Outlets, France.
Galería Katowicka, Poland.
Galeria Katowicka is NEINVER’s upcoming major development project in Poland,
a new challenge for the company. It involves the three-phase development and future management of a shopping and office
catchment area with 14.5 million consumers, near the border between Luxembourg and Germany. The centre will feature cutting-edge architecture and large
spaces, and will be respectful of the environment and its surroundings.
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Asset
management,
a NEINVER
value
ASSET MANAGEMENT_
Asset Management_
As of 31 December 2010, the NEINVER
Group manages 36 properties owned by
the Group or by third parties, for industrial, office and retail use with a total area
of more than 443,000 sq.m. (2.0% higher
than the area managed in 2009) spread
over five European countries. The Group
does this through specialised local teams
with more than ten years of international
experience.
Throughout 2010 NEINVER solidified its
position as Europe’s second-largest operator of outlet centres based on total floor
area managed, with more than 230,000
sq.m. of leasable area.
The asset management work done by
NEINVER Asset Management is a key
factor in NEINVER’s current and future
strategy. Its goal is to bring added value to
Vila do Conde The Style Outlets, Portugal.
property management: greater profitability,
optimisation of resources, energy efficiency, cost savings and increased customer
satisfaction. That is why it engages in “active management”, using the relationships
the NEINVER Group has built over time
with shop operators, suppliers and shoppers. All processes are aligned to improve
the assets’ value and increase the operators’ satisfaction. To achieve this, the
NEINVER Asset Management team is focusing on getting its work processes certified as part of ongoing improvement. In
2010 it obtained several internationally recognised certifications including ISO 9001:
Quality Management, ISO 14001: Environmental Management and OHSAS 18000:
Health and Safety Management.
NEINVER Asset Management specialises
in three main areas:
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ASSET MANAGEMENT_
ASSET MANAGEMENT_
Asset Management_
Changes in the Assets managed by NEINVER_
Property Management
NEINVER now manages a gross leasable area of 443,265 m2, of which 28.4%
are the Group’s own assets (down from
With a management approach that is closer to the tenant, NEINVER Asset Management aims to ensure the operators’ results in the assets managed by the Group.
NEINVER actively assesses shoppers’ behaviour, analysing the number of visitors,
penetration levels and purchase ratios
and the level of shop-to-shop sales, which
provides immediate information about the
assets’ general operation and the specific
results of the shop operators. This analysis
helps identify the key factors for success
and anticipate the problems that could arise in the assets’ day-to-day operations,
proposing and carrying out action programmes to help operators improve their
results.
39.3% in 2009) while the remaining
71.6% are assets belonging to third parties (up from 60.7% in 2009).
Sq.m. managed broken down by owner
Facility Management
The Facilities Management area seeks to
produce increasingly efficient and sustainable assets with less energy consumption, which meet the operators’ needs. It
also ensures compliance with legal and
environmental requirements set out in each
country’s regulations.
Marketing
NEINVER is committed to multidisciplinary marketing teams able to implement
and execute appropriate marketing plans
in cooperation with the operators to satisfy
the shoppers’ motivations in each market.
Thus the information obtained from shoppers, from each centre’s and operator’s
operational data, and from a profound
knowledge of the market is combined to
create specific marketing campaigns that
attract visitors and build loyalty among new
shoppers at our centres. The information
collected is also useful to the other NEINVER departments and helps lift the quality of all the projects (present and future)
by tailoring them to shoppers’ demands.
NEINVER takes a 360-degree approach
to its work, which has a positive impact
on the quality of the projects and steadily
increases the operators’ results, thus bolstering the value of the properties the Group
manages.
The market value of these assets totals
1,426.2 million euros, of which 268.3
million represent NEINVER’s portfolio
(a 5.5% increase in like-for-like value
compared to 31 December 2009) and
1,157.8 million represent the market value of assets managed for third parties (a
3.1% increase in like-for-like value compared to 2009).
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ASSET MANAGEMENT_
ASSET MANAGEMENT_
Geographical distribution_
In terms of geographical distribution, the
assets managed by NEINVER are currently spread over five countries.
COUNTRY
sq.m. GLA
Breakdown by business use_
Below is a breakdown of the managed leasable area and market value per country as
of 31 December 2010:
%
Market value
(thousands of €)
%
Thanks to NEINVER’s years of experience and the know-how of its teams,
the Group’s management capabilities
have allowed it to continue to increase
the value of the assets managed. Today,
PROJECT
SPAIN
210,745
47.5%
540,584
37.9%
POLAND
117,491
26.5%
358,180
25.1%
PORTUGAL
28,790
6.5%
111,400
7.8%
ITALY
58,128
13.1%
271,800
19.1%
GERMANY
28,110
6.3%
144,200
443,264
100.0%
1,426,164
Total
10.1%
100.0%
sq.m. GLA
NEINVER’s management team manages
a wide variety of property assets, from
High Street retail spaces to shopping
centres, outlet centres, logistics parks
and offices
%
Market value
(thousands of €)
%
Retail
116,025
26.2%
354,906
24.9%
Retail - Outlet
242,715
54.8%
1,009,625
70.8%
Industry-Logistics
66,500
15.0%
61,617
4.3%
Offices
18,025
4.1%
16
0.0%
443,265
100.0%
1,426,164
100.0%
Total
Geographical breakdown of sq.m. managed
Sq.m. managed, by business use
Geographical breakdown, by assets market value
Managed assets market value, by business use
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ASSET MANAGEMENT_
ASSET MANAGEMENT_
Breakdown, in the outlet area_
NEINVER’s role as a manager of outlet
centres has taken on particular importance. It has become one of Europe’s
Breakdown, in the outlet area_
leading companies in this field, known
for the quality of its management, mainly
based on:
Geographical breakdown by sq.m. of outlet centres managed
Successful results
The Group’s management of outlet centres is notable not only for its quantitative
results (with more than 1,000 shop locations rented) but also for the quality of its
management indicators. Throughout 2010
all key operating indicators made positive
progress:
• foot traffic increased by 7%
• overall sales increased by 8%
•
•
sales per square metre increased by 4%
gross income generated by the properties increased by 4%
The geographic distribution of the managed outlet centres is balanced (with centres in five European countries), which
helps mitigate the risks taken on by the
Group:
Market value
(thousands of €)
%
sq.m. GLA
%
SPAIN
83,887
34.6%
335,625
33.2%
POLAND
83,800
18.0%
146,600
14.5%
PORTUGAL
28,790
11.9%
111,400
11.0%
ITALY
58,128
23.9%
271,800
26.9%
GERMANY
28,110
11.6%
144,200
14.3%
242,715
100.0%
1,009,625
100.0%
COUNTRY
Total
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Geographical breakdown, by outlet centre market value
ASSET MANAGEMENT_
ASSET MANAGEMENT_
Major Assets Managed by NEINVER in 2010_
Major Assets Managed by NEINVER in 2010_
Outlet:
Retail:
(Spain)
(Poland)
FACTORY GETAFE
optimise the GLA to make room for more
brands and optimise the average rent.
This transition plan is reflected in the
roughly 4% increase in annual sales and
traffic at the centre, despite a first quarter during which, on average, nearly 10%
of the total GLA was vacant at any given
time to accommodate the restructuring.
In 2010, NEINVER signed an agreement of
sale for 75% of its interest in Galeria Malta with
HEITMAN EUROPEAN PROPERTY PARTNERS. Under the agreement, NEINVER retains 25% of the property and is responsible
for managing the asset. The same year, a
360-degree upgrade plan was implemented
for Galeria Malta, which generated optimal
results with a 25% increase in foot traffic at
the centre. The plan covered architectural
aspects, such as an improved design for the
Galería Malta, Poland.
In 2010, FACTORY Getafe embraced an
ambitious economic and commercial optimisation plan that aims to unify the two
existing retail areas into a single space.
Eighteen of its shop locations (nearly
3,000 m2 of GLA) underwent a thorough
restructuring process with three goals:
energise the mix of shops in the centre,
GALERIA MALTA
FACTORY Getafe, Spain.
40
parking areas; commercial elements, with a
higher level of supplementary services; and
marketing activities, with a strong schedule
of events and institutional collaborations. At
the same time, activities coordinated with the
operators, through training programmes for
the shops’ staff, rounded out this ambitious
plan that allowed Galeria Malta to become
one of the most modern, successful shopping
centres in Poland.
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Fund
management
45
FUND MANAGEMENT_
Fund Management_
In February 2007, NEINVER launched
the IRUS European Retail Property Fund
(IRUS), one of Europe’s largest private-capital funds for investment in retail properties. The Fund (whose mission is to invest
in outlet centres and retail parks in Europe)
has 480 million euros in equity. NEINVER
continues to manage the fund, in which it
owns a 20% interest.
As of 31 December 2010, IRUS Fund owned 12 assets in five European countries
(Germany, Poland, Italy, Portugal and Spain)
Vicolungo The Style Outlets
(Italy)
GLA: 34,520 sq.m.
with a gross leasable area of 259,207 m2.
A total of 88.9% of the total investment capacity agreed upon with the investors has
been invested. Throughout 2011, IRUS is
expected to add new assets until its full investment commitment has been met.
Managing IRUS has let the NEINVER
Group show the market and investors its
excellent asset management capabilities,
which are particularly noteworthy given the
economic situation that has affected this
industry for the past two years.
Zweibrücken The Style Outlets
(Germany)
GLA: 28,110 sq.m. FACTORY Warsaw Ursus
(Poland)
GLA: 13,450 sq.m.
FACTORY Lubon
(Poland)
GLA: 14,730 sq.m. Nassica Vila do Conde Retail Park
(Portugal)
GLA: 15,000 sq.m. GERMANY
POLAND
Vila do Conde The Style Outlets
(Portugal)
GLA: 28,790 sq.m. Wroclaw Futura Park
(Poland)
GLA: 20,210 sq.m. FACTORY Madrid Las Rozas
(Spain)
GLA: 9,240 sq.m.
ITALY
PORTUGAL
SPAIN
Irus Portfolio
Total GLA: 262,987 sq.m.
FACTORY Madrid Getafe
(Spain)
GLA: 21,087 sq.m. FACTORY Madrid San Sebastián
de los Reyes (Spain)
GLA: 38,300 sq.m.
FACTORY Sevilla
(Spain)
GLA: 15,260 sq.m. Castel Guelfo The Style Outlets, Italy.
Castel Guelfo The Style Outlets
(Italy)
GLA: 23,670 sq.m. FACTORY Wroclaw (Poland)
GLA: 15,620 sq.m. Irus Pipeline
Total GLA: 15,000 sq.m. 46
FUND MANAGEMENT_
Fund Management_
As evidence of those management skills,
one need only look at the Fund’s positive
earnings throughout its existence: every
year, it has matched and increased the
FUND MANAGEMENT_
Fund Management_
percentage of dividends distributed to investors, such that it disbursed a total of
40.6 million from 2007 to 2010, distributed as follows (% of average capital):
Appreciation of assets
% of dividend distributed
The IRUS Fund showed positive results
in 2010 despite the difficult economic situation, based on management of its properties and on the alignment of interests
On 31 December 2010, the market value
of the IRUS portfolio totalled 1.019 billion
euros, 3.1% more than the previous year
(like-for-like comparison). Historical appreciation over the purchase price totals 56.9
million, representing a 5.9% cumulative
average appreciation over the purchase
price, broken down as follows (by year the
property was acquired):
that NEINVER has created with the IRUS
investors, the latter being the main guarantee of success for all parties involved.
47
48
FUND MANAGEMENT_
FUND MANAGEMENT_
Major IRUS assets in 2010_
Outlet:
ZWEIBRÜCKEN THE STYLE OUTLETS
(Germany)
The asset has 28,110 m2 of GLA and
more than 120 shop locations. The main
brands accompanying the success of this
project are: Polo Ralph Lauren, Lacoste, Nike Factory Store, Desigual, Esprit,
Mango, Benetton, Versace, Tommy Hilfiger, Calvin Klein Jeans, Armani, and Calvin Klein Underwear.
will be renovated in 2011 and will also celebrate its 10th anniversary.
Zweibrücken The Style Outlets, Germany.
was acquired by IRUS FUND in February
2009 and was expanded in 2010 by
4,480 m2 of GLA. Phase 4, developed
by NEINVER, reinforced its position in
Germany as “the country’s largest outlet
centre”.
49
Our results
speak for
themselves
Audit Report_
To the shareholders of NEINVER, S.A.:
1. We have audited the consolidated financial statements of NEINVER, S.A. AND CONTROLLED COMPANIES, which consist of the Consolidated Balance Sheet as at 31st December
2010, the Consolidated Income Statements, the Consolidated Statement of Changes in Net
Worth, the Consolidated Cash Flow Statement and Notes to the Consolidated Financial Statements for the financial year ending on the aforementioned date. The Parent Company’s Directors are responsible for drawing up the Group’s consolidated financial statements, according
to the financial reporting regulatory framework applying to the entity (identified under Note 4 of
the accompanying notes to the consolidated financial statements) and, particularly, according
to the accounting principles and criteria contained therein. Our responsibility is to express an
opinion on the above-mentioned consolidated financial statements taken as a whole, based
on the work carried out in accordance with the regulations in force applying to auditing activity
in Spain, which require the examination, by means of selective tests, of the evidence supporting the financial statements and an evaluation of whether their overall presentation, the
accounting principles applied and the estimates made, are in agreement with the applicable
financial reporting regulatory framework. Our work has not included the review of the financial
statements for the financial year 2010 of certain subsidiaries, multi-group and companies
consolidated by the equity method, whose assets account for 51.08%, 5.34% and 8.25%,
respectively, of the total value of the consolidated assets, which have been audited by other
auditors, and therefore our opinion regarding the interest in these companies, is based only on
the reports issued by the other auditors. These companies and their respective auditors are
listed in Notes 1 and 2 of the consolidated notes.
2. In our opinion, based on our audit and the reports of other auditors mentioned in paragraph
1 above, the enclosed consolidated financial statements give a true and fair view, in all the significant aspects, of the consolidated net worth and consolidated financial position of NEINVER,
S.A. AND CONTROLLED COMPANIES as at 31st December 2010, and of the consolidated
results of its operations and of its consolidated cash flows corresponding to the financial year
ended on such date, according to the applicable financial reporting regulatory framework, and,
particularly, according to the accounting principles and criteria contained therein.
3. The accompanying Directors’ Report for the financial year 2010, contains the explanations
which the Directors consider appropriate about the Group’s situation, the evolution of its business and other matters, but is not an integral part of the consolidated financial statements. We
have checked that accounting information contained in the said directors’ report matches the
financial statements for 2010. Our work as auditors is limited to checking the Directors’ Report
with the scope mentioned herein, and does not include revising any information other than that
obtained from the consolidated financial statements.
Madrid, 27th May 2011
LAES NEXIA Auditores, S.L.
Araceli Catalán Rada
Galería Malta, Poland.
53
53
CONSOLIDATED FINANCIAL STATEMENTS_
Contents
Board of directors_
1. Consolidated financial statements formed by:
BOARD OF DIRECTORS:
1.1. Comparative consolidated balance sheet as of 31st December 2010 and 2009.
1.2. Comparative consolidated income statement for the financial years ended 31st
December 2010 and 2009.
1.3. Comparative consolidated Cash Flow Statement as at 31st December 2010 and 2009.
1.4. Comparative consolidated income statement for the financial years ended 31st
December 2010 and 2009.
1.5. Notes to the financial statements for the financial year ended 31st December 2010.
CHAIRMAN
VICE-CHAIRMAN AND SECRETARY
Mrs. Carmen Losantos Santorromán
CEO
Mr. Manuel Lagares Gómez-Abascal
MEMBERS
2.
Directors’ report
TECKEL GESTORA, S.L. represented by Mr. Enrique López Sánchez
ESTUDIOS ECONÓMICOS ESTRATÉGICOS, S.A. represented
by Mr. Manuel de Vicente González
Sucesores de D. Fernando Fernández España, S.L. represented
by Mr. Juan Fernández-Armesto Fernández-España
Mrs. Rosa Medina Sánchez
Mrs. María Pilar Losantos Santorromán
Issued by the Board of Directors
on 31st March 2011
54
55
1.1 Consolidated balance sheet for the financial years ended 31st december 2010 and 2009.
(in EUR thousand)
ASSETS
Notes
2010
2009
595,096
563,596
8,058
7,717
6.13
803
806
13
7,255
6,911
NON-CURRENT
NON-CURRENT ASSETS
ASSETS
Intangible fixed asset
Goodwill in consolidated companies
Other intangible fixed assets
Tangible fixed asset:
14
200,854
Land and Buildings
350
Technical plant and other tangible fixed asset
Fixed assets in course and advances
89,103
-
3,884
3,518
196,620
85,585
NET WORTH AND LIABILITIES
Notes
2010
2009
TOTAL
EQUITY
TOTAL EQUITY
17
460,823
443,487
407,139
400,488
Equity:
Share capital
17
443,487
22,240
400,488
22,240
Reserves:
422,510
357,560
(Own shares in equity)
(24,929)
(24,929)
23,666
45,617
Profit and loss consolidated
21,303
45,306
(Profit and loss minority interests)
(2,363)
(311)
(16,501)
(21,583)
(2,601)
(5,537)
Profit and loss attributable to the controlling Company:
Valuation change adjustments:
Investment properties
15
242,687
348,708
Long-term investment in group and associated comp.:
12
95,777
84,297
Exchange rate differences in consolidated companies
84,297
Exchange rate differences in companies by equity mathod
Other valuation change adjustments in consolidated comp.
Holdings by the equity method
95,777
Long-term financial investments
17
39,129
18,515
Deferred tax assets
19
8,397
15,256
Non-current trade receivables
17
194
-
17
Other valuation change adjustments in c. by equity method
Minoriry interests
8
NON-CURRENT LIABILITIES
(8,516)
(12,363)
(7,668)
33,837
28,234
475,445
415,788
21
4,006
5,802
Long-term liabilities:
17
467,524
401,545
444,928
381,749
22,597
19,796
1
1
Bank loans and overdrafts
Long-term amounts owed to group and associated companies:
Amounts owed to companies by equity method
Current tax liabilities
Stocks
137
(1,517)
Long-term provisions
Other financial liabilities
CURRENT ASSETS
(21)
17
1
1
19
3,913
8,440
144,422
271,194
485,594
530,525
339,740
397,901
Short-term provisions
21
1,488
1,418
22,869
41,627
Short-term liabilities:
17
108,388
207,238
203,544
18
Trade accounts receivable and other accounts receivable:
CURRENT LIABILITIES
Trade debtors for sales and services rendered
17
1,393
5,344
92,817
Trade receivables of companies by equity method
17
2,560
1,254
15,571
3,694
Current tax assets
19
3,723
5,004
2,241
2,458
17. 19
15,194
30,025
Amounts owed to companies by equity method
2,241
2,458
1,964
3,492
Trade accounts payable and other accounts payables:
32,079
56,450
Other debtors
Short-term investment in group and associated comp.:
Credits to companies by equity method
Short-term financial investment
Short-term amounts owed to group and associated companies:
17
1,964
3,492
Trade creditors
17
18,585
16,872
17
1,565
7,187
Trade creditors, companies by equity method
17
1,776
108
4,901
844
19
4,034
381
114,554
79,475
17. 19
7,685
39,090
22
226
7,472
1,080,690
1,094,121
Short-term accruals
Cash ans other cash equivalents
Other creditors
Short-term accruals
TOTAL ASSETS
17
1,080,690
The enclosed Notes form part of the consolidated financial statements.
1,094,121
TOTAL NET WORTH AND LIABILITIES
56
57
1.2 Consolidated income statement for the Financial years ended 31st december
1.3 Statement of changes in consolidated net worth as at 31st december 2010 and 2009.
2010 and 2009.
