Hotelinvest Kalvebod A/S

Transcription

1 Hotelinvest Kalvebod A/S Kalvebod Brygge 5, 1560 København V CVR No Annual report for the year ended 31 December 2014 Approved at the annual general meeting of shareholders on 16 June 2015 Chairman:... Mette Kapsch

2 Contents Management's review 1 Company details 1 Financial highlights 2 Operating review 3 Statement by the Board of Directors and the Executive Board 4 Independent auditors' report 5 Financial statements Income statement 6 Balance sheet 7 Statement of changes in equity 9 Notes Accounting policies 10 Recognition and measurement uncertainties 13 Staff costs 13 Tax for the year 13 Property, plant and equipment 14 Prepayments 14 Share capital 15 Long-term liabilities 15 Security for loans 15 Contingent liabilities and other financial obligations 15 Related parties /

3 Management's review Company details Name Address, Postal code, City Hotelinvest Kalvebod A/S Kalvebod Brygge 5, 1560 København V CVR No Registered office København Financial year 1 January - 31 December Board of Directors Executive Board Auditors Bankers Oscar Claudius Crohn, Chairman Mette Kapsch Johan Ewald Lorentzen David Robson Overby Allan Linneberg-Agerholm Ernst & Young, Godkendt Revisionspartnerselskab Osvald Helmuths Vej 4, P O Box 250, 2000 Frederiksberg, Denmark Nordea Bank Danmark Danske Bank 1

4 continued - Management's review Financial highlights 5-year summary (in, except per share data): Key figures (in ) Gross margin 128,600, ,358, ,092,000 97,971,000 92,016,000 Operating profit 32,916,305 24,922,383 14,967,851 10,220,889 7,836,398 Net financials -24,313,283-23,843,515-28,420,123-24,933,088-28,937,404 Profit/loss for the year 20,061,258 1,078,868-13,452,272-14,712,189-28,422,331 Balance sheet total 673,746, ,304, ,029, ,250, ,425,894 Equity 130,088,243 40,509,025 39,430,157-1,917, ,705 Average number of employees Financial ratios in % Return on assets Equity ratio N/A 0.1 Return on equity N/A

5 continued - Management's review Operating review The Company's business review The Company is established with the object of running a five-star hotel - the Copenhagen Marriott Hotel - at Kalvebod Brygge in Copenhagen. The hotel opened in August Financial review The income statement for 2014 shows a profit of 20,061,258 against a profit of 1,078,868 last year, and the balance sheet at 31 December 2014 shows equity of 130,088,243. The net profit has been affected by a recognition of deferred tax asset by 11,458,236 as a result of Managements expectations to utilise tax carry forward within the next 5 years. Equity is affected by revaluation of property, less deferred tax, of 69,517,960. The hotel market conditions in Copenhagen continue to improve enabling 4% increase of rooms rates and 1,5% increase of occupancy rate which now exceeds 80%. By this, net income of hotel operations increase from 1,1 million in 2013 to 8,6 million in In 2014 market value of hotel property is estimated to 596 mill., based on the discounted cash flow method (DCF), at a rate of 6,5%. The increase of the booked building value in 2014 is 104,6 m. The DCF method are based on a 5 year income prognosis, taking into consideration possible costs, returns, investments, services and maintenances. The booked market value are at the same level as third party valuation. In connection with ownershift, new finance agreement have been settled with the Danske Bank. On January 7th, 2015, Bella Solstra A/S acquired Hotelinvest Kalvebod A/S. In connection with change of ownershift, the former Marriott operated hotel are changed to a franchise operated Marriott hotel and hotel management was handed over to BC Hospitality Group A/S which also operates the Crowne Plaza Copenhagen Towers, AC Hotel Bella Sky Copenhagen, Forum Copenhagen, Comwell Conference Center Copenhagen and Bella Center. Post balance sheet events Other than the change of hoteloperation and management in the beginning of 2015 no other events have occurred after the balance sheet date to this date, which could influence the evaluation of this annual report. Outlook The BC Hospitality Group management agreement are expected to improve efficiency and of the hotel operations and increase the service to customers. Management is confident that the company will be able to deliver a significant improvement in performance in

6 Statement by the Board of Directors and the Executive Board The Board of Directors and the Executive Board have today discussed and approved the annual report of Hotelinvest Kalvebod A/S for the financial year 1 January - 31 December The annual report is prepared in accordance with the Danish Financial Statements Act. In our opinion, the financial statements give a true and fair view of the Company's financial position at 31 December 2014 and of the results of the Company's operations for the financial year 1 January - 31 December Further, in our opinion, the Management's review gives a fair review of the matters discussed in the Management's review. We recommend the adoption of the annual report at the annual general meeting. Copenhagen, 16 June 2015 Executive Board: Allan Linneberg-Agerholm Board of Directors: Oscar Claudius Crohn Chairman Mette Kapsch Johan Ewald Lorentzen David Robson Overby 4

