Report on six months ended June 30, 2018 for NH Hotel Group, S.A.

Transcription

1 Report on six months ended June 30, 2018 for NH Hotel Group, S.A. 1

2 Table of Contents Summary consolidated financial statements...1 Information regarding forward-looking statements...8 Presentation of financial and other information...8 Other data...10 Recent developments...13 Risk factors...18 Management s discussion and analysis of financial condition and results of operations..65 Changes to accounting policies and new accounting standards...86 Description of certain financing arrangements...95 Certain definitions

3 This report is the report required under the indenture dated as of September 29, 2016 governing the 3.750% Senior Secured Notes due 2023 (the 2023 Notes ). Please see Certain definitions for other defined terms used herein. Summary consolidated financial statements The following summary consolidated statement of profit or loss and other comprehensive income, consolidated statement of financial position and consolidated statement of cash flows as of and for the years ended December 31, 2015, 2016 and 2017, except for the footnotes included below each table and except as otherwise indicated, have been derived from the audited consolidated financial statements for such periods of the Group, which were audited by Deloitte, S.L. and have been prepared in accordance with IFRS, as of and for the six months ended June 30, 2017 and 2018 as derived from the unaudited condensed interim consolidated financial statements of the Group for the same periods. This summary financial information is not necessarily representative of our results of operations for any future period or our financial condition at any future date. This Summary financial and other information should be read in conjunction with, and is qualified in its entirety by reference to, our financial statements and the accompanying notes included elsewhere in this report, and should also be read together with the information set forth in Presentation of financial and other information, Use of non-ifrs financial measures, Other data, Business, Selected historical consolidated financial information and Management s discussion and analysis of financial condition and results of operations. The results of operations for prior years are not necessarily indicative of the results to be expected for any future period. For more information on the basis of preparation of this financial information, see Presentation of financial and other information and the notes to the financial statements included elsewhere in this report. Summary consolidated statement of profit or loss and other comprehensive income For the year ended December 31, For the six months ended June 30, (unaudited) (unaudited) ( in millions) Net turnover... 1, , , ,2 Other operating income ,7 Net gain (loss) on disposal of non-current assets... (0.8) (11,8) Procurements... (67.6) (66.9) (75.7) (37.7) (37,0) Personnel expenses... (398.1) (415.9) (427.1) (211.3) (210,5) Depreciation allowance... (106.2) (114.2) (123.1) (55.8) (55,6) Net losses from asset impairment (2.7) ,5 Variation in the provision for onerous agreements ,3 Other operating expenses... (787.1) (795.2) (819.2) (402.7) (415,4) Profit (loss) from entities valued through the equity method... (0.7) 0.1 (0.3) - (0,1) Financial income ,2 Change in fair value of financial instruments Financial expenses... (73.6) (72.3) (76.7) (38.5) (32,4) Net exchange rate differences (3.6) (6.4) (6.0) 1,6 Gain (loss) on disposal of financial investments (1.9) - (0,1) Pre-tax profit (loss) from continuing operations ,8 Corporate tax... (13.1) (7.9) (33.5) (14.7) (16,0) Profit (loss) from continuing operations... (2.8) ,7 Profit (loss) for the year from discontinued operations net of tax (2.3) (0.3) ,1 Profit (loss) for the financial year ,8 Non-controlling interests ,5 Profit (loss) attributable to shareholders of the Issuer ,3 1

4 Summary consolidated statement of financial position As of December 31, As of June 30, (unaudited) (unaudited) ( in millions) Assets Tangible fixed assets... 1, , , , ,573.7 Intangible assets Non-current investments Other non-current assets Total non-current assets... 2, , , , ,082.4 Non-current assets classified as held for sale Inventories Receivables Cash and cash equivalents Other current assets Total current assets Total assets... 2, , , , ,574.6 Shareholders equity and liabilities Shareholders equity... 1, , ,152 1, ,427.6 Debentures and other marketable securities Debts with credit institutions Non-current provisions Deferred tax liabilities Other non-current liabilities Total non-current liabilities... 1, , , Liabilities associated with non-current assets classified as held for sale Debentures and other marketable securities Debts with credit institutions Trade creditors and other accounts payable Current provisions Other current liabilities Total current liabilities Total shareholders equity and liabilities. 2, , , , ,