(in EUR thousand)
(in EUR thousand)
1.3.1 Consolidated statement of income and expense recognized during the financial year
(EXPENSES) / INCOME
Notes
2010
2009
CONTINUING OPERATIONS
Net turnover:
20
Supply of services
Changes in stocks of finished goods and work in progress
18
Supplies:
Impairment of goods
18
Other operating income:
Sundry income
Staff costs:
Salaries, wages and related expenses
Staff welfare expenses
Provisions
Other operanting charges:
External services
Taxes
Impaiment losses and changes in trade provisions
Other sundry expenses
Depreciation and amortization for the financial year
13. 14. 15
Surplus provision
Impairment and gain (loss) on sale of fixed:
Impairments and losses
Gain (loss) on sale and others
20
Impairment and gain (loss) on sale of consolidated holdings
Exchange rate loss in companies of business combination
7
Other profit/loss
OPERATING PROFIT/(LOSS)
Financial incomes:
From marketable securities and other financial instruments
Financial expenses
Exchange rate
20
Impairment and gain (loss) on sale of financial instruments:
52,634
55,264
52,634
55,264
-
(2,734)
(4,703)
-
(4,703)
-
7,030
1,373
7,030
1,373
(16,453)
(16,465)
(15,130)
(14,077)
(2,732)
(2,388)
1,409
-
(32,062)
(36,217)
(30,293)
(33,893)
(1,348)
(1,676)
(26)
274
(395)
(922)
(8,131)
(8,943)
600
1,231
10,588
75,727
(10,618)
(5,049)
21.206
80,776
(231)
(3)
18,836
-
2,566
1,727
30,671
70.959
3,856
3,943
3,856
3,943
(20,327)
3,082
(23,049)
(977)
(1,948)
(2,965)
Gain (loss) on sale and others
(1,948)
(2,965)
FINANCIAL PROFIT/(LOSS)
(15,337)
(23,048)
10,267
(2,007)
113
-
25,714
45,904
(4.411)
(598)
21,303
45,306
Share of profit/(loss) of companies by equity method
Exchange rate loss in companies by equity method
PROFIT/(LOSS) BEFORE TAX
Company tax
19
PROFIT/(LOSS) FOR THE YEAR FROM
CONTINUING OPERATING
Notes
Consolidated Result of the Income Statement
PROFIT/(LOSS) FOR THE YEAR
Profit/(loss) attributed to minority interests
21,303
45,306
20
23,666
45,617
8.20
(2,363)
(311)
2009
21,303
45,306
Income and expense directly recognized in equity:
Valuation of financias instruments:
Financial assets available for sale
(75)
(2,885)
Cash flow herges
(4,560)
(8,636)
Excange rate differences
(2,601)
(5,537)
(12,384)
(7,531)
193
2,706
(19,427)
(21,883)
Companies by equity method
Tax effect
Total income and expense directly recognized in equity
Transfers to income statement:
Valuation of financias instruments:
2,955
-
1,226
428
(1,255)
(128)
Total transfers to income statement
2,926
300
Total consolidated recognized income and expense
4,802
23,723
Cash flow herges
Tax effect
Profit/(loss) attributed to Controlling Company
2010
58
1.3 Statement of changes in consolidated net worth as at 31st december 2010 and 2009.
(in EUR thousand)
1.4 Consolidated cash flow statement as at 31st december 2010 and 2009.
(in EUR thousand)
1.3.2 Total statement of changes in consolidated equity.
Notes
2010
2009
25,714
45,904
Profit/ (loss) before tax
Earnings adjustments:
Fixed assets depreciation
Total
Minority interests
Valuatio change
adjustments
Profit/loss
atributable to the
controlling company
(Own shares
in equity)
Reserves and
profit/loss from
previous years
CASH FLOW
FROM OPERATING
ACTIVITIES
FLUJOS
DE EFECTIVO
ACTIVIDADES
EXPLOTACIÓN
Authorized
capital
59
Corrections value impairment
Change in provisions
Profit and loss on write-down and disposal of fixed assets
Profit and loss on write-down and disposal of financial instruments
Balance as at 31-12-08
Adjusted balance
as at 01-01-09
Total recognized
consolidated income
and expense
Other changes
in total equity
Adjusted balance
as at 01-01-10
22,240
325,660
(24,929)
37,260
(17,004)
35,387
378,614
22,240
325,660
(24,929)
37,260
(17,004)
35,387
378,614
-
-
-
45,617
(21,583)
(311)
23,723
-
31,901
-
(37,260)
17,004
(6,842)
4,803
357,561
(24,929)
45,617
(21,583)
28,234
407,140
357,561
(24,929)
45,617
(21,583)
28,234
407,140
Total recognized
consolidated income
and expense
-
-
-
23,666
(16,501)
(2,363)
4,802
Other changes
in total equity
-
64,949
-
(45,617)
21,583
7,966
48,881
22,240
422,510
(24,929)
23,666
(16,501)
33,837
460,823
(1,408)
(1,505)
(21,206)
(80,776)
1,999
10,701
(3,856)
(3,943)
Financial expenses
20,327
23,049
Unrealized exchange rate
(2,289)
40
Other income and expenses
38,298
17,993
(10,266)
2,007
44,811
(15,708)
(15,187)
(11,767)
Share of profit/(loss) of companies by equity method
Total earnings adjustments
Changes in working capital:
Stocks
Other current assets
Trade accounts payable and other payables
2,005
22,500
11,410
(11,820)
(5,712)
(1,589)
(25,794)
19,837
(194)
1,766
(33,472)
18,927
(22,199)
4,756
(21,482)
2,938
1,800
(3,110)
Total other cash flows from operating activities
(15,643)
(21,654)
CASH FLOW FROM OPERATING ACTIVITIES
21,410
27,469
Other current liabilities
22,240
8,943
7,783
Financial income
Trade accounts receivable and other receivables
22,240
8,131
15,081
Other non-current assets and liabilities
Total changes in working capital
Other cash flows from operating activities:
Interest payments
Interest receipts
Corporate income tax receipts (payments)
60
61
(in EUR thousand)
(in EUR thousand)
Notes
2010
2009
CASH FLOW
FROM INVESTING
ACTIVITIES
FLUJOS
DE EFECTIVO
ACTIVIDADES
EXPLOTACIÓN
2010
2009
231,365
226,843
-
402
20,560
-
(201,977)
(235,927)
(217)
-
Total cash inflow/outflow from financial liability instruments
49,731
(8,682)
CASH FLOW FROM FINANCING ACTIVITIES
49,731
(8,682)
NET INCREASE/DECREASE IN CASH OR EQUIVALENTS
35,079
54,500
FLOW FROM
FROM FINANCING
FINANCINGACTIVITIES
ACTIVITIES
CASH FLOW
Investment payments:
Cash inflow/outflow from financial liability instruments:
Group companies, net effect in consolidated companies
(9,159)
(24,595)
Multi-group companies, net effect in consolidated companies
(5,192)
-
(735)
-
(1,019)
(375)
(49,699)
(62,493)
Associated companies
Tangible fixed asset
Investments properties
(15,285)
(3,995)
Other financial assets
(22,591)
(23,434)
(103,680)
(114,892)
Total investments payments
Notes
Issue:
Amounts owed to group and associated companies
Other liabilities
Repayment and amortization of:
Amounts owed to group and associated companies
Divestment receipts:
Group companies, net effect in consolidated companies
Tangible fixed asset
-
655
200
128
-
2,623
Investments properties
58,089
146,961
9,329
238
67,618
150,605
Total divestment receipts
CASH FLOW FROM INVESTING ACTIVITIES
(36,062)
Cash or equivalents at year start
79,475
24,975
Cash or equivalents at year end
114,554
79, 475
35,713
62
63
1.5 Notes to the consolidated financial statements for the financial year ended 31st december 2010
.
(in EUR thousand)
1. 1. Controlled companies.
Name of the
Controlled company
NEINVER, S.A. (hereinafter, “the Parent
Company) was incorporated in 1969 and,
although it has an extensive corporate purpose, ever since it has mainly engaged in
real estate development and management,
especially in the industrial and tertiary sector. The company is registered at the Mercantile Registry of Madrid in volume 13,570
of Section 8 of the Companies Book, Fo-
Name of the
Controlled company
OFICINA TÉCNICA DE INSPECCIÓN NAVAL I.T.B., S.L.
Registered
address
C/ Francisca
Delgado, 11
- Arroyo de la
Vega - Alcobendas (Madrid)
lio 61, Sheet 93,606. Its Tax Number is
A31/038136 and its current registered address is 11, Francisca Delgado, 11, Alcobendas (Madrid).
The Controlled companies of NEINVER,
S.A. that were under consolidation during
the financial years 2010 and 2009 were as
follows:
Type of
interest
Direct
% of interest
Amount of
the interest
2010
2009
2010
2009
99.01
99.01
3
3
Company's
activities
Inspection and
technical supervision of leisure
craft
NEINVER FRANCE, S.A.R.L.
Registered
address
Type of
interest
France
Direct
% of interest
Amount of the
interest
2010
2009
2010
2009
100.00
-
3
-
Real Estate
development
Real Estate
development
Company's
activities
AERONASS, S.A.
C/ Francisca
Delgado,
11 - Arroyo
de la Vega Alcobendas
(Madrid)
"
51.00
associated
2,203
-
NEINVER ASSET MANAGEMENT ESPAÑA, S.L. (antes
FACTORY SG, S.L.)
"
"
99.99
99.99
572
572
Germany
Indirect
(NAM
España)
100.00
100.00
30
30
NEINVER ASSET MANAGEMENT PORTUGAL, UNIP.LDA
Portugal
"
100.00
100.00
65
5
Real estate
management and
administration
NEINVER ASSET MANAGEMENT POLSKA, S.P.Z.o.o.
Poland
"
100.00
-
1
-
Real estate
management and
administration
NEINVER ITALIA, S.P.A.
Italy
Direct
99.98
99.98
10,001
10,001
Real Estate
development
NEINVER ASSET MANAGEMENT DEUTSCHLAND
GMBH (antes NEINVER
DEUTSCHLAND GMBH)
Real estate
management and
administration
Real Estate
development
N.CAPITAL, S.L.
"
"
89.40
89.40
446
446
Real Estate
development
PACTO IBÉRICO S.G.P.S.,
S.A.
Portugal
"
100.00
99.00
15,013
29,419
Security
investment
RENTIBER 2000, S.A.
"
"
61.00
61.00
410
410
Real Estate
development
HENUP INVESTIMENTOS,
S.A.
"
Indirect
(Pacto Ib.)
100.00
100.00
15,844
28,774
Real Estate
development
"
"
55.00
55.00
811
811
Real Estate
development
MACEIRAL
"
"
100.00
100.00
5,198
4,698
Real Estate
development
PROMOCIONES Y DESARROLLO SECTOR LEVANTE,
S.L.
"
"
55.00
55.00
33,000
33,000
Real Estate
development
HENUP 2, S.A.
"
"
100.00
-
4,619
-
Real Estate
development
HENUP 3, S.A.
"
"
100.00
-
2,410
-
Real Estate
development
SEGOFIELD, S.L.
"
"
99.97
99.97
3
3
Real Estate
development
NEINVER LUSITANA PROJ.
INM., S.A.
"
Direct
100.00
100.00
2,800
1,250
Real Estate
development
PROMCAT ALTERNATIVA,
S.L.
"
"
99.34
99.34
3
3
Real Estate
development
NEINVER CZECK, S.R.O.
República
Checa
"
100.00
100.00
181
181
Real Estate
development
ARLAS INVEST, S.L.
"
"
55.20
55.20
4,424
4,424
NEINVER BELGIUM, N.V.
Belgium
Indirect
(Nv.Lux)
-
10.00
-
360
Real Estate
development
NEINVER LA TOJA, S.L.U.
"
"
100.00
100.00
33
3
Real Estate
development
ALMURAVER, S.L.
"
"
99.87
99.87
3
3
Real Estate
development
ZWEIBRÜCKEN OUTLET
GMBH
Alemania
Indirect
(Almuraver)
50.00
50.00
15
15
Real Estate
development
SOTIFENSA, S.L.
C/ Zurbano,
25 (Madrid)
Direct
99.97
99.97
3
3
Real Estate
development
REQUENATUR, S.A.
Renowable
Energy
64
65
(in EUR thousand)
Name of the
Controlled company
IRUS EUROPEAN RETAIL
PROPERTY MANAGEMENT
COMPANY, S.A.
Registered
address
Gran Ducado
de Luxemburgo
Type of
interest
Amount of
the interest
% of interest
2010
2009
2010
2009
Direct
100.00
100.00
125
125
Company's
activities
Administration
of the investment in the Real
Estate Fund "Irus
European Retail
Property Fund"
Security investment
NEINVER LUXEMBOURG,
S.A.R.L.
"
"
100.00
100.00
85,965
85,965
LESTES, S.P.Z.o.o.
Poland
Direct
100.00
100.00
14
14
NEINVER POLSKA,
S.P.Z.o.o.
"
"
100.00
100.00
54,081
54,081
LESTES, S.P.Z.o.o. KOMANDYTOWA
"
Indirect
(Nv.
Polska)
99.00
99.99
187,050
181,148
NEINVER ANNOPOL,
S.P.Z.o.o.
"
Indirect
(Lestes
Kom.)
100.00
-
2
-
Real Estate
development
NEINVER KRACOW,
S.P.Z.o.o.
"
"
100.00
-
504
-
Real Estate
development
NEINVER KATOWICE,
S.P.Z.o.o.
"
Indirect
(Nv.
Polska)
100.00
100.00
12
12
Real estate
management and
administration
LUXMALTA, S.A.R.L.
Gran Ducado
de Luxemburgo
"
100.00
-
15
-
Real estate
management and
administration
GALERIA MALTA, S.P.Z.o.o.
Poland
"
*
100.00
-
14
PROJEKT KATOWICE,
S.P.Z.o.o.
"
"
*
100.00
-
1
GALERIA KATOWICKA,
S.P.Z.o.o.
"
Indirect
(Proj.
Kat.)
*
100.00
-
1,462
* Multigroup in 2010
All the controlled companies are deemed
as such because NEINVER, S.A. owns the
majority of the voting rights, either directly
or indirectly. None of the companies have
been excluded from the method of consolidation by global integration because none
of the controlled companies falls under the
provisions of article 43 of the Commercial
Code.
Real estate
management and
administration
Real Estate
development
Real estate
management and
administration
Real Estate
development
Real estate
management and
administration
Real Estate
development
During financial year 2010, the Parent
Company subscribed, at the time of incorporation, all of the shares in NEINVER
France, S.A.R.L., and it also took part in
the capital increase of NEINVER La Toja,
S.L.U. and in the increases carried out by
NEINVER Lusitana-Projectos Imobiliários,
S.A., maintaining its shareholdings therein
at the same percentages.
Also, it acquired from a third party the remaining 1% of Pacto Iberico-Projectos
Imobiliários SGPS, S.A., and now it owns
the entirety of the shares after having subscribed two capital increases and collecting
the return of ancillary benefits.
Last of all, the Parent Company has acquired shares of Aeronass, S.A., and it now
holds 51% of the company, which is considered a group company (in 2009 it was an
associated company, see Note 2).
On the other hand, the subsidiary Factory
SG, S.L. is now called NEINVER Asset Management España, S.L., having subscribed, at the time of incorporation, all of the
shares in NEINVER Asset Management
Polska, Sp.Zoo., and it also took part in the
capital increase of NEINVER Asset Management Portugal, Unip. Lda.
During 2010, the subsidiary Henup Investimentos, S.A. contributed part of its equity
in a spin-off from which two new subsidiaries arose from the Parent company Pacto
Iberico-Projectos Imobiliários SGPS, S.A.
They are called Henup 2, S.A. and Henup
3, S.A.
Likewise during financial year 2010, the
subsidiary NEINVER Polska, Sp.Zoo.
subscribed the entirety of the portfolio of
LuxMalta, S.A.R.L., a company enabling
the proportional integration of Neiman,
S.A.R.L. (Note 2), which owns the entirety of the shares in Galeria Malta, Sp.Zoo.,
formerly called NEINVER Malta, Sp.Zoo.,
following the contribution made by NEINVER Polska, Sp.Zoo. Also, NEINVER Polska, Sp.Zoo. has a direct holding in Projekt
Katowice, Sp.Zoo., and it has an indirect
holding via Galeria K, S.A.R.L., to which it
has contributed shares. This company has
been considered multigroup (Note 2).
Likewise, the subsidiary Lestes Sp.Zoo.
Komandytowa subscribed, at the time of
incorporation, all of the shares in NEINVER
Annopol, S.P.Z.o.o and in NEINVER Kracow, Sp.Zoo.
Finally, NEINVER Luxembourg absorbed
NEINVER Belgium, NV in the financial year
2010.
During the financial year 2009, the Parent
company took part in the capital increases
of its investee companies Requenatur, S.A.
(by offsetting loans), NEINVER Lusitana
Projectos Imobiliários, S.A. and NEINVER
Luxembourg, S.A.R.L., maintaining its percentage shareholding, and of Pacto Ibérico, S.G.P.S., S.A., in which had increased
its shareholding. The Company had also
acquired all the shares of Lestes Sp.Zoo
upon its incorporation and social participations in Almuraver, S.L. from third parties,
increasing its shareholding. Furthermore, some of its investee companies had
incorporated, or purchased at their face
value, the following companies: Zweibrüc-
66
67
ken Outlet Gmbh, NEINVER Deutschland
Gmbh, NEINVER Management Portugal,
Unip.Lda., Projekt Katowice, Sp.Zoo., Galeria Katowicka, Sp.Zoo., NEINVER Katowice, Sp.Zoo. and Lestes, Sp.Zoo. Komandytowa.
As explained in Note 17.1.1), in the financial year 2009 the Parent company contributed the portfolio of its investee company,
Magus Creativa Europe, S.L. in the capital
increase of Asclepiodoto, S.L., a company
in which it owns the majority of shares but
which it does not control, and therefore it
does not form part of the scope of consolidation (and indirectly Magus Creativa
Europe, S.L. neither) and is classified as an
available-for-sale asset. The €3,701,000
loss on this transaction had been recognised in the income statement.
In the financial year 2009, the Parent company sold a third party its shareholding in
NEINVER Suiza, S.A. making a capital
gain of €655,000, recognised in the income statement.
A pledge has been granted on the shares
of Promociones y Desarrollos Sector Le-
vante, S.L. (previously NEINVER Bolonia,
S.L.) in favour of a credit institution that finances its business activities, as well as a
forward sale and purchase contract secured by a bank guarantee (Note 21.2).
2. Associated companies
The balance sheet date of the Parent company and all the controlled companies is
31st December.
Name of the
Associated
company
Registered
address
Type of
interest
PEPE JEANS POLSKA,
S.P.Z.o.o.
Poland
The Companies registered office in Poland
and Czech Republic, issue their financial
statements in zloties and Czech crowns,
respectively, and therefore the rules governing the conversion of financial statements
in foreign currencies have been applied
contained in section 60 of the Standards
for the Preparation of Consolidated Financial Statements approved in Royal Decree 1159/2010 (in 2009 pursuant to the
provisions of section 55 of Royal Decree
1815/1991, the closing date exchange rate
method has been used).
The following subsidiaries are being audited up to 31st December 2010 and 2009
by auditors other than the auditors of
NEINVER, S.A.:
Name of the Controlled company
Auditor
PROM.Y DESARROLLO SECTOR LEVANTE, S.L.
NEINVER POLSKA, Sp. Zoo.
GALERIA MALTA, Sp. Zoo.
Ernst & Young, S.L.
Kancelaria Bieglego Rediwenta Arkadiusz Stanski
audited in 2009 by Kancelaria Bieglego Rediwenta
Arkadiusz Stanski
NEINVER ITALIA, S.P.A.
Deloitte, S.L.
HENUP INVESTIMENTOS, S.A.
Deloitte, S.L.
HENUP 2, S.A.
Deloitte, S.L.
HENUP 3, S.A.
Deloitte, S.L.
PACTO IBERICO SGPS, S.A.
Deloitte, S.L.
IRUS EUROPEAN RETAIL PROPERTY
MANAGEMENT COMPANY
Amount of
the interest
2010
2009
2010
2009
Direct
50.00
50.00
508
508
Company’s
activities
Textile trade
DIFFEREND GAMES, S.A.
C/ Capitán
Haya, 1
(Madrid)
"
44.01
44.01
4,020
4,020
Leisure
RA PARQUE SOLAR, A.I.E.