7 Independent auditors' report To the shareholders of Hotelinvest Kalvebod A/S Independent auditors' report on the financial statements We have audited the financial statements of Hotelinvest Kalvebod A/S for the financial year 1 January - 31 December 2014, which comprise an income statement, balance sheet, statement of changes in equity and notes, including accounting policies. The financial statements are prepared in accordance with the Danish Financial Statements Act. Management's responsibility for the financial statements Management is responsible for the preparation of financial statements that give a true and fair view in accordance with the Danish Financial Statements Act. Further, Management is responsible for such internal control as it determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. Auditors' responsibility Our responsibility is to express an opinion on the financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing and additional requirements according to Danish audit regulations. This requires that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors' judgement, including an assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation of financial statements that give a true and fair view. The purpose is to design audit procedures that are appropriate in the circumstances, but not to express an opinion on the effectiveness of the Company's internal control. An audit also includes evaluating the appropriateness of accounting policies used, the reasonableness of accounting estimates made by Management as well as the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Our audit has not resulted in any qualification. Opinion In our opinion, the financial statements give a true and fair view of the Company's financial position at 31 December 2014 and of the results of its operations for the financial year 1 January - 31 December 2014 in accordance with the Danish Financial Statements Act. Statement on the Management's review Pursuant to the Danish Financial Statements Act, we have read the Management's review. We have not performed any other procedures in addition to the audit of the financial statements. On this basis, it is our opinion that the information provided in the Management's review is consistent with the financial statements. Copenhagen, 16 June 2015 ERNST & YOUNG Godkendt Revisionspartnerselskab Carsten Collin state authorised public accountant 5

8 Income statement for the year ended 31 December Notes Gross profit 128,600, ,358,545 3 Staff costs -81,249,260-78,599,698 Amortisation and impairment of intangible assets and property, plant and equipment -14,434,704-17,836,464 Operating profit 32,916,305 24,922,383 Financial income 884,653 0 Financial expenses -25,197,936-23,843,515 Profit before tax 8,603,022 1,078,868 4 Tax for the year 11,458,236 0 Profit/loss for the year 20,061,258 1,078,868 Recommended appropriation of the profit/loss for the year Retained earnings 20,061,258 1,078,868 20,061,258 1,078,868 6

9 Balance sheet at 31 December Notes Assets Fixed assets Land and buildings 595,972, ,574,594 Other fixtures and fittings, tools and equipment 31,823,588 36,596,407 Property, plant and equipment in progress 7,019,990 2,887,042 5 Property, plant and equipment 634,816, ,058,043 Total fixed assets 634,816, ,058,043 Current assets Manufactured goods and goods for resale 743, ,573 Inventories 743, ,573 Trade receivables 10,688,745 11,518,980 Receivables from group entities 953, ,121 Other receivables 2,355,253 2,100,208 6 Prepayments 692, ,858 Receivables 14,689,686 14,921,167 Cash 23,496,706 19,630,659 Total current assets 38,930,362 35,246,399 Total assets 673,746, ,304,442 7

10 Balance sheet at 31 December Notes Equity and liabilities Equity 7 Share capital 2,000,000 2,000,000 Revaluation reserve 124,317,960 54,800,000 Retained earnings/accumulated loss 3,770,283-16,290,975 Total equity 130,088,243 40,509,025 Provisions Provisions for deferred tax 23,605,804 0 Total provisions 23,605,804 0 Liabilities Bank debt 493,754, ,829,321 Lease liabilities 0 1,697,836 8 Long-term liabilities 493,754, ,527,157 Lease liabilities 0 1,220,259 Prepayments received from customers 4,925,048 6,702,625 Trade payables 5,492,489 7,735,177 Payables to group entities 59, ,970 Other payables 15,820,506 14,437,229 Short-term liabilities 26,297,785 30,268,260 Total liabilities 520,052, ,795,417 Total equity and liabilities 673,746, ,304,442 8

11 Statement of changes in equity () Share capital Revaluation reserve Retained earnings Total Equity at 1/ ,000,000 54,800,000-16,290,975 40,509,025 Revaluations in the year 104,582, ,582,000 Tax on changes in equity -35,064, ,064,040 Profit/loss for the year, cf. appropriation of profit/loss 20,061,258 20,061,258 Equity at 31/ ,000, ,317,960 3,770, ,088,243 9

