GRUPO PESTANA, S.G.P.S., S.A.

Transcription

1 GRUPO PESTANA, S.G.P.S., S.A. (Free translation from the Portuguese version. In case of doubt or misinterpretation the Portuguese version will prevail) CONSOLIDATED ANNUAL REPORT 2013

2 TABLE OF CONTENTS Consolidated Management Report for Economic background 2. Tourism 3. s consolidated activity 4. Management objectives and policies regarding financial risks 5. Subsequent events 6. The future 7. Recognitions Appendix list to the Annual Consolidated Report Consolidated financial statements Statutory Auditor s Report Report and Opinion of the Official Auditor (Issued by the Statutory Auditor)

3 CONSOLIDATED MANAGEMENT REPORT

4 Dear Shareholders, In the terms of the Corporate Law, we have the honor to submit for your appreciation and approval the consolidated management report and the consolidated financial statements for the year 2013.

5 1. ECONOMIC BACKGROUND

6 Consolidated Management Report 1. ECONOMIC BACKGROUND 1.1. GDP growth After a slowdown in recent past, the world GDP projection is to grow 4% (nominal growth). The uncertainty regarding the Eurozone is somehow far way. Several were the stimulus implemented in the US in order to assure a future economy recovery (despite a 2013 slowdown), granting more confidence to the world biggest economy. 9 Table 1 - GDP Growth Rate (%) World Brazil US Europe E Portugal Source: World Bank On the other hand, fast growing economies like Brazil, keep struggling with several domestic issues, being inflation control one of the most important. This issue is already controlled in western economies. 6

7 Consolidated Management Report 10 Table 2 - Inflation, consumer prices (annual %) Brazil E World US Europe Portugal Source: World Bank, Trandingeconomics.com, EUROSTAT Also, in 2013 western economies were marked by a slowdown in unemployment rates, or even a decrease in some countries like Portugal, and a consumption stability, especially in the middle class, after the falls from previous years. Table 3 - Final consumption expenditure (annual % growth) World Brazil US E Europe Portugal Source: World Bank. For 2013 same trend were applied based on indicative figures of Banco de Portugal, FMI The economic crisis changed also the wealth pattern in the world and in 2013 this trend was consolidated. Emerging markets middle class, like Brazil and China, are now stronger and contributed significantly to tourism growth in western countries, including in Portugal. This movement allowed feeder markets diversification, decreasing credit risk profile of the local leisure groups. 7

8 Consolidated Management Report 1.2. Liquidity and cost of funds The investment activity decreased within most of the countries in the European Union despite liquidity in the banking systems not being a problem since mid ECB took several measures that supported short falls not only in countries like Greece, Portugal and Ireland through well-defined economic programs, but also in Spain, Italy and even in France among other European countries where an important set of banks were supported by their member states. In the US, FED also implemented several stability programs and as a consequence the system was flooded with liquidity, allowing greater dynamism in the markets. Although financial institutions are more capitalized and no longer have liquidity problems, the monetary interbank market has not yet come back to normal. In emerging economies liquidity was not an issue, with the exception of certain undeveloped countries and for specific currencies. As such, good credit risk companies increase their liquidity buffer and Grupo Pestana was not an exception. Domestic credit concession stabilized, with the exception of countries where recovery programs were applied, like Portugal, where it decreased. In most of the emerging economies, like Brazil, domestic credit concession kept growing which has contributed to the rise of the industrial production. Table 4 - Domestic credit provided by banking sector (% of GDP) 250 US Portugal World Europe 100 Brasil E Source: World Bank. For 2013 same trend were applied based on indicative figures of Banco de Portugal, FMI 8

9 Consolidated Management Report One of the main policies imposed by the central banks to support a possible sustainable recovery, both in Europe and in the US, was a decrease in the interest reference rate (both 0.25%). But the overall cost of money did not decrease significantly for corporates once the fund cost is still high as well as the market risk perceived by banks mainly in countries where an economic recovery programs were established. Nevertheless there were positive developments that in Portugal were reflected by a significant drop of the Credit Default Swaps, of approximately 90 bps. Table 5 - Reference rates; Bond yields; Interest rates 3,00 2,00 Reference rates 15,0 10,0 Interest rates 1,00 5,0 0,00 0, Euro area United States Euribor 3M Libor 3M SEUC 15,0 10,0 Bond Yield 5,0 0, United States Europe Portugal Source: World Bank, Euribor-rates.eu; BdP 9

10 Consolidated Management Report 1.3 Exchange rates evolution Supported by a possible European recovery, in 2013 Euro stabilized against the USD and the GBP. The Brazilian Real, which is also an important currency in our activity, however, has depreciated throughout the year, as well as other Latin American currencies, of countries where Grupo Pestana had presence in 2013 (Argentine Peso and Venezuelan Bolivar). This devaluation is reflected, naturally, in EBITDA. Table 6 - Official exchange rates 3,00 2,00 USD/B.REAL 1,00 USD/EURO USD/GBP 0,00 Source: World Bank

11 2. TOURISM

12 Consolidated Management Report 2.1. World trend Once again in 2013 the tourism activity gave signs of strength and was important in several regions in the world to support economic growth. International tourism arrivals are expected to grow between 3% and 4% in Table 7 - International Tourist arrivals evolution % 10% 8% 800 6% 4% 2% 400 0% E -2% -4% -6% million change (%) Source: World Tourism Organization (UNWTO) 12

