Tel: +34 91 436 41 90
Fax: +34 91 436 41 91/92
www.bdo.es
Rafael Calvo 18
28010 Madrid
España
BDO Auditores, S.L.P., sociedad limitada española, inscrita en el Registro Oficial de Auditores de Cuentas nº S1.273, es miembro de BDO International
Limited, una compañía limitada por garantía del Reino Unido y forma parte de la red internacional BDO de empresas independientes asociadas.
Registro Mercantil de Barcelona, Tomo 47.820, Sección 8ª Folio 201, Hoja nº B-563.253 (Inscripción 124) CIF: B-82387572
Audit report on the financial statements issued by an independent auditor
Translation of a report originally issued in Spanish based on our work performed in accordance
with generally accepted auditing standards in Spain. In the event of a discrepancy, the Spanish-
language version prevails
To the Shareholders of Saint Croix Holding Immobilier, SOCIMI, S.A.:
Report on the financial statements
Opinion
We have audited the financial statements of Saint Croix Holding Immobilier, SOCIMI, S.A. (the
Company), which comprise the balance sheet at 31 December 2022, the profit and loss
account, the statement of changes in equity, the statement of cash flows and the report for
the financial year ended on that date.
In our opinion, the accompanying financial statements give, in all material respects, a true and
fair view of the Company's equity and financial position as at 31 December 2022, as well as its
results and cash flows for the financial year ending on said date, in accordance with the
application of the regulatory framework of financial information (identified in note 3 of the
report) and, in particular, with the accounting principles and criteria contained therein.
Basis for opinion
We have performed our audit in accordance with the current regulations governing the auditing
of accounts in Spain. Our responsibilities in accordance with these regulations are described
later in the section Auditor's Responsibilities relating to the audit of the financial statements
of our report.
We are independent of the Company in accordance with the ethical requirements, including
those of independence, which are applicable to our audit of the financial statements in Spain
as required by the regulations governing the activity of auditing accounts. Accordingly, we have
not provided services other than those of the audit of accounts nor have concurred situations or
circumstances that, in accordance with the provisions of the aforementioned governing
regulations, have compromised the necessary independence.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our audit opinion.
Key audit matters
The key audit matters are matters that, in our professional judgment, were of most
significance in our audit of the financial statements of the current period. Our audit procedures
relating to these matters were designed in the context of our audit of the financial statements
as a whole, and in the formation of our opinion on these and we do not express a separate
opinion on those matters.
Tel: +34 91 436 41 90
Fax: +34 91 436 41 91/92
www.bdo.es
Rafael Calvo 18
28010 Madrid
España
BDO Auditores, S.L.P., sociedad limitada española, inscrita en el Registro Oficial de Auditores de Cuentas nº S1.273, es miembro de BDO International
Limited, una compañía limitada por garantía del Reino Unido y forma parte de la red internacional BDO de empresas independientes asociadas.
Registro Mercantil de Barcelona, Tomo 47.820, Sección 8ª Folio 201, Hoja nº B-563.253 (Inscripción 124) CIF: B-82387572
Key Audit matters
Audit response
Valuation of property investments at
financial year-end
The heading "Property Investments" in
the attached balance sheet includes
the carrying values at 31 December
2022 of the land and buildings owned
by the Company in accordance with the
detail shown in note 7 of the annual
report.
Notes 5.2 and 5.3 of the report
describe the valuation criteria for these
assets at financial year-end. For the
application of these criteria, the
Company's management has relied on
valuations performed by an
independent expert, which include
important elements of judgment, in
particular with regard to updated
market values and discounted income.
The analysis of the reasonableness of
the recoverable value of these assets as
at 31 December 2022 has been
considered the key audit matter.
We have performed, amongst others, the
following audit procedures:
- Understanding and analysis of the policies
and procedures followed by the Company's
management for the valuation of property
investments at financial year-end.
- Obtaining the valuation report at financial
year-end 2022 for the property investments
owned by the Company, prepared by an
independent expert.
- Evaluation of the competence and
independence of the external valuator, as
well as the reasonableness of the valuation
methodologies and the assumptions used,
involving valuation experts in the
engagement team to help with said
analysis.
- Analysis of the reasonableness of the
calculations made by the Company's
management to determine, where
appropriate, the impairment losses as at 31
December 2022, based on the
aforementioned valuation report.
- Evaluation of the suitability and adequacy
of the information included by the
Company's management in the annual
report in relation to the valuation of these
assets.
Tel: +34 91 436 41 90
Fax: +34 91 436 41 91/92
www.bdo.es
Rafael Calvo 18
28010 Madrid
España
BDO Auditores, S.L.P., sociedad limitada española, inscrita en el Registro Oficial de Auditores de Cuentas nº S1.273, es miembro de BDO International
Limited, una compañía limitada por garantía del Reino Unido y forma parte de la red internacional BDO de empresas independientes asociadas.
Registro Mercantil de Barcelona, Tomo 47.820, Sección 8ª Folio 201, Hoja nº B-563.253 (Inscripción 124) CIF: B-82387572
Other information: Management report
The other information comprises exclusively the management report for financial year 2022,
the formulation of which is the responsibility of the Company’s management and does not form
an integral part of the financial statements.
Our audit opinion on the financial statements does not cover the management report. Our
responsibility regarding the information contained in the management report is defined in the
regulation governing financial statement audit work, which establishes two distinct levels of
responsibility:
a) Checking solely that certain information included in the Annual Corporate Governance
Report and Annual Report on Remuneration of Directors, referred to Audit Act, has been
provided in accordance with applicable regulations and, if not, report that fact. In this
regard, the Annual Corporate Governance Report and Annual Report on Remuneration of
Directors have been included by reference in the management report.
b) Evaluate and report on concordance of the rest of the information included in the
management report and the financial statements, based on the knowledge of the Company
obtained during the audit of the aforementioned financial statements, as well as evaluate
and report on whether the content and presentation of the management report are in
accordance with applicable regulations. If, based on the work we have performed, we
conclude that material misstatements exist, we are required to report that fact.
Based on the work performed, as described in the previous paragraph, we have verified that
the information contained in section a) above is provided in accordance with applicable
regulations and the rest of the information contained in the management report agrees with
that in the financial statements for financial year 2022 and its content and presentation is in
accordance with the applicable regulations.
The responsibility of the management and the audit committee in respect of the financial
statements
The management are responsible for formulating the accompanying financial statements, so
that they give a true image of the assets, the financial situation and the results of the
Company, in accordance with the regulatory framework on financial information applicable to
the Entity in Spain, and of the internal control that they consider necessary to allow the
preparation of the financial statements free of material misstatement, due to fraud or error.