5 Summary consolidated statement of cash flows For the year ended December 31, As of June 30, (unaudited) ( in millions) Total net cash flow from operating activities Total net cash flow from investment activities... (216.9) (23.7) (42.3) (41.9) Financial income Investments... (254.1) (145.0) (104.0) (74.6) (54.8) Group companies, joint ventures and associated companies... (0.3) (5.6) (22.3) (20.3) - Tangible and intangible assets and real-estate investments... (176.1) (139.4) (81.8) (54.3) (54.1) Non-current assets classified as held for sale... - Non-current financial investments... (77.7) (0.7) Disposals Total net cash flow from financing activities... (6.8) (94.4) (243.8) (80.7) (33.2) Gross increase/reduction of cash or equivalent assets... (133.4) 58.5 (56.5) (22.2) Effect of change in exchange rates on cash and equivalent assets (0.4) Effect of changes in scope of consolidation (0.0) (0.0) (0.0) (0.1) Net increase/reduction of cash or equivalent assets... (122.4) 59.0 (56.5) (22.2) Cash or equivalent assets at beginning of the year Cash or equivalent assets at the end of the year Other financial and pro forma data (unaudited) (1) We define EBITDA as profit (loss) attributable to shareholders of the Issuer plus non-controlling interests plus Profit (loss) for the year from discontinued operations net of tax minus corporation tax, gain (loss) on disposal of financial investments, net exchange rate differences, financial expenses, change in fair value of financial instruments, financial income, profit (loss) from entities valued through the equity method, variation in the provision for onerous agreements, net losses from asset impairment, depreciation allowance and inventory impairments. EBITDA is a non-ifrs measure. The following is a calculation of EBITDA. 3

6 For the year ended December 31, For the six months ended June 30, (unaudited) (unaudited) ( in millions) Profit (loss) attributable to shareholders of the Issuer Non-controlling interests Profit (loss) for the financial year Profit (loss) for the year from discontinued operations net of tax (2.3) (0.3) Profit (loss) from continuing operations... (2.8) Corporation tax... (13.1) (7.9) (33.5) (14.7) (16.0) EBT Profit (loss) from entities valued through the equity (0.7) 0.1 (0.3) method... - (0.1) Financial income Change in fair value of financial instruments Net exchange rate differences (3.6) (6.4) (6.0) 1.6 Financial expenses... (73.7) (72.3) (76.7) (38.5) (32.4) Gain (loss) on disposal of financial investments (1.9) - (0.1) EBIT Variation in the provision for onerous agreements Net losses from asset impairment (2.7) Depreciation allowance... (106.2) (114.2) (123.1) (55.8) (55.6) EBITDA Segment information The following tables set forth certain financial and operating information of our geographical segments (which excludes revenues between segments) for the periods indicated. For the purposes of the geographical breakdown of our financial performance, which is based upon our consolidated financial statements, and the geographical breakdown of our key operating performance indicators, including RevPAR, Occupancy and ADR below, we define our geographical segments as follows: (1) Spain, which includes Spain, Portugal, France, USA and Andorra; (2) Italy; (3) Central Europe, which includes Austria, Czech Republic, Germany, Hungary, Poland, Slovakia, Switzerland and Romania; (4) Benelux, which includes Belgium, the Netherlands, South Africa, United Kingdom and Luxembourg and (5) America, which includes Argentina, Brazil, Chile, Cuba, Dominican Republic, Haiti, Mexico, Uruguay, Venezuela, Colombia and Ecuador, unless otherwise indicated. See Other data Other operating measures. Operating information We have included other operating information in this report, some of which we refer to as key performance indicators, including RevPAR, Occupancy, Room Nights and ADR. In addition, each of Occupancy, ADR and RevPAR, both actual and on a Like-for-like Basis. We believe that it is useful to include this operating information as we use it for internal performance analysis, and the presentation by our business divisions of these measures facilitates comparability with other companies in our industry, although our measures may not be comparable with similar measurements presented by other companies. Such operating information should not be considered in isolation or construed as a substitute for measures in accordance with IFRS. For a description of certain of our key performance indicators, see Management s discussion and analysis of financial condition and results of operations Key factors affecting our financial condition and results of operations Occupancy, Average Daily Rate (ADR) and Revenue per Available Room (RevPAR). 4

7 Revenue per Available Room (RevPAR) RevPAR is the product of the Average Daily Rate for a specified period multiplied by the Occupancy for that period. The following table sets forth a geographic breakdown of RevPAR for the periods indicated. For the year ended December 31, For the six months ended June 30, ( ) Spain Italy Central Europe Benelux America Group Occupancy Occupancy is the quotient of the total number of Room Nights sold during a specified period divided by the total number of rooms available for each day during that period. The following table sets forth a geographic breakdown of Occupancy for the periods indicated. For the year ended December 31, For the six months ended June 30, (%) Spain Italy Central Europe Benelux America Group Average Daily Rate (ADR) Average Daily Rate is the quotient of total room revenues for a specified period divided by total Room Nights sold during that period. The following table sets forth a geographic breakdown of ADR for the periods indicated. For the year ended December 31, For the six months ended June 30, ( ) Spain Italy Central Europe Benelux America Group