13 Consolidated Management Report International tourism receipts are expected to grow 4% in 2013 (i.e. this growth confirms the strong correlation between these two key indicators tourism arrivals and receipts), registering a new record number of 873 billion euros worldwide. At this time, Tourism sector represents 9% of the world GDP, 1/11 of employment and 1.3 billion USD of exports, which is equivalent to 6% of the international trade. Table 8 - Number of International Tourist arrivals vs GDP growth (%) 12 International Tourism arrivals growth (%) 12/13E Portugal Europe US Brazil World India China Source: World Bank (UNWTO) -6 GDP GROWTH (%) 2013E 13

14 Consolidated Management Report Today s average length of stay is higher than one year ago, mainly in recognized brands and in mature destinations where Grupo Pestana is focused. In 2013, tourism contributed around 3% to world GDP increase, according to World Travel & Tourism Council (WTTC). This contribution in Europe was of around 1% and in the USA of around 2.5%. Investment in this sector (according to the last report Hotel Investment Outlook produced by Jones Lang LaSalle) registered a decrease of 5% in However, for 2013 it is expected a huge improvement of around 35% (representing a total investment of 46.7 billion USD). Table 9 - Hotel transaction volume evolution F 140 Asia Pacific EMEA Americas Global Volume ($Billions) E 2014F Source: Jones Lang LaSalle in Hotel Investment Outlook - Global A new era 2.2. Europe In Europe, tourism is also expected to grow close to 4% in 2013, according to World Tourism Organization, mainly in the urban segment. The resort segment continued to recover slowly due to changes in destination pattern. Demand kept moving from places where social distress persists, focusing on destinations that offer greater safety and accessibility. According to the European Travel Commission report of 2013 last quarter, there was a significant growth in tourism activity in the following countries: Malta (+9%), Croatia (+6%), Spain (+4.5%) and Portugal (+8%). 14

15 Consolidated Management Report Table 10 - Revpar, Average Room price and Occupancy rates 2013 RevPAR ( ) Average Room Rate (EUR)) Rome Barcelona Paris Lisbon Brussels 80 Berlin Madrid Amsterdam Brussels Rome London Amsterdam Paris Madrid Berlin Barcelona London 134 AVG=95 Source: STR Global, HOTSTAT, Observatório Turismo de Lisboa 60 Lisbon Occupancy Rate (%) In the urban segment, the main cities in Europe, in terms of investment (value per room) were Paris and London. Regarding the cities where Grupo Pestana has or will have hotels in short term period, besides London and Amsterdam, placed second and eighth in the HVS ranking, there is Barcelona (11th place), Madrid (19th place), Berlin (20th place) and Lisbon (27th place). In these cities the evolution of the average hotel value per room has also been different, increasing in Paris, London and Barcelona and decreasing in Lisbon and Amsterdam in the last few years (even though they have valued in 2013). In this last city real estate prices achieved values up to a point where investment is acceptable for the Group to invest, and the Group made a commitment to purchase a hotel to be constructed until

16 Consolidated Management Report Table 11 Average values per room Paris London Rome Amsterdam Barcelona Berlin Madrid Brussels Lisbon Source: HVS - Values per room 2.3. Portugal Portuguese tourism grew in 2013, benefiting from both a greater demand from Central Europe tourists and the emerging markets, especially Brazil. The principal highlights of the Portuguese market were the following: Table 12 - Portuguese tourism highlights YTD Oct 2013 Value 13/12 Domestic visitors ( 000) % International visitors ( 000) % Overnights by International Visitors ( 000) % Revenue (millions ) % RevPAR ( ) 35,90 5% Feeder Markets (by number os visitors) ( 000) Value Weight UK % Spain % Germany % France % Brazil 467 6% Others % TOTAL % Source: Turismo de Portugal; INE, BdP 16

17 Consolidated Management Report In 2013, the main touristic regions in Portugal strengthened, particularly Algarve and Madeira in resort segment, and Lisbon and Oporto (that concentrates the visitors of the North region) in the urban segment. They all showed a strong demand based in foreign feeder markets, with slightly different pattern, that once again more than compensate the slowdown in the internal demand affected by the economic downturn. Despite that, an improvement of economic ratios mainly in the end of the year (supported by the consumption increase) are a sign of the reversal of this negative trend. Table 13 - Portuguese feeder markets by region North Alentejo Lisbon 24,4% 18,8% 14,4% 43,0% 15,2% 48,5% 13,3% 56,4% 10,4% 10,3% 7,9% 9,6% Algarve 10,3% 9,1% Madeira 8,5% Spain France Brazil Germany others UK Netherlands 28,1% 9,7% 10,0% 11,9% 40,3% 33,5% 4,8% 15,6% 23,2% 22,9% Source: Tourismo de Portugal The evolution in the number of available rooms in 2013 reflected the growth in demand of these regions, having Lisbon (elected at the end of 2013 as the best urban weekend destination in Europe) and Madeira registered increases. 17

18 Consolidated Management Report Table 14 Available rooms evolution (%) 12% 10% 8% 6% 4% 2% 0% -2% -4% Lisbon Algarve Madeira -6% Fonte: INE Madeira Madeira Island, which is the place of origin of Pestana group, has been characterized in the last decade by its stable hotel offer, and during the last year has continued to be a market dominated by non-resident tourists. The demand focuses primarily in tourists from Germany, United Kingdom and France that represented more than half of the stays in It was also verified that the tourism from these countries has increased over demand by Dutch and Spanish market. After one year of strong downfall of demand by the English market, 2013 marks its recovery (+18.4%), which was not enough to exceed Germany as the main market issuer. The decrease in Portuguese families disposable income that led to a strong decrease in tourism from residents in Portugal in 2012, which showed a good recovery in 2013 (+5.9%). 18