In the preparation of the financial statements, the management are responsible for assessing
the Company's ability to continue as a going concern, revealing, as appropriate, the matters
related with a company in operation and using the accounting principle of a going concern
except if the management intend to liquidate the Company or cease operations, or if there is
no other realistic alternative.
The audit committee is responsible for supervising the process of preparing and presenting the
financial statements.
Tel: +34 91 436 41 90
Fax: +34 91 436 41 91/92
www.bdo.es
Rafael Calvo 18
28010 Madrid
España
BDO Auditores, S.L.P., sociedad limitada española, inscrita en el Registro Oficial de Auditores de Cuentas nº S1.273, es miembro de BDO International
Limited, una compañía limitada por garantía del Reino Unido y forma parte de la red internacional BDO de empresas independientes asociadas.
Registro Mercantil de Barcelona, Tomo 47.820, Sección 8ª Folio 201, Hoja nº B-563.253 (Inscripción 124) CIF: B-82387572
The auditor’s responsibility for the audit of the financial statements
Our objectives are to obtain reasonable assurance that the financial statements as a whole are
free from material misstatement, due to fraud or error, and to issue an audit report that
contains our opinion.
Reasonable assurance is a high degree of assurance, but is not a guarantee that an audit
conducted in accordance with the regulations governing the audit activity in force in Spain will
always detect a material misstatement when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of these financial
statements.
As part of an audit in accordance with the current regulations governing the account auditing
activity in Spain, we exercise professional judgment and maintain an attitude of professional
skepticism throughout the audit. Also:
We identify and assess the risks of material misstatement in the financial statements, due
to fraud or error, design and perform audit procedures to respond to those risks and obtain
audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk
of not detecting a material misstatement resulting from fraud is higher than one resulting
from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or circumvention of internal control.
We obtain knowledge of the internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the Entity’s internal control.
We evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and disclosures made by management.
We conclude whether the use, by management
2
, of the accounting principle of the company
as a going concern is adequate and, based on the audit evidence obtained, we conclude on
whether or not there is a material uncertainty related to events or conditions that can
generate significant doubts about the ability of the Company to continue as a going
concern. If we conclude that there is material uncertainty, we are required to draw
attention in our audit report to the corresponding information disclosed in the financial
statements or, if such disclosures are not adequate, we express a modified opinion. Our
conclusions are based on the audit evidence obtained at the date of our audit report.
However, future events or conditions may cause the Company to cease to be a going
concern.
We evaluate the overall presentation, structure and content of the financial statements,
including the disclosures and whether the financial statements represent the underlying
transactions and events in a manner that achieves fair presentation.
Tel: +34 91 436 41 90
Fax: +34 91 436 41 91/92
www.bdo.es
Rafael Calvo 18
28010 Madrid
España
BDO Auditores, S.L.P., sociedad limitada española, inscrita en el Registro Oficial de Auditores de Cuentas nº S1.273, es miembro de BDO International
Limited, una compañía limitada por garantía del Reino Unido y forma parte de la red internacional BDO de empresas independientes asociadas.
Registro Mercantil de Barcelona, Tomo 47.820, Sección 8ª Folio 201, Hoja nº B-563.253 (Inscripción 124) CIF: B-82387572
We are required to communicate with the Entity's audit committee regarding, amongst other
matters, the planned scope and timing of the audit and significant findings, including any
significant deficiencies in internal control that we identify during the course of the audit.
We are also required to provide the Entity's audit committee with a statement that we have
complied with the relevant ethical requirements, including those of independence, and to
communicate with them all relationships and other matters that may reasonably be thought to
bear on our independence, and where applicable, related safeguards.
Amongst the matters that have been communicated to the Entity's audit committee, we
determine those that have been of the greatest significance in the audit of the financial
statements of the current period and that are, consequently, the key matters of the audit.
We describe those matters in our audit report unless legal or regulatory provisions prohibit
public disclosure of the matter.
Report on other legal and regulatory requirements
Additional report for the audit committee
The opinion expressed in this report is consistent with what was stated in our additional report
for the Company’s audit committee dated 3 March 2023.
Contract period
The Ordinary General Shareholders’ Meeting held on 30 June 2020 appointed us as auditors for
a period of 3 years, commencing from financial year ended on 31 December 2020.
BDO Auditores, S.L.P. (ROAC S1273) (ROAC - Official Registry of Account Auditors)
Francisco J. Giménez Soler (ROAC 21.667)
3 March 2023
0
SAINT CROIX HOLDING IMMOBILIER,
SOCIMI, S.A.
Financial Statements
for the year ended on
31 December 2022
and Management Report
1
Table of Contents
Annual Report ____________________________________________________________________________ 2
1. Company's activity _________________________________________________________________ 8
2. Applicable law ____________________________________________________________________ 10
3. Basis for presenting the financial statements __________________________________________ 12
4. Profit distribution __________________________________________________________________ 14
5. Accounting principles and accounting and measurement rules __________________________ 14
6. Property, plant and equipment ______________________________________________________ 20
7. Property investment _______________________________________________________________ 21
8. Operating leases __________________________________________________________________ 27
9. Other financial assets and investments in related companies ____________________________ 27
10. Trade and other accounts receivable ________________________________________________ 29
11. Cash and cash equivalents _________________________________________________________ 30
12. Information on the nature of financial instruments and their level of risk ___________________ 30
13. Total equity and shareholders' equity ________________________________________________ 31
14. Current and non-current liabilities ___________________________________________________ 34
15. Hedge instruments ________________________________________________________________ 37
16. Disclosure on supplier payment deferrals _____________________________________________ 37
17. Guarantees undertaken with third parties _____________________________________________ 38
18. Public administrations and tax situation _______________________________________________ 39
19. Income and expenses _____________________________________________________________ 43
20. Related-party transactions and balances ______________________________________________ 44
21. Remuneration for the Board of Directors and Senior Management ________________________ 46
22. Information on conflicts of interest among the Directors _________________________________ 46
23. Other information _________________________________________________________________ 46
24. Environmental information __________________________________________________________ 47
25. Segmented reporting ______________________________________________________________ 48
26. International Financial Reporting Standards ___________________________________________ 49
27. Subsequent disclosures ____________________________________________________________ 50
Annex 1. Reporting requirements as a REIT __________________________________________________ 51
Management Report _____________________________________________________________________ 55
1. Explanation of figures at 31 December 2022 __________________________________________ 56
2. Valuation of real estate assets _______________________________________________________ 60
3. Segmented reporting ______________________________________________________________ 61
4. Property Investment _______________________________________________________________ 63
5. Disclosure on supplier payment deferrals _____________________________________________ 63
6. Earnings per share ________________________________________________________________ 64
7. Acquisition of treasury shares _______________________________________________________ 64
8. Research and development activities ________________________________________________ 64
9. Main risks to the Company _________________________________________________________ 64
10. Outlook for 2023 __________________________________________________________________ 65
11. Information on conflicts of interest among the Directors _________________________________ 66
12. Subsequent disclosures ____________________________________________________________ 66
13. Annual Corporate Governance Report and Annual Report on Directors' Remuneration ______ 67
Directors' Responsibility Statement _________________________________________________________ 68
Diligence in Drawing Up the Financial Statements ____________________________________________ 69
2
Annual Report
2022
3
SAINT CROIX HOLDING IMMOBILIER, SOCIMI, S.A.
