CONSOLIDATED DIRECTORS’ REPORT During 2005 NH Hoteles has continued to consolidate its presence in the urban hotel segment by organic growth. Thus, 20 hotels have been opened with over 2,300 rooms. Particularly worth of mention is its first hotel opening in London. Moreover, NH Hoteles has significantly stepped up its presence in the resort hotel segment, where it is participating in two new projects, one in  Cap  Cana  (Dominican  Republic)  and  the  other  in  Rivera  Maya  (Mexico),  involving  a  high  level  of  luxury  residential  development  and managing the hotels in these projects through rental pool agreements. At the end of 2005 NH Hoteles was already present in 20 countries, with 260 hotels and 37,851 rooms, 27.1% of which are owned, 59.1% are operated under lease agreements (12% with purchase options) and 13.9% are being operated under management agreements. 78% of the rooms are in Spain, Germany and the Benelux. In its real estate business, after reaching peak levels in 2004, Sotogrande has kept up a good level of recurring business in 2005, delivering in particular the Ribera del Obispo and Guramí apartment developments. During the first weeks of 2006, 3 hotels have been opened, adding nearly 900 further rooms to the group. Particularly worthy of mention is the Santo Stefano hotel in the centre of Turin, which opened just as the 2006 Winter Olympics were beginning.  8 projects were signed in the same period, with a total of 1,455 rooms, making for a portfolio of 19 operations signed with 3,800 rooms. Noteworthy among the corporate operations performed during the year are the agreements reached to acquire the minority holdings in Nacional Hispana de Hoteles, S.R.L. de C.V. (NH Mexico) and in the former Astron group from their shareholders.  An agreement has also been reached with Banca Intesa to step up hotel business expansion in Italy. As a result of this agreement, in 2006 this company will sign a capital increase in NH Italy amounting to 50 million euros, which will give it control of 49%. It has also been decided to propose capital increases to the General Meeting of Shareholders aimed at bringing in the minority shareholders in two of the subsidiary companies of the group, Sotogrande, S.A. and Latinoamericana de Gestión Hotelera, S.A. as shareholders of NH Hoteles. The Latinoamericana de Gestión Hotelera agreement means that NH Hoteles will become the holder of 100% of the investments the Group has made in Latin America in exchange for issuing 4,250,000 new shares. In order to carry out the operation with the minority shareholders in Sotogrande, NH Hoteles has announced a Takeover Bid to buy 100% of the share capital of Sotogrande by exchanging shares at a ratio of one new share in NH Hoteles for every share in Sotogrande. A maximum of 8,770,130 shares shall be issued. NEW PRODUCTS The expansion of the FAST GOOD restaurants, a product that has, like the NHUBE, come out of cooperation between Ferrán Adrià and NH Hoteles, is now actually happening. After the success of the first restaurant, which opened in the NH Eurobuilding in Madrid in 2004, this new innovative concept has been consolidated in 2005 with the opening of two further restaurants and the signing of agreements to open 7 more restaurants in 2006. These restaurants offer simple, innovative fast food of the very highest quality. Two new hotel concepts have also been created this year. One in the area of urban hotels: “NHOW”, the first example of which shall be the hotel to be opened in Via Tortona in the new fashion centre in Milan, will be a new, exclusive category of hotels created for its most avant- garde customers; and in the resort hotel sector, it has launched “SOTOGRANDE RESORTS” which will be the name used by NH Hoteles to operate its high-end resorts aimed at replicating the lifestyle and the leisure opportunities of Sotogrande in new destinations. Given the kind of business the Group is engaged in, no capital expenditures have been incurred in Research and Development. 7 consolidated financial statements 05
RESULTS The most positive information during 2005 has been that average revenue per room (Revpar) has turned around in all the business units and is up by 3.5% in comparable hotels. The key lies in the improved average levels of occupancy while at the same time the average daily price has remained steady or has fallen slightly.  Compared  to  market,  NH  Hoteles,  in  general,  has  performed  well  and  has  managed  to  increase  market  share  in  every  Central European city except for Brussels. In Germany and Austria average revenue per room available has improved by 4.6% which, combined with the cost savings on rents as a result of the new refinancing agreements, means that Ebitda in these business units is close to break even. During 2005, for the first time in the last three years, the fall in Revpar in Spain has slowed down, and a 2% increase has been achieved by keeping up prices in spite of market pressure due to increased competition, especially in Madrid and Barcelona. From 2004 to 2005, the Group sales in its hotel business were up 4.6% and Ebitda increased by 8.5%, due above all to the effect of cost savings and improved efficiency, which have made for a 2.7% decrease in operating costs per occupied room. In 2005 the real estate business at Sotogrande remained in line with estimates made at the beginning of the year, keeping up a good level in its recurrent activity. Sales recorded in the accounts totaled 83.44 million euros, with Ebitda at 53.66 million euros. Sales commitments yet to be recorded in the accounts at the year end were up by 23.40% to 79.96 million euros, with an estimated margin of around 35 million euros. As for its prospects for 2006, NH Hoteles expects to improve revenues coming from room sales in all its business