19 Consolidated Management Report Table 15 Evolution and structure of overnight stays in Madeira Madeira - Sleeps by issuer market Weight Origin Germany ,1% 24,0% 20,4% United Kingdom ,6% 20,7% 22,8% Top ,8% 44,7% 43,2% France ,2% 11,0% 8,6% Netherlands ,7% 4,1% 3,9% Spain ,4% 3,7% 3,2% Top ,1% 63,5% 58,9% Scandinavia ,5% 8,6% 7,4% Other countries ,2% 17,3% 21,2% Foreign ,7% 89,4% 87,5% Portugal ,3% 10,6% 12,5% Total ,0% 100,0% 100,0% Algarve Algarve continued to represent the largest hotel offer in the all nationwide (32% of the full installed capacity, in room numbers). Although this offer has registered an average annual increase of 1.5% during the last decade, it has decreased in Algarve continues to present a strong seasonality tourism with a large concentration of reservations in the summer months, namely July and August. However, and in accordance with what had happened in 2011 and 2012, 2013 showed a decrease in the demand in the peak season (July and August) and an increase in the months of May, June and September. This phenomenon is associated with the market reaction to the price, since more consumers prefer to make their travel holidays in the months with more attractive prices. 19

20 Consolidated Management Report Table 16 Seasonal evolution of overnights in Algarve (%) 20,00% 18,00% 16,00% 14,00% 12,00% 10,00% 8,00% ,00% 4,00% 2,00% 0,00% JAN. FEV. MAR. APR. MAY JUN. JUL. AUG. SEP. OCT. NOV. DEC. Similar to the previous year, 2013 hotel units growth demand in Algarve is supported by the increase of United Kingdom (+ 8.2%), Germany (+9.9%) and Ireland (+18%) markets. On the other hand, the Iberian s market demand continues to decrease due to adverse economic conditions, being this decrease less significant than in Table 17 - Evolution and structure of overnight stays in Algarve Algarve - Sleeps by issuer market Weight Origin United Kingdom ,9% 31,4% 30,3% Germany ,3% 9,7% 9,3% Top ,3% 41,2% 39,6% Netherlands ,3% 9,9% 9,5% Ireland ,2% 5,6% 4,9% Spain ,7% 5,0% 6,3% Top ,4% 61,7% 60,3% Scandinavia ,5% 2,5% 2,5% Other countries ,1% 11,2% 10,4% Foreign ,0% 75,4% 73,1% Portugal ,0% 24,6% 26,9% Total ,0% 100,0% 100,0% 20

21 Consolidated Management Report Lisboa During the last decade, Lisbon presented the greatest hotel offer growth rate in the country. The average annual growth rate during this period was 3%, which represents an increase in more than seven thousand rooms sustained that in the last 3 years 45 new hotels opened in the capital. Lisbon is also the Portuguese city with the greatest international projection in business tourism, holding half of the business events. This factor, along with a growing interest offered by the capital city in relation to leisure tourism in the international market, led to a less seasonal tourism when compared to other Portuguese regions. Still heavily dependent of Iberian market, which represents 34% of 2013 tourism, Lisbon has being slowly diversifying the origin of its tourists. This is the result not only of the decrease in demand of these markets but also of the growth in demand from other countries such as France (+33.7%) from 2011 to 2013, German (+33.4%) and USA (+27%). Table 18 - Evolution and structure of overnight stays in Lisbon Lisboa - Sleeps by issuer market Weight Origin Spain ,3% 11,3% 13,2% France ,8% 7,2% 6,6% Top ,1% 18,5% 19,8% Brazil ,5% 7,7% 7,1% Germany ,1% 6,4% 6,0% United Kingdom ,0% 5,1% 5,0% United States of America Top ,7% 37,7% 37,8% ,6% 4,4% 4,1% Scandinavia ,5% 4,2% 4,0% Other countries ,3% 27,8% 25,5% Foreign ,1% 74,1% 71,4% Portugal ,9% 25,9% 28,6% Total ,0% 100,0% 100,0% 21