C/ Gran Vía
de Hortaleza,
3 (Madrid)
"
22.22
20.00
5,484
5,425
Renowable
Energy
AERORENT, S.A.
C/ Francisca
Delgado,
11 - Arroyo
de la Vega Alcobendas
(Madrid)
"
46.38
46.38
405
405
Real Estate
development
AERONASS, S.A.
"
"
grupo
9.95
-
378
Real Estate
development
NAVES COMERCIALES EN
RENTA, S.A.
"
Direct
Indirect
(Aeronass)
19 .41
4.55
813
137
Investment
51.00
-
2,230
-
IRUS EUROPEAN RETAIL
PROPERTY FUND (I.E.R.P.F.)
Luxemburg
Indirect
(Nv.Lux.)
20.00
20.00
85,305
85,305
NAVIERA KINGMAN, A.I.E.
Las Palmas
de Gran
Canaria
Direct
Indirect
(Nv.Toja)
3.00
-
-
-
Moore & Stephens
Ernst & Young
During financial year 2010 the Parent Company made additional contributions to RA
Parque Solar, A.I.E. in order to meet a
number of liabilities, and its holding went
from 20% to 22.22%; it has established
a right of lien over the shares in the latter
company (Note 21.2).
Also, the Parent Company and its subsidiary NEINVER La Toja, S.L. acquired holdings in Naviera Kingman, A.I.E., in the per-
% of interest
17.00
Real Estate
investment
fund
Ship
construction
1
Emilio Aguzzi (síndico)
MACEIRAL
NEINVER LUSITANA PROJ.INM.
The Associated Companies of NEINVER, S.A. during the financial years 2010 and 2009
were as follows:
centages that have been stated, allowing it
to exercise a significant influence thereon.
In the financial year 2009, the Company
recognised its shareholdings in Naves Comerciales en Renta, S.A. and Aeronass,
S.A. as associated companies, because it
exercises significant management influence. In 2010 has increased its holding in the
latter, classifying it as a group (Note 1).
68
69
Differend Games, S.A.’s financial statements as at 31st December 2010 and 2009
are not available, because it is in receivership since 2008.
The parent company exercises a significant
influence over the management of the associated companies, because it owns at
least 20% of their share capital.
being audited up to 31 December 2010
and 2009 by auditors other than the auditors of NEINVER, S.A.: R.A. Parque Solar,
A.I.E., audited by Deloitte, S.L. and IRUS
European Retail Property Fund audited by
Ernst & Young, S.A.
The Multi-group Companies of NEINVER,
S.A. during the financial years 2010 and
2009 were as follows:
The following associated companies are
Amount of
the interest
% of interest
Name of the
Associated
company
Registered
address
Type of
interest
NEMAB, S.A.R.L.
Luxemburg
Direct
Company’s
activities
2010
2009
2010
2009
50.00
-
5,192
-
Real estate
management and
administration
MAB ROPPENHEIM, S.A.R.L.
France
Indirect
(NEMAB)
100.00
-
8,116
-
Real Estate
development
CHAMPS VERNET, S.A.R.L.
"
"
100.00
-
1,101
-
Real Estate
development
BELLEGARDE VILLAGE DES
ALPES, S.A.R.L.
"
"
100.00
-
863
-
Real Estate
development
NEIMAN, S.A.R.L.
Gran Ducado
de Luxemburgo
Indirect
(Lux
Malta)
25.00
-
7,252
-
Real estate
management and
administration
GALERIA MALTA, S.P.Z.o.o.
(antes NEINVER Malta,
S.P.Z.o.o.)
Polonia
Indirect
(Neiman)
100.00
*
29,009
-
Real Estate
development
GALERIA K, S.A.R.L.
Gran Ducado
de Luxemburgo
Indirect
(Nv.
Polska)
50.00
-
19,166
-
Real estate
management and
administration
PROJEKT KATOWICE,
S.P.Z.o.o.
Polonia
Indirect
(Galeria
K)
100.00
*
15,797
-
GALERIA KATOWICKA,
"
Indirect
(Proj.
Kat.)
54.65
100.00
15,094
1,462
"
50.00
S.P.Z.o.o.
NP SPV-1, S.P.Z.o.o.
"
-
* Group companies in 2009
1
-
Real estate
management and
administration
Real Estate
development
In 2010 the Parent Company subscribed,
at the time of incorporation, 50% of the
shares in Nemab, S.A.R.L., and it took part
in all of the capital increases in the same
proportion. This company has been classified as a multigroup company, because
an agreement for its joint management has
been reached with the other shareholders.
As indicated under Note 1, the Company
Neiman, S.A.R.L. has been considered
a multigroup Company after signing an
agreement for the joint management thereof with the rest of the shareholders, even
though the holding percentage is 25%.
Last of all, the Company Galeria K, S.A.R.L.
has been incorporated, 50% of it being
held by NEINVER Polska, Sp.Zoo. on the
basis of a joint management agreement
with the rest of the shareholders (Note 1).
integrated using the proportional integration method based on the actual holding
percentage as from the time of incorporation or acquisition.
Companies whose registered address is in
Poland present their financial statements
in zloties, therefore they have applied the
rules provided for the conversion of financial statements in foreign currencies included in section 60 of the Standards for
the Preparation of Consolidated Financial
Statements approved in Royal Decree
1159/2010.
The following multi-group companies are
being audited up to 31 December 2010
and 2009 by auditors other than the auditors of NEINVER, S.A.: Galeria Malta, Sp.
Zoo. audited by Ernst & Young in 2010 (in
2009 was considered the group company).
These multi-group companies have been
3. Other investee companies.
Other companies in which NEINVER, S.A. held an interest exceeding 5% in the financial
years 2010 and 2009 were as follows:
% of interest
Name of the
Associated
company
Registered address
Type of
interest
Genetrix, S.L.
Tres Cantos - Madrid
Direct
Amount of
the interest
2010
2009
2010
2009
9.72
6.96
2,287
1,177
Real Estate
development
These companies have been classified as assets-available-for-sale (Note 17.1.1).
Company’s
activities
Biotechnology
research
70
71
4. Basis of presentation of the consolidated financial statements
C. Comparing the information
A. True and fair view
These consolidated financial statements
have been drawn up on the basis of the
accounting records of the companies included in consolidation, after carrying
out the adjustments and reclassifications
necessary for the consolidation. These
consolidated financial statements have
been issued by the Board of Directors of
NEINVER, S.A. and will be submitted for
approval by the General Shareholders’
Meeting and filing at the Mercantile Registry. The General Shareholders’ Meeting is
not expected to make any amendments to
the consolidated financial statements.
The financial statements have been drawn
up in accordance with accounting stan-
dards governing the procedure for obtaining a true and fair view of the net worth,
financial position and results of the Companies. Particular attention has been paid
to the provisions of articles 42 to 49 of
the Spanish Commercial Code, the Royal
Decree 1159/2010, which approved the
rules for the issuance of annual consolidated financial statements and the Order of
the Ministry of Economy and Finance dated 28 December 1994, which approved
the rules governing the adaptation of the
General Chart of Accounts to Real Estate
Companies (insofar as they are not contrary to the provisions of the General Chart
of Accounts approved by Royal Decree
1514/2007).
According to the transitional provisions of
Royal Decree 1159/2010, which modified certain aspects of the General Chart
of Accounts approved by Royal Decree
1514/2007, and which approved the rules for the issuance of annual consolidated financial statements, the modifications
made have been applied prospectively
from 1st January 2010, and have not had
any significant impact on the annual financial statements. Likewise, in accordance
with these provisions, the Company has
chosen to present the comparative figures
without adapting to the new criteria. Therefore these statements are considered as
the first statements for the purpose of the
principles of uniformity and comparability.
D. Items shown under several headings
To ensure that the Balance Sheet shows
the short-term and long-term parts sepa-
rately, certain items are shown under several headings, as detailed below:
B. Critical aspects of the measurement and estimation of the uncertainty
In preparing the annual financial statements, the Directors have made assumptions that are based on experience and on
other factors that they deem reasonable
in accordance with current circumstances
and that constitute the basis for establishing the book value of the assets, liabilities,
income, expense and obligations included
in the financial statements and that cannot
be measured easily by other sources. These assumptions principally refer to:
•
•
•
The useful life of the tangible assets
and intangible assets, as well as real
estate investments.
Asset measurement to determine the
existence of impairment losses.
The methods used to calculate the
reasonable value of the financial ins-
•
•
truments.
The tax results in future years and
that have served as the basis for recognising different corporate income
tax-related balances in these financial
statements.
The calculation of provisions.
Although the estimates about the analyzed
facts have been made with the best information available at the date of issue of the
consolidated financial statements, events
that may take place in the future could make
it necessary to upgrade or downgrade them
in future years. If so, this would be done
prospectively, recognizing the effects of the
change of estimate in the consolidated financial statements for the financial year in
which they came to light.
Long-term part
Short-term part
Total
2010
-
-
-
2009
69,628
15,853
85,481
Loans to employees
Long-term part
Short-term part
Total
2010
35
22
57
2009
775
25
800
72
73
E. Other information
For companies carried by the equity
method, the initial book value of the holding carried by the equity method is the
percentage represented by said investment in the fair value of the assets and
liabilities of the acquired company; if the
difference between the cost of the holding and the calculated book value is po-
These financial statements have been prepared by applying the accounting principles contained in the Code of Commerce,
the Revised Text of the Corporate Enterprises Act, and the General Accounting Plan.
Unless indicated otherwise, all the figures
in the financial statements are expressed
in euro thousand to be the currency of the
primary economic environment in which it
operates the Parent Company.
sitive it is stated as a greater value of the
investment carried by the equity method;
if said difference is negative, it is recognised as income for the year in the consolidated income statement (“Negative
differences in consolidation, companies
by equity method”).
5. Valuation principles
C. Transactions between companies included in the scope of consolidation
A. Consolidation principles
All gains and losses on transactions between the group companies are removed
from the consolidated income statement
and deferred until they are made in transactions with third parties outside the group.
The accounts have been consolidated in
accordance with the following principles
and criteria:
•
•
•
By the global integration method for
those companies in which it has a
controlling interest.
Via the proportional integration
method for multigroup companies in
which there is a joint control.
By the equity accounting method for
•
companies in which it has a significant
influence but not a majority of votes.
The minority shareholders’ interest in
equity is recorded under “Minority interests”, on the liabilities side of the consolidated balance sheet and their participation in the income for the year is
shown under the “Income attributed to
minority interests” heading of the consolidated income statement.
B. Consolidation difference
The difference between the consideration
transferred in order to obtain a controlling
stake in the acquired company, plus, in
the event of successive acquisitions of
holdings or combinations by stages,
the fair value on the date of acquisition
of any previous holdings, and the proportional part of the equity representing
the holding in the capital of the acquired
company, once fair values are allocated
to the assets and liabilities that are assumed and, as the case may be, once
the individual goodwill has been written
off, will be recognised, if it is positive, as
“Consolidation goodwill”; in the exceptional event of it being negative, it will be
recognised as income for the year on the
consolidated income statement (“Negative difference in business combinations”).
The consolidation goodwill is not amortised, and every year it is analysed whether
it contributes to raising income for the
Group; if it does not, the impairment
should be recorded irreversibly.
group companies have also been removed from the consolidated balance sheet.
In multi-group companies, the write-off
is recorded in proportion to the percentage held.
Reciprocal credits and debits between
D. Standardization of itemss
The value of certain items is standardized,
as and when necessary, in order to adapt
the valuation criteria used by the controlled
companies to those used by the Parent
company, as the basis for issuing the consolidated financial statements.
All the controlled companies consolidated
by the global and proportional integration
method they have the same year end date,
no time-related standardization is necessary.
Furthermore, if the amounts of the items
to be removed do not match or any item
remains to be recorded, the adjustments
necessary to remove such items are made.
E. Conversion of financial statements of foreign accounts
Investee companies’ financial statements denominated in foreign currencies of non-European Monetary Union
countries have been converted into euro
pursuant to the criteria of converting assets and liabilities at the closing date exchange rate and equity items including
profit/(loss) for the year, have been con-
verted at the historic exchange rate.
The resultant conversion difference is recorded under the “Exchange rate differences” in equity item of the enclosed consolidated balance sheet, after deducting the
part applicable to minority interests.
74
75
F. Intangible fixed assets
Assets start to depreciate the month after
they have been acquired, by the straightline method in terms of the estimated useful life. The residual life and useful life of
assets are revised and adjusted, where
necessary, on the balance sheet date.
Intangible fixed assets are initially measured at cost, either at cost price or
production cost. After initial recognition,
intangible fixed assets are measured
at cost, minus cumulative depreciation
and, where necessary, the cumulative
amount of any recognised impairment
corrections. Each intangible fixed asset
item is analysed to determine if the useful life is finite or indefinite.
Computer software shows the cost
of acquiring and developing software,
which is written-off by the straight-line
method over four years, which is its estimated useful life.
R&D expenses are charged to each
specific project and the cost is clearly
established. This heading is used to
record the direct costs, mainly relating
to personnel, materials and outsourced
services, incurred in the development of
new products that will be marketed in
the future. When each specific project
has been completed successfully, the
related capitalized expenses are transferred to the software or industrial property
item and are written off by the straightline method over 3 years, starting when
the product is launched onto the market.
However, if the project is not considered
to be commercially feasible, all the capitalized expenses incurred during the
project are recorded as expense for the
financial year at that time.
G. Tangible fixed assets
Intangible fixed asset items are valued at
their acquisition cost, plus the additional
expenses that occur directly related before they are commissioned, any indirect
taxes when they cannot be recovered, the
estimated present value of the expenses
of disassembling, dismantling or removing
them and of restoring the item’s site, plus
any financial expenses incurred whenever
more than one year elapses before they are
commissioned.
The Group Companies do not have any
commitments regarding the dismantling,
removal or restoration of its fixed assets.
Therefore no amounts for the coverage of
such future obligations have been recorded in the assets.
The useful life are as follows:
Years
Machinery and Furniture
10
Data processing equipment
3-4
Other fixed assets
0-10
Any expansion, modernization or improvement costs that represent an increase
in the productivity, capacity or efficiency or extend the useful life of assets are
capitalized as the increased cost of the
pertinent assets, due to remove the items
which have been replaced. Maintenance
and repair costs are charged to the profit
and loss account as and when they occur.
The cost and accumulated depreciation of
any tangible fixed assets that are disposed of or withdrawn from use are removed
from the accounting records. The resulting
profit or loss is carried over to the fixed
asset profit or loss, as appropriate.
H. Investment properties
The Group companies classify as investment properties the non-current assets
that are properties owned to obtain rent,
capital gains or both, rather than to be
used for the production or supply of goods
or services or for administrative purposes,
or for sale in the ordinary course of operations. For the appraisal of investment properties, the property, plant and equipment
criteria are used for land and construction,
and they are presented measured at their
acquisition cost less the corresponding
cumulative depreciation and any impairment losses. Depreciation is calculated by
the straight-line method, according to the
estimated useful life of the property, plant
and equipment, which ranges from 33 to
50 years.
The cost of the buildings constructed by the
Group has been measured in accordance
with the criteria described in Note 5.l).
I. Leases or operating lease
A lease is classified as an operating lease
if the lessor retains a substantial part of the
risks and rewards incidental to ownership.
Lease payments under an operating lease
(net of any incentive received from the lessor) are charged to the income statement
for the period in which they accrue on a
straight-line basis over the lease term.
When the assets are leased under an operating lease, the asset is carried on the balance sheet according to its nature. Lease
revenue is recognized by the straight-line
method over the lease term.
76
77
J. Financial instruments
This category includes securities representing debt instruments and equity instruments owned by other companies not
classified in any of the previous categories.
1. Financial assets
Loans and receivables
Trade and non-trade loans are included,
but not any financial assets for which the
holder may not recover substantially all of
its initial investment, other than because of
credit deterioration.
Loans and receivables are initially valued
at fair value, which will normally be the
transaction price. However, credits for
commercial transactions maturing within
one year and without contractual interest,
as well as employee advances and loans,
dividends receivable and calls on equity
instruments are valued at their face value,
provided that updating the cashflows is not
significant.
Subsequently they are measured at amortized cost. Accrued interest is recorded in
the income statement, applying the effective interest rate method. However, credits
maturing in less than one year that have
been recognized initially at their face value,
according to the provisions of the previous
paragraph, will continue being recognized
at that value.
At the year end, any value corrections required due to value impairment are made if
there is objective evidence that not all the
amounts owed will be recovered. Value
corrections and any necessary reversal are
recognised in the income statement.
They are initially measured at fair value
(transaction price), and this includes the
amount of any preferential acquisition
rights and similar rights that may have been
acquired. Changes in the fair value are recognised directly in total equity, until the financial assets are removed from the balance sheet or impaired, when the impairment
loss is charged to the income statement.
Appraisal corrections are made if there
is objective evidence that the value of an
available-for-sale financial asset has been
impaired as a result of one or more events
and that in the case of acquired debt instruments, reduce or delay the future estimated cashflows, that may be caused by
the debtor’s insolvency; or in the case of
equity instrument investments, the fact that
the book value of the asset cannot be recovered. The instrument will be presumed
to have been impaired if its price falls forty
per cent in one and a half years, without
its value having been recovered. However,
it might be necessary to recognize an impairment loss before the end of this period
or before the price has dropped by the said
percentage.
Cash and other cash equivalents
This heading of the enclosed Balance
Sheet is used to record cash on hand, demand deposits and short-term, highly liquid
investments readily convertible to known
amounts of cash and which are subject to
insignificant risk of changes in value.
Held-to-maturity investments
These include securities representing debt,
with a fixed maturity date, receipts of a determined or determinable amount, that are
traded on an active market and that the
company actually intends and has capacity to hold until maturity. If the any Group
company sold a non-insignificant amount
of the financial assets held to maturity, the
whole category would be reclassified as
available for sale. These financial assets are
booked under non-current assets, except
for assets maturing within 12 months of the
balance sheet date, which are classified as
current assets.
The valuation criteria are the same as for
loans and receivables.
Interest and dividends received from financial assets
Interest and dividends from financial assets accrued after they are purchased
are recognised as income in the income
statement. Interest is recognised using
the effective interest rate method and dividends when the shareholder’s right to receive dividend is established.
Derecognition of financial assets
The Group companies will derecognise a
financial asset, or part of it, when the contractual entitlements to cashflows of the
financial assets expire or have been assigned. The risks and rewards inherent to
their ownership must have been transfe-
rred substantially, in circumstances that will
be assessed by comparing the company’s
exposure, before and after the transfer, to
the change in the amounts and in the net
cashflow schedule of the transferred asset.
78
79
2. Financial liabilities
3. Own equity instruments
Debits and payables
In this category are classified trade and
non-trade debits. Upon initial recognition,
they are recognized at fair value which is
the transaction price, which is equivalent
to the fair value of the consideration paid
plus directly attributable transaction costs.
However, trade debits maturing within one
year and with no contractual interest, and
calls on shares made by third parties can
be designated at their face value.
Subsequently they are measured at amortized cost. Accrued interest is recorded in
the income statement, applying the effective interest rate method. However, debits
maturing in less than one year that have
been recognized initially at their face value,
according to the provisions of the previous
paragraph, will continue being recognized
at that value.
If borrower and lender exchange debt instruments that have substantially different
me statement but under equity.
The expenses arising from transactions
with own equity instruments that have
been waived are recognised on the income
statement.
K. Accounting hedges
income statement, together with any
change in the fair value of the hedged
asset or liability that is attributable to
the hedged risk.
The Group companies use derivative financial instruments to hedge the risks to
which their operations and cash flows are
exposed, mainly variations in interest rates and in exchange rates.
Derecognition of financial liabilities
The Group companies will derecognise a
financial liability when the obligation has
expired. It will also derecognise any own
financial liabilities that it acquires, even if it
intends to place them back on the market
in the future.