units with the main aim of increasing the loyalty and the number of its customers, albeit without overlooking the need to keep up average prices benefiting from the strength of its brand name. The year has begun with growth in all areas. It is, however, too early to forecast any trend for the year as a whole. Also worthy of mention is the fact that NH Hoteles is still working on containing operating expenses and gaining economies of scale on new openings. GENERAL RISK POLICY Next year NH Hoteles will continue to seek out new opportunities to expand, always attempting to minimize the risks that are inherent in the sector where the Group operates, which is sensitive to economic cycles and has a high level of operating leverage. One of the main goals of NH Hoteles is the management of the risks that are inherent to the hotel and real estate business, in  order to preserve the value of its assets and consequently the investment of its shareholders. In this regard, the Management Team of NH Hoteles has designed risk maps attempting to minimize risks and optimize its management. Financial risks are analyzed by the Group Corporate Financial Management Team which has the necessary instruments to control NH Hoteles exposure to changes on interest and exchange rates as well as to control liquidity and credit risk. Credit risk in mainly due to the current commercial activity. Doubtful debtors are provisioned even though the credit risk is very low as a consequence of the high number of different clients and agencies with which the Group operates.      Interest  risk  is  controlled  using  derivative  instruments  basically  swaps  and  collars.  The  information  regarding  these  instruments  as  of December 2005 as well as the accounting treatment applied by NH Hoteles is described in the following Annual Accounts. The level of consolidated net financial debt at the end of December 2005 increased to 690.04 million euros, although the financial leverage ratio (net debt/equity) has remained at 0.78x well below the 1x ratio that has always been set as a target by the Group. This increase in debt is consistent with the Group’s growth strategy. Maintaining sources of cash flow depends on developments in the hotel business and in the sale of plots and developments in the Group’s real estate business. These variables depend on the general economic cycle and the market situation regarding supply and demand. 8 consolidated annual accounts 05
CONSOLIDATED MANAGEMENT ACCOUNT (MILLION EUROS) Note: This consolidated management account is drawn up using criteria for grouping hotel operations which are not always the same as the accounting criteria used in the consolidated annual accounts of the NH Hoteles Group. SHARES AND SHAREHOLDERS Performing the agreement reached with the minority shareholders of Latinoamericana de Gestión Hotelera (LGH) will lead in 2006 to a capital increase of 4,250,000 shares with an issue value, for exchange purposes, of 13.50 euros per share. In return NH Hoteles will receive 35.4% of the shares of LGH. The Takeover Bid for the capital share of Sotogrande is aimed at the 20.939% not controlled by NH Hoteles at the present time. In this regard, Sociedad de Promoción y Participación Empresarial Caja de Madrid which holds 17.267% of the shares in Sotogrande, has stated its intention to accept it. During 2005, the Group has carried out several operations to purchase (2,203,349 shares) and sell (2,228,349 shares) its own shares, within the limits stipulated by law and has made the required notifications to the Spanish Securities Exchange Commission, making an overall capital gain of 2.02 million euros. At the year end, NH Hoteles held 25,000 of its own shares, representing 0.02% of its share capital at a total cost of 0.30 million euros. During 2005, 228,305,659 shares of NH Hoteles were traded on the Continuous Market (155,845,027 shares in 2004). This represents 1.91 times (1.30 times in 2004) the total number of shares into which the share capital is divided, with an average daily rate of trading of 891,818 shares on the Continuous Market, 43.63% up on the previous year. 9 consolidated annual accounts 05 NH HOTELES 2005 2004 2005/2004 P&L ACCOUNT AS AT DECEMBER. 31st 2005 M Eur. % M. Eur % Var. % Room Revenues 897.45 91.1% 855.32 87.86% 4.9% Real estate sales and other 83.44 8.5% 112.08 11.51% (25.6%) Other non-recurring revenues 3.77 0.4% 6.11 0.63% (38.3%) TOTAL REVENUES 984.66 100.0% 973.51 100.00% 1.1% Cost of real estate sales (16.89) (1.7%) (20.04) (2.06%) (15.7%) Operating expenses (617.43) (62.7%) (595.41) (61.16%) 3.7% GROSS OPERATING PROFIT 350.34 35.6% 358.06 36.78% (2.2%) Lease payments and property taxes (169.49) (17.2%) (164.39) (16.89%) 3.1% EBITDA 180.85 18.4% 193.67 19.89% (6.6%) Depreciation (68.82) (7.0%) (77.31) (7.94%) (11.0%) EBIT 112.03 11.4% 116.37 11.95% (3.7%) Interest income (expense) (23.13) (2.3%) (24.33) (2.50%) (5.0%) Income from minority equity interests (0.65) (0.1%) (0.55) (0.06%) 18.2% EBT 88.25 9.0% 91.49 9.40% (3.5%) Corporate income tax (17.85) (1.8%) (25.68) (2.64%) (30.5%) NET INCOME before minorities 70.41 7.2% 65.80 6.76% 7.0% Minority interests (8.17) (0.8%) (10.60) (1.09%) (23.0%) NET INCOME 62.24 6.3% 55.20 5.67% 12.8%
AVERAGE DAILY TRADING IN SHARES 1995-2006 AVERAGE DAILY TRADING IN MILLION EUROS 1995-2006 10 consolidated annual accounts 05
The charts show the trends in share prices and market capitalization over the last two years. TREND NH HOTELES - IBEX January 2004- February 2006 The average rate for the year 2005 has been 11.50 euros, compared to 9.10 euros the year before, with a peak of 14.11 euros in September and a minimum of 9.31 in April. The top price in 2004 was 9.10 euros and the minimum 8.37 euros. CAPITALIZATION 1995-2006 (in million euros) 11 consolidated annual accounts 05