BALANCE SHEET AT 31 December 2022
(euros)
Notes to the
Financial year
Financial year
Notes to the
Financial year
Financial year
ASSETS
Financial Statements
2022
2021
EQUITY AND LIABILITIES
Financial Statements
2022
2021
NONCURRENT ASSETS
441,679,127
399,535,635
EQUITY
13
312,056,267
312,408,821
OWN FUNDS
Intangible fixed assets
35
205
Computer software
35
205
Capital
267,577,040
267,577,040
Property, plant and equipment
6
149,473
1,152
Authorised capital
267,577,040
267,577,040
Plant and other tangible fixed assets
149,473
1,152
Reserves
28,981,526
22,304,878
Property investment
7
438,508,778
396,957,408
Legal and statutory
10,028,140
7,845,663
Net property investments
438,508,778
396,957,408
Other reserves
18,953,386
14,459,215
Long-term financial investments
9
3,020,841
2,576,870
Profit (Loss) for the year
4
14,254,857
21,824,771
Derivatives
9 and 15
314,055
-
Adjustments for changes in value
314,055
-283,008
Other financial assets
2,706,786
2,576,870
Hedging operations
13
314,055
-283,008
Subsidies, donations and bequests
928,789
985,140
Subsidies, donations and bequests
928,789
985,140
NON-CURRENT LIABILITIES
108,699,071
84,940,968
Non-current payables
14
108,699,071
84,940,968
Bank borrowings
104,798,848
80,987,013
Derivatives
9 and 15
-
283,008
CURRENT ASSETS
23,305,342
18,343,748
Other financial liabilities
3,900,223
3,670,947
Inventories
-
9,718
Advance payments to suppliers
-
9,718
CURRENT LIABILITIES
44,229,131
20,529,594
Trade and other accounts receivable
10
4,205,675
3,635,610
Current payables
14
35,514,865
17,969,976
Accounts receivable for sales and services
4,174,532
3,607,767
Bonds and debentures
-
2,026,165
Trade and other accounts receivable
-
20,017
Bank borrowings
35,026,383
15,343,959
Staff
944
480
Other financial liabilities
488,482
599,852
Current tax assets
18.1
20,362
7,346
Current payables with Group and associate companies
9 and 20.2
3,461,920
38,400
Other credits with Public Administrations
18.2
9,837
-
Trade creditors and other accounts payable
5,252,346
2,521,218
Short-term investments in Group and associate companies
9 and 20.2
-
-
Suppliers
2,776,442
755,682
Shortterm financial investments
9
17,274,445
13,566,607
Sundry creditors
2,072,210
979,640
Short-term equity instruments
16,478,110
13,399,701
Other payables with Public Administrations
18.1
396,594
782,896
Other financial assets
796,335
166,906
Advance payments from customers
7,100
3,000
Cash and cash equivalents
11
1,825,221
1,131,813
Cash and bank
1,825,221
1,131,813
TOTAL ASSETS
464,984,469
417,879,383
TOTAL EQUITY AND LIABILITIES
464. 984,469
417,879,383
Notes 1 to 27 to the attached financial statements attached hereto form an integral part of the balance sheet at 31 December 2022
4
SAINT CROIX HOLDING IMMOBILIER, SOCIMI, S.A.
PROFIT AND LOSS ACCOUNT FOR 2022
(euros)
Notes to the
Financial year
Financial year
Financial Statements
2022
2021
CONTINUED OPERATIONS
Revenues
19.1
30,644,323
24,081,817
Rental of properties
30,644,323
24,081,817
Other operating income
19.1
63,007
38,396
Non-core and other current management income
63,007
38,396
Staff costs
19.2
-486,103
-463,550
Wages, salaries and similar outgoings
-358,311
-340,467
National insurance contributions
-127,792
-123,083
Other operating expenses
-5,299,973
-4,389,802
Charges for external services
19.3
-3,010,801
-2,381,557
Taxes and similar levies
19.3
-2,289,343
-2,014,701
Losses, impairment and changes in provisions for trade transactions
10
171
6,456
Fixed asset depreciation
6 and 7
-5,986,123
-5,690,608
Charging of non-financial fixed asset subsidies and others
13 and 19.1
56,351
56,351
Impairment and gain (loss) on fixed asset-write offs and disposals
7
-128,172
9,137,021
Impairment and losses
-478,996
-385,598
Gains (losses) on disposals and others
350,824
9,522,619
Other gains (losses)
-20,765
24,853
Exceptional income and expenses
-20,765
24,853
OPERATING PROFIT (LOSS)
18,842,545
22,794,478
Financial income
402,994
461,985
From transferable securities and other financial instruments
402,994
461,985
- In Group and associate companies
20.1
-
38,663
- In equity instruments
9
377,351
345,905
In third parties
25,643
77,417
Financial expenses
14
-2,073,585
-1,772,748
From Group and associate companies
20.1
-159,405
From payables with third parties
-1,914,180
-1,772,748
Variation in the fair value of financial instruments
9
-2,917,097
341,056
Gains (losses) on the trading portfolio
-2,917,097
341,056
FINANCIAL PROFIT (LOSS)
-4,587,688
-969,707
PROFIT (LOSS) BEFORE TAX
14,254,857
21,824,771
Income tax
18
-
-
PROFIT (LOSS) FOR THE YEAR
4
14,254,857
21,824,771
Notes 1 to 27 to the financial statements attached hereto form an integral part of the profit and loss account for 2022.
5
SAINT CROIX HOLDING IMMOBILIER, SOCIMI, S.A.