Treasury shares held by the Parent company are recognized at the cost price
minus equity; the resulting expenses are
deducted from the reserves. The results
obtained in transactions with own equity
instruments are not recorded on the inco-
terms and conditions, the original financial
liability will be derecognised and the new
one will be recognised. The differences
between the book values of the derecognised financial liabilities and the considerations paid will be recorded in the income
statement for the financial year in which
they occur.
•
In order for these financial instruments
to qualify as hedges, initially the Group
companies designate them and document the hedging ratio, checking its efficiency at the end of each year, that is, it
is expected that the changes in the fair
value or in the cash flows of the hedged
item are virtually offset with those of the
hedging instrument, and that the results
arising from the hedge range within 80%125% in respect of the result of the hedged item.
The types of hedges are:
•
Fair value hedge
Changes in fair value are carried in the
Cashflow hedge
The cash part of fair value changes is
carried in the total equity. It is charged
to the income statement in the financial years in which the scheduled hedged transaction affects earnings for
the year, unless the coverage corresponds to a scheduled transaction that
ends in the recognition of a non-financial asset or liability, in which case the
amounts carried in the total equity are
included in the cost of the asset when
it is acquired or of the liability when it
is assumed.
The non-cash part of fair value changes is recognized in the income statement.
80
81
L. Stocks
rate, construed as the average spot exchange rate on that date. Any exchange
gains and losses that occur during this
process, and any that occur when such
assets and liabilities are liquidated, are
recognised in the income statement for
the financial year in which they occur.
Most of the stocks of the consolidated
companies refer to real estate assets and
therefore comprise the buildings completed but not sold by the year end, buildings under construction on such date
and any land that is intended for sale.
Stocks are valued at the lower of their
cost price or market price. If the market
price is lower, the necessary amount is
transferred to a provision account.
The following items are taken into account in calculating the costs:
•
•
•
•
•
•
•
Cost of the plots of land: cost price
and related expenses.
Project
expenses,
management
costs and professional fees.
Subcontractors’ bills and invoices.
Building materials.
Staff costs of works.
Building-related taxes.
Other minor expenses directly related
with the project and construction.
For inventories requiring a period of over
a year to be in a condition allowing them
to be sold, the cost includes the financial expenses directly attributable to the
acquisition or construction of the asset
until it is in operating conditions; any financial expenses incurred subsequently
are charged to expenses. In the case of
plots of land, any financial expenses directly related to their purchase are regarded as an additional cost of the purchase
until the time that they become available
for the construction work to start. In any
event, any financial expenses accrued
during the period in which there have
been no adaptation and construction
preparatory works are not included as a
purchase cost
Market price is construed as the average
selling price per square metre, after subtracting variable selling expenses. This
price is then compared with the real cost
per square metre in the case of finished
buildings, or with an estimate of the total
cost to be incurred per square metre in
the case of buildings under construction.
The cost of the land, plots and work in
progress is adjusted to the net realisation
value, setting aside, as the case may be,
the corresponding provision for impairment. The realisable value is based on
the appraisal conducted by an independent expert.
M. Foreign currency transactions
Transactions in foreign currencies will
be converted into functional currency by
applying the spot cash exchange rate,
that is to say, the exchange rate used in
the transactions with immediate delivery,
to the foreign currency amount, between
both currencies, on the transaction date,
which is the date on which the requirements for its recognition are met.
Non-monetary items valued at historic
cost will be given by the exchange rate
on the transaction date. If the asset is
written off, the depreciation charges are
calculated on the amount in the functional currency by applying the original recognition date exchange rate. This cannot exceed the amount recoverable at
that time.
Non-monetary items valued at their fair
value are valued by applying the fair value
fixing date exchange rate.
N. Corporate Income Tax
The Group does not file consolidated
Corporate Income Tax returns, and therefore its member companies file individual returns and pay corporate income
tax in terms of profit or loss shown in
their respective financial statements. The
corporation tax in the consolidated statements of income is the sum of the individual corporation taxes, corrected by the
effect of consolidation adjustments.
1. Corporate income tax
Pursuant to current company law, Company Tax is calculated on the basis of the
accounting profit or loss, amended by
any permanent differences between such
accounting profit or loss, and the tax profit or loss (tax assessment basis). Tax rebates and allowances permitted against
the quota are considered a reduction of
the amount of Company Tax accrued
during the year. Corporate income tax
assets and liabilities are valued and recorded as the amounts that the company
expects to be reimbursed by or pay to
the tax authorities in accordance with
current regulations, or any regulations
approved and pending publication at the
balance sheet date.
2. Deferred Tax
Deferred tax arises from income and expenses being allocated to different years,
for accounting and tax purposes, as a result of differences that exist between current company law and tax law. Deferred
tax income or expense arises from the recognition and cancellation of deferred tax
assets and liabilities. Deferred tax assets
and liabilities are valued and recorded at
the rates of tax expected at the time of
reversal in accordance with regulations
currently in force or approved and pending publication at the year-end, for the
amounts that the company expects to be
reimbursed by, or pay to the tax authorities in accordance with regulations currently in force or approved and pending
publication at the year-end.
Monetary items are valued at the yearend by applying the year-end exchange
82
83
O. Income, expenditure and services rendered
P. Provisions and contingencies
Income and expenditure have been reported in keeping with the accrual criterion, in
other words, when the actual movement
of goods and services that they represent
takes place, regardless of when the monetary movement arising takes place. Nonetheless, the Company only records the
profit realized as at the balance sheet date,
whereas foreseeable liabilities and losses
are recorded in general as soon as they
become known.
Income from sales of goods and services
rendered are valued and recorded as the
fair value of the balancing item, received or
to be received, which is the price agreed
for such goods or services after deducting
any discount, price rebate or other similar
items. Any taxes levied on these transactions and that the companies must charge
third parties, as well as the amounts received from third parties do not form part of
turnover.
The sale of goods is recognized when the
Company:
•
•
•
the significant risks and advantages
arising from the ownership of the
goods have been transferred to the
buyer. Specifically, the ownership of
the assets or goods is transferred
when the public deed of purchase and
sale is executed or when the goods
are made available to the customer.
has relinquished managerial involvement,
to the extent customarily associated
with ownership, and effective control
over the goods,
the costs incurred or to be incurred
•
•
can be reliably measured,
it is probable that any future economic
benefit associated with the revenue
will flow to the Group,
the revenue has a cost or value that
can be measured reliably.
Group management believes that the criteria specified above are generally met when
the property sale has been legally ratified
by public deed.
According to the valuation rules set out
in the adaptation of the General Chart of
Accounts to Real Estate Companies, any
advances received before property sales
are booked in the accounts are recorded
under “Trade debtors for sales and services rendered” or “Cash and bank balances”, depending on their nature, the balancing entry being recorded under “Advance
payments by customers”. When a sale is
booked because the significant risks and
benefits inherent in the ownership of the
property have been transferred to the buyer, the prepayments by customers balance is written off and recorded under sales.
In accordance with valuation rule number
18 of the adaptation of the General Chart of
Accounts to Real Estate Companies, interpreted according to the new General Chart
of Accounts, annual turnover is calculated
as the amount of the contracts, whatever
their date, associated to buildings that are
materially ready to be delivered to customers during the financial year. Meanwhile,
the contracts signed are recognized as
described in the previous paragraph.
Provisions are valued on the balance sheet
date based on the present value of the best
possible estimate of the amount necessary
to cancel or transfer the obligation to a
third party. Any adjustments arising in updating the provision are booked as financial
expense as and when they accrue. When
the provisions mature in one year or less,
and the financial effect is not significant, no
type of discount is required.
The Group sets aside provisions for the
expenses scheduled following the completion of the development until the final
settlement and the expiry of the liability for
quality deficiencies, hidden defects, extraordinary repairs and other contingencies
in the properties that are delivered, finished
and yet to be sold.
On the other hand, contingent liabilities are
deemed to be any possible obligations arising as a consequence of past events, the
materialisation of which is conditional upon
the occurrence or otherwise of one or more
future events that are independent from the
will of the Company. Said contingent liabilities are not recorded in the accounts and
if they arise they are explained under the
relevant Note to the financial statements.
Q. Transactions with payments based on equity instruments
Transactions with payments based on
equity instruments are any transactions
that, in exchange for receiving goods or
services, including those rendered by employees, are liquidated by the Company
with its own equity instruments or with an
amount based on the value of own equity
instruments, such as stock options or share revaluation rights.
The Parent company and its employees
have signed a stock options plan, which
on maturity will be paid in cash.
rent company will recognise the services
received from its employees as a personnel expense; it will also recognise a liability
based on the value of the stock options to
be delivered on the stock option granting
agreement date. Both figures will be measured at the fair value of the liability, with
regard to the date on which the requirements for its recognition are met. Subsequently, and until it is liquidated, the liability
will be measured at its fair value at each
year end, and any change in value arising in
the financial year is charged to the income
statement.
During the plan’s maturity period, the Pa-
84
85
R. Classification of balances as current and non-current
6. Goodwill in consolidation
In the enclosed Balance Sheet, the balances are classified as non-current and
current. Current balances are any that the
Company expects to sell, use, disburse or
realize during its normal operating cycle,
and any balances that do not fall within this
category are classified as non-current.
The changes in the accounts included under this heading were as follows:
Amount
Balance as of 01.01.09
S. Environmental investments and expenses
The Parent company and the Group companies engage in the real estate development business by subcontracting the
building works to contractors who are ultimately responsible for the environmental
impact, so the Group does not have any
significant environmental expenses, assets, liabilities, provisions or contingencies
in relation to its net worth, financial position
and earnings. Therefore this Report does
not include specific information about environmental issues.
-
Deprec. & amortization
-
Payments
-
Receipts
Deprec. & amortization
Payments
T. Criteria used for the registration and assessment of staff costs
According to current labour regulations, the
Companies are obliged to pay compensation to any employees that it dismisses,
under certain conditions. The Management
considers that there will not be any significant severance payments, and therefore
there is no severance pay provision.
806
Receipts
806
(3)
803
is not, the net balance is charged at that
time to the income for the year.
The goodwill of the companies consolidated by global integration (net of depreciation) breaks down as follows:
In accordance with valuation rule 5.b),
goodwill in consolidation is written off over
ten years, which is period during which it
is estimated to contribute to providing revenues; if it is estimated that the reasonably insured above mentioned contribution
2010
Pacto Ibérico Consolidated
2009
803
803
-
3
803
806
NEINVER Polska Consolidated
7. Negative differences
The negative differences in business combinations, which are recorded on the consolidated income statement for the year
2010, correspond to the integration, via
NEINVER Polska, Sp.Z.oo. and LuxMalta,
S.A.R.L., of the subgroup made up by Nei-
man, S.A.R.L. and Galeria Malta, Sp.Z.oo.,
after the latter was contributed by NEINVER Polska, Sp.Z.oo., integrated proportionally because there was a joint control
with the rest of the shareholders.
86
87
8. Minority interest
This item breaks down as follows:
Year 2010
Share
Capital
Profit/loss
for the year
Valuation
charges
adjustments
Valuation
charges
adjustments
Total
Year 2009
Valuation
Profit/loss
charges
for the year adjustments
Share
Capital
Valuation
charges
adjustments
Total
N. Capital, S.L.
43
(6)
(2)
-
36
N. Capital, S.L.
43
(4)
(2)
-
37
Aeronass, S.A.
1,296
907
-
-
2,203
Aeronass, S.A.
-
-
-
-
-
234
40
(7)
-
267
234
46
(6)
-
274
6,265
(16)
(125)
-
6,124
-
-
-
-
-
26
199
2
-
227
NEINVER Italia, S.P.A.
26
106
93
-
225
664
(18)
(7)
-
638
Requenatur, S.A.
664
(1)
(3)
-
660
3
25,868
(2,189)
-
23,682
3
26,128
(261)
-
25,870
65
624
(38)
-
650
65
755
(132)
-
688
-
-
-
-
-
115
367
3
-
485
Others
-
-
-
-
12
-
-
-
-
(5)
Rentiber 2000, S.A.
Galeria Katowicka,
Sp.Zoo. (*)
Requenatur, S.A.
Prom.y Desarr. S.Levante,
S.L.
Arlas Invest, S.L.
Rentiber 2000, S.A.
Galeria Katowicka,
Sp.Zoo. (*)
Prom.y Desarr. S.Levante,
S.L.
Arlas Invest, S.L.
Others
33,837
(*) through NEINVER Polska
28,234
(*) through NEINVER Polska
88
89
9. Business combinations
me Tax withholdings levied on the interest
accrued by a bank deposit held by the joint
venture; these withholdings will be attributable to the Company for tax purposes, and the
joint venture cannot recover them.
have established a right of lien to the benefit
of the secured creditor as a guarantee of the
fulfilment of all of the obligations assumed by
the Economic Interest Group for the development of its business.
The Parent Company has granted a pledge
on its interest in the joint venture in favour of
the pledgees (the financial institutions Banesto and La Caixa) to guarantee fulfilment of all
the obligations undertaken by the joint venture, in order to engage in its business activity.
During financial year 2010, the Parent Company acquired 50% of Nemab, S.A.R.L.,
which is classified as a multi-group company, because it is managed according to a
joint venture agreement, and it is included by
means of the proportional integration method
in the consolidated financial statements.
During financial year 2010, NEINVER
Luxembourg, S.A.R.L. absorbed its subsidiary NEINVER Belgium, N.V., which was
wound up without liquidation. The merger involves companies of the same group whose
sole shareholder is the acquiring company,
which is why the transferred assets have
been carried in the acquiring company’s accounts at the same values as carried in the
acquired company’s accounts. This Com-
pany was dormant, and therefore no significant transactions have been conducted until
the date they were actually acquired.
The incorporation of the assets and liabilities
generated a negative difference of €416,000.
In 2009 the Group did not carry out any business combination transaction.
10. Changes in the proportional interest in Group companies
During the financial year 2010, the Parent
company incorporated NEINVER France,
S.A.R.L.; its Polish subsidiary NEINVER
Polska, Sp.Zoo. incorporated LuxMalta,
S.A.R.L., and Lestes Spolska SP.Zoo. Komandytowa has incorporated two subsidiaries, NEINVER Annopol, Sp.Zoo. and NEINVER Kracow, Sp.Zoo. incorporated in 2009.
At year-end the Parent Company acquired
a Parent stake in Aeronass, S.A., which in
2009 appeared as an associated company.
Also, the Parent Company acquired from
third parties the remaining 1% of Pacto
Ibérico S.P.G.S, S.A., entailing a transfer of
€485,000 from minority partners to consolidated reserves.
The subsidiary Henup Investimentos, S.A.
spinned off part of its equity into two new
companies, Henup 2, S.A. and Henup 3,
S.A., to which it transferred part of its ongoing properties.
Finally, NEINVER Luxembourg, S.A.R.L. has
absorbed its controlled company NEINVER
Belgium, N.V., as explained in the previous
note.
11. Joint ventures
The Parent Company holds a 20% interest in
RA Parque Solar, A.I.E., carried by the equity
method (Note 2).
RA Parque Solar, A.I.E. is a joint venture with
registered office in Madrid, incorporated on
17th July 2008 and, unless agreed otherwise,
will be dissolved in 2028. Its corporate purpose is the acquisition, by financial lease and
purchase, of electricity photovoltaic produc-
tion facilities located in Murcia for their subsequent operation under operating leases.
It was incorporated with a contribution of
€25,001,000, of which the Company acquired, on 31st July 2008, shares representing
20% of the total for €5,000,000; the remainder, up to the total carried as an investment
amounts to €484,000 (€425,000 in 2009)
and relates to a contractually established
contribution for funding the Corporate Inco-
In the year 2010, both the Parent Company
and its subsidiary NEINVER La Toja, S.L.U.
acquired holdings in Naviera Kingman, A.I.E.,
respectively 3% and 17%, and it is classified
as a company carried by the equity method.
(Note 2).
Naviera Kingman, A.I.E. is an economic interest group with registered address in Las
Palmas de Gran Canarias, incorporated on
2nd April 2008 with unlimited duration. Its
corporate purpose is the acquisition under
a financial lease and the construction of a
‘standby’ ship in order to subsequently exploit same by means of an operating lease.
Both companies acquired, on 18th November 2010, holdings representing 20% of the
total at a price of €720; the remaining sum
up until the total recorded as an investment
amounts to 15 million euro and it will be paid
by all of the partners before the deadline set
at 30th June 2012, and a total of €454,000
and €2,572,000 respectively are to be contributed by the Parent Company and NEINVER la Toja, S.L.U. To this end, two credit
facilities were opened with the sole purpose
of financing the above transaction limited to
the amounts indicated above, which shall
be paid by means of the term deposits explained under Note 17.1.1. Both companies
Likewise during 2010, the Polish subsidiary
NEINVER Polska, Sp.Zoo. contributed
the portfolio of its subsidiary Galeria Malta,
Sp.Zoo. to LuxMalta, S.A.R.L., in which it
owns a 100% holding, which in turn contributed said portfolio to Neiman, S.A.R.L., initially 100% owned by LuxMalta, S.A.R.L., and
subsequently 75% of the portfolio was sold to
a third party, although by virtue of a joint venture agreement together they control Neiman,
S.A.R.L., therefore it has been considered a
multi-group company, and it is integrated via
proportional integration in the consolidated
financial statements.
Also, during 2010 the same Polish affiliate
contributed the portfolio of Projekt Katowice, Sp.Zoo. in the incorporation of Galeria K,
S.A.R.L., in which it has a 50% holding after
selling the other 50% to a third party. This is
considered a multigroup company by virtue
of a joint venture agreement that gives them
joint control, and it is integrated via proportional integration in the consolidated financial
statements.
The significant items corresponding to these
joint businesses are detailed under each of
the relevant notes.
90
91
12. Holdings in associated undertakings
The holding in the IRUS European Retail
Property Fund includes 20% of the value
of the consolidated equity of said entity.
Changes in this account during the financial years were as follows:
The increase in the holding of Naves Comerciales in Renta, S.A. is due to the fact
that it is carried by the equity method via
the holdings of the Parent Company and
Aeronass, S.A., once the latter became
globally integrated in the year 2010.
Amount
Balance at 01.01.09
Receipts
77,194
7,103
Payments
Balance at 31.12.09
Payments
Balance as 31.12.10
84,297
Assets
Liabilities
Equity
11,890
Ordinary
income
Profit/loss
(410)
95,777
2010
Total
Aerorent, S.A.
2,194
426
1,768
-
(1)
Pepe Jeans Polska, Sp.Z.o.o.
2,642
2,424
218
6,336
(336)
-
-
-
-
-
Irus European Retail Property Fund 1,088,575
642,670
445,905
91,471
53,826
RA Parque Solar, A.I.E.
193,839
236,706
(42,867)
17,404
(8,296)
5,402
929
4,513
417
180
70,235
57,344
12,891
-
(2,242)
-
-
-
-
-
Differend Games, S.A.
Each company accounted for the following amounts:
2009
Income
attributed
Total
Income
attributed
Naves Comerciales en Renta, S.A.
Naviera Kingman, A.I.E
Aeronass, S.A.
Aerorent, S.A.
820
(1)
821
7
110
(84)
219
23
-
-
-
-
89,181
10,765
82,650
(2,058)
-
-
-
-
3,087
35
197
9
2,579
(448)
-
-
-
-
410
12
Differend Games, S.A.*
Irus European Retail Property Fund
Aeronass, S.A.
The abridged financial information for
these companies is detailed below:
-
Year 2010
Receipts
In respect of RA Parque Solar, A.I.E., accumulated losses totalling €9,525,000
(€7,762,000 in 2009) are no longer recognised, and of said losses €1,844,000
correspond to losses in the year
(€2,191,000 in 2009).
95,777
10,267
* This company is bankrupt.
84,297
(2,007)
Year 2009
Liabilities
Equity
Ordinary
income
Profit/loss
Aerorent, S.A.
2,194
424
1,770
-
14
2,141
2,510
(369)
2,468
47
-
-
-
-
-
Irus European Retail Property Fund
996,311
583,060
413,251
74,176
(10,292)
256,423
286,875
(30,452)
16,297
(10,955)
5,299
966
4,333
453
208
-
-
-
-
-
4,009
38
3,971
-
(120)
Differend Games, S.A.
Aeronass, S.A.