8 Geographical Information The following table sets forth a geographic breakdown of our net turnover for the periods indicated. For the year ended December 31, For the six months ended June 30, ( in millions) Net turnover Spain Italy Central Europe Benelux America Total... 1, ,

9 Summary financial and other information The following summary consolidated statement of profit or loss and other comprehensive income, consolidated statement of financial position and consolidated statement of cash flows as of and for the years ended December 31, 2015, 2016 and 2017, except for the footnotes included below each table and except as otherwise indicated, have been derived from the audited consolidated financial statements for such periods of the Group, which were audited by Deloitte, S.L. and have been prepared in accordance with IFRS, as of and for the six months ended June 30, 2017 and 2018 as derived from the unaudited condensed interim consolidated financial statements of the Group for the same periods. This summary financial information is not necessarily representative of our results of operations for any future period or our financial condition at any future date. The unaudited pro forma financial information contained in this report has been derived by applying pro forma adjustments to the Group s historical consolidated financial statements included elsewhere in this report. The unaudited pro forma adjustments and the unaudited pro forma financial information set forth below are based upon available information and certain assumptions and estimates that we believe are reasonable and may differ from actual amounts. The pro forma financial information is for informational purposes only and does not purport to present what our results would actually have been had these transactions occurred on the dates presented or to project our results of operations or financial position for any future period or our financial condition at any future date. This Summary financial and other information contains certain non-ifrs financial measures including EBITDA, net indebtedness, net secured indebtedness and changes in working capital. These non-ifrs financial measures are not measurements of performance or liquidity under IFRS. Investors should not place any undue reliance on these non-ifrs measures and should not consider these measures as: (a) an alternative to operating income or net income as determined in accordance with generally accepted accounting principles, or as measures of operating performance; (b) an alternative to cash flows from operating, investing or financing activities, as determined in accordance with generally accepted accounting principles, or as a measure of our ability to meet cash needs; or (c) an alternative to any other measures of performance under generally accepted accounting principles. These measures are not indicative of our historical operating results, nor are they meant to be predictive of future results. These measures are used by our management to monitor the underlying performance of the business and the operations. Since all companies do not calculate these measures in an identical manner, our presentation may not be consistent with similar measures used by other companies. Therefore, investors should not place undue reliance on this data. This Summary financial and other information should be read in conjunction with, and is qualified in its entirety by reference to, our financial statements and the accompanying notes included elsewhere in this report, and should also be read together with the information set forth in Summary, Presentation of financial and other information, Use of non-ifrs financial measures, Other data, Business and Management s discussion and analysis of financial condition and results of operations. For more information on the basis of preparation of this financial information, see Presentation of financial and other information and the notes to the financial statements included elsewhere in this report. 7

10 Information regarding forward-looking statements Certain statements in this report are not historical facts and are forward-looking within the meaning of Section 27A of the U.S. Securities Act and Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the U.S. Exchange Act ). This document contains certain forward-looking statements in various sections, including, without limitation, under the headings Summary, Risk factors, Management s discussion and analysis of financial condition and results of operations and Business, and in other sections where this report includes statements about our intentions, beliefs or current expectations regarding our future financial results, plans, liquidity, prospects, growth, strategy and profitability, as well as the general economic conditions of the industry and countries in which we operate. We may from time to time make written or oral forward-looking statements in other communications. Forward-looking statements include statements concerning our plans, objectives, goals, strategies, future events, future sales or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions and dispositions, our competitive strengths and weaknesses, our business strategy and the trends we anticipate in the industries and the economic, political and legal environment in which we operate and other information that is not historical information. Words such as believe, anticipate, estimate, expect, intend, predict, project, could, may, will, plan and similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that the predictions, forecasts, projections and other forward-looking statements will not be achieved. These risks, uncertainties and other factors include, among other things, those listed under Risk factors, as well as those included elsewhere in this report. You should be aware that a number of important factors could cause actual results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward-looking statements. These factors include: levels of spending in the business, travel and leisure industries, as well as consumer confidence; an economic downturn in Europe and Latin America; competitive forces in the markets where we operate; our ability to enter into new management agreements; the risk that our management agreement will not generate positive financial results; risks resulting from significant investments in owned and leased real estate, such as the risk of increases in interest rates and the need for capital improvements and expenditures; risk associated with potential acquisitions and dispositions; our ability to exit underperforming leases and management agreements; risks associated with third-party valuations; risks associated with our relationship with some of our current significant shareholders, including Hesperia; liabilities or capital requirements associated with acquiring interests in hotel joint ventures with third parties; risks related to the development, redevelopment or renovation of properties that we own or lease; the development of new hotels and the expansion of existing hotels; the ability or willingness of third-party hotel proprietors to make investments necessary to maintain or improve properties we manage; early termination of our management contracts; our relationships with third-party hotel proprietors; 8