22 3. GRUPO PESTANA, S.G.P.S., S.A. S CONSOLIDATED ACTIVITY

23 Consolidated Management Report 3.1. Overall activity During 2013, Grupo Pestana executed a significant corporate reorganization of its own participation structure to simplify the Group accounts reading and its distribution by different geographies. As a result, Pestana International Holdings, S.A. (PIH) (former Pestana Luxembourg) now owns 99% of the s capital. Pestana Caracas hotel and Pestana Buenos Aires hotel, as well as the activity of Pestana Casablanca hotel (opened in 2013) are no longer consolidated by the integral method, as a result of the sale by of the part the participation that gave it the majority control of Pestana Inversiones to PIH. After this disposal, Grupo Pestana, S.G.P.S., S.A. kept a participation and a significant influence in Pestana Inversiones, whereby it still consolidates this sub-group by the equity method. Briefly, Grupo Pestana, S.G.P.S, S.A. now owns the majority of the business tourism units headquartered in Europe (Portugal included) and North America. This Company (through two brands Pousadas and Pestana Hotels & Resorts ) has the property of 24 hotels and manages 57 hotel units (all of the Pousadas units are under its management), which offer diversified hotel services. The Group s offer complements itself with other business units in the tourism sector in different areas: golf, casino, holiday s club, entertainment and touristic real state. The main investments made during 2013 were as follow: Beginning of the change in Praça do Comércio square of the former building of the Ministry of Internal Administration to fold the future Pousada do Terreiro do Paço, in Lisbon, with 86 rooms; Project approval for the adaptation of a property in Rua do Comércio in Lisbon, into an hotel with around 80 rooms; Acquisition of several buildings next to Pestana Porto hotel, with the aim to increase the number of actual rooms from 48 to 101; Beginning of the project development for a new hotel in Alvor, Algarve, the future Pestana Mar with 76 rooms; Sign-off of the promissory purchase agreement for a turn-key acquisition of an hotel in Amsterdam with around 160 rooms; 23

24 Consolidated Management Report Opening of a new hotel with 99 rooms in Miami, located in South Beach, in February; Pestana Casablanca opening, which is a four stars hotel with 72 rooms under the brand Pestana Hotel & Resorts, activity that has stop being consolidated in the previous year due to the already mentioned corporate reorganization; Acquisition of a four stars hotel with 5-years activity, located 100 metros near to Praça de Espanha square in Barcelona, increasing the rooms the portfolio by 84 rooms; Given the success of the first stage, continuation of the development of the Troia Eco-Resort Project, being now in the execution of its second phase which is the sale and construction of 28 hosting units under the Residence concept; Repurchase of Pestana Carlton Madeira hotel from Novimovest Fund by a total amount of 30 million Euros, in the end of 2013; Pestana Colombos Resort opening, which is a five stars hotel located in Porto Santo with 100 rooms available during 2013, property of FLIPTREL IV, which is a fund managed by ECS Capital, and that was leased by Grupo Pestana; During the year, Grupo Pestana invested in maintenance and capital expenses to maintain the assets under its management in the ideal conditions to optimize its exploitation. Facing the evolution and deepening of the crisis, Grupo Pestana has been focusing in keeping an effective costs control, continuously searching for a better efficiency of their resources. Consequently, they have created essential conditions to convert in significant improves of the operating results the additional income that resulted from the tourism market recovery. In order to achieve effectiveness improvements from these early signs of recovery in 2013, Grupo Pestana structured its commercial bet in a greater focusing based in segmenting its Portuguese hotels into three groups (Pousadas de Portugal, Pestana Hotels and Luxury Hotels). The goal was to turn the offer more consistent from clients point of view and to adequate commercial resources to the target of each segment of hotel units. 24

25 Consolidated Management Report 3.2. Results obtained For a comparative reading of the profit for the year disclosed in the Income statement it is necessary to consider that, in 2012, the results generated by Pestana Buenos Aires and Pestana Caracas, including revenues of 24.4 million Euros and EBITDA of 6.8 million Euros were still included in the consolidated perimeter of. In 2013, Grupo Pestana, S.G.P.S., S.A no longer owns the majority of Pestana Inversiones capital, and this sub-group was consolidated by equity method. By using this method the positive impact in the consolidated profit for the year of the operations in Venezuela and Argentina was 1 million Euros (which compares with the 2.7 million Euros booked in 2012), which considering the exchange rate devaluation effect in these countries, shows an excellent operating performance. Grupo Pestana, S.G.P.S., S.A showed a 201 million Euros revenue, which means a 10% growth if we exclude the leave of Pestana Buenos Aires and Pestana Caracas in consolidation perimeter, being the EBITDAR margin 35% and EBITDA margin 29%, one of the greatest in the Europe industry. This allowed having a Debt/EBITDA ratio of 5.88, values, which is considered reasonable considering the high number of hotels booked in the balance sheet and last year s investments. The hedge of EBITDA to financial charges was 3.5x to an average financial cost of 4.8%, considering the several geographical locations and environments where the group operates, which reflects a reasonable debt weight. Even though the exiting of the consolidation perimeter of two units with very positive results (Caracas and Buenos Aires), the Group shows profit before financial results above the The net profit for the year raised approximately 25% when compared to the previous year, being above 13 million Euros. The upturn of the British market in Madeira allowed raising the revenue of the Grupo Pestana hotel units in this area in more than 10%, which combined with the operating Group efficiency, allowed to achieve an increase in operating result above 25%. Hotel units in Algarve achieved an average growth of operating results of about 4%, equivalent to Lisbon and Cascais units, except for Pousada de Cascais, which continued to raise its performance and showed 27% revenue growth which resulted in a 165% increase in its operating result. 25

26 Consolidated Management Report Pousadas de Portugal continued to suffer with the Iberian market crises; nevertheless, they managed to enhance their operating result in around 3% when compared to the previous year. The more profitable hotel of the Group continues to be Pestana Chelsea Bridge, generating operating results in the amount of 6 million Euros. Pestana Berlin shows a positive evolution of its results, becoming near to the expected results. Acquired in October 2013 and in full operation, Pestana Arena Barcelona already presented positive operating results in these 3 months which foresees a good performance for the next year, as well as Pestana Miami, opened in February Pestana Vacation Club continues to surprise by a constant increase in results, which were 15% higher than 2012 s. The golf business and the tourist real state presented an excellent performance in 2013, achieving a great increase in results, with special emphasis to the Troia project that has widespread accepted by the target audience. Madeira s casino continues to be affected by the economic crises in Madeira Island and other competitors games, including illegal gambling, and shows a decrease of 13% in operating results when compared to