STATEMENT OF CHANGES IN EQUITY FOR 2022
A) STATEMENTS OF RECOGNISED INCOME AND EXPENSE
(euros)
Notes to the
Financial year
Financial year
Financial Statements
2022
2021
RESULT OF THE PROFIT AND LOSS ACCOUNT (I)
4
14,254,857
21,824,771
Income and expenses recognised directly in equity
- For cash flow hedges
13
597,063
182,003
TOTAL INCOME AND EXPENSE RECOGNISED DIRECTLY IN EQUITY (II)
597,063
182,003
Transfers to profit and loss account
- Subsidies, donations and bequests
13
-56,351
-56,351
- For cash flow hedges
13
-
-24,200
TOTAL TRANSFERS TO PROFIT AND LOSS ACCOUNT (III)
-56,351
-80,551
TOTAL RECOGNISED INCOME AND EXPENSE (I+II+III)
14,795,569
21,926,223
Notes 1 to 27 to the financial statements attached hereto form an integral part of the statement of recognised income and expense corresponding to 2022
6
SAINT CROIX HOLDING IMMOBILIER, SOCIMI, S.A.
STATEMENT OF CHANGES IN EQUITY FOR 2022
B) STATEMENTS OF CHANGES IN TOTAL EQUITY
(euros)
Subsidies,
Adjustments for
Legal
Other
Profit/(loss)
Interim
donations
changes
Capital
reserve
reserves
financial year
dividend
and bequests
of value
(Note 12)
(Note 12)
(Note 12)
(Note 12)
(Notes 4 and 12)
(Note 12)
(Note 14)
Total
CLOSING BALANCE FOR 2020
267,577,040
6,901,253
14,459,215
9,444,108
-7,000,000
1,041,491
-440,811
291,982,296
Total recognised income and expenses
-
-
-
21,824,772
-
-56,351
157,803
21,926,223
Other variations in equity
-
944,410
-
-9,444,108
7,000,000
-
-
-1,499,698
- Distribution of profit in 2020
-
944,410
-
-944,410
-
-
-
-
- Distribution of dividends
-
-
-
-8,499,698
7,000,000
-
-
-1,499,698
CLOSING BALANCE FOR 2021
267,577,040
7,845,663
14,459,215
21,824,771
-
985,140
-283,008
312,408,821
Total recognised income and expenses
-
-
-
14,254,857
-
-56,351
597,063
14,795,569
Other variations in equity
-
2,182,477
4,494,171
-21,824,771
-
-
-
-15,148,123
- Distribution of profit in 2021
-
2,182,477
4,494,171
-6,676,648
-
-
-
-
- Distribution of dividends
-
-
-
-15,148,123
-
-
-
-15,148,123
CLOSING BALANCE FOR 2022
267,577,040
10,028,140
18,953,386
14,254,857
-
928,789
314,055
312,056,267
Notes 1 to 27 to the attached financial statements attached hereto form an integral part of the statement of changes in equity for 2022
7
SAINT CROIX HOLDING IMMOBILIER, SOCIMI, S.A.
CASH FLOW STATEMENT FOR 2022
(euros)
Notes
Financial year
Financial year
Financial Statements
2022
2021
A) CASH FLOWS FROM OPERATING ACTIVITIES
24,956,628
18,902,831
1. Profit (loss) before tax for the year
14,254,857
21,824,771
2. Adjustment to income:
10,645,802
-2,539,513
a) Amortisation of fixed assets (+)
6 and 7
5,986,123
5,690,608
b) Valuation corrections due to impairment (+/-)
7
478,995
385,598
c) Variation in provisions (+/-)
10
171
-6,456
d) Allocation of subsidies (-)
13
-56,351
-56,351
e) Income from elimination and sales of fixed assets (+/-)
7
-350,824
-9,522,619
g) Financial income (-)
9
-402,994
-461,985
h) Financial expenses (+)
14
2,073,585
1,772,748
j) Variation in fair value of financial instruments (+/-)
9
2,917,097
-341,056
3. Changes in current capital:
1,531,127
946,108
a) Inventories (+/-)
-445,130
-9,718
b) Trade and other receivables (+/-)
10
-557,220
-1,565,744
c) Other current assets (+/-)
10
-315,555
4,385,201
d) Creditors and other accounts payable (+/-)
3,113,328
626
e) Other current liabilities (+/-)
-493,572
-926,046
f) Other non-current assets and liabilities (+/-)
229,276
-938,211
4. Other cash flows from operating activities:
-1,475,158
-1,328,535
a) Payments of interests (-)
14
-1,865,136
-1,918,717
b) Dividends receivable (+)
9
377,351
345,905
c) Collection of interests (+)
9
25,643
116,080
d) Receipt (payment) of income tax (+/-)
18.1
-13,016
128,197
B) CASH FLOWS FROM INVESTMENT ACTIVITIES
-54,113,819
-19,816,983
6. Investment payments (-):
-58,519,820
-45,185,349
c) Property, plant and equipment
6
-151,353
-958
d) Property investments
7
-52,068,463
-44,987,300
e) Other financial assets
9
-304,498
-197,091
f) Non-current assets kept for sale
9
-5,995,506
-
7. Proceeds from divestments (+):
4,406,001
25,368,366
a) Group and associated companies
9 and 20.2
-
2,450,366
d) Property investments
7
4,406,001
22,918,000
C) CASH FLOWS FROM FINANCING ACTIVITIES
29,850,599
-316,309
10. Receivables and payables from financial liability instruments
44,998,722
1,183,389
a) Issue:
46,998,722
32,891,230
2. Bank borrowings (+)
14
43,575,202
32,852,830
3. Payables with group companies and associated companies (+)
9 and 20.2
3,423,520
38,400
b) Return and amortisation of:
-2,000,000
-31,707,841
1. Bonds and other marketable securities (-)
14
-2,000,000
-8,000,000
2. Bank borrowings (-)
14
-
-23,707,841
11. Dividend payments
-15,148,123
-1,499,698
a) Dividends (-)
4
-15,148,123
-1,499,698
D) EFFECT OF CHANGES IN INTEREST RATES
-
-
E) NET INCREASE/DECREASE IN CASH AND EQUIVALENTS
693,408
-1,230,461
Cash or equivalent at start of year.
11
1,131,813
2,362,274
Cash or equivalent at end of year.
11
1,825,221
1,131,813
Note 1 to 27 to the accompanying half-year financial statements form an integrated part of the statement of cash flows for the six-
month period ending 31 December 2022
8
SAINT CROIX HOLDING IMMOBILIER, SOCIMI, S.A.