11 contractual or other disagreements with third-party hotel proprietors; our ability and the ability of third-party hotel proprietors to repay or refinance mortgages secured by hotels that we operate; general volatility of the capital markets and our ability to access the capital markets; our ability to meet certain financial ratios; relatively fixed costs associated with hotel operations; the seasonal and cyclical nature of the hospitality business; hostilities, including terrorist attacks, or fear of hostilities that affect travel and other catastrophic events; our ability to establish and maintain distribution arrangements; a shift in hotel bookings from traditional to online channels; the introduction of new brand concepts and our ability to develop new brands, generate customer demand and incorporate innovation; our ability to successfully implement new initiatives; our ability to attract, retain, train, manage and engage our employees; relationships with our employees and labor unions and changes in labor law; our dependence on key personnel; fluctuations in currency exchange rates and the inability to repatriate cash; risk related to hyperinflationary economies where NH operates; fluctuations in interest rates and the subsequent increase in financing costs; extensive regulatory, including licensing, land use and environmental, requirements; risks relating to a change of control of NH Hotel Group, S.A.; insufficient insurance; changes in tax laws; failure to protect our trademarks and intellectual property; third-party claims of intellectual property infringement; unfavorable outcomes of legal proceedings, including those relating to our shareholders; interruptions or failures of our information technology systems resulting from unanticipated problems or natural disasters, such as power loss, telecommunication failures, computer viruses, hurricanes or floods; failure to maintain the integrity or privacy of internal or customer data, including due to cyber security breaches; failure to incorporate new developments in technology; changes in accounting standards; and 9

12 risks relating to the Notes and our structure. This list of important factors is not exhaustive. You should carefully consider the foregoing factors and other uncertainties and events, especially in light of the political, economic, social and legal environment in which we operate. Such forward-looking statements speak only as of the date on which they are made. Accordingly, we do not undertake any obligation to update or revise any of them, whether as a result of new information, future events or otherwise. We do not make any representation, warranty or prediction that the results anticipated by such forward-looking statements will be achieved, and such forward-looking statements represent, in each case, only one of many possible scenarios and should not be viewed as the most likely or standard scenario. Presentation of financial and other information The following summary consolidated statement of profit or loss and other comprehensive income, consolidated statement of financial position and consolidated statement of cash flows as of and for the years ended December 31, 2015, 2016 and 2017, except for the footnotes included below each table and except as otherwise indicated, have been derived from the audited consolidated financial statements for such periods of the Group, which were audited by Deloitte, S.L. and have been prepared in accordance with IFRS, as of and for the six months ended June 30, 2017 and 2018 as derived from the unaudited condensed interim consolidated financial statements of the Group for the same periods. This summary financial information is not necessarily representative of our results of operations for any future period or our financial condition at any future date. The unaudited pro forma financial information contained in this report has been derived by applying pro forma adjustments to the Group s historical consolidated financial statements included elsewhere in this report. The unaudited pro forma adjustments and the unaudited pro forma financial information set forth below are based upon available information and certain assumptions and estimates that we believe are reasonable and may differ from actual amounts. The pro forma financial information is for informational purposes only and does not purport to present what our results would actually have been had these transactions occurred on the dates presented or to project our results of operations or financial position for any future period or our financial condition at any future date. Certain numerical figures set out in this report, including financial data presented in millions or in thousands, have been subject to rounding adjustments and, as a result, the totals of the data in the report may vary slightly from the actual arithmetic totals of such information. Use of non-ifrs financial measures Certain parts of this report contain non-ifrs measures and ratios, including EBITDA, EBITDA margin, net indebtedness, net secured indebtedness and changes in working capital. We define EBITDA as profit (loss) attributable to shareholders of the Issuer plus non controlling interests plus profit (loss) for the year from discontinued operations net of tax minus corporation tax, gain (loss) on financial investments, net exchange rate differences, financial expenses, change in fair value of financial instruments, financial income, profit (loss) from entities valued through the equity method, variation in the provision for onerous agreements, net losses from asset impairment, depreciation allowance and inventory impairments. We define EBITDA margin as EBITDA divided by net turnover. We define net indebtedness as indebtedness minus cash and cash equivalents. We define net secured indebtedness as secured indebtedness minus cash and cash equivalents. We define RevPAR as the product of the Average Daily Rate for a specific period multiplied by the Occupancy for that period. We define Occupancy as the quotient of the total number of Room Nights sold during a specific period divided by the total number of rooms available for each day during such specific period. We define Average Daily Rate as the quotient of total room revenues for a specified period divided by total Room Nights sold during that period. We define changes in working capital as the sum of the movements in inventories, trade and other receivables, other current assets, trade creditors and other current liabilities and charges as derived from the cash flow statements. 10