27 Consolidated Management Report The economic environment, combined with Grupo Pestana performance, allowed a reduction, although moderate, in financial markets spreads. The decrease of 2 million Euros of foreign exchange losses equally contributed to a better financial result. Table 19 Financial data Origin Rooms (Total keys) Hotel units (Amounts in millions of Euros) Revenue 200,7 207,6 GOP of Touristic activity (a) 66,6 65,3 EBITDAR 70,4 72,0 Rents paid to owners and concessions -11,7-11,9 EBITDA (b) 58,8 60,1 Depreciation and amortization -28,2-32,7 EBIT 30,6 27,4 Paid interest net -16,7-18,2 Paid income taxes (c) 0,7-1,4 Net income including non controling interests share 13,0 10,4 GOP margin (%) 33% 31% EBITDAR margin (%) 35% 35% EBITDA margin (%) 29% 29% EBIT margin (%) 15% 13% ROE (%) 3,3% 2,4% EPS 0,16 0,13 EBITDAR/Net interest (...x) -3,5-3,3 Average costs of debt (%) 4,9% 5,7% Notes: (a) gross operating profit - management accounts (uniform system of accounts) only includes fully consolidated companies (b) includes income from financial investements (c) includes gambling tax paid by Casino (b) includes 30M repurchase of Pestana Carlton Madeira at the end of 2013 from a real estate fund 27

28 Consolidated Management Report 3.3. The structure of the Consolidated Statement of Financial Position ( Balance sheet ) Grupo Pestana, S.G.P.S, S.A. has a total capital investments of 738 million Euros, which mainly reflects the property of 24 hotels and 5 golf resorts. The equity and the free cash flow from the Holiday club activity that are in shown in the balance sheet as a liability, under deferred revenue, cover 53% of the adjusted assets. This situation reflects a good debt-to-equity ratio, being the rest of the assets covered by debt resulting in a moderate leverage ratio. Nowadays, has a debt service aligned with its estimed capacity to generate funds; the corporate debt represents 30% of total debt, being the risk of refinancing controlled. Grupo Pestana, S.G.P.S., S.A has available credit lines in the 12 financial institutions they works with, in several regions, and which represent 11% of the total debt. Grupo Pestana has followed a strategy of keeping its assets booked in the balance sheet, instead of other hotel chains which prefer to follow a strategy known as asset light. Consequently, there is an equivalent financial liabilities level. In the end of 2013, Grupo Pestana acquired Pestana Carlton Madeira and Pestana Arena Barcelona by an approximate amount of 44 million Euros. Consequently, this assets contributed significatively to the raise in the Group s debt in 2013, although it has not contributed equally to the EBITDA in the year. This is explained because as Carlton Madeira was only acquired in the end of the year, the EBITDA is reduced by rents paid during the year and because Hotel Barcelona has only contributed to the EBITDA of the year with the GOP as from October. If this two acquisitions had not occurred in the end of the year, would have had a Debt/EBITDA ratio of about 5.1. The reduction in consolidated equity is mainly due to South American units (41 million Euros), as for the disposal of the majority position of in Pestana Inversiones as for the recognized exchange rate devaluation of these assets by the equity method. Grupo Pestana s capital structure is balanced, being 85% of the assets fixed assets (net of respective deferred tax liabilities) which are financed by a permanent capital structure equivalent to 92% of those assets. 28

29 Consolidated Management Report Table 20 Capital structure Net Assets 2013 % Total Var 13/12 (Amounts in millions of Euros) 2012 %Total Var 12/11 Investment - Fixed Assets 666,5 90% -5% 698,6 92% -3% 722,0 Deferred tax liabilites -35,5-5% -18% -43,4-6% 16% -37, Total adjusted fixes assets 631,0 85% -4% 655,2 87% -4% 684,8 Investment - Financial assets 62,5 8% 30% 48,2 6% -12% 54,5 Other non-current assets 15,4 2% 0% 15,4 2% 40% 11,0 Current Assets - Current liabilites 29,6 4% -23% 38,5 5% -2% 39,5 Total Adjusted Assets 738,5 100% -2% 757,3 100% -4% 789,7 Funding origins 2013 % Total Var 13/ %Total Var 12/ Equity 264,7 36% -12% 300,1 40% 0% 300,0 Collected deferred revenues (a) 178,7 24% -1% 180,6 24% -2% 185,1 Deferred sales cost (a) -53,9-7% -2% -55,1-7% 0% -55,0 Total non remunerated funding 389,5 53% -8% 425,6 56% -1% 430,1 Long term financial debt 280,6 38% 11% 252,5 33% -10% 279,6 Other non-current liabilites 7,1 1% -53% 14,9 2% -36% 23,4 Total non-current funding 677,1 92% -2% 693,0 92% -5% 733,1 Short term financial debt 104,1 14% -6% 110,9 15% 13% 98,1 Cash + Financial assets available for sale -42,8-6% -8% -46,6-6% 12% -41,5 Net current debt 61,4 8% -5% 64,3 8% 14% 56,6 Total funding origins 738,5 100% -2% 757,3 100% -4% 789,7 Net debt 341,9 8% 316,8-6% 336,1 EBITDA 58,8-2% 60,1 10% 54,8 Working capital 29,6-23% 38,5-2% 39,5 Capex net (b) 47,7 281% 12,5 5% 12,0 Net debt/ebitda ratio 46% 11% 42% -2% 43% Net debt/equity ratio 5,82 10% 5,27-14% 6,13 Net debt/total Assets ratio (%) 0,88 18% 0,74-5% 0,78 Liquidity ratio (%) 46% 11% 42% -2% 43% Rácio Liquidez (%) 11% -11% 12% 19% 10% (a) Collectedsales of Holiday Club ( timeshare ) (b) Includes 30M repurchase of Pestama Carlton Madeira at the end of 2013 from a real estate fund Net debt 2013: 341,9 Pestana Carlton Madeira repurchase -30,0 Pestana Arena Barcelona purchase -14,0 Adjusted net debt 2013: 297,9 Adjusted Debt/EBITDA ratio 5,1 29