Notes to the Financial Statements
for the Year Ending
31/12/2022
1. Company's activity
SAINT CROIX HOLDING IMMOBILIER, SOCIMI, S.A. (hereinafter the “Company”), was incorporated in
Luxembourg on 1 December 2011. Its registered office was located at Boulevard Prince Henri 9b, L-1724
Luxembourg, Grand Duchy of Luxembourg and the company was duly registered in the Luxembourg
Companies Registry (Register de Commerce et des Sociétés) with the number B165103. On 10 June 2014,
the Extraordinary General Meeting approved, among others, the relocation of the registered, tax and
administrative office (headquarters) to Glorieta de Cuatro Caminos 6 and 7 in Madrid, without winding up or
liquidating the company, and to continue performing the activities included under its corporate purpose in
Spain as a Spanish public limited company (sociedad anónima) and more specifically under the legal and
tax framework for listed real estate investment trusts (REITs), while maintaining the listing of all its shares on
the Luxembourg Stock Exchange.
After having finalised the process of transferring the headquarters to Madrid, Spain, the Company was duly
registered in the Madrid Companies Registry on 15 October 2014.
Its corporate purpose includes but is not limited to the following activities:
- The acquisition and development of urban real estate for leasing. Development activities include
the refurbishment of buildings under the terms set forth in Act 37/1992 of 28 December on Value
Added Tax.
- The holding of interests in the capital of other listed real estate investment trusts (hereinafter
“REITs”) or in the capital of other entities not domiciled in Spanish territory which have the same
corporate purpose as REITs and which are subject to a similar scheme as the one laid down for
REITs with regard to mandatory, legal or statutory policies on the distribution of profits.
- The holding of interests in the capital of other entities, whether or not they are domiciled in Spanish
territory, which have as their main corporate purpose the acquisition of urban real estate assets for
leasing and which are subject to the same scheme as that established for listed real estate
investment trusts (REITs) concerning mandatory, legal or statutory policies on the distribution of
profits and which meet the investment requirements laid down by Law 11/2009 of 26 October
governing Listed Real Estate Investment Trusts (hereinafter the “REIT Act”).
- The holding of shares or interests in collective real estate investment institutions governed by Act
35/2003 of 4 November on Collective Investment Institutions.
- The performance of other non-core or complementary financial and non-financial activities that
generate revenues which together amount to less than the percentage the REIT Act sets forth at
any time for the company's revenue in each tax period.
Given the nature of the activities that the Company currently performs, it has no environmental liabilities,
costs, assets, provisions or contingencies which might be significant in relation to its assets, financial situation
or results. As a result, no specific breakdowns of information on environmental matters have been included
in these notes to the financial statements.
Mergers
- Merger in 2016
In 2016, a reorganisation process was carried out to optimise and simplify the corporate structure of the
9
group headed by Saint Croix Holding Immobilier, SOCIMI, S.A. through a merger process whereby the
Company absorbed the subsidiaries, Compañía Ibérica de Bienes Raíces 2009, SOCIMI, S.A.U. and
Inveretiro, SOCIMI, S.A.U, agreed at the Extraordinary and Universal General Shareholders' Meetings of the
Acquired Companies held on 19 May 2016 and at the Extraordinary General Shareholders' Meeting of the
Acquiring Company held on 19 May 2016. Said merger was undertaken for accounting purposes on 1
January 2016 by means of the winding up without liquidation of the Absorbed Companies and the provision
of all equity to the Absorbing Company. The merger agreement was made public through the Merger by
Absorption deed granted on 1 July 2016 and entered in the Madrid Companies Registry on 27 July 2016.
From that moment on, the Absorbing Company no longer formed a Consolidated Group.
As a result of the aforementioned operation, merger reserves of 14,154,738 euros arose on account of the
difference between the individual book values and the book values incorporated as part of the merger.
The merger was undertaken under the special system of mergers, divisions, transfers of assets and
exchanges of securities provided for under Chapter VIII of Law 27/2014, of 27 November on the Corporation
Tax Law.
- Merger in 2018
On 1 March 2018, the Company acquired 100% of the shares of Bensell Mirasierra S.L.U. for 17,623,669
euros. The only real estate asset of this company was an office building located at calle Valle de la Fuenfría
3 in Madrid, with a gross leasable area of 5,987 m2 . The transaction described above generated goodwill
attributable to its assets amounting to 5,506,170 euros, which was recognised as an increase in the cost of
the property (separately between land and construction) and which will be depreciated (the portion
attributable to construction) over the estimated useful life of the property.
An Extraordinary General Shareholders’ Meeting of the Company held on 28 June 2018 approved, among
others, the following resolutions:
- Merger by the Company (absorbing company) of its subsidiary, Bensell Mirasierra S.L.U. in
accordance with the merger project recorded in the Mercantile Registry of Madrid on 16 May 2018.
- On 21 September 2018, the Company signed the deed to merge with its subsidiary. The merger
agreement was registered in the Mercantile Registry of Madrid on 16 November 2018.
The merger was undertaken under the special system of mergers, divisions, transfers of assets and
exchanges of securities provided for under Chapter VIII of Law 27/2014, of 27 November on the Corporation
Tax Law.
Alternative Fixed Income Market
- 2015 Fixed Income Securities Issuance Programme
On 30 September 2015, the Company filed the base informative document regarding the incorporation of
mid- and long-term securities regarding a “2015 Fixed Income Securities Issuance Programme” on the
Alternative Fixed Income Market (“MARF”). The Base Document was published on the website of the
Alternative Fixed Income Market, as well as on the Company's website. For the purposes of registering said
bond programme, the Company was awarded a credit rating of BBB, stable (investment grade) by Axesor.
The programme had a duration of 1 year. The funds obtained from the issue were to be used for investment
in real estate assets and renovation of the assets in the portfolio.
The main features of the aforementioned programme can be summarised as follows:
- Maximum issue amount: 80,000,000 euros
- Repayment period: Between 2 and 7 years
- Coupon: Annual
10
- Nominal unit value 100,000 euros
- Aimed at: accredited investors
In 2016, two sets of Fixed Income securities were issued by the Company as part of the aforementioned
programme for the combined total of 10,000,000 euros, the main characteristics of which were as follows:
2021 Uncovered Bonds
2022 Uncovered Bonds
Nominal amount
8,000,000
2,000,000
Issue date
23/06/2016
23/06/2016
Maturity date
23/06/2021
23/06/2022
Annual coupon
2.50%
2.50%
Coupon payment
Annual
Annual
APR of the issuer
2.72%
2.77%
Average APR of both issues for the issuer was 2.73% per annum. The two sets of securities issued have
been traded on the Alternative Fixed Income Market “MARF” since 24 June 2016 (see Note 14).