13 EBITDA, EBITDA margin, net indebtedness, net secured indebtedness, changes in working capital, ADR, Occupancy and RevPAR are non-ifrs measures. We use these non-ifrs measures as internal measures of performance to benchmark and compare performance, both between our own operations and as against other companies. We use these non-ifrs measures, together with measures of performance under IFRS, to compare the relative performance of operations in planning, budgeting and reviewing the performance of various businesses. We believe these non-ifrs measures are useful and commonly used measures of financial performance in addition to operating profit and other profitability measures, cash flow provided by operating activities and other cash flow measures and other measures of financial position under IFRS because they facilitate operating performance, cash flow and financial position comparisons from period to period, time to time and company to company. By eliminating potential differences between periods or companies caused by factors such as depreciation and amortization methods, financing and capital structures and taxation positions or regimes, we believe these non-ifrs measures can provide a useful additional basis for comparing the current performance of the underlying operations being evaluated. For these reasons, we believe these non-ifrs measures and similar measures are regularly used by the investment community as a means of comparing companies in our industry. Different companies and analysts may calculate EBITDA, EBITDA margin, net indebtedness, net secured indebtedness ADR, Occupancy, RevPAR and changes in working capital differently, so making comparisons among companies on this basis should be done very carefully. EBITDA, EBITDA margin, net indebtedness, net secured indebtedness, ADR, Occupancy, RevPAR and changes in working capital are not measures of performance under IFRS and should not be considered in isolation or construed as a substitute for net operating profit or as an indicator of our cash flow from operations, investing activities or financing activities or as an indicator of financial position in accordance with IFRS. For the calculation of EBITDA, EBITDA margin, net indebtedness, net secured indebtedness ADR, Occupancy, RevPAR and changes in working capital, see Summary financial and other information. Other data In addition to EBITDA, EBITDA margin, net indebtedness, net secured indebtedness and changes in working capital, we have included other operating information in this report, some of which we refer to as key performance indicators, including RevPAR, Occupancy, Room Nights and Average Daily Rate. We believe that it is useful to include this operating information as we use it for internal performance analysis, and the presentation by our business divisions of these measures facilitates comparability with other companies in our industry, although our measures may not be comparable with similar measurements presented by other companies. Such operating information should not be considered in isolation or construed as a substitute for measures in accordance with IFRS. For a description of certain of our key performance indicators, see Management s discussion and analysis of financial condition and results of operations Key factors affecting our financial condition and results of operations Occupancy, Average Daily Rate (ADR) and Revenue per Available Room (RevPAR). We define our geographical segments for purposes of reporting our financial information and our operating data as follows: (1) Spain, which includes Spain, Portugal, France, USA and Andorra; (2) Italy; (3) Central Europe, which includes Austria, Czech Republic, Germany, Hungary, Poland, Slovakia, Switzerland and Romania; (4) Benelux, which includes Belgium, the Netherlands, South Africa, United Kingdom and Luxembourg and (5) America, which includes Argentina, Brazil, Chile, Cuba, Dominican Republic, Haiti, Mexico, Uruguay, Venezuela, Colombia and Ecuador. However, the business units under which we currently operate our hotel business are aligned differently. For purposes of our operating structure, Spain, Portugal, France, USA and Andorra comprise our Spain business unit; Italy is a separate business unit; Belgium, the Netherlands, Luxembourg, South Africa and the United Kingdom comprise our Benelux business unit; Germany, Austria, the Czech Republic, Hungary, Poland, Romania, Slovakia and Switzerland comprise our Central Europe business unit; and Mexico, the Dominican Republic, Venezuela, Argentina, Chile, Colombia, Ecuador, Uruguay, Haiti and Cuba comprise our Americas business unit. Although we do not currently have plans to change our operating structure, we may do so in the future. See Business Principal business activities Hotel operations Operational structure. Market and industry data In this report, we rely on and refer to information regarding our business and the markets in which we operate and compete. Such market and industry data and certain industry forward-looking statements are derived from various industry and other independent sources, where available. In particular, certain information regarding the valuation of the Mortgage Properties and the Share Properties as of December 31, 2017 has been derived from the Duff & Phelps Report produced solely for our use. We have also used data obtained from IHS Inc. and other third party sources, including information regarding the valuation of our properties that are not part of the Collateral as of December 31, The aforementioned third party sources generally state that the information they contain has been obtained from sources believed to be reliable. However, these third party sources also state that the accuracy and completeness of such information is not guaranteed and that the projections they contain are based on significant assumptions. The information 11