30 Consolidated Management Report 4. MANAGEMENT OBJECTIVES AND POLICIES REGARDING FINANCIAL RISKS The operations of Grupo Pestana and its subsidiaries are exposed to a variety of financial risk factors, including the effects of changes in market prices: exchange rate risk, credit risk, liquidity risk and cash flow risk associated with interest rate, among others. The Company s and its subsidiaries risk management is controlled by the finance department under policies approved by the Board of Directors. Accordingly, the Board of Directors has defined the global risk management principles as well as specific policies that mitigate those risks. The management criteria for these policies is described in the Notes to the consolidated financial statements. 5. SUBSEQUENT EVENTS In the beginning of April of the current year, Pousada da Covilhã opened, which was a project Eduardo Souso Moura architect. This unit has 92 rooms and complements the offer of the Group in the central region of Portugal. 30

31 Consolidated Management Report 6. THE FUTURE According to the market information received during the first few months of 2013, the touristic demand for Portugal continues to show a positive dynamic, that Grupo Pestana hopes to embrace in an efficient way. France and Nordic countries stands out has being promising markets with an increase during this winter, followed by the Iberian, German and British markets. It is expected that in 2014 this recovery movement continues and that this will benefit Grupo Pestana s results. London and Berlin hotels should keep the good performances achieved during this year, and continue to be high qualified and competitive offers in their target markets. Pestana Miami, Pestana Arena Barcelona and Pousada da Serra da Estrela operations started in a fast velocity which, along with the positive effect of not having to pay Pestana Carlton Madeira rent will certainly have a positive contribute to increase Grupo Pestana s EBITDA in Adjustment programs evolution of a significant part of European countries and the respective market reaction will, however, influence this evolution. Grupo Pestana will continue to focus on its own strategy, based in continuous improvement of operations flexibility and efficiency, in investing to grow and to improve existing units, paying special attention to innovation and technologies, in reinforcing the connection with the different stakeholders and in permanent compromises with its employees and communities. 31

32 Consolidated Management Report 7. RECOGNITIONS All the members of the Board of Directors of companies want to express once again their acknowledged thanks to all public and private entities that, directly or indirectly, have supported and worked together with our Company and its subsidiaries. It is particularly gratifying to signal with high esteem, the trust relationship that our customers, suppliers and other business partners, namely financial institutions and qualified service providers, have honored us with. We appreciate the support and collaboration of other governing bodies of the group companies, members of the General Assembly and Supervisory Bodies in carrying out their duties. Finally, and it is not enough to stress out, that is worthy of recognition, the high spirit of professionalism and sense of duty of our employees. Their effort and dedication are the reason that makes possible the creation of value of Grupo Pestana. Please find in attached a list drawn up pursuant to and for the purposes of article 448, no. 4 of the Portuguese Corporate Law. Funchal, 29 April 2014 The Board of Directors Dionísio Fernandes Pestana President Pietro Luigi Valle Member José Alexandre Lebre Theotónio Member 32

33 Appendix list to the Annual Consolidated Report (Pursuant to and for the purposes of article 448, no. 4 of the Portuguese Corporate Law) Shareholders that on 31 December 2013 hold more than half, more than one-third and more than one tenth of the share capital: Name % Pestana International Holdings, S.A. 99,00% Dionísio Fernandes Pestana 1,00% Upon the Group corporate restructuring process, Mr. Dionísio Pestana made a contribution in kind to increase Pestana International Holdings, S.A. capital, of 59,714,700 shares of that represent 73.24% of the entity s share capital. Funchal, 29 April 2014 The Board of Directors Dionísio Fernandes Pestana President Pietro Luigi Valle Member José Alexandre Lebre Theotónio Member 33

34 CONSOLIDATED FINANCIAL STATEMENTS

35 TABLE OF CONTENTS Consolidated statement of financial position 36 Consolidated income statement 37 Consolidated statement of comprehensive income 38 Consolidated statement of changes in equity 39 Consolidated cash flows statement 40 Notes to the consolidated financial statements General information Accounting standards used in the preparation of the financial statements Accountig policies Financial risk management policies Main accounting estimates and judgments Tangible fixed assets Intangible assets Investment properties Investments in associates Other financial investments Deferred tax assets and liabilities Financial assets available for sale Financial assets and liabilities Trade and other receivables Inventories Income tax Cash and cash equivalents Non-current assets held for sale Capital Others reserves Retained earnings Non-controlling interests Provisions Loans and borrowings Derivatives Deferred revenue Trade and other payables Revenue Constructions contracts External services and supplies Personnel expenses Other income Other expenses Finance expenses and income Income tax Discontinued operations Commitments Contingencies Consolidation perimeter Changes in the consolidation perimeter Related partie Subsequent event 138