12 Notes 1. Accounting policies The annual report of Hotelinvest Kalvebod A/S has been presented in accordance with the provisions of the Danish Financial Statements Act as regards medium-sized reporting class C enterprises. The accounting policies applied by the company are consistent with those of last year. Omission to present a cash flow statement With reference to section 86(4) of the Danish Financial Statements Act, no cash flow statement has been prepared. The entity's cash flows are part of the consolidated cash flow statement for the parent company. Reporting currency The financial statements are presented in Danish kroner. Currency translation Transactions denominated in foreign currencies are translated into Danish kroner at the exchange rate at the date of the transaction. Receivables, payables and other monetary items denominated in foreign currencies are translated into Danish kroner at the exchange rate at the balance sheet date. Realised and unrealised exchange gains and losses are recognised in the income statement as financial income/expenses. Income statement Revenue Income from the rendering of services, is recognised as revenue as the services are rendered, implying that revenue corresponds to the market value of the services rendered in the year. Revenue is measured net of all types of discounts/rebates granted. Also, revenue is measured net of VAT and other indirect taxes charged on behalf of third parties. Gross profit With reference to section 32 of the Danish Financial Statements Act, the items 'Revenue', 'Cost of sale', 'Other external expenses' and 'Other operating income' are consolidated into one item designated 'Gross profit'. Other operating income Other operating income and operating expenses comprise items of a secondary nature relative to the entity's core activities, including gains or losses on the sale of fixed assets. Cost of sales Cost of sales includes the cost of goods used in generating the year's revenue. Other external expenses Other external expenses include the year's expenses relating to the entity's core activities, including expenses relating to distribution, sale, advertising, administration, premises, bad debts, payments under operating leases, etc. Staff costs Staff costs include wages and salaries, including compensated absence and pensions, as well as other social security contributions, etc. made to the entity's employees. The item is net of refunds made by public authorities. Amortisation and impairment of intangible assets and property, plant and equipment The item comprises amortisation and impairment of intangible assets and property, plant and equipment. Property, plant and equipment are depreciated on a straight-line basis over the expected useful life of each individual asset. The depreciation basis is the cost plus revaluations and less expected residual value 10

13 Notes 1. Accounting policies - continued The expected useful lives and the residual value of the assets are as follows: Useful life (year) Residual value Buildings 50 years 0 Other fixtures and fittings, tools and equipment 4-10 years 0 Land is not depreciated. Financial income and expenses Financial income and expenses are recognised in the income statements at the amounts that concern the financial year. Net financials include interest income and expenses as well as allowances and surcharges under the advance-payment-of-tax scheme, etc. Balance sheet Property, plant and equipment Items of property, plant and equipment are measured at cost less accumulated depreciation and impairment losses. Cost includes the acquisition price and costs directly related to the acquisition until the time at which the asset is ready for use. Gains or losses arising from the sale of items of property, plant and equipment are recognised in the income statement under 'Other operating income' or 'Other operating expenses', respectively. Gains and losses are calculated by reference to the difference between the selling price less selling expenses and the carrying amount at the time of sale. Land and buildings are revalued at fair value. Revaluations and reversals hereof, less deferred tax, are taken directly to equity. Fair value is based on capitalised value of expected cash flows on the basis of the required marked rate of return without the use of an appraiser. The capitalised value (NPV) is allocated on negotiable assets, primarily land and buildings. Inventories Inventories are measured at the lower of cost, measured by reference to the FIFO method, and net realisable value. Receivables Receivables are measured at amortised cost, which usually corresponds to the nominal value. Provisions are made for bad debts on the basis of objective evidence that a receivable or a group of receivables are impaired. Provisions are made to the lower of the net realisable value and the carrying amount. Prepayments Prepayments recognised under Assets' comprise prepaid expenses regarding subsequent financial reporting years. Cash and cash equivalents Cash comprises cash balances and bank balances. Corporation tax Current tax payable and receivable is recognised in the balance sheet as the estimated tax charge in respect of the taxable income for the year, adjusted for tax on prior years' taxable income and tax paid on account. Provisions for deferred tax are calculated, based on the liability method, of all temporary differences between carrying amounts and tax values, with the exception of temporary differences occurring at the time of acquisition of assets and liabilities neither affecting the results of operations nor the taxable income, as well as temporary differences on non-amortisable goodwill. 11