14 in this report that has been sourced from third parties has been accurately reproduced and, as far as we are aware and able to ascertain from the information published by such third parties, no facts have been omitted that would render the reproduced information inaccurate or misleading. Notwithstanding the foregoing, such third-party information has not been independently verified, and neither we nor the Initial Purchaser make any representation or warranty as to the accuracy or completeness of such information set forth in this report. In addition, certain information in this report for which no source is given, regarding our market position relative to our competitors in the hotel industry, is not based upon published statistical data or information obtained from independent third parties. Such information and statements reflect our best estimates based upon information obtained from trade and business organizations and associations and other contacts within the industries in which we compete, as well as information published by our competitors. To the extent that no source is given for information contained in this report, or such information is identified as being our belief, that information is based upon the following: (i) in respect of market share, information obtained from trade and business organizations and associations and other contacts within the industries in which we compete and internal analysis of our sales data, and unless otherwise stated, market share is based upon number of rooms in operation; (ii) in respect of industry trends, our senior management team s general business experience, as well as their experience in our industry and the local markets in which we operate; and (iii) in respect of the performance of our operations, our internal analysis of our audited and unaudited financial and other information. As some of the foregoing information was compiled or provided by our management or advisors and is not publicly available, such information accordingly may not be considered to be as independent as that provided by other third-party sources. Trademarks and trade names We own or have rights to certain trademarks or trade names that we use in conjunction with the operation of our businesses. Each trademark, trade name or service mark of any other company appearing in this report belongs to its holder. 12

15 Recent developments Trading Update Based on our preliminary results, consolidated RevPAR for the seven months ended July 31, 2018 is 68.1, representing an increase of 2.3%, compared to 66.6 for the seven months ended July 31, Consolidated Occupancy and ADR for the seven months ended July 31, 2018 is 70.7% and 96.3, respectively, compared to 70.1% and 94.9 for the seven months ended July 31, The increase in consolidated RevPAR is driven by an increase of approximately 1.5% in ADR and an increase of approximately 0.8% in occupancy. The foregoing information is based on estimates and our internal accounts. We caution that the foregoing information has not been audited or reviewed by our independent auditors. The foregoing information should not be regarded as a representation or forecast by us or any other person regarding our results for the period and is not necessarily indicative of the results that may be expected for any other period or for the full year. Changes in shareholders configuration HNA participation in NH Hotel Group On January 19, 2018 and on May 14, 2018 HNA Group Co., Limited ("HNA") as shareholder of NH Hotel Group, S.A., through Tangla Spain, S.L.U., filed a relevant fact to the Spanish Regulator (CNMV) announcing the appointment of JPMorgan and Benedetto, Gartland and Co to review its participation in NH Hotel Group, S.A., comprising the identification of potential buyers of its participation. On June 5, 2018 HNA as shareholder of NH Hotel Group, S.A., through Tangla Spain, S.L.U., filed a relevant fact to the CNMV announcing an agreement with by MHG Continental Holding (Singapore) Pte. Ltd., a wholly owned subsidiary of Minor International Public Company Limited (MINT), for the acquisition by MINT of the entire shareholding of HNA in NH Hotel Group, S.A. According to the various relevant facts filed by HNA and MINT to the CNMV in June and in August 2018, in compliance with these agreement HNA transferred to MINT (i) 65,850,000 shares in NH Hotel Group, S.A. representing 16.79% of its share capital on June 15, 2018.; and (ii) the remaining shareholding of HNA in NH Hotel Group, S.A. comprising 32,937,996 shares representing 8.4% of its share capital on August 21 st, As a result of these transactions, HNA does not currently qualify as significant shareholder of NH Hotel Group, S.A. Oceanwood participation in NH Hotel Group On May 23, 2018, MINT as shareholder of NH Hotel Group, S.A. filed a relevant fact to the CNMV announcing an agreement for the acquisition from Oceanwood Capital Management Limited ( Oceanwood ) of 30,000,000 shares in NH Hotel Group, S.A. representing 8.6% of its share capital in June On June 11, 2018 MINT as shareholder of NH Hotel Group, S.A. filed a relevant fact to the CNMV announcing an agreement for the acquisition from Oceanwood of additional 14,000,000 shares in NH Hotel Group, S.A., representing 3.57% of its share capital in June On July 26, 2018 MINT as shareholder of NH Hotel Group, S.A. filed a relevant fact to the CNMV announcing an agreement for the acquisition from Oceanwood of additional 22,496,064 shares in NH Hotel Group, S.A., representing 5.736% of its share capital in August According to the various relevant facts filed by MINT to the CNMV in June and in August 2018, in compliance with these agreements Oceanwood transferred to MINT (i) 27,000,000 shares in NH Hotel Group, S.A. on June 1 st, 2018; (ii) 3,000,000 shares in NH Hotel Group, S.A. on June 12, 2018; (iii) 14,000,000 shares in NH Hotel Group, S.A. on June 15, 2018; and (iv) 22,496,064 shares in NH Hotel Group, S.A. on August 9, As a result of these transactions, Oceanwood does not currently qualify as significant shareholder of NH Hotel Group, S.A. 13