Assets
92
93
13. Intangible fixed assets
Research and development expenses
show the corresponding expenses to a
new Company’s group, which activity is
the technological innovation.
Changes in this account during the financial years 2010 and 2009 were as follows:
Research Licenses,
patents
and deveand
lopment
tradeexpenses
marks
Industrial
Property
Software
Advances Total other
and other
intangible intangible
Consolidated
goodwill
Total
COST
Balance as at 01.01.09
1,193
6,000
202
2,459
39
9,893
806
10,699
Receipts
-
12
3
346
15
376
-
376
Reductions to scope
-
-
(20)
(131)
-
(151)
-
(151)
Payments
-
-
-
(1,010)
-
(1,010)
-
(1,010)
1,193
6,012
185
1,664
54
9,108
806
9,914
Receipts
-
-
45
458
515
1,018
-
1,018
Transfers
-
-
-
(14)
-
(14)
-
(14)
Payments
-
-
-
(721)
-
(721)
(3)
(724)
1,193
6,012
230
1,387
569
9,391
803
10,194
941
-
106
1,430
27
2,504
-
2,504
Provisions
239
2
38
319
-
598
-
598
Reductions to scope
-
-
(9)
(13)
-
(22)
-
(22)
Retirements
-
-
-
(882)
(1)
(883)
-
(883)
1,180
2
135
854
26
2,197
-
2,197
13
2
40
382
4
441
-
441
Transfers
-
-
-
(11)
-
(11)
-
(11)
Retirements
-
-
-
(491)
-
(491)
-
(491)
1,193
4
175
734
30
2,136
-
2,136
252
6,000
96
1,029
12
7,389
806
8,195
13
6,010
50
810
28
6,911
806
7,717
-
6,008
55
653
539
7,255
803
8,058
DEPREC. & AMORT.
Provisions
Licences, patents and trademarks
shows basically the fee that the Parent
company paid in 2005 for the administrative concession it was granted by the
Town Council of San Sebastián de los
Reyes (Madrid) for the exclusive use of a
plot on with the Company is constructing
a recreational complex. Furthermore,
when the facilities are open and running,
the company will pay an annual fee of
€15,000, adjusted annually by the CPI.
The concession is for 50 years from the
date that the service starts operating,
which is when it will start to be written
off. The Company has furnished bank
guarantees totalling €319,000 (Note
21.2) to cover any possible damages to
the facilities.
In both years, outgoing software applications correspond mainly to the writeoff
of obsolete programs, and the full loss is
stated on the income statement.
Inflows in 2010 under Prepayments and
other intangible assets record under prepayments the payments made by the
Parent Company to third parties for the
launch of a new Investment Fund that will
allow it to manage several investments in
the future, in exchange for which it will
charge fees.
At the end of 2010 and 2009 €333,000
and €304,000 respectively of tangible fixed assets had been fully written off and
were still in use.
During the financial years 2010 and
2009, the Company did not recognise or
reverse any significant value corrections
due to impairment for any individual intangible fixed asset.
At the close of the financial years 2010
and 2009, there were no intangible assets subject to ownership restrictions or
pledged to guarantee liabilities.
NET VALUE
94
95
14. Tangible fixed assets
“Advances and total work in progress”
shows the cost incurred as of the balance sheet date in the construction of
shopping malls that mainly were being
built by the affiliates in Madrid and Galicia (Spain), Portugal, Poland, Italy and
France (addition in 2010), and other property for lease.
The changes in the accounts included under this heading during the years were as follows:
Land and
buildings
Technical plant
and other tang.
fixed assets
Fixed assets
in course
and advances
Total
COST
3
8,097
178,436
186,536
Receipts
-
2,586
48,926
51,512
Increases due to transfers
-
-
16,990
16,990
(3)
(448)
(11,664)
(12,115)
Payments
Reductions to scope
-
(4,017)
(8)
(4,025)
Decreases due to transfers
-
(29)
(147,095)
(147,124)
-
6,189
85,585
91,774
Additions to scope prop. integ.
-
2
6,414
6,416
Receipts
-
2,309
50,748
53,057
352
15
68,437
68,804
-
(1,352)
(276)
(1,628)
Payments
-
(364)
(10,507)
(10,871)
-
-
(3,782)
(3,782)
352
6,799
196,619
203,770
-
3,063
-
3,063
Provisions
-
1,025
-
1,025
Reductions to scope
-
(13)
-
(13)
Retirements
-
(1,402)
-
(1,402)
-
(2)
-
(2)
-
2,671
-
2,671
Additions to scope prop. integ.
-
1
-
1
Provisions
1
742
-
743
-
11
-
11
Reductions to scope prop. integ.
-
(194)
-
(194)
Retirements
-
(316)
-
(316)
-
-
-
-
1
2,915
-
2,916
3
5,034
178,436
183,473
-
3,518
85,585
89,103
351
3,884
196,619
200,854
Reductions to scope prop. integ.
DEPRECIATION
At year-end 2010 the Parent Company
transferred, from the Inventories heading
(Note 18), the prepayments to a Clearing
Board in the Community of Madrid for
the acquisition of industrial land, the payments of which are taking place in keeping with the advancement of the urbanisation works carried out by the Board;
as explained under the Note, the price
of land has been impaired on the basis
of the fair value determined by an external appraisal, and the amount of the impairment in 2010 amounted to €88,000.
Cumulative deterioration amounts to
€13,308,000.
In 2010 the costs incurred by the Portugal subsidiary have been transferred
to “Investment property”, because the
construction of shopping centre has
been completed. In 2009, the costs incurred by the Poland subsidiary had
been transferred to “Investment property”, because the construction of shopping centre has been completed.
The companies no longer carried by global integration are Polish companies that
are now carried by proportional integration, according to the new control struc-
ture implemented during the year.
At the end of 2010, capitalized interest amounted to €3,858,000 (€61,000
in 2009). At the year-end, €751,000
(€289,000 in 2009) of tangible fixed
assets had been fully depreciated and
amortised. Likewise, there is not fixed
assets pertaining to the operation by
€357,000.
During financial year 2010, an impairment of €10,507,000 was recognised for
two works underway in Poland, stated as
Outgoing funds and reductions, besides
the €88,000 mentioned above; during
the financial years 2009, the Company
did not recognize or reverse any significant value corrections due to impairment
for any individual tangible fixed asset.
The Parent Company and some subsidiaries have been granted loans and
loans secured by mortgages on certain
items of work in progress with an outstanding balance at the year end of 2010
of €74,063,000 (€59,404,000 in 2009).
At year-end, the net value of the assets located outside the Spanish territory amounted to €60,083,000
(€277,656,000 in 2009).
The Parent Company and its controlled
companies have taken out several insurance policies to cover the risks to which
the tangible fixed asset items are subject. The coverage of these policies is
deemed sufficient.
NET VALUE
96
97
15. Investment properties
The investment properties comprise
shopping and leisure centres, as well as
a number of industrial premises, which
are geared towards obtaining income in
the long-term and are not occupied by
the Group companies.
The changes in the accounts included under this heading during the years were as follows:
Land
Buildings
Total
The cost of the buildings completed during the year and that are leased out was
transferred from “Advances and total
work in progress” to “Buildings”.
COST
86,554
222,352
308,906
159
4,352
4,511
-
155,839
155,839
Reductions to scope
-
(6,675)
(6,675)
(17,192)
(73,790)
(90,982)
(1,280)
(2,068)
(3,348)
Receipts
Payments
68,241
300,010
368,251
Additions to scope
4,349
-
4,349
Receipts
2,885
14,269
17,154
2,073
7,463
9,536
Payments
(16,140)
(115,718)
(131,858)
(2,916)
(5,642)
(8,558)
58,492
200,382
258,874
1,361
8,324
9,685
Provisions
5,105
7,190
12,295
AMORTIZATION
AND DEPRECIATION
-
3
3
Retirements
-
(2,440)
(2,440)
6,466
13,077
19,543
107
7,173
7,280
(5,409)
(5,228)
(10,637)
1,164
15,022
16,186
85,193
214,028
299,221
61,775
286,933
348,708
57,328
185,360
242,688
Provisions
Retirements
NET VALUE
During financial year 2010, a Polish affiliate sold a plot of land to a third party
and in Portugal a centre was sold to a
company owned by IRUS European Retail Property Fund. In 2009, the parent
company and its subsidiaries in Poland
and Italy sold four retail outlets to companies owned by IRUS European Retail
Property Fund. The profit made in these
transactions is booked as “Profit from
sale of tangible and intangible fixed assets” (Note 20.b).
The Land heading includes depreciation
amounting to €233,000 (€165,000 in
2009) associated to an usufruct, as well
as an impairment of €931 (€6,301,000 in
2009), corresponding to land located in
Poland.
Group companies have been granted
loans and credits secured by mortgages
on some of the leased buildings. At the
end of the 2010, the total pending repayment of these loans and credits amounted to €65,535,000 (146,579,000 at the
end of 2009).
The total value of the land carried under
the Buildings heading was €40,604,000
and €15,296,000 respectively at the end
of 2010 and 2009.
At the year 2009, capitalized interest
amounted to €3,509,000.
The revenue generated by these leaded
properties amounted to €33,824,000
and €35,687,000 respectively in 2010
and 2009.
At year-end, the net value of the assets located outside the Spanish territory amounted to €95,787,000
(€203,139,000 in 2009).
The Parent Company and its controlled
companies have taken out several insurance policies to cover the risks to which
the intangible fixed asset items are subject. The coverage of these policies is
deemed sufficient.
The Parent Company and some of the
16. Leases and other similar transactions
A. Operating leases: information as a lessee
The operating leases serviceable signed by the Parent Company as at 31st
December 2010 and 2009 represent
minimum payment obligations, with noncancellable instalments. The amounts
and binding periods are described below, upgraded CPI applicable to the Parent Company in both periods (1% and
-0.7%, respectively):
98
99
2010
2009
Amount of non-cancellable future minimum
operating lease payments, of which:
- Up to one year
- From one to five years
Minimal lease payments recognised
as expenses in the period
In both financial years, the Parent Company mainly pays rent for the offices in
which it carries out its activities. Broadly
speaking, the premises leases stipulate
788
780
4,059
3,900
4,847
4,680
788
800
the payment of an amount equivalent to
two months’ rent as a security deposit.
This amounts to €130,000 in both financial years.
The leased properties correspond mainly
to the Alegra shopping centre located in
Madrid, as well as to a number of industrial
premises in Spain.
In Portugal, the subsidiaries have signed
leases for a new shopping mall extension
worth €1,181,000 that is expected to open
to the public in July 2011; in 2009 one of
the subsidiaries had signed leases for a
shopping mall extension worth €2,519,000
a year, having been sold it to an IRUS Fund
company in 2010, when the inherent rights
and obligations have been transferred.
binding periods are described below,
upgraded CPI applicable to the Parent
Company in both periods (2.3% y -0.7%,
respectively):
2010
Generally lease agreements for commercial
premises include the delivery of an amount
equivalent to two months of rent as a guarantee or bond. There are no contingent
fees recognised as income in the year.
In Italy, one of the subsidiaries has signed
leases for an amount of €574,000.
A. Categories of financial assets and financial liabilities
A1. Financial assets breaks down as follows:
2009
Long term
Amount of non-cancellable future minimum
operating lease receipts, of which:
14,030
13,588
- From one to five years
73,076
54,180
158,792
146,102
245,898
213,870
Assets available for sale:
Held for trading
Valued at fair value
Valued at adquisition cost
Derivatives
Equity
instruments
2010
Loans, derivatives and others
2009
2010
2009
Total
2010
2009
Assets at fair value through profit or loss:
- Up to one year
- Over five years
Finally, in Poland, one of the subsidiaries
has committed to leases for €12,204,000
(€4,263,000 in 2009) by other shopping
malls under construction. Another of the
Polish companies inaugurated a shopping
mall in the first quarter of 2009, and by
31st December 2010 had signed contracts
amounting to €13,102,000 (€12,541,000
in 2009).
17. Financial instruments
B. Operating leases: information as a lessor
The operating leases receivable right by
the Parent Company as at 31st December 2010 and 2009 represent minimum
payment obligations, with non-cancellable instalments. The amounts and
100
-
-
-
-
-
-
-
-
36,814
15,723
36,814
15,723
2,283
2,791
-
-
2,283
2,791
1
1
-
-
1
1
-
-
224
-
224
-
2,284
2,792
37,038
15,723
39,322
18,515
101
Equity
instruments
Short term
2010
Loans, derivatives and others
2009
2010
2009
Total
2010
2009
2010
Loans to employees
Assets at fair value through profit or loss:
Held for trading
31
-
-
-
31
-
-
-
12,482
20,933
12,482
20,933
Assets available for sale:
Valued at fair value
-
-
-
-
-
-
Valued at adquisition cost
-
-
-
-
-
-
-
-
-
-
-
-
31
-
12,482
20,933
12,513
20,933
Derivatives
In 2009, Assets available for sale included the holdings that the Parent Company in 99.99% of Asclepiodoto, S.L.,
and 2.65% of Magus Creativa Europe,
S.L. (the rest of the shares of this company are owned by Asclepiodoto, S.L.),
companies that are not included in the
scope of consolidation because it does
not control them nor does it have significant influence over them, and the 9.75%
of Genetrix, S.L.
S.L. all the class B shares (50 shares),
keeping the class A shares (1,387,256
shares), which is why the parent company, despite owning 99.99% of the
shares, does not control the company
because it does not have the majority of
the voting rights, nor did it have a significant influence. The shareholding in this
company was classified as an availablefor-sale asset, and is not included in the
scope of consolidation.
In 2009, the parent company acquired
all the shares in Asclepiodoto, S.L. from
third parties at their face value, and then
took part in several capital increases of
Asclepiodoto, S.L., contributing the shares of its subsidiary Magus Creativa Europe, S.L. (Note 1), as well as the loans it
was owed by Asclepiodoto, S.L. On 18th
December 2009, Asclepiodoto, S.L.
amended its articles of association, dividing its 1,387,306 shares into two classes with the same economic rights, but
different voting rights: holders of Class A
shares are entitled to 1 vote per share
and holders of Class B shares are entitled to 1,500,000 votes per share; the
parent company sold to Teckel Gestora,
During financial year 2010 the Parent
Company sold the entirety of the equity
interests in Asclepiodoto, S.L. to a related party, recording the loss amounting
to €2,000,000 on the income statement.
At year-end 2010, Assets available for
sale exclusively contains the portfolio
of Genetrix, S.L. The changes in the fair
value of these shares totalled €75,000
(€2,844,000 in 2009), and the company
has booked €3,000 (€2,019,000 in 2009)
under equity.
35
775
Loans to other controlled companies
31,394
12,877
Long-term deposits and guarantees
2,165
2,071
Long-term deposits
3,026
-
194
-
36,814
15,723
Long-term loans to other related parties
showed in 2009 the loans granted to Magus Creativa Europe, S.L., which mature
in March 2011 and accrue a floating interest rate calculated as the 3-month Euribor
plus 2%.; during financial year 2010, they
have been transferred to short-term, together with the accrued interest that has
not yet been collected. Also, €24,020,000
correspond to loans granted by the Parent
Company to Hoplomagus, S.L.U. by virtue of the credit assignment agreements it
held in respect of Magus Creativa Europe,
S.L. and Asclepiodoto, S.L., there being a
6-year repayment commitment. Last of all,
in 2010 this heading included €4,224,000
corresponding to the part of the loan
granted by a group company to another
related company, which being integrated
proportionally has not been fully deleted.
It also includes the loan granted in 2005 to
Differend Games, S.A., for a maximum of
€750,000, repayable in 2010 and of which
€725,000 had been drawn at the yearsend. This loan accrued not interest; and
it is totally covered in both financial years.
Long-term deposits include those made
by the Parent Company and its subsidiary
NEINVER La Toja, S.L.U., associated to
two credit accounts of the same amount,
and both parties have established rights
of lien to the benefit of the financial institution granting the loan as a guarantee of
the fund contribution obligation assumed
by both companies in their capacity as
partners of Naviera Kingman, A.I.E.
Long-term derivatives state the fair value
of an interest rate swap (IRS) signed in
2010, maturing in 2019 and for €15 million, the fixed rate being 2.5% and the variable rate being the Euribor, amounting to
€224,000 fair value (Note 17.5).
The details of “Long-term Loans and receivables” account were as follows:
2009
102
103
The details of “Short-term Loans and receivables” account were as follows:
A2. Financial liabilities breaks down as follows:
Long-term
2010
2009
1,393
5,344
Companies by equity method
2,559
1,254
Trade dedtors
4,263
3,622
1,964
3,492
Loans to third parties and employees
2,303
6,303
-
918
12,482
20,933
Bank loans
and overdrafts
2010
Debits and payables
444,928 381,749
Hedge derivatives
Short-term
2009
-
“Short-term credits to companies by equity method” lists the loans that the Parent
company has granted to Pepe Polska,
Sp.zoo. and Teckel Gestora, S.L. The accrued but not due interest amounted to
€19,000 (€24,000 in 2009).
The main items under loans to third parties
are the loans granted to Magus Creativa
Europe, S.L., totalling €4,966,000 and maturing throughout 2010; during 2010 the
parent company and Asclepiodoto, S.L.
(majority shareholder of Magus) have signed a debt assignment contract with Magus Creativa Europe, S.L. for €3,147,000;
additionally, based on the contract entered
into by the partners of Magus Creativa
Europe, S.L. on 18th December 2009,
the Parent Company undertook to assign to Asclepiodoto, S.L. all the loans it
had granted it. At the end of financial year
2010, the Parent Company had assigned
to Hoplomagus, S.L.U. (a partner of Asclepiodoto, S.L.) its dividend rights arising
from said contract with Asclepiodoto, S.L.
in exchange for €3,147,000, as well as the
dividend rights arising from the loan contracts and the credit facilities granted to
Magus Creativa Europe, S.L. amounting
to €20,873,000. At year-end 2010, the accrued and uncollected interest owed by the
latter totals €126,000.
Also, the Parent Company had granted at
year-end 2010 a loan of €3,150,000 to a
partner, due in 2016 and with a floating interest rate.
In 2009, Others financial assets mainly was
formed by short-term deposits.
Debits and payables
2009
20,195
12,912 465,123 394,661
2,402
444,928 381,749
22,597
Bank loans
and overdrafts
2009
92,817 203,544
Hedge derivatives
-
2010
2009
2,402
6,884
19,796 467,525 401,545
Total
2010
2009
42,837
37,776 135,654 241,320
1,015
92,817 203,544
43,852
Equally there is included a mortgage loan
granted to the other Polish affiliate Integrated proportion (25%) backed by properties under lease for €30,170,000 (totalling
€122,000,000; €112,101,000 in 2009),
6,884
Derivatives,
others
-
Long-term bank loans include, on the
one hand, several mortgage loans for
properties under lease (Note 15) granted to the Parent Company and totalling
€217,690,000 (€66,294,000 in 2009), of
which €26,232,000 (5,041,000 in 2009)
correspond to short-term debt; in 2009
also included is the long-term portion of a
mortgage loan granted to an Polish affiliate,
likewise backed by property and totalling
€3,334,000, of which €10,733,000 correspond to short-term debt, which has been
cancelled totally in 2010.
Total
2010
-
2010
Trade receivables, companies carried by
the equity method mainly includes the trade balance with IRUS Fund and its subsidiaries.
Derivatives,
others
2,414
2010
1,015
2009
2,414
40,190 136,669 243,734
which matures in 2015 (in 2009 was in
2012) and interest rate.
In the year 2010 the Italian subsidiary
subscribed a mortgage loan in respect of a
property under lease (Note 15) amounting
to €3,122,000, due in 16 years (payments
begin in 2012) and with a floating interest
rate of Euribor + 2.15%.
Likewise included are €14,622,000 of the
mortgage loan granted to a Spanish subsidiary in March 2010 guaranteed by the
property under construction (Note 14), for
a maximum sum of €24,712,000 (or 60%
of the total investment, if it is less), due in
March 2023 and with a floating interest rate
of Euribor plus 2.5%; the payment of this
loan will begin in 2012. Also, a Polish affi-
104
105
liate received during the year a mortgage
loan for the property under construction
(Note 14) with a ceiling of €30,098,000; it
has used €3,369,000, due in 5 years starting in 2012, with a floating interest rate of
Euribor + 2.5% for one tranche and Euribor
+ 3.15% for the rest of the loan.