14 Notes 1. Accounting policies - continued Deferred tax is measured according to the taxation rules and taxation rates in the respective countries applicable at the balance sheet date when the deferred tax is expected to crystallise as current tax. Deferred tax assets are recognised at the value at which they are expected to be utilised, either through elimination against tax on future earnings or through a set-off against deferred tax liabilities within the same jurisdiction. Payables to credit institutions Mortgage debt is recognised on the raising of the loan at the proceeds received net of transaction costs incurred. Mortgage debt is subsequently measured at amortised cost, using the effective interest rate method. Borrowing costs, including capital losses, are recognised as financing costs in the income statement over the term of the loan. Lease liabilities Lease liabilities are measured at the net present value of the remaining lease payments including a guaranteed residual value, if any, based on the interest rate implicit in the lease. Financial ratios Financial ratios are calculated in accordance with the Danish Society of Financial Analysts' guidelines on the calculation of financial ratios 'Recommendations and Financial Ratios 2010', cf. below: Definition of financial ratios: Return on assets: Profit/loss from ordinary operating activites / Average assets * 100 Equity ratio: Closing equity / Equity & liabilities at year-end * 100 Return on equity: Profit/loss for the year / Average equity *

15 Notes 2. Recognition and measurement uncertainties Land and buildings are measured at fair value. Revaluations are charged to equity. Fair value measurements are performed based on the capitalised value of Management's statement of expected annual cash generated from operations in a going concern context based on the required rate of return. The measurement contain several elements based on Management's estimate of current market conditions, including discount rate, capital structure and growth rate. These estimates and assumptions are in nature related with uncertainty, why actual outcome may differ from these estimates Staff costs Analysis of staff costs: Wages/salaries 41,193,149 40,499,622 Pensions 3,477,321 3,396,884 Other social security costs 1,119,769 1,167,306 Other staff costs 35,459,021 33,535,886 81,249,260 78,599,698 Number Number Average number of employees By reference to section 98b(3), (ii), of the Danish Financial Statements Act, remuneration to management is not disclosed. 4. Tax for the year Deferred tax adjustments in the year -11,458, ,458,236 0 In addition, the deferred tax on changes in equity for 2014 is

16 Notes 5. Property, plant and equipment () Land and buildings Other fixtures and fittings, tools and equipment Property, plant and equipment in progress Total Cost Balance at 1/ ,277, ,838,715 2,887, ,003,036 Additions in the year 0 4,236,342 7,019,990 11,256,332 Disposals in the year 0-5,878, ,878,617 Transfer from other accounts 0 2,887,042-2,887,042 0 Cost at 31/ ,277, ,083,482 7,019, ,380,751 Revaluations Balance at 1/ ,800, ,800,000 Revaluations in the year 104,582, ,582,000 Revaluations at 31/ ,382, ,382,000 Depreciation and impairment losses Balance at 1/ ,502, ,242, ,744,993 Depreciation in the year 5,183,880 9,250,825 14,434,705 Reversal of depreciation and impairment losses, disposals 0-3,233,239-3,233,239 Depreciation and impairment losses at 31/ ,686, ,259, ,946,459 Carrying amount at 31/ ,972,714 31,823,588 7,019, ,816,292 Difference between the carrying amount at 31/ and the carrying amount, if any, had no revaluation been made 157,190, Note 9 provides more details on security for loans, as regards land and buildings. The fair value of land and buildings is determined by discounting expected cash flows by a discount rate of 6.5%. Income from hotel activities comprises income from booking of hotel rooms as well as meetings and events, including a specific projection of average price per sold room and occoupancy level. Cash flows are based on operating forecast prepared by Management. Following a one-year forecast period, a "terminal operating year" is calculated, which is adjusted by an annual growth rate of 1.5% going forward. 6. Prepayments Prepayments include accrual of expenses relating to subsequent financial years, including insurance policies. 14

17 Notes 7. Share capital Analysis of changes in the share capital over the past 5 years: Opening balance 2,000,000 2,000,000 2,000,000 22,000,000 22,000,000 Capital increase ,000,000 0 Capital reduction ,000,000 0 Closing balance 2,000,000 2,000,000 2,000,000 2,000,000 22,000, Long-term liabilities Analysis of long-term liabilities: Falling due between 1 and 5 years Falling due after more than 5 years Total longterm liabilities at 31/ Current portion of long-term liabilities Bank debt 493,754, ,754, ,754, ,754, Security for loans As security for the Company's debt to banks, the Company has placed buildings and installations as security. The total carrying amount of the assets having been put as security is Contingent liabilities and other financial obligations The Company is jointly taxed with its parent, BRE/Copenhagen Holding ApS, which acts as management company, and is jointly and severally with other jointly taxed group entities for payment of income taxes for the income year 2013 onwards as well as withholding taxes on interest, royalties and dividends falling due for payment on or after 1 July Other financial obligations 31/ / Other rent and lease liabilities: Rent and lease liabilities 294, ,335 15

18 Notes 11. Related parties Information about related parties with a controlling interest: Related party Domicile Basis for control BRE/Copenhagen Holding ApS Copenhagen Shareholder The following shareholders are registered in the Company's register of shareholders as holding minimum 5% of the votes or minimum 5% of the share capital: Name BRE/Copenhagen Holding ApS Domicile Copenhagen 16