36 Consolidated statement of financial position 31 December (amounts expressed in Euros) Notes Non-current Assets Tangible fixed assets Intangible assets Investment properties Investments in associates Other financial investments Deferred tax assets Financial assets available for sale Trade and other receivables Current Inventories Trade and other receivables Current tax assets Cash and cash equivalents Non-current assets held for sale Total Assets Equity Capital Other reserves Retained earnings Net profit attributable to shareholders Non-controlling interests Total Equity Non-current Liabilities Provisions Loans and borrowings Derivatives Deferred tax liabilities Deferred revenue Trade and other payables Current Provisions Loans and borrowings Deferred revenue Trade and other payables Current tax liabilities Non-current liabilities held for sale Total Liabilities Total Equity and Liabilities The following notes form an integral part of the Consolidated statement of financial position concerning the period ended 31 December

37 Consolidated income statement (amounts expressed in Euros) Notes Revenue 28; Cost of sales 15 ( ) ( ) External services and supplies 30 ( ) ( ) Personnel expenses 31 ( ) ( ) Charges of depreciations and amortizations 6;7;8 ( ) ( ) Reversals of impairment losses of depreciable/amortizable assets 6 Year Impairment of receivables 14 ( ) ( ) Impairment of inventories Provisions Other income Other expenses 33 ( ) ( ) Gains/ (Losses) of investments in associates and in other financial investments 9;10; Profit before financial results and taxes Finance expenses 34 ( ) ( ) Finance income Profit before tax Income tax Profit from continued operations Discontinued operations Profit/ (Loss) from discontinued operations 36 ( ) ( ) Profir for the year Profit for the year attributable to: Shareholders Non-controlling interests Earnings per share 0,16 0,13 Earnings per share from continued operations 0,17 0,16 The following notes form an integral part of the Consolidated income statement concerning the period ended 31 December

38 Consolidated Notes to the statement consolidated of comprehensive financial statements income (amounts expressed in Euros) Notes Profit for the year Year Itens that are recycled to profit and loss Other gains and losses recognized directly in equity resulting from associates 20 ( ) Change in the fair value of hedging derivatives ( ) Tax impact in items booked directly in equity 11 ( ) Foreign currency translation differences ( ) Change in fair value of financial assets availablefor-sale 12 ( ) Impact of changes in tax rate 20 ( ) - Hyperinflation effect 21 - ( ) Other comprehensive income for the year- net of income tax ( ) ( ) Total comprehensive income for the year Comprehensive income attributable to: Shareholders Non-controlling interests Earnings per share -basic 0,05 0,06 -diluted 0,05 0,06 The following notes form an integral part of the Consolidated statement of comprehensive income concerning the period ended 31 December

39 Consolidated statement of changes in equity (amounts expressed in Euros) Share capital Other equity instruments Share premium Attributable to shareholders Other reserves Retained earnings Profit for the year Noncontroling interests At 1 January Changes in the period Profit for the year application ( ) - - Changes in the consolidation perimeter ( ) - ( ) ( ) Other changes recognized in equity ( ) ( ) ( ) ( ) ( ) Conversion differences - - ( ) ( ) Change in fair value reserve (hedging derivates) ( ) ( ) Change in fair value reserve (financial assets available for sale) Hyperinflation effect ( ) - - ( ) Other gains and losses recognized directly in equity resulting from associates Profit for the year Comprehensive income ( ) ( ) Transaction with equity holders in the period ( ) ( ) Capital increases Distributions - ( ) ( ) ( ) Entries to cover losses Other operations ( ) ( ) ( ) At 31 December Change in the period Profit for the year application ( ) - - Conversion differences Changes in the consolidation perimeter ( ) ( ) - ( ) ( ) Changes in the consolidation perimeter - Equity method Other changes recognized in equity ( ) ( ) ( ) ( ) ( ) ( ) ( ) Changes in fair value reserve (hedging derivatives) Change in fair value reserve (financial assets held for sale) ( ) ( ) Impact of changes in tax rate ( ) ( ) Foreign currency effect Other gains and losses recognized directly in equity resulting from associates ( ) ( ) Profit for the year Comprehensive income ( ) Transactions with equity holders in the period Capital increases Distributions - ( ) ( ) ( ) Entries to cover losses Other operations ( ) ( ) ( ) At 31 December Total The following notes form an integral part of the Consolidated statement of changes in equity concerning the period ended 31 December

40 Consolidated cash flows statement 31 December (amounts expressed in Euros) Notes Cash flow from operating activities Receipts from customers Payments to suppliers ( ) ( ) Payments to personnel ( ) ( ) Cash generated from operations Income tax received/ (paid) ( ) ( ) Other receipts/ (payments) ( ) ( ) Net cash from operating activities Cash flow from investing activities Receipts related to: Cash flow from entries in consolidation perimeter Tangible and intangible assets Financial investments Other assets Interest income and similar Dividends Payments related to: Cash flow from exits from consolidation perimeter 40 ( ) - Tangible and intangible assets ( ) ( ) Financial investments ( ) ( ) Other assets - ( ) Net cash from investing activities ( ) ( ) Cash flow from financing activities Receipts related to: Financing obtained Other financial operations Payments related to: Financing obtained ( ) ( ) Interest expenses and similar ( ) ( ) Dividends ( ) ( ) Share capital and other equity instruments decrease ( ) ( ) Other financing operations ( ) ( ) Net cash from financing activities ( ) ( ) Changes in cash and cash equivalents ( ) Effects of exchange differences ( ) Transfer to group of non-current assets held for sale - (8.686) Cash and cash equivalents at beginning of the year 17 ( ) ( ) Cash and cash equivalents at end of the year 17 ( ) ( ) The following notes form an integral part of the Consolidated cash flows statement concerning the period ended 31 December