Finally, there is included a loan granted to
the other subsidiary in 2009 for a nominal
of €172,929,000 (€164,724,000 in 2009)
and with a single maturity in 2014, a fixed
interest rate of the 4.45% until October
2012 and a floating rate of the Euribor+2%
until maturity, maintaining the collateral security on this company’s current accounts
(€605,000 in 2010 and €2,347,000 in 2009)
and on the amounts of VAT receivable from
the Spanish Tax Office (€610,000 in 2010
and €1,126,000 in 2009), all its shares, the
right of gainful use of its land and the commitment to mortgage them as soon as they
are replotted (Notes 18 and 21.2), with an
overall maximum liability of €294 million in
2010 and €287 million in 2009, as well as
the assignment of all the rights vis-à-vis the
sellers of the plots of land that the latter
grant to the controlled company.
On the other hand, in 2009 the Parent Company recognized three long-term credit accounts with a total ceiling of €36,000,000,
of which 35,296,000 had been drawn down
at year-end; in 2010 these accounts were
cancelled because as of 15th March 2010
the Parent Company signed a syndicated
commercial credit agreement with several
credit institutions with which it held policies
and loans due in 2010, 2011 and 2013, by
means of which it refinanced the existing
debt to a total €164,054,000 in two maximum tranches: one of €114,054,000 and
another revolving tranche of €50,000,000.
The balance disposed of at year-end was
€151,083,000.
Also, the Parent Company and its subsidiary NEINVER La Toja, S.L.U. took out,
in the year 2010, two credit policies with
ceilings of €454,000 and €2,572,000
respectively, with a single maturity in July
2014, which have been fully disposed of,
with the sole purpose of financing the tax
lease transaction in relation to a stand by
ship under construction via Naviera Kingman, A.I.E. As a guarantee, two deposits
for the same amount have been pledged
(Notes 17.1.1 and 21.2).
The short-term portion of these loans is
included under the heading Short-term
amounts owed to credit institutions, together with unpaid accrued interest.
Varying interest rates apply to these debts,
the average interest rate being 3% (2.5%
in 2009).
Other long-term debits and payables include bonds and deposits totalling €2,907,000
(€2,981,000 in 2009) from the tenants of
the leased properties, therefore there is not
a fixed date of refund, because that will depend on the date when each lease agreement is definitively terminated. As far as the
Parent Company is concerned, a percentage of these bonds have been deposited
with the IVIMA (Madrid Housing Institute).
The bonds are stated at cost.
Also, there is included one loan granted by
the external partner to a subsidiary totaling
€9,931,000, with a single maturity in 2014;
they accrue an interest of Euribor plus
1.5%. Also included in 2010 is the integrated part of the loan granted by the external
partner to a Polish subsidiary with a single
maturity in 2015.
ce of sale of the outlet centre and the future
enlargement that is taking place (Notes 14
and 21.2).
Short-term amounts owed to credit institutions include, on the one hand, the shortterm portions of the long-term loans described above; in 2009 included is a mortgage
loans totalling €8,400,000 granted to the
Parent Company with a guarantee maturing in 2010.
On the other hand, one loan agreements
granted to the Parent Company (eleven
in 2009) with a ceiling of €58,601,000
(€199,601,000 in 2009) are included, of
which €58,564,000 (€174,390,000 in
2009) have been drawn down, therefore an
amount of €37,000 (€24,671,000 in 2009)
remains which has not been used. Also,
during financial year 2010 a Portuguese
subsidiary signed an insurance policy due
in 2011, with a ceiling of €12 million and a
floating interest rate, and at year-end 2010
it had disposed of €4,429,000. Last of all, a
Spanish subsidiary obtained a loan to pay
VAT totalling €1,872,000 and due in the
short term.
The accrued and unpaid interest totalling €1,720,000 at year-end is also included (€3,639,000 in 2009), as well as
€1,340,000 to pay other expenses in 2009.
The details of Short-term “Debits and payables” account were as follows:
2010
2009
14,556
1,280
2,241
2,458
18,585
16,872
1,776
108
Sundry creditors
4,402
13,125
1,277
1,476
42,837
35,319
Amounts owed to equity method
Trade creditors
Employees (Accrued wages and salaries)
Other short-term liabilities in 2010 included, among others, the loans owed by
the subsidiaries of Nemab, S.A.R.L. to the
other partner.
Last of all, this category includes
€3,000,000 that a subsidiary owes to a
supplier of assets (in 2009 this amount
was included under short-term debt) because in 2010 a modification in the payment method of the debt was agreed to,
namely by the delivery of 4.33% of the pri-
106
107
108
Long-term and short-term derivatives liabilities include the following interest rate swaps (IRS):
B. Information on deferred payments to suppliers. Third additional provision,
“Duty to Report” of Law 15/2010, of 5th July
Interest rate
Bank
Start year
Maturity
Nominal
fixed
variable
Fair value
2010
2009
On 31st December 2010, the balance
pending payment to suppliers and trade
creditors in excess of the 85 days esta-
blished by Law 15/2010 of 5th July, for
Group’s domestic companies are summarized below:
Amount
Banco Popular
2007
2010
58,000
4.10%
euribor
-
(1.193)
La Caixa
2009
2010
9,000
1.50%
euribor
-
(33)
Banco de Santander
2009
28-9-12
18,686
2.40%
euribor
(246)
(151)
La Caixa
2011
16-12-13
6,257
1.76%
euribor
(38)
-
Bankinter
2011
16-12-13
10,806
1.76%
euribor
(29)
-
Bancaja
2011
15-12-13
7,821
1.76%
euribor
(22)
-
Banco popular
2011
15-12-13
17,666
1.76%
euribor
(85)
-
Banesto
2011
15-12-13
18,021
1.76%
euribor
(110)
-
Caja Madrid
2011
15-12-13
10,689
1.76%
euribor
(61)
-
Deutsche bank
2011
16-12-13
2,672
1.76%
euribor
(21)
-
BBVA
2011
16-12-13
11,608
1.76%
euribor
(69)
-
BBVA
2011
30-5-15
8,400
2.17%
euribor
(51)
-
Banco de Santander
2011
15-12-14
8,000
2.54%
euribor
(107)
-
Banco de Santander
2011
8-3-12
10,114
1.80%
euribor
(46)
-
Banco de Santander
2011
8-3-15
4,500
2.46%
euribor
(28)
-
Loans to third parties
Banco de Santander
2011
8-3-15
2,730
2.46%
euribor
(28)
-
Derivatives
Pekao (Poland) (*)
2009
2012
130,000
4.27%
euribor
(1,249)
(6,831)
Nordea (Poland)
2009
2018
10,500
4.93%
euribor
(1,227)
(1,090)
Within the legal maximum period
(3,417)
(9,298)
87.58%
4,126
12.42%
33,224
100.00%
Referrals that exceed the legal maximum
period to the year end
37
C. Classification by maturity
1. Maturity of financial asset instruments at the end of 2010
Maturity in years
Over
5
2010 2013 2014 2015 years
Total
2011
Investments in group and associated companies::
1,964
-
-
-
-
-
1,964
1,534
13
4
4
4,238
27,170
32,963
-
-
-
-
-
224
224
Financial investments::
Total Fair value
29,098
Remainder
Total payments for the year
%
Advances to suppliers
-
73
-
3,026
-
2,093
5,192
1,534
86
4
3,030
4,238
29,487
38,379
-
58
57
24
55
-
194
1,252
-
-
-
-
-
1,252
Trade accounts receivable and other accounts receivable:
Long-term
2,402
6,884
1,393
-
-
-
-
-
1,393
Short-term
1,015
2,414
Trade debtors, companies by equity method
2,560
-
-
-
-
-
2,560
Trade dedtors
4,263
-
-
-
-
-
4,263
* Proportionally integrated company in 2010.
Employees
Total
769
-
-
-
-
-
769
8,985
-
-
-
-
-
8,985
13,735
144
61
3,054
4,293
29,487
50,774
109
2. Maturity of financial liability instruments at the end of 2010
E. Hedging
Maturity in years
2011
2010
2013
2014
2015
Over 5
years
Total
Liabilities:
92,817 53.206 73,976 217,110 51,338
Derivatives
49,297 537,744
1,015
1.753
436
107
106
-
3,417
14,556
2.122
-
10,931
4,469
2,673
34,751
108,388 57.081 74,412 228,148 55,913
51,970 575,912
The Group uses derivative financial instruments, mainly to significantly hedge
against the interest rate risks of its financial position. The changes in the reasonable value of these derivatives are booked
in the Net Worth “Other valuation change
adjustments”, and the balancing entry is
booked under “Financial investments” in
the case of an increase in value or under
“Other financial liabilities” in the case of a
decrease in value, and under long or short
term depending on when the derivative
matures.
As described under Notes 17.1.1) and
17.1.2), the Group has entered into seventeen financial swap (six in 2009), sixteen of
them agreements in order to hedge cash
flow requirements (five in 2009) and one
of them agreements in order to fair value.
Their fair value is summarised below:
2,241
-
-
-
-
1
2,242
18,585
-
-
-
-
-
18,585
1,776
-
-
-
-
-
1,776
Sundry creditors
4,402
-
-
-
-
-
4,402
1,277
-
-
-
-
-
1,277
26,040
-
-
-
-
-
26,040
2010
224
2,190
-
1,227
51,971 604,194
2009
-
8,209
-
1,089
Amounts owed to equity method
Trade accounts payable and other accounts payables:
Trade creditors
Employees (Accrued wages and salaries)
Total
136,669 57,081 74,412 228,148 55,913
D. Reclassifications of financial assets
During 2010 the shareholding in Aeronass,
S.A. has been reclassified from associated
companies to group companies, for the
reasons described in Note 1.
As described earlier, in the financial year
2009 the shareholdings in Aeronass, S.A.
and Naves Comerciales en Renta, S.A.
were reclassified from assets available for
sale to associated companies, because
the Parent company exercises significant
influence in these companies through common shareholders and directors.
Fair value hedge
Cash flow hedge
Assets
Liabilities
Assets
Liabilities
The amounts recognized as cash flow hedges during both years are detailed below:
In the other hand, the shareholding in Magus Creativa Europe, S.L. was reclassified
from Group Companies to assets available
for sale because it contributed the shareholding in this company in the capital increase of Asclepiodoto, S.L., classified as
an available-for-sale asset because it does
not control the company or have any significant influence in it and, indirectly, in Magus Creativa Europe, S.L., for the reasons
described in Note 17.1.1). In 2010 NEINVER Group did not have a direct or an indirect holding in any of these companies.
Amount recognised in equity
Amount charged to income statement from equity
2010
2009
1,514
5,746
858
1,300
The amounts in the profit and loss of fair value hedges are detailed below:
2010
Hedge instrument
1,227
2009
1,089
110
111
F. Information about the nature and extent of risks arising from financial
instruments
in fixed interest instruments. During 2010,
the floating interest rates of the Group’s
Management of this risk is controlled by the
Parent Company’s Treasury department,
which identifies, evaluates and covers risks
in accordance with policies approved by
the Board of Directors. The Board provides
policies for global risk management, as
well as for specific areas of risk such as exchange rate risk, interest rate risk, liquidity
risk, use of derivatives and non-derivatives
and investment of surplus liquid assets.
1. Market risk
• Exchange rate risk
Exchange rate risk arises from present and
future commercial transactions, recognised
assets and liabilities and net investments in
foreign operations are denominate in a currency that is not the functional company’s
currency. The Group operates internationally and therefore, is exposed to exchange
rate risk on transactions conducted in foreign currency, especially in polish zloties.
Management has established a policy for
managing the exchange rate risk of foreign
currencies against the functional currency
(euro). It is obligatory to hedge the entire
exchange rate risk to which the Group is
exposed with the Treasury Department. In
order to manage the exchange rate risk
arising from future commercial transactions
and the recognised assets and liabilities,
forward rate agreements are negotiated by
the Treasury Department. Interest rate risk
arises when future commercial transactions
or the recognised assets or liabilities are
denominated in a currency other than the
Company’s functional currency. The Treasury Department’s risk management policy
seeks to hedge from 75% to 100% of the
planned transactions. The products used
are catalogued as efficient and without any
type of optionality.
• Price risk
The Group companies are exposed to the
price risk involving capital securities due to
investments that are held and classified on
the balance sheet as available for sale or at
a fair value with changes in the income sta-
tement. In order to manage the price risk
originating from investments in capital securities, the Group diversifies its portfolios
according to the stipulated ceilings.
borrowings averaged 4.58% per annum
(4.77% in 2009).
2. Credit risk
Credit risk arises from cash and cash
equivalents, derivative financial instruments and deposits with banks and financial institutions, as well as from wholesale and retail customers, including
outstanding receivables and committed
transactions. Credit control measures the
customer’s credit quality, taking into ac-
count their financial position, past experience and other factors.
Given the nature of the customers, especially the tenants, we cannot appraise
their credit risk. All of them are customers
without an external credit rating.
3. Liquidity risk
Prudent liquidity risk management implies having sufficient cash and marketable securities as well as the ability to
draw down sufficient financing through its
existing credit facilities to settle its market
positions. Given the dynamic nature of its
underlying business, the Group’s Treasury
Department aims to be flexible with regard
to financing through draw downs on contracted credit lines.
In this respect, on 15th March 2010 the
Parent company signed a €164.3 million
syndicated loan that will substitute all the
loan agreements outstanding on that date,
which was signed by all the companies
with loan agreements in favour of the company. This loan matures in five years and
is secured by a mortgage on the Group’s
unencumbered assets on the date that the
syndicated loan was signed. The external
sources of financing are therefore reclassified from current to long-term, improving
the quality of the debt.
Management monitors forecasts regarding
the Group’s liquidity reserve (which comprises undrawn credit facilities and cash
and cash equivalents in terms of forecast
cashflows).
• Interest rate risks
The Group companies’ interest rate risk
arises from the use of borrowed funds.
Borrowings issued at variable interest rates
expose the companies to cash flow interest
rate risk. Borrowings issued at fixed rates
expose the Company to fair value interest
rate risk. The Group’s policy is to maintain
approximately 10% of its borrowings were
112
113
G. Equity
2. Reserves of the Parent company
Detail of the reserves of the Parent Company is as follows:
Changes in the treasury stock account during the financial years were as follows:
2010
Number of
treasury
shares
Percentage
of total
shares
Cost price
per share
Total
cost price
Distributable reserves
Non-distributable reserves
Profit/loss from previous years
51,187
3.45%
0.487
24,929
Acquisitions
-
-
-
-
Disposals
-
-
-
-
51,187
3.45%
0.487
24,929
Acquisitions
-
-
-
-
Disposals
-
-
-
-
51,187
3.45%
0.487
24,929
The Parent Company has no plans regarding the final destination of its treasury shares.
2009
290,903
291,449
4,449
4,449
(3,938)
-
291,414
295,898
The legal reserve cannot be distributed
and, if it is used to offset losses because
no other sufficient reserves are available for
such purpose, the amount used must be
replaced with future profit until the reserve
represents 20% of the share capital again
(this limit has been reached in 2007).
Non-distributable reserves relating to the
legal reserve. The legal reserve is allocated pursuant to section 274 of the Revised
Text of the Corporate Enterprises Act, according to which an amount equal to 10%
of the profit for the year must be assigned
to the legal reserve until such reserve represents at least 20% of the share capital.
3. Reserves in consolidated companies
Each company accounted for the following amounts:
1. Share capital of the Parent company
On 31st December 2010 the share capital
consisted of 1,482,655 bearer shares and
1,000 shares fully subscribed and paid up
bearer shares, each with a face value of
€15.
The Universal Special General Shareholders’ Meeting held on 16th April 2002,
authorized the Board of Directors to issue
a B Series of registered shares, with transferability restrictions, by converting 1,000
treasury shares, numbered from 297,001
to 298,000.
2010
All the shares enjoy the same rights, and
are not listed on any official stock market.
NEINVER Polska, Sp.z.o.o.
The only company that owns more than
ten per cent of the Parent Company’s
share capital is TECKEL GESTORA, S.L.,
which owns 56.15%. However, the latter
company is not included in the scope of
consolidation because it does not own the
majority of the voting rights of NEINVER,
S.A., according to its articles of incorporation, nor do its directors form a majority on
the Board of Directors of NEINVER, S.A.
NAM España, S.L.
Pacto Ibérico, S.G.P.S.
*
60,579
15,769
62,199
32,359
*
849
352
*
12,088
19,983
(1,240)
(678)
(541)
(533)
Promoc.y Desarrollo S.Levante, S.L.
(1,381)
(1,062)
Arlas Invest, S.L.
(3,126)
(2,964)
(624)
(651)
574
303
(206)
(28)
129,171
62,850
NEINVER Lusitana, S.A.
OTIN ITB, S.L.
NEINVER Luxembourg, S.A.R.L.
I.E.R.Property Management, S.A.
Others
*
* Consolidated
2009
114
115
1- CUENTAS ANUALES CONSOLIDADAS_
4. Reserves in associated companies
6. Other valuation charge adjustments
This item lists the changes in the net worth of the associated undertakings after the
first consolidation, broken down as follows:
2010
2009
1,583
110
Differend Games, S.L.
(3,970)
(3,970)
4,285
2,580
27
93
1,925
(1,187)
I.E.Retail Property Fund
Others
The adjustments for assets available for
sale and cash flow hedges are stated ac-
cording to the following detail:
Assets available for sale
Cash flow
herges
Total
2010
2009
2010
2009
2010
2009
(3)
(2.019)
(659)
(964)
(662)
(2,983)
-
-
(1,012)
(5,533)
(1,012)
(5,533)
NEINVER, S.A.
Galeria Malta, Sp.Zoo.
NEINVER La Toja, S.L.U.
(3)
(2,019)
157
(1,514)
(6,497)
157
(1,517)
(8,516)
5. Exchange rate differences
In accordance with the year-end exchange rate method used in converting the annual accounts of the controlled companies
that are prepared in a foreign currency, the
difference between the amount of equity,
converted at the historic exchange rate
and the net equity calculated by converting
the assets, rights and obligations at the
year-end exchange rate, after deducting
minority interests, is recorded with a positive or negative sign in the “Exchange rate
differences” account.
Those corresponding to the companies carried by the equity method refer exclusively
to RA Parque Solar, A.I.E., IRUS European
The exchange rate differences of the companies consolidated by global integration
were as follows:
7. Other information
2010
None of the shares of the Group companies are officially listed.
2009
Retail Property Fund and Naviera Kingman,
A.I.E. (this only in 2010).
or have been authorised by the shareholders’ meeting in any of the group’s companies.
Similarly, no capital increases are underway
Lestes, Sp.z.o.o.
NEINVER Czeck, S.R.O.
(1)
(2)
(2,612)
(5,542)
13
7
(2,600)
(5,537)
8. Minority interests
The information on this item is included in Note 8.
The exchange rate differences of the companies consolidated by equity method were as
follows:
2010
Pepe Polska, Sp.z.o.o
I.E.Retail Property Fund
2009
86
76
(107)
61
(21)
137
116
117
1- CUENTAS ANUALES CONSOLIDADAS_
18. Stocks
buildings in the course of construction.
Changes in the real estate-related stock accounts during both years were as follows:
Land and
plots
Work
in course
(long cycle)
Advances
to suppliers
Total
312,041
2,433
74,083
388,557
Receipts
15,625
1,270
-
16,895
Transfers
-
(1,239)
(3,382)
(4,621)
(58)
-
(151)
(209)
13
-
(2,734)
(2,721)
327,621
2,464
67,816
397,901
Receipts
15,178
164
2
15,344
Transfers
(2,073)
-
(66,566)
(68,639)
(155)
-
-
(155)
(4,710)
-
-
(4,710)
335,861
2,628
1,252
339,741
Payments
Impairment
Payments
Impairment
Land
and
plots
includes
mainly
€262,098,000 (€252,401,000 in 2009)
of various properties located in Palma de
Mallorca, which will be reparcelled, as well
as €31,906,000 (€31,906,000 in 2009)
of lucrative developments, which have
been pledged to secure a loan. Also pledged is the mortgage on such properties
once they have been reparcelled (Note
17.1.2); Capitalized interest amounted to
€38,536,000, with €8,245,000 from 2010
and €30,291,000 from previous years.