As can be seen from the table above, at 31 December 2022 there is no outstanding debt balance after the
redemption and payment of the corresponding coupon on 23 June 2022.
2. Applicable law
The Company is governed by Law 11/2009 of 26 October governing Listed Real Estate Investment Trusts,
as amended by Law 16/2012 of 27 December. Article 3 of said Law, as amended by the new Law, sets forth
the investment requirements for this kind of companies, which are as follows:
1. REITs shall have at least 80 per cent of the value of their urban real estate assets allocated to leasing
and to land for real estate development which are to be allocated to such purpose, provided that
development is initiated within three years following its acquisition.
The asset value shall be determined according to the yearly average of the separate quarterly
balances and, in order to calculate such value, the Company may opt to replace the book value of
the elements comprising said balances with their market value, which would then be applied to the
entire year's balances. In this case, the money or credit rights from the transfer of this real estate or
equity interests made in the same year or in previous years shall not be included in the calculation,
as applicable, provided that, in the case of the latter, the reinvestment period established in Article
6 of this Act has not elapsed.
2. Likewise, at least 80% of the tax period income corresponding to each financial year, excluding
income from the transfer of holdings and of real estate both destined to fulfilling their main corporate
purpose, must come from the leasing of real estate and from dividends or interests in the profits
from such interests once the maintenance period referred to in the following paragraph has elapsed.
Said percentage shall be calculated on the basis of the consolidated profit (loss) should the
company be the parent company of a group as per the criteria set forth in Article 42 of the Code of
Commerce, irrespective of its domicile and of the obligation to draw up consolidated annual
accounts. Such group shall solely be comprised of REITs and the rest of the entities referred to in
paragraph 1, Article 2 of this Act.
3. The real estate constituting the company's assets must be leased for at least three years. For
calculation purposes, the time the real estate assets have been offered for lease shall be counted,
up to a maximum of one year.
The term shall be calculated:
a) From the start date of the first tax period in which the special tax regime set forth in this Law
11
applies, in the case of real estate included in the company's assets prior to joining the scheme,
as long as that on said date the asset was leased or offered for lease. Otherwise, the provisions
set forth in the following point shall apply.
b) From the date on which they were leased or offered for lease for the first time, in the case of
real estate assets subsequently developed or acquired by the company.
In the case of shares or interests in the entities referred to in paragraph 1, Article 2 of this Law, they must be
maintained in the company's assets for at least three years from the date of acquisition or, as appropriate,
from the start of the first tax period in which the special tax regime set forth in this Law applies.
As set forth by the First Transitional Provision of Law 11/2009 of 26 October governing Listed Real Estate
Investment Trusts, as amended by Law 16/2012 of 27 December, such companies may opt to apply the
special tax regime under the terms set forth in Article 8 of said Law, even where the requirements laid down
therein have not been fulfilled, provided such requirements are met within two years of the option date on
which the company chooses to apply the scheme.
The failure to comply with this condition shall mean that the Company will once again be taxed as per the
general tax scheme for Corporation Tax, as from the tax period when the failure to comply comes about,
except where it is corrected in the following year. Furthermore, along with the tax liability for such tax period,
the Company shall be obliged to pay the difference between the tax liability for the tax resulting from the
application of the general scheme and the tax liability effectively paid resulting from applying the special tax
regime in prior tax periods, without prejudice to any late payment interest, surcharges and penalties which
may, as appropriate, apply.
In addition to the above, the amendment of Law 11/2009 of 26 October by Law 16/2012 of 27 December
2012 established the following specific changes:
a) More flexible criteria for the inclusion and maintenance of real estate assets: there is no lower limit
on the number of real estate assets to be contributed at the REIT's incorporation, except for housing
units, of which at least eight must be contributed. Real estate assets no longer have to remain on
the company's balance sheet for seven years but only for at least three years.
b) Reduction in capital requirements and freedom to leverage: the minimum capital required was
reduced from 15 to 5 million euros, eliminating the restriction on the property investment vehicle's
maximum borrowing.
c) Reduction in dividend distribution: until the Law came into force, 90% of the profits had to be
distributed. This mandatory figure was reduced to 80% as from 1 January 2013.
The Corporation Tax levy for REITs is set at 0%. Nonetheless, where the dividends a REIT distributes to its
members holding an interest exceeding 5% are exempt or taxed at a levy below 10%, the REIT will be subject
to a special levy of 19%, which shall be deemed as the Corporation Tax liability on the amount of the
dividends distributed to such members. If applicable, this special levy shall have to be paid by the REIT within
two months from the date the dividends are distributed.
At year-end, the Company's directors consider that it meets all the requirements established by the
aforementioned law.
Law 11/2021, of 9 July and Order HFP/1430/2021, of 20 December
Law 11/2021, of 9 July, on measures for preventing and combating tax fraud, transposing Directive (EU)
2016/1164, of the Council, of 12 July 2016, establishing rules against tax evasion with a direct impact on the
domestic market, amending several tax and gaming regulation standards, amending Law 11/2009, of 26
October, establishing a special levy on undistributed profits from income not taxed at the general corporation
tax rate and that are not within the legal reinvestment period, adapting the information supply obligations to
12
the new taxation system.
In this regard, and effective for the tax periods starting 1 January 2021, it amends Article 9 of Law 11/2009,
of 26 October, on the special tax regime for companies in relation to corporation tax. The new Article 9(4)
establishes that Real Estate Investment Trusts shall be subject to a special levy on profits obtained during
the year that are not distributed, applicable to the part generated on income not taxed at the general
corporation tax rate and that is not classed as income within the legal reinvestment period, as regulated
under Article 6(1)(b) of the aforementioned law. This levy shall be considered tax payable in relation to
Corporation tax.
Subsequently, under Order HFP/1430/2021, of 20 December, approving form 237 “Special levy on
undistributed profits by real estate investment trusts. Corporation tax. Self-assessment”, the method and
procedure for filing corporation Tax in the form of self-assessments are defined.
It also regulates the following aspects:
- Those required to file the Form: Companies choosing to apply the REIT tax regime provided for in
Law 11/2009 of 26 October.
- Profits to be declared: Undistributed profits in the year generated on income not taxed at the general
corporation tax rate, excluding income within the reinvestment period under Article 6.1.b) of Law
11/2009. This levy shall be considered tax payable in relation to Corporation tax.
- Levy rate: The levy rate shall be introduced for the settlement of the tax (15% from 1 January 2021).
- Entry into force and year applicable: The order enters into force on 3 January 2022 and applies for
tax periods starting on 1 January 2021 onwards.