16 MINT participation in NH Hotel Group Between May and September 2018 MINT has entered into a series of transactions with various shareholders of NH Hotel Group, S.A. for the acquisition of shares in the company (including, without limitation, the transactions entered into with HNA and Oceanwood as described above). As a result of these transactions, as of September 14, 2018, MINT holds 179,772,214 shares in NH Hotel Group, S.A. representing 45.84% of its share capital. Possible change of control Public offer announcement On June 11, 2018 MINT made a prior announcement of a public offer by MHG Continental Holding (Singapore) Pte. Ltd. (the Offeror ), a wholly owned subsidiary of MINT, to acquire 100% of the shares in NH Hotel Group, S.A. at a purchase price of EUR 6.30 per share (post-2017 dividend). According to the prior announcement, the public offer was subject to (i) the granting of the relevant clearance by the Spanish competition authority (Comisión Nacional de los Mercados y la Competencia, CNMC) and the Portuguese competition authority (Autoridade da Concorrência); and (ii) the approval of the General Shareholders Meeting of MINT to be held on August 9, On July 10, 2018 MINT filed a relevant fact to the CNMV announcing the filing by the Offeror of the relevant authorization request in respect of said public offer, which request was admitted for consideration by the CNMV on July 19, On July 20, 2018 MINT filed a relevant fact to the CNMV announcing the granting of the relevant competition clearance by the Spanish competition authority (Comisión Nacional de los Mercados y la Competencia, CNMC) and the Portuguese competition authority (Autoridade da Concorrência) on July 19, 2018, and therefore confirming that thereafter the public offer was only subject to the approval of the General Shareholders Meeting of MINT to be held on August 9, On August 9, 2018 MINT filed a relevant fact to the CNMV announcing the approval of the tender offer by its General Shareholders Meeting and confirming that thereafter the public offer was not subject to any further condition. Impact of change of control As a result of the public offer announced by MINT, a change of control in NH Hotel Group, S.A may possibly occur in the course of the last quarter of In this respect we have identified and analyzed the agreements with third parties entered into by NH Hotel Group, S.A. and its subsidiaries, which include change of control provisions. On the basis of this exercise we do not expect that a possible change of control would trigger any material adverse effect of significant relevance. In addition, in anticipation of such potential change of control we have obtained a waiver from all banks participating in the Senior Secured RCF. Therefore, the Senior Secured RCF remains fully available in the event that change of control would take place. Notice of termination of management agreements On March 7, 2017, we entered into a binding agreement with Hesperia and certain entities of its group (the Hesperia Framework Agreement ) in relation to our Hesperia management agreements with respect to 28 of Hesperia s hotels in Spain for nine years starting from January 1st, Under the terms and conditions of the Hesperia Framework Agreement, Hesperia is entitled to terminate some or all of the management agreements in various scenarios, including, without limitation, a discretionary termination right in relation to the management agreement of the Hesperia Madrid hotel and a termination right upon the occurrence of a change of control in relation to all (but not only part of) the management agreements. The exercise of such termination rights is subject to the payment of a termination fee to us based on the consideration ascribed to each management agreement, plus additional penalties in certain cases, as set forth in the Hesperia Framework Agreement. 14