Also, the Company recorded an impairment of €4,703,000 in the price of that land
based on the fair value determined by an
external appraisal, and it is included under
the Procurement heading.
This item also includes €18,112,000 of rural land located in Getafe (Madrid).
Last of all, this heading includes land located in Poland to be used mainly for housing
developments, the cost of which is stated
as Long-Cycle Works; the interest that is
activated amounts to €1,151,000, of which
€5,000 correspond to the year 2010 and
€1,146,000 are from prior years; at the end
of 2010 and 2009 a provision was set aside
for impairment amounting to €10,237,000
and €9,908,000 respectively (stated under
Procurement in the Income Statement).
Prepayments to suppliers include, on the
one hand, the amounts paid by the Parent
Company according to an agreement for
the acquisition of land in the Madrid Region, and during the financial year 2010
were transferred to Work In Progress (Note
14), because the Parent company has signed a contract to build industrial units and
then lease them.
On the other hand, in 2009 included the
prepayments made by the Parent Company to a Clearing Board in the Madrid
Region for the acquisition of industrial land;
payments are made according to the advancement of the urbanisation works carried out by the Board (special guarantee
in Note 21.2); at the end of 2009, the Parent Company had impaired the price of
the land in proportion to the prepayments
that were made, on the basis of the fair
value determined by external appraisers;
said impairment amounted to €13,220,000
(€10,486,000 were impaired in 2008). At
year-end 2010 the Parent Company had
transferred those prepayments to Assets
under construction (Note 14) because it
estimated that in 2011 the remaining plots
would be recorded under deeds and the
relevant projects would commence.
Moreover, at year-end one of the subsidiaries had delivered €1,250,000 on account
for the purchase of a plot in the Madrid Region, the purchase price being agreed at
€15 million.
No financial expenses were capitalised under this heading in addition to those mentioned above in both financial years.
19. Tax position
A. Corporate income tax
The Group does not file consolidated Corporate Income Tax returns, and therefore its
member companies file individual returns
and pay corporate income tax in terms of
profit or loss shown in their respective financial statements. The corporation tax in
the consolidated statements of income is
the sum of the individual corporation taxes,
corrected by the effect of consolidation adjustments.
Shown below is a reconciliation of the net
amount of income and expense for the financial year and the taxable income for
corporate income tax:
At both years end, customers had not signed firm sale commitments, with regard to
118
119
Year 2010
€10,738,000 (€6,241,000 in 2009). Finally, included here are those due to foreign
subsidiary transactions based on their tax
legislations.
Profit and Loss Account
Balance of income and expenses
for the financial year
23,666
Increases
Reductions
Corporate Income Tax
Net effect
4,410
Loss carryforwards
(120)
Permanent differences:
Arising in the year
18,252
31,472
(13,220)
Temporary differences:
Arising in the year
14,113
16,323
Taxable base (Tax result)
Year 2009
(2,210)
12,526
Profit and Loss Account
Balance of income and expenses
for the financial year
45,617
Increases
Reductions
Corporate Income Tax
Taxable base (Tax result)
Year of origin
2009
Spanish
Foreign
Total
1996
2
-
2
2
-
2
1997
1
-
1
1
-
1
(102,953)
1998
2
-
2
2
-
2
2
1999
4
-
4
4
-
4
2000
1
-
1
1
-
1
2001
2
-
2
2
-
2
598
-
99,357
202,310
2
46,420
48,485
(2,065)
5
1,735
(1,730)
2002
3
-
3
3
-
3
(60,531)
2003
3
-
3
3
158
161
2004
2
-
2
2
37
39
2005
59
154
213
59
156
215
2006
1,702
450
2,152
1,702
449
2,151
2007
1,663
264
1,927
1,663
621
2,284
2008
1,139
695
1,834
1,139
1,414
2,553
2009
10,620
923
11,543
na
na
na
15,203
2,486
17,689
4,583
2,835
7,418
Base imponible (resultado fiscal)
The decreases in the taxable portion due
to permanent differences relate mainly to
revenues that are not taxable and the increases to the allocation of profit of companies treated as look-through entities
and to non-tax deductible expenses. The
Parent company applied the monetary co-
2010
Total
Arising in the year
Arising in previous years
Tax losses can be offset against taxable
income within the fifteen financial years
following the financial year in which they
arise or within the period stipulated by
each country’s laws, in the case of foreign
companies. The tax losses are as follows
(before considering the tax payable for the
financial year):
Foreign
Arising in the year
Temporary differences:
During 2010, the Parent Company applied
international double taxation of interest
amounting to €42,000 (€30,000 in 2009),
as well as to the reinvestment of the proceeds obtained from the sale of a property amounting to €529,000 (€199,000
in 2009); the amount reinvested totalled
27.31% (14.17% in 2009), therefore only
the proportional part can be deducted.
Spanish
Net effect
Permanent differences:
Arising in previous years
The temporary differences correspond
to the reversal of the deferred tax due to
reinvestments in the Parent Company’s
property, plant and equipment until 2002,
as well as to the deferred tax arising from
the leasing contract that expired in 2007;
in 2009 is also included in the fair value of
the transactions provision based on equity
instruments totalling €1,409,000. Negative
temporary differences also shows the fair
value of the provision based transactions in
equity instruments of the parent company
totalling €-1,409,000. Last of all included
here are those due to foreign subsidiary
transactions based on their tax legislations,
corrected in some amounts for consolida-
tion adjustments.
rrection due to the sale of buildings, originating a permanent negative difference of
€251,000in 2009. Also, the part corresponding to the negative tax base of the
joint venture in which the Parent Company
and one of its subsidiaries has a holding
have been attributed, the amount being
120
121
B. Current tax assets and liabilities
D. Other taxes
According to current legislation, tax payments cannot be considered final until the
tax returns that are filed have been examined by the tax authorities, or until the fouryear time of prescription, or the period stipulated by each country’s laws, in the case
of foreign companies, has elapsed; At present, the companies’ tax returns for the last
four financial years (or the corresponding
period in the case of foreign affiliates) are
liable to inspection by the tax authorities.
The breakdown of balances with Public
Administration bodies, included under Cu-
rrent Assets and Liabilities, is the following:
Receivable balance
2010
C. Deferred tax assets and liabilities
Current tax assets
2010
2009
2010
2009
3,723
5,004
-
-
10,162
26,368
-
-
-
-
4,034
339
Other tax debits
-
-
2,006
24,531
13,885
31,372
6,040
24,870
Other tax credits
The detail of deferred taxes is as follow:
2009
Payable balance
Deferred tax assets
-Temporary differences
8,397
15,256
Deferred tax liabilities
-Temporary differences
Deferred tax
Deferred tax assets include, for the domestic companies, a total of €284,000
(€1,722,000 in 2009) mostly originating
from the tax effect of the appraisal of the
hedges and the assets available for sale,
having considered items that can be appraised at their fair value with changes in
equity. A total €8,113,000 (€13,534,000
in 2009) originated from the foreign subsidiaries as a result of the application of
their respective regulations, as well as
corrections due to the write-offs of intercompany transactions.
Deferred tax liabilities include €1,780,000
(€1,871,000 in 2009) from the Parent
Company originating mainly from the
(3,913)
(8,440)
4,484
6,816
commitment to reinvest the proceeds
obtained from the sale of properties prior
to 2002; as real estate is involved, the
profit not included in the taxable portion
will be added to it in equal parts over the
tax years during which the assets and
liabilities in which the investment is materialized are written off. Also, €67,000 correspond to another Spanish subsidiary
due to the tax effect of the appraisal of
cover. The remaining amount corresponds to a foreign subsidiary (two foreign
subsidiaries in 2009), and €2,801,000
are attributed to the deferred tax to be
paid between 2010 and 2011 by the Italian affiliate, cancelled this year.
Current tax assets include mainly the debit
balance due to the refund of taxes of the
different Group companies.
refunded to different subsidiaries. They are
stated under the ‘Other debtors’ heading in
the Current Assets on the Balance Sheet.
Other tax credits include mainly Value
Added Tax and other taxes to be offset or
Current tax liabilities mainly relates to the
corporate income tax credit balance.
20. Income and expenses
A. Distribution of consolidated net turnover
The turnover of each line of business was as follows:
2010
2009
Lease income
33,824
35,687
Supply of services and other incomes
18,809
19,577
52,633
55,264
122
123
Geographically, the Group makes most of
its sales in the Madrid Region, although it
obtains part of its lease revenues in other
Autonomous Communities, as well as Poland, Italy and Portugal. A summary is as
follows:
Year 2010
NEINVER, S.A.
%
Total
consolidated
profit (loss)
Attributable
to minority
interests
Income attributed
to the parent
company
(8,717)
-
(8,717)
(3)
-
(3)
(769)
-
(769)
N. Capital, S.L.
(18)
(2)
(16)
Lestes, Sp.Z.o.o.
2010
2009
Spain
42.88
40.20
Poland
35.58
39.51
Aeronass, S.A.
113
-
113
Italy
5.52
11.69
Rentiber 2000, S.A.
(17)
(6)
(11)
Portugal
7.83
5.70
7,100
(125)
7,225
Others
8.19
2.90
648
2
646
100.00
100.00
NAM España, S.L.
831
-
831
(471)
-
(471)
17,497
-
17,497
(438)
-
(438)
Sotifensa, S,L.
(48)
-
(48)
Oficina Técnica ITB, S.L.
(12)
-
(12)
Requenatur, S.L.
(16)
-
(16)
(44)
(7)
(37)
(4,863)
(2,188)
(2,675)
Almuraver, S.L.
(5)
2
(7)
Segofield, S.L.
(8)
-
(8)
Promcat Alternativa, S.L.
(9)
-
(9)
Arlas Invest, S.A.
(86)
(39)
(47)
Nemab, S.A.R.L.
(125)
-
(125)
10,462
-
10,462
301
-
301
21,303
(2,363)
23,666
NEINVER France, S.A.R.L.
NEINVER La Toja, S.L.
B. Gains on disposal of intangible fixed assets
This heading shows the profit on the sale
to third parties of leased properties ow-
ned by the Group companies, as stated
in Note 15.
C. Exchange rate differences
These gains and losses were recorded by
the Parent Company and the subsidiaries
NEINVER Lusitana, SA
Prom.Desarr. Sector Levante, S.L.
companies NEINVER Polska, Sp.Z.o.o.
and Galería Malta, Sp.Z.o.o. mainly by the
D. Contribution by each company to the consolidated results
Each company included in the under
consolidation contributed the following
Pacto Ibérico, SGPS
amounts to the consolidated earnings. Minority interests are shown separately.
Irus European Retail Property
Management Company, S.A.
* Consolidated
124
125
Year 2009
Total
consolidated
profit (loss)
NEINVER, S.A.
Lestes, Sp.Z.o.o.
N. Capital, S.L.
Rentiber 2000, S.A.
Attributable
to minority
interests
Income
attributed
to the parent
company
(5,240)
-
(5,240)
(2)
-
(2)
(15)
(2)
(13)
(16)
(6)
(10)
23,549
0
23,549
29,933
93
29,840
Factory S.G., S.L.
499
-
499
NEINVER La Toja, S.L.
(22)
-
(22)
Pacto Ibérico, SGPS
258
3
255
(562)
-
(562)
(43)
-
(43)
(8)
-
(8)
Requenatur, S.L.
(18)
(8)
(10)
(52)
-
(52)
(580)
(261)
(319)
Almuraver, S.L.
(7)
2
(9)
Segofield, S.L.
(7)
-
(7)
(9)
-
(9)
(294)
(132)
(162)
(2,329)
-
(2,329)
271
-
271
45,306
(311)
45,617
NEINVER Lusitana, SGPS
Sotifensa, S,L.
Oficina Técnica ITB, S.L.
Prom.Desarr. Sector Levante, S.L.
Arlas Invest, S.A.
Management Company, S.A.
* Consolidated
“Minority interests” shows the part attributable to the shareholders, other than
NEINVER, S.A. in the consolidated profit
21. Provisions and contingencies
A. Provisions
The changes in the accounts included under this heading during the year were as follows:
Cost
Other
long-term
provisions
Short-term
provisions
5,375
2,280
7,655
-
420
57
477
1,409
(1,236)
(1,085)
(2,321)
-
(166)
166
-
-
4,393
1,418
5,811
1,409
399
18
417
0
Applications
(307)
(427)
(734)
(1,409)
Tranfers
(479)
479
-
-
4,006
1,488
5,494
-
Provisions
Applications
Tranfers
Provisions
Other long-term provisions include, on
the one hand, the Parent Company’s
ten-year liability provisions, amounting to
€2,927,000 (€3,637,000 in 2009), as well
as the provision of €600,000 for litigation in
2004, regarding which the parties arrived
at an agreement in 2009: €367,000 were
written off that year and 233,000 were written off in 2010; last of all, the Parent Company has set aside long-term provisions
amounting to €840,000 owing to appeals
lodged with different Town Councils.
In 2009, it included €1,409,000 as the estimated provision for transactions based on
equity instruments for the employee stock
options plan described in Note 24; in 2010
the entire value estimated the year before
is recorded as having been applied, after
determining that the fair value is zero.
Short-term provisions show the short-term
ten-year contractor’s liability provisions that
mature in the next year, as well as the provision for invoices pending receipt for finished works.
or losses of each company, in terms of their
percentage shareholdings.
Total
Transactions
with payments
based on
equity instruments
126
127
B. Contingencies
Furthermore, the Parent Company has
stood surety for its subsidiary NEINVER
Polska, Sp.Z.o.o. in a mortgage loan. Also,
as the sole partner of its subsidiary NEINVER La Toja, S.L.U., it acts as guarantor of
the credit granted to same by a financial
institution.
The Company has commitments with different City Councils relating to works licences
and urban infrastructure works, and has
filed different appeals against local taxes.
These commitments are secured by bank
guarantees that amounted to approximately
€1,835,000 in 2010 and €1,840,000 in 2009.
The
Parent
company
furnished
€26,089,000 of bank guarantees to a Landowners’ Committee (referring to a portion
of advances to suppliers (Note 14 in 2010
and Note 18 in 2009). The company has
also furnished bank guarantees to property buyers to guarantee the performance of
building and sale contracts, as well as to
guarantee leasing income, which amounted to approximately €8,359,000 at the end
of 2010 (€8,294,000 at the end of 2009).
The Parent Company has granted a pledge
on its interest in RA Parque Solar, A.I.E. in
favour of the pledgees to guarantee fulfilment of all the obligations undertaken by
the joint venture, in order to engage in its
business activity. Also, both the Parent
Company and one its Spanish affiliates
have pledged a couple of deposits, and
they are also committed to making deposits in the associated credit accounts in
minimum amounts equal to the tax benefit
obtained by virtue of their holdings in Naviera Kingman, A.I.E. (Note 17.1.2).
As described in Note 17.1.2, the controlled company Promociones y Desarrollos
Sector Levante, S.L. has granted pledges
and bonds to a financial institution that has
granted it a mortgage loan on the properties described in Note 18. The pledges
have been granted on the company’s social participations, and one on bank balances and on the VAT refund receivable
from the Spanish Tax Office. At the end of
the year, they amounted to €605,000 and
€610,000, respectively (€2,347,000 and
€1,126,000, respectively, in 2009). Finally,
it has assigned the rights from the sellers of
the plots of land awarded to the company,
and is committed to raising a mortgage,
in favour of the financial institution, on the
properties that arise from the rezoning project (with a maximum joint liability of €294
million in 2010 and €287 million in 2009).
On 27th October 2009 the Parent company notarized the “forward” sale and
purchase of the shares of Promociones y
Desarrollos Sector Levante, S.L. owned by
Bolonia Real Estate, S.L. (which represent
45%), as well as the assignment of the
loans that this company owed it on that
date, it being understood that they will be
consumed to all effects on 27th September
2014, the date agreed as the time limit and
linked to the repayment of the loan described in Note 17.1.2). Bolonia Real Estate,
S.L. has syndicated its vote with the Parent
Company’s vote and waives its right to receive dividends from its investee company
in any appropriation of earnings.
The sale-purchase price has been set as
€2,300,000, which may be increased by
5% (if the sale-purchase of the shares is
formalized between the 25th and 35th
month, calculated from the signing of the
deed), by 10% (if it is formalized between
the 36th and 47th month) and by 20% if
it is formalized from the 48th month onwards; the assignment price has been set
as the total nominal amount of the loans
plus any accrued interest not paid by the
time limit, and on the deed date amounted
to €9,931,000 (Note 17.1.2). To guarantee payment of the price of the shares, the
Parent company furnished a €2,300,000
bank guarantee that will remain in force until the price of the shares is paid in full.
In February 2007, the Parent Company
launched a real estate investment fund called “IRUS European Retail Property Fund”
(the “Fund”); in its capacity as the leading
shareholder of the IRUS European Retail
Property Fund, has signed a letter of undertaking to maintain its 20% interest in
the fund (through its subsidiary NEINVER
Luxembourg, S.A.R.L.) in the future, with
the maximum limit of €96 million, of which
€85.3 million have already been disbursed
as at 31th December 2010 and 2009.
The Parent company and the Fund have
reached agreements under which the latter
will acquire all the outlets developed by the
NEINVER Group which within the next four
years (counting from 2007) meet certain
requirements in terms of stabilization, geographical location, etc. The assets will be
acquired at a purchase price set in accordance with the appraisal conducted by an
independent third party, to the investment
ceiling set by the shareholders of the Fund.
During the financial years 2010 and 2009,
the Parent company and other Group companies sold several Factory retail outlets
to companies previously acquired by the
Fund, or incorporated for such purposes.
Pursuant to the resolutions adopted by the
Fund, various Group companies intend to
sell other retail outlets to Fund companies.
The NEINVER Group will retain the management of all assets, as well as of any
others that are transferred to the Fund subsequently.
22. Liability accruals and prepayments
In 2009, this item also showed €1,494,000
of non-deferred remuneration for a noncompetition commitment, following the
sale in 2007 by a Portuguese subsidiary of one of its Factory retail outlets
(€1,632,000 were carried as income in
2007, €1,934,000 were carried as income
in 2008 and €1,934,000 were carried as
income for the financial year 2009 under
“Other results” of the income statement).
During financial year 2010, the amount
pending was recorded under profit and
loss for the year.
128
129
23. Environmental information
26. Transactions with related parties
None of the companies included in the
scope of consolidation has detected any
material risks or contingencies in relation to
environmental responsibilities derived from
its activity, and therefore no specific provision has been allocated.
There are no tangible or intangible fixed
assets that are used primarily to protect
or enhance the Environment, nor have
any expenses related with such protection or enhancement been incurred during the years.
Likewise, none of the companies included in the scope of consolidation has
been assigned any greenhouse gas
emission rights that could arise out of its
line of business, so no provision has been
recorded on this matter.
24. Transactions with payments based on equity instruments
At the end of 2008, the parent company
signed its employees’ Stock Options Plan
as a form of extraordinary and non-consolidable variable remuneration that is awarded to certain employees to reward their
future contribution to the growth of the
Group’s business value, linking part of their
remuneration to the increase in the business value during a defined period of time.
The stock option plan was awarded on
1st July 2008, when the beneficiaries were
awarded a total of 25,910 stock options
with an exercise price per option given on
de bases of the Plan, based on estima-
ted valuation the parent company in 2006
and 2007, the maturity period running until
31st July 2011; the exercise period starts
on 31st July 2011 and ends on 31st July
2015, during which time the beneficiaries
can exercise the options, and the Parent
company must pay the economic value of
the options in cash.
According to the estimates made by Management, as of 31st December 2010
no provision whatsoever had been set
aside for this plan, and the €1,409,000
corresponding to the year were reverted
(Note 21.1).