- Self-assessment submission period: Accrued on the day of the appropriation of earnings
agreement, subject to self-assessment in the 2 months following the accrual date.
3. Basis for presenting the financial statements
a) Regulatory financial reporting framework applicable to the Company
These financial statements have been produced by the Directors pursuant to the regulatory financial
reporting framework applicable to the Company, established in:
- the Code of Commerce and other trade law.
- General Accounting Plan approved by Royal Decree 1514/2007, which was amended in 2016 by
Royal Decree 602/2016, subsequently amended by Royal Decree 1159/2010 and subsequently
amended by Royal Decree 1/2021, of 12 January, and the sectoral adaptation to real-estate
companies.
- The mandatory regulations approved by the Institute of Accounting and Account Audits in
developing the General Accounting Plan and its complementary regulations.
- Law 11/2009 of 26 October governing Listed Real Estate Investment Trusts (REITs), as amended
by Law 16/2012 of 27 December.
- Other applicable Spanish accounts regulations.
b) True and fair view
The attached financial statements have been obtained from the Company's books and are presented
13
pursuant to the applicable regulatory financial reporting framework and, in particular, the accounting
principles and criteria contained therein, in such a way that they are a true reflection of the equity, financial
situation and results of the Company and the cash flows during the corresponding year.
These financial statements, which have been authorised for issue by the Directors of the Company, shall be
subject to approval by the General Shareholders' Meeting, and it is considered that they will be approved
without changes. In turn, the Company's financial statements for 2021 were approved without modification
by the General Shareholders' Meeting held on 27 April 2022.
c) Non-mandatory accounting principles employed
No non-mandatory accounting principles have been employed. Furthermore, the Directors have created
these financial statements considering all mandatory accounting standards and principles that have a
significant impact on said statements. No mandatory accounting principles have been disregarded.
d) Grouping of items
Certain entries on the balance sheet, the profit and loss account, the statement of changes in equity and the
cash flow statement have been grouped together to facilitate their understanding. However, to the extent by
which it is significant, detailed information with breakdowns has been provided in the corresponding notes
of the annual report.
e) Critical aspects of the valuation and the estimate of uncertainty
The estimates made by the Directors of the Company to value some of the assets, liabilities, revenues,
expenses and undertakings booked in the financial statements attached hereto have sometimes been used
in the process of producing the financial statements. These estimates essentially refer to:
- The valuation of any possible impairment losses of specific assets (see Note 5.1 and 5.3.).
- The useful life of real estate assets (see Note 5.3).
- The calculation of provisions (see Note 5.9).
Despite the fact that these estimates were made on the basis of the best available information at the end of
financial year ending on 31 December 2022, it is possible that future events may make it necessary to adjust
them either upward or downward in upcoming financial years, which will be done, as appropriate,
prospectively.
At 31 December 2022, the Company had a negative working capital balance of 20,923,789 euros (negative
balance of 2,185,847 euros at 31 December 2021). This deterioration in working capital is mainly due to the
reclassification of debt from long-term to short-term. The Company recurrently generates positive EBITDA,
meaning that the Company's Board of Directors believes that this does not represent uncertainty as regards
the continuity of the Company, as it is estimated that future profits to be earned next year, generated by
contracts involving real estate assets, will cover part of the Company’s short-term obligations. The Company
is also negotiating with financial institutions on various long-term financing formulas for its real estate assets
to ensure that these commitments can be met and transactions have already been signed, as mentioned in
Note 27. The Company currently has sufficient financing facilities to meet the payment requirements for its
committed investments in the various property refurbishment and construction projects. Finally, the
Company's real estate assets show significant unrealised gains based on their fair values at year-end (Note
7).
f) Comparison of the information
The information contained in this report which refers to 2022 is presented along with the 2021 information
for the purposes of comparison.
g) Correction of errors
14
In the production of the attached financial statements, no error has been identified that requires the re-
statement of amounts included in the financial statements for 2022.
4. Profit distribution
The proposal for the distribution of the Company's profits for 2022 to be submitted by the Directors of the
Company to the shareholders is as follows:
Euros
Basis of distribution:
Profit and Loss
14,254,857
Distribution:
Legal reserve
1,425,486
Voluntary reserve
175,412
Dividends
12,653,959
5. Accounting principles and accounting and measurement rules
The main valuation principles used by the Company in drawing up its financial statements for the year ended
on 31 December 2022 are as follows (in accordance with those established by the Spanish General Chart of
Accounts):
5.1 Property, plant and equipment
Property, plant and equipment are initially valued at their acquisition price or production cost, which is
subsequently reduced by their corresponding accumulated depreciation and impairment losses, if any.
For assets that take more than one year to become operational, capitalised costs include borrowing costs
incurred before the asset is put into use and drawn down from the supplier or relating to loans or other
specific or general external financing directly attributable to the acquisition or production of the asset.
Maintenance and repair costs for property, plant and equipment are recognised in the profit and loss account
for the year in which they are incurred. Conversely, amounts invested in improvements that help to increase
capacity or efficiency or extend the useful life of these assets are recognised as an increase in their cost.
The Company depreciates property, plant and equipment following the straight-line method by applying
annual depreciation percentages calculated on the basis of the respective assets' years of estimated useful
life, as follows:
Years of Estimated Useful Life
Buildings
50
Technical facilities and machinery
8-10
Photovoltaic installations
25
Other fixtures, fittings and furnishings
10
Other fixed assets
4-5
As indicated above, the Company depreciates these assets in accordance with the aforementioned years of
estimated useful life, considering as a basis for depreciation their historic cost values increased by new
investments which will be made and which involve an increase in their added value or their estimated useful
life.
5.2 Property investment
The “property investment” item on the balance sheet reflects the value of land, buildings and other
constructions and fixtures that are held either to operate them under leases or to obtain a capital gain on
15
their sale as a consequence of any increases that may come about in the future in their respective market
prices.
These assets are initially valued at their acquisition price or production cost, which is subsequently reduced
by their corresponding accumulated depreciation and impairment losses, if any.
The Company depreciates property investments following the straight-line method by applying annual
depreciation percentages calculated on the basis of the respective assets' years of estimated useful life:
These assets are valued in accordance with the criteria indicated in Note 5.1 on property, plant and
equipment.
5.3 Impairment in the value of property, plant and equipment and property investments
Whenever evidence for impairment may exist, the Company proceeds to estimate through the so-called
“Impairment Test” the possible existence of impairments which reduce the recoverable value of such assets
to below their book value. The recoverable amount is determined as the higher between fair value minus
sales costs and usage value. As part of the calculation of the fair value, the Company has used level 2
estimates, as these are based on measurement methodologies in which all the significant variables are based
on directly or indirectly observable market data.