17 On September 3, 2018 Hesperia sent a termination notice in respect of all the management agreements entered into under the Hesperia Framework Agreement, subject to the occurrence of a change of control as a result of the public offer announced by MINT. In particular, said notification is subject to the occurrence of an Effective Change of Control (as this term is defined in the Hesperia Framework Agreement), which would take place, among other possible cases, with the acquisition by MINT of a stake in the share capital of NH Hotel Group, S.A. equal to or greater than 50.01% of the voting rights in the company. As a consequence of all this, and if the Effective Change of Control occurs, Hesperia will have to pay us, among other possible concepts, the Return of Net Price Amount (as this term is defined in the Hesperia Framework Agreement), which, together with the management fees received, will allow us to make profitable the investment made at that time. At the time of the execution of the management agreements, Hesperia and some of its subsidiaries granted the relevant guarantees and security in respect of the payment obligations arising upon exercise of their termination rights in respect of the management agreements. Such guarantees and security would be enforceable by NH upon the occurrence of an Effective Change of Control in case of payment default by Hesperia. HNA Proceeding The HNA Group filed a claim against NH under the ordinary proceeding 527/2016 followed before the Commercial Court of Madrid no. 3 (the Claim ), pursuant to which the HNA Group seek the annulment of some of the resolutions passed by the ordinary general shareholders meeting held on June 21, 2016 including, among others, the HNA Directors Removal and the New Directors Appointment. The Claim also requested the adoption of interim measures by the Court (the Interim Measures ) consisting of the suspension of the corporate resolutions being challenged. If the Interim Measures were finally granted, the suspension and/or annulment of the challenged resolutions would not affect the position of seven directors out of eleven of the existing board of directors but may result in changes in our current management team and executive officers. Also, if the Claim were to be determined adversely to us, there could be a material adverse effect on our cash flow, financial condition and results of operations. The initial hearing in respect of the Interim Measures took place on September 19, On September 28, 2016, the Commercial Court of Madrid nº3 denied to grant the Interim Measures but, on October 18, 2016, HNA Group filed an appeal seeking the revocation of the ruling and the adoption of the Interim Measures. On December 22, 2016, NH filed an opposition to HNA Group s appeal with respect to the Interim Measures. On 17 December 2017, the Commercial Court of Madrid nº3 issued a final resolution denying the Interim Measures and declaring the termination of the process imposing HNA Group all legal costs. On January 26, 2017, the initial hearing in respect of the Claim took place and the Commercial Court scheduled further hearings for the Claim for June 6 and 8, The hearings took place on those dates. On September 4, 2017 the Commercial Court nº 3 issued the resolution of the Claim dismissing and rejecting the entire Claim of HNA in respect of all the grounds of challenge, stating the validity and enforceability of all the resolutions of the General Shareholders Meeting of June 21, Final resolution of both the Interim Measures and the Claim is pending on HNA decision to appeal or not the resolution dated September 4, On the 4 of October 2017 we were informed from the Court that HNA had filed the appeal before the Court of Appeal in Madrid. On the November 22, NH filed an opposition to HNA Group s appeal. See Risk Factors HNA proceeding. Dividend The General Shareholders Meeting held on June approved the proposed distribution of 2017 profit and dividend payout. It was therefore decided to distribute a dividend of 10 euro cents gross per share in the parent company NH Hotel Group, S.A. The distribution of this dividend complied with all the obligations and covenants contained on the terms of the 2023 Notes Indenture and the terms and conditions governing the Senior Secured RCF and the Senior Unsecured Convertible Bonds. The dividend was paid out on July 27, New York hotel repositioning capex On July 25, 2018 Jolly Hotels USA Inc. and NH Hotel Group signed a five years bullet $50 million loan with Banco Sabadell to fund the repositioning capex of NH s hotel in New York. The facility is unsecured, has the full and unconditional guarantee from NH Hotel Group, S.A. and the drawdown period goes up to two years. The final maturity date of the credit facility falls on July 25, This facility comprises the financial covenants of the Senior Secured Notes due 2023 and Senior Secured RCF. The drawn amount as of the end of August 2018 amounts to $6 million. 15

18 Changes in the corporate structure In the course of July 2018 we have reorganized the shareholding of the Dutch, German and Belgian subsidiaries of NH Italia S.p.A. in order to, among others, align the corporate structure with the functional and business structure and simplify the management of the underlying Dutch, German and Belgian hotels. In particular, NH Italia S.p.A. has transferred (i) its participation in its Dutch subsidiary HEMV Amsterdam BV (the owner of the NH Carlton Amsterdam hotel) to NH The Netherlands BV, the holding company of our Dutch business; (ii) its participation in its German subsidiary Jolly Hotels Deutschland GmbH to NH Deutschland GmbH, the holding company of our German business; and (iii) its participation in its Belgian subsidiary Jolly Hotels Belgio, S.A. to HEM Diegem NV, the holding company of our Belgian business. The shares of NH Italia S.p.A. are part of the Collateral granted in respect of the Senior Secured Notes due 2023 and the Senior Secured RCF, whose value has been adjusted downwards as a result of these transactions. The resulting increase in the loan to value ratio of the Issuer (calculated as the ratio of the aggregate principal amount of debt secured by the Collateral to the value of the Collateral as determined in accordance with the terms of the Indenture and the Senior Secured RCF) remains, however, below the maximum permitted. The Issuer The Issuer is a public limited company (sociedad anónima) incorporated under the laws of Spain and listed on the Madrid, Bilbao, Valencia and Barcelona Stock Exchanges (Bolsas de Valores de Madrid, Bilbao, Valencia y Barcelona) with an authorized share capital of 784,360,486, consisting of 392,180,243 shares as of June 30, All shares have been issued and are fully paid up. The Issuer is registered in the Commercial Registry of Madrid at volume 576 general 176 of section 3 of the companies registry, page 61, sheet M The registered office of the Issuer is located at Calle Santa Engracia 120, Madrid, Spain and its telephone number at that address is (+34)