25. Subsequent events
Since the balance sheet date there has
been no material event that should be re-
ported in, or might have an influence on the
consolidated financial statements.
The company’s related parties in both financial years are as follows:
Related parties
Type of relationship
Group Companies
Note 1
Associated and Multi-group Companies
Note 2
Other companies with
significant influence
Fibur SICAV, S.A.
Lago de las Tortugas , S.A.
Teckel Gestora, S.L.
Other related parties
Magus Creativa Europe, S.L
Asclepiodoto, S.L.
Hoplomagus, S.L.U.
Key Personnel Management
Parent Company
(*)
(**)
Mr. José María Losantos Santorromán
(*)
Mrs. Carmen Losantos Santorromán
(*)
Mrs. Pilar Losantos Santorromán
(*)
(*)
Mr. Manuel Lagares Gómez-Abascal
(*)
Mr. Manuel de Vicente González
(*)
Mr. Juan Fernández Armesto Fernández España
Mr. Enrique López Sánchez
(*) Directors of the Parent Company and Senior Managers
(**) Administrator of the Parent Company only in 2009
The intra-group balances and transactions have been eliminated. The balances
and transactions that relate to Associated
companies have been properly explained
in the relevant notes. There have been no
significant transactions with other related
companies that have not been explained
in the Notes to the consolidated financial
statements.
In 2010, the members of the Board of Di-
rectors received wages and allowances as
staff paid totalling €2,958,000 (€1,139,000
in 2009), no other type of remuneration or
daily subsistence allowance having been
paid. Moreover, the Directors received
loans amounting to €719,000 and hold
current accounts amounting to €2,000 in
2009, and no other type of remuneration,
advance or loan has been granted in 2010.
The Parent Company has not entered into
pension or life assurance commitments
130
131
with any of the former or present Directors.
The remuneration of members of Senior
Management who are not Board Members amounts to €1,898,000 in 2010 and
€1,639,000 in 2009, and no other type of
remuneration, advance or loan has been
granted in both financial years.
Under the Stock Options Plan described
in Note 24, the options awarded to senior
management amount to €6,566, the options awarded to salaried Directors amount
to €14,229 and the options awarded to
non-salaried Directors amount to €3,262,
in both financial years.
In the financial years 2010 and 2009, no
such Senior Management multiannual remuneration plan was signed, although
the company allocated a provision of
€1,052,000 and €250,000, respectively for
target-performance remuneration.
During the financial years 2010 and 2009,
none of the members of the Board of Directors have engaged in transactions with
the Company or with Group companies
other than ordinary business transactions
or other than on an arm’s length basis.
Name of the
Administrator
Mr. José María
Losantos del Campo
To comply with section 229 of the Revised
Text of the Corporate Enterprises Act, there
follows a description of the members of the
Board of Directors who hold an interest in
the share capital of another company whose corporate purpose is the same as or
similar or complementary to the corporate
purpose of the Parent Company, the posts
or offices held in such other company, as
well as the activities performed in it:
Mrs. Carmen Losantos
Santorromán
Company engaging in the same,
similar or complementary type
of activity
Percentage
interest
Post or
office
held
NEINVER Asset Management España, S.L.
0.001%
-
José María Losantos, Soc. en comandita
99.67%
Sole Administrator
Otec Ingenieros, S.L.
99.48%
Sole Administrator
Requenatur, S.A.
-
Chairman
99.99%
Sole Administrator
NEINVER Polska, Sp. Zoo.
-
Vice-Chairman
Hoplomagus, S.L.U.
100%
Sole Administrator
NEINVER Italia, SPA.
-
Director
NEINVER Lusitana Projectos Inmobiliarios, S.A.
-
Director
Pacto Ibérico Projectos Imob. SGPS, S.A.
-
Director
Zweibrücken Outlet, Gmbh
-
Director
Henup Investimentos, S.A.
-
Director
Henup 2, S.A.
-
Director
Henup 3, S.A.
-
Director
Maceiral Actividades Inmob. e Comerciais, S.A.
-
Director
NEINVER Asset Managem.Deutsch., Gmbh
-
Director
NEINVER Czech, S.r.a.
-
Director
1.67%
-
José María Losantos, Soc. en comandita
0.33%
-
Requenatur, S.A.
-
Director
Otec Ingenieros, S.L.
0.48%
-
0.00031%
-
Irus Center Las Rozas, S.L.U.
-
Director
-
Board
Member
-
Board
Member
132
133
Name of the
Administrator
of activity
Percentage
interest
Post or office
held
Name of the
Administrator
of activity
Percentage
interest
Post or office
held
Lux Malta, S.a.r.l.
-
Director
Secretary
-
Director
Director
Neiman, S.a.r.l.
-
Director
Secretary
NEINVER Czech, S.A.
-
Director
Director
NEINVER Italia, S.p.a.
-
Director
-
Director
NEINVER Lusitana Projectos Inmobiliarios, S.A.
-
Director
Irus Holding BV
-
Director
Irus Vicolungo, S.r.l.
-
Director
Irus Center Sevilla, S.L.U.
-
Director
Irus Vicolungo II, S.r.l.
-
Director
Irus Center Las Rozas, S.L.U.
-
Director
Irus Castelguelfo, S.r.l.
-
Director
Irus Center Getafe, S.L.U.
-
Director
Irus Castelguelfo II, S.r.l.
-
Director
Irus Alcobendas, S.L.U.
-
Director
Bellegarde Village Des Alpes, S.a.r.l.
-
Joint Administrator
NEINVER Luxemburgo, S.a.r.l.
-
Director
Mab Roppenheim, S.a.r.l.
-
Joint Administrator
Promociones y Desarrollos Sector Levante, S.L.
-
Secretary
Champs Vernet, S.a.r.l.
-
Joint Administrator
Zweibrücken Gmbh
25%
-
Almuraver, S.L.
0.13%
Secretary
-
Managing Director
Lestes Sp.Zoo.
-
Director
NEINVER Belgium, NV.
-
Joint Administrator
Requenatur, S.A.
-
Director
Director
Irus Center Sevilla, S.L.U.
-
Director
Joint Administrator
Irus Center Getafe, S.L.U.
-
Director
Director
Irus Dehesa Vieja, S.L.U.
-
Director
-
Member
0.50%
Segofield, S.L.
0.03%
NEINVER Polska, Sp.Zoo.
-
Requenatur, S.A.
-
Irus Ursus, Sp.Zoo.
-
Irus Holding Luxembourg, S.A.R.L.
NEINVER Asset Manag. Deutsch. Gmbh
NEINVER Katowice, Sp.Zoo.
NEINVER la Toja, S.L.U.
-
Director
Mr. Manuel Lagares
Gomez-Abascal
Galeria Malta, Sp.Zoo.
-
Director
Irus Alcobendas, S.L.U.
NEINVER Asset Manag. Polska, Sp.Zoo.
-
Joint Administrator
NEINVER Asset Manag. Portugal, Lda
-
Joint Administrator
Management Company, S.A.R.L.
-
Administrator
Director
Segofield, S.L.
-
Managing Director
Director
Almuraver, S.L.
-
Managing Director
Managing Director
-
NEINVER France, S.a.r.l.
-
NEINVER Kracow, Sp.Zoo.
-
Director
NEINVER la Toja, S.L.U.
-
NEINVER Annopol, Sp.Zoo.
-
Director
-
Managing Director
Irus Dehesa Vieja, S.L.
-
Director
Sotifensa, S.L.
-
Managing Director
Irus Wroclaw, Sp.Zoo.
-
Director
Promociones y Desarrollos Sector Levante, S.L.
-
Managing Director
Director
Galeria Malta, Sp. Zoo.
-
Director
Director
-
Director
Henup 2, S.A.
-
Director
Director
Henup 3, S.A.
-
Director
Secretary
Lestes, Sp. Zoo.
-
Director
Director
-
Director
Director
NEINVER Annopol, Sp. Zoo.
-
Director
Director
NEINVER Asset Manag. Deutschl. Gmbh
-
Director
Director
NEINVER Asset Manag. Polska, Sp. Zoo.
-
Director
NEINVER Asset Manag. Portugal, Lda.
-
Director
Irus Wroclaw Futura, Sp.Zoo.
Irus Lubon, Sp.Zoo.
Irus Zweibrücken, S.A.
-
-
Sotifensa, S.L.
-
Galeria K, S.a.r.l.
-
-
Henup II, S.A.
-
Henup III, S.A.
-
Director
134
135
Name of the
Administrator
of activity
Percentage
interest
Post or
office
held
During 2010 and 2009, the average number of employees, distributed by status, was as
Mr. Manuel Lagares
Gomez-Abascal
Teckel Gestora, S.L. , repres.
by Mr. Enrique López
Mrs. Pilar Losantos
Santorromán
Mr. Manuel de Vicente
Gonzalez
NEINVER Czech, S.r.o.
-
Director
NEINVER Italia, SPA.
-
Director
NEINVER Kracow, Sp. Zoo.
-
Director
Category
2010
2009
S.A.
-
Director
Directors
9
8
-
Director
Senior Management
7
7
Nemab, S.a.r.l.
-
Director
Oficina Tca. Inspecc. Naval ITB, S.L.
-
Director
210
158
-
Director
Clerks and assistant clerks
24
22
-
Director
Junior Clerks
25
24
Nemab, S.a.r.l.
-
Director
275
219
Oficina Tca. Inspecc. Naval ITB, S.L.
-
Director
-
Director
Zweibrücken Outlet, Gmbh
-
Director
Irus Wroclaw, Sp. Zoo.
-
Director
Irus Wroclaw Futura, Sp. Zoo.
-
Director
Irus Lubon, Sp. Zoo.
-
Director
Irus Vila do Conde II, S.A.
-
Director
Category
-
Sole
Administrator
Consejeros
6
3
9
5
3
8
Rentiber 2000, S.A.
39.00%
-
Altos Directivos
7
0
7
7
0
7
Ascleopiodoto, S.L.
0.0003%
Director
84
131
215
59
101
160
0.09%
-
Oficiales y auxiliares
3
20
23
4
22
26
Ascleopiodoto, S.L.
10.00%
Secretary
Subalternos
3
22
25
12
13
25
103
176
279
87
139
226
Inmobiliaria Abión, S.A.
39.39%
-
Graduates
On the other hand, as at 31st December 2010 and 2009, the average number of employees, distributed by status and sex, was as follows:
2010
Titulados
Men
2009
Women
The fees paid to principal auditor for the
auditing of the consolidated financial statements and for the auditing of the financial statements of Parent company for the
financial years ended 31st December 2010
and 2009 totalled €45,000 in both financial
years. Moreover, other auditors received
Total
Men
Women
Total
€111,000 and €96,000 for auditing the
annual accounts and limited review of several Group companies in 2010 and 2009
respectively. Neither the auditor nor any
companies related to the auditor have received any additional amount for any other
reason.
136
137
DIRECTOR’S REPORT_
1. Business highlights and Group’s position
1. Evolución de los negocios y situación del Grupo
1.1. Material events during 2010
1.2. Main results for the financial year
In 2010 NEINVER became consolidated
as the second largest outlet operator in
Europe in terms of area under management, with a market share of 11% and over
242,000 sq. m. Besides Spain, today it is
present in Portugal, Italy, Poland, Germany
and France.
A strategic alliance entered into with
MAB Development to carry out outlet projects in France and Germany is
another one of NEINVER’s breakthroughs
enabling it to maintain its leadership in the
European outlet sector. In April 2010 NEINVER signed an agreement with MAB Development, a real estate subsidiary of Rabo
Bank (The Netherlands), with the goal of
jointly developing projects in France and
Germany over the coming years. MAB’s
experience in the development of shopping
centres in France will help NEINVER to get
a foothold as one of the major operators
in the French market, while NEINVER experience in developing the outlet concept
will decisively help MAB Development to
increase its presence in these markets.
Throughout 2010 NEINVER embarked on
the creation of a single platform of outlets
at a European scale under the name The
Style Outlets, which is another one of the
Company’s major strategy goals. In this
way operators are offered the possibility of
developing an outlet strategy across Europe, by entering six different European markets via NEINVER and The Style Outlets.
go The Style Outlets (Italy) was opened to the public, adding 3,718 sq. m
of lettable space to the 30,740 sq. m
existing beforehand, together with the
fourth stage of Zweibrucken The Style
Outlets (Germany), increasing the GLA in
that shopping centre from 23,600 sq. m to
28,110 sq. m.
Also in 2010, redevelopment works began in the centre of Katowice, in Poland.
These works include the construction of a
railway station, a Shopping Centre with a
GLA of over 42,000 sq. m and the construction of office buildings, with a total investment of over €200 million. The project
will be developed jointly by NEINVER, the
Polish National Railway Company, and
Meyer Bergman, a British real estate Fund
specialising in investments in shopping
centres. NEINVER has taken a leading role
in the project, and it is responsible for the
design, execution, marketing and management thereof.
As part of its strategic alliance policy,
NEINVER sold 75% of its holding in the
Galeria Malta Shopping Centre in Poznan, Poland (over 54,000 sq. m of lettable
area that opened to the public in March
2009) to a mutual fund, Heitman European
Property Partners IV (HEPP IV). NEINVER
holds 25% of the property and is in charge
of managing it, ensuring continuing efforts
on the part of both parties to keep on increasing the value of the asset over the
coming years.
Also, in 2010 the third stage of Vicolun-
In 2010, the Group reported turnover of
€52.6 million, as compared to €55.2 million
in 2009. This turnover is made up by the income derived from its three main activities,
the lease of properties that it owns, the fees
obtained for the management of third-party
assets, and the fees received for the management of real estate investments, mainly
the IRUS I real estate investment Fund.
In this respect it should be noted that the
fees obtained by the group as a consequence of its management activity rose
by 27% in 2010, representing 30% of total
turnover compared to 22% in 2009.
The Group maintains its policy of developing investment properties (mainly within
the ‘outlet’ sector), and these properties
are subsequently leased or, after meeting
certain conditions, they are sold to IRUS
I (see Note 3 of this management report),
and the Group remains on board as the
manager of those shopping centres. The
Group continues to invest in shopping
centres in order to lease them and subsequently transfer them to the Fund, entailing
a greater volume of long-term investments.
As explained above, the profits obtained
from the sale of real estate investments
represented capital gains of €21.2 million
from the sale of a property in Portugal
and land in Poland, compared to capital gains of €80.8 million the year before,
arising from the transfer of four properties
and land in Switzerland. To the 2010 figure
we must add gross capital gains of €18.8
million generated from the sale of 75% of
the company that owns the Galería Malta
Shopping Centre in Poznan, Poland.
Due to the foregoing, and together with an
11.5% decline in the operating expenses,
the operating profit amounted to €30.7
million (€71 million in 2009). On the other
hand, the negative interest expense declined in general terms, including a decline in
the interest expense for debt mainly due
to the fact that 2010 saw the end of the
process whereby a new corporate debt
structure replaced the former structure
based on short-term financing using credit
facilities.
Because of this, the consolidated pre-tax
profit amounts to €21.3 million compared
to 45.3 million the previous year, representing an improvement compared to the year
before if we exclude the effect of capital
gains from the sale of assets.
The Group’s net leverage as of 31st December 2010 amounted to €423.2 million,
representing a decline by 16.3% from the
prior year’s net leverage (€505.8 million).
The fair value of the Group’s assets amounted to €1,013.6 million (€1,099.9 million as
of 31st December 2009), which in comparable terms represents a 6.1% increase in
the last year. Said fair value means that the
Group’s leverage ratio (LTV) is at 50.2% as
of 31st December 2010, 3.0 points lower
than at 31st December 2009 (53.2%).
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139
1.3. Financial indicators regarding the performance of the Group’s earnings
1.5. Personnel-related information
The tables below track the performance
of the Group’s main financial indicators,
The Social Security ratio (Employer’s social security contributions / Wages) is as follows:
Item
comparing this year’s and last year’s
earnings:
2010
2009
Change
Item
Net turnover
52,634
55,264
(4.76%)
Salaries & wages (*)
Profit margin
91.06%
95.05%
(4.20%)
Employer's Social Security contributions
EBITDA
49,051
83,723
(41.41%)
Social Security Ratio
Operating income/expense
30,671
70,959
(56.78%)
(*) excluding self-employed, Multiannual Plan and free allowances.
Financial income/expense
(15,337)
(23,048)
(33.46%)
21,303
45,306
(52.98%)
Net profit
Item
2010
2009
Change
Net worth
457,673
407,139
12.41%
Working capital
(Current assets - Current liabilities)
341,172
259,331
31.56%
Financial Debt
578,154
611,242
(5.41%)
Solvency ratio
(Total assets/Borrowed Funds)
1.74
1.59
9.15%
Debt ratio
(Borrowed funds/Total liabilities)
0.58
0.63
(8.38%)
Liquidity ratio
(Current assets/Current liabilities)
3.36
1.96
71.88%
2009
Change
13,640
12,138
12.37%
2,455
2,129
15.31%
18.00%
17.54%
2.61%
1.6. Environmental information
The Group has not detected any material
risks or contingencies in relation to environmental responsibilities derived from its
activity, and therefore has not allocated
any specific provision.
1.4. Financial indicators regarding the Group’s net worth
2010
Likewise, none of the companies included in the scope of consolidation has
been assigned any greenhouse gas
emission rights that could arise out of
its line of business, so no provision has
been recorded on this matter.
140
141
2. Description of the main risks and uncertainties that it faces
The main risks to which the Group is exposed are: real estate business-related risks,
business segment--related risks and financial environment-related risks.
As far as business activity is concerned, it is
worth noting that the real estate industry is
cyclical and dependent on other economic
and financial cycles. Property occupancy
levels, the prices of the rent obtained and,
in short, asset value is influenced, among
other factors, by supply and demand of similar properties, interest rates, inflation, the
rate of economic growth, legislation, political and economic events, not to mention
by demographic and social factors. Not
forgetting the declining value of the real
estate assets due to causes beyond the
Group’s control, such as the change in expected yields due to interest rate hikes or
regulatory changes. The Group minimizes
the possible negative effect on its assets’
value through an appropriate policy of geographically and sectorally diversifying its
managed assets.
On the other hand, among the risks associated to business segments we mainly
underscore those pertaining to asset management and real estate development.
In the first of these segments, the Group
has all the procedures in place in order to
manage its assets. This management is
supervised and controlled internally in such
a way that all of the operational procedures
are integrated within the same reporting
system. The Group has internal processes
for controlling insolvency risk and diversifies its customers in different sectors.
In February 2007, the Parent Company
launched a real estate investment fund called “IRUS European Retail Property Fund”
(the “Fund”), in which it has a 20% interest
through its subsidiary NEINVER Luxembourg, S.A.R.L. This 20% interest entails a
maximum investment commitment of €96
million, being invested a totaling of €85.2
million at December 31, 2010.
The risks associated to real estate development, which the Group companies try
to minimise, are due to fluctuations in demand or in prices that may be associated
to the locations that were chose. Attempts
are made to optimise the real estate development deadlines and to maintain an efficient cost control minimising the deviations
from expected margins or performance.
The Parent company and the Fund have
reached agreements under which the latter will acquire all the outlets developed
by the NEINVER Group which within the
next four years (since 2007) meet certain
requirements in terms of stabilization,
geographical location, etc. The assets will
be acquired at a purchase price set in accordance with the appraisal conducted by
The year 2011 will represent an extension
of what was done in 2010 in terms of interest rate hedging, and also the exchange
rate risk (with the Polish PLN). There is the
firm intention to hedge a significant ratio of
long-term debt (75%) with efficient hedging
instruments (i.e., risk free). Thus we seek
to avoid negative oscillations in the income
statement which would affect the business
performance.
an independent third party. The Group will
continue to manage all of the assets that
are transferred to the Fund.
Likewise, since the balance sheet date
there has been no material event that
should be reported in, or might have an
influence on the financial statements.
Finally, we would like to report that the Parent Company’s treasury stock consists of
51,187 shares, each with a face value of
€15, representing 3.45% of the share capital. Also, we report that during the financial year the company has not performed
any operation with its own shares either
directly or by third parties acting on behalf
of the Company.
Alcobendas, 31st March 2011
142

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