41 3. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

42 1. GENERAL INFORMATION Grupo Pestana, which origin dates back to 1972, with the establishment of M & J Pestana -Sociedade de Turismo da Madeira, S.A., to invest in currently denominated Pestana Carlton Madeira, develops its activity mainly in the Tourism sector. The Group is led by its majority shareholder Mr. Dionisio Pestana, son of the founder of the Group. In the late 90s the Group started its internationalization efforts, primarily in Africa and then in South America. In 2003, Grupo Pestana won the tender to manage the network of Pousadas de Portugal, taking the operation of 40 Pousadas in the national territory and promoting its internationalization. Nowadays, Grupo Pestana is by far the largest Portuguese group in the tourism sector, with an operation centered in hotels, but complemented by other activities such as timeshare, residential tourism, golf, touristic entertainment and retail. It also includes some investments in Industry and Financial services. Through the promotion of two brands (Pestana Hotels & Resorts and Pousadas de Portugal ) it currently operates near 89 units of touristic lodging totaling approximately 9,450 rooms, which makes it the largest network with Portuguese origin, the twenty-fifth of Europe and the seventy-fifth worldwide. In the leisure area, Grupo Pestana currently holds, besides the 26 hotels (11 in Madeira, 6 in Algarve, 3 in Lisbon/Cascais/Sintra, 1 in Oporto, 1 in Brazil, 1 in London, 1 in Berlin, 1 in Miami and 1 in Barcelona), 9 units of Vacation Club, 5 golf courses, 4 real estate/ touristic ventures, 1 casino gambling concessions in Madeira, interests in a charter airline, 1 travel agency, 1 tour operator and the management of the 31 Pousadas de Portugal, including the one in Cascais. In order to structure the Group investments, (designated in this document as Grupo Pestana ) was established in 2003, essentially to aggregate the investments in Europe and Miami businesses. Additionally, it includes investments in Argentina, Venezuela and Morocco businesses. 42

43 These consolidated financial statements were approved by the Board of Directors, on the meeting held on 29 April The Board of Directors believes that the financial statements give a true and proper view of the consolidated operations of, as well as its consolidated financial position and performance and cash flows, including the following business units: Unit Local Unit Local Pestana Carlton Madeira (a) Madeira Pestana Tróia Eco resort Tróia Pestana Madeira Beach Club Madeira Pestana Alvor Park Algarve Pestana Casino Park Hotel Madeira Pestana Alvor Park Vacation Club Algarve Pestana Grand Madeira Pestana Alvor Praia Algarve Pestana Grand Vacation Club Madeira Pestana Alvor Beach Club Algarve Grand Private Collection Madeira Alvor Private Collection Algarve Pestana Porto Santo Madeira Pestana Dom João II Algarve Pestana Colombos (b) Madeira Pestana Dom João II Beach Club Algarve Pestana Promenade Madeira Pestana Delfim (b) Algarve Pestana Promenade Vacation Club Madeira Pestana Viking Algarve Pestana Miramar Madeira Pestana Viking Vacation Club Algarve Pestana Miramar Vacation Club Madeira Pestana Alvor Atlantico Algarve Pestana Village Madeira Pestana Porches Praia Algarve Pestana Village Vacation Club Madeira Pestana Porches Praia Vacation Club Algarve Pestana Palms Madeira Pestana Gramacho Golf Resort Algarve Pestana Palms Vacation Club Madeira Pestana Vale da Pinta Golf Resort Algarve Palms Private Collection Madeira Pestana Silves Golfe Resort Algarve Pestana Bay (b) Madeira Pestana Alto Golfe Resort Algarve Pestana Atlantic Gardens (b) Madeira Pestana Vilasol Golfe Resort (b) Algarve Madeira Magic (b) Madeira Pestana Vilasol Hotel Resort (b) Algarve Casino da Madeira Madeira Pestana Convento Carmo Brasil Centro Intern. Neg. Madeira Madeira Pestana Londres Reino Unido Pestana Palace Lisboa Pestana Berlim Alemanha Pestana Porto Porto Pestana Buenos Aires (e) Argentina Pestana Cascais Cascais Pestana Caracas (e) Venezuela Pestana Sintra Golf Sintra Pestana Bogotá100 (b) (e) Colômbia Pestana Beloura Golf Resort Sintra Pestana Miami (c) E.U.A. Pousadas de Portugal (Rede) Portugal Pestana Casablanca (b) (c) (e) Marrocos Pousada de Cascais Cascais Pestana Arena Barcelona (d) Espanha (a) Rented until september 2013 (b) Contract management/ renting (c) Opened February 2013 (d) Acquisition October 2013 (e) Consolidated by the equity method Grupo Pestana s consolidated financial statements and related notes are presented Euros.. 43