The Company commissioned Jones Lang Lasalle, an independent expert, to conduct a valuation of its assets,
which was issued on 6 February 2023, in order to determine the fair values of all its property investments at
year-end. Such valuations were conducted on the basis of the market lease value (which consists of
capitalising net rents from each property and updating future flows). Acceptable discount rates were used
to calculate fair value for a potential investor, which are in keeping with those used by the market for
properties having similar characteristics and locations. The valuations were made in accordance with the
Appraisal and Valuation Standards published by the Royal Institute of Chartered Surveyors (RICS).
The key assumptions used to determine the fair value of these assets and their sensitivity analysis are
explained in Note 7.
Where an impairment loss is subsequently reverted, the asset's book value is increased up to the revised
estimate of its recoverable value in such a way as to ensure that the increased book value does not exceed
the book value that would have been determined if no impairment loss had been recognised in prior years.
Such reversion of an impairment loss is recognised as income.
5.4 Leases
Leases are classified as financial leases whenever it can be deduced from the lease agreements that the
risks and benefits inherent to owning the asset which is the purpose of the agreement are substantially
transferred to the lessee. All other leases are classified as operating leases. The Company had no financial
leases at year-end 2022 or 2021.
Operating leases
The expenses arising from the operating lease agreements are charged to the profit and loss account in the
financial year in which they accrue.
Likewise, any acquisition costs of the leased asset are reflected on the balance sheet in accordance with
their nature increased by the amount of any costs which may be directly stemming from the agreement,
which are recognised as an expense over the term of the agreement term by applying the same criterion
used to recognise revenue resulting from the lease.
Any charge or payment that may be made when entering into an operating lease is dealt with as an advance
charge or payment and charged to income over the lease's term as the profits of the leased asset are
16
progressively assigned or received.
5.5 Financial instruments
5.5.1 Financial assets
Classification
The financial assets owned by the Company are classified into the following categories:
a) Financial assets at amortised cost:
i. Loans and receivables: consisting of financial assets resulting from the sale of assets or
the provision of services for the Company's trade operations, or any that do not have their
origin in trade operations, are not equity instruments or derivatives and whose charges
are of a fixed or determinable amount and are not traded in an active market.
ii. The bonds and deposits set up by the Company in compliance with the contractual clauses
of the various lease agreements.
b) Financial assets at fair value through profit and loss: assets acquired with a view to disposing of
them in the short term or those that form part of a portfolio concerning which there is evidence of
recent activities with this in mind.
Initial valuation
Financial assets are initially booked at the fair value of the consideration handed over plus any transaction
costs that can be directly attributable to them.
Subsequent valuation
Financial assets at amortised cost are measured at their amortised cost. However, credits and debits linked
to commercial operations maturing in no more than one year, and that are not associated with a contractual
interest rate, in addition to, as applicable, advances and loans to staff, dividends receivable and
disbursements required in relation to equity instruments, the amounts of which are expected to be received
in the short term, and the disbursements required by third parties on their holdings, the amounts of which
are expected to be paid out in the short term, are measured at their nominal value when the effect of not
updating cash flows is not considered significant.
Financial assets at fair value through profit and loss are measured at their fair value, booking the result of
variations in said fair value in the profit and loss account.
At least at the close of the year, the Company conducts an impairment test on any financial assets not booked
at fair value. It is deemed that objective evidence for impairment exists if a financial asset's recoverable value
is less than its book value. When this comes about, the impairment is booked in the profit and loss account.
Generally speaking, the fair value considered by the company refers to a reliable market value.
The Company uses the observable prices of recent transactions involving the same asset measured as a
reference or using prices based on observable market data or indexes that are available and are applicable.
Thus, the following fair value hierarchy is established depending on the following levels of estimation:
a) Level 1: estimates that use unadjusted listed prices on active markets for identical assets or
liabilities, which the Company could assess on the measurement date.
17
b) Level 2: estimates that use listed prices on asset markets for similar instruments or other
measurement methods in which all significant variables are based on directly or indirectly
observable market data.
c) Level 3: estimates in which any significant variable is not based on observable market data.
More specifically, the criterion used by the Company to calculate the corresponding value corrections
concerning trade receivables and other accounts receivable, if any, consists of making an annual allocation
in the balances of a certain seasoning or in those in which circumstances come about that would reasonably
allow one to classify them as non-performing.
The Company writes off financial assets when they expire or when the rights over cash flows from the
financial asset in question have been assigned and the risks and benefits inherent to their ownership have
been substantially transferred.
Contrariwise, the Company does not write off financial assets in financial asset assignments where the risks
and benefits inherent to their ownership are substantially retained, recognising a financial liability equivalent
to the consideration received.
5.5.2 Financial liabilities
Classification
The financial liabilities owned by the Company are classified into the following categories:
- Financial liabilities at amortised cost: any debits and payables the Company has resulting from the
purchase of goods and services from the company's trade operations, or also any that do not have
a trade-related origin which cannot be considered as derivative financial instruments.
Financial liabilities at amortised cost are initially valued at the fair value of the consideration received,
adjusted by any transaction costs that can be directly attributed to them. Subsequently, such liabilities are
valued in accordance with their amortised cost.
The Company writes off financial liabilities when the obligations they have generated expire.
5.5.3 Hedge instruments
The Company uses derivative financial instruments to hedge the risks to which is activities, operations and
future cash flows are exposed. These risks arise from changes in interest rates. Within the framework of
these operations, the Company contracts hedging financial instruments.
For these financial instruments to qualify as hedge accounting, they are initially designated as such and the
hedging relationship is documented. Furthermore, the Company initially verifies, and continues to do so over
the course of its useful life (at least at the end of each year), that the hedge relationship is effective, in other
words, that the hedging ratio is the same as the hedging ratio used for the purposes of management, in other
words, it is the same as the ratio resulting from the amount of the hedged item that the company is actually
hedging and the amount of hedge instrument that the company actually uses to hedge said amount of the
hedged item. The part of the hedge instrument designated as an effective hedge could include an ineffective
residual part, provided that it does not reflect an imbalance between the weightings of the hedged item and
the instrument. This ineffective part shall be the same as the surplus variation in the value of the hedge
instrument designated as an effective hedge against the variation in the value of the hedged item.
The Company only applies cash flow hedges, which are accounted for as described below:
- Cash flow hedges: In this type of hedging, the profit or loss on the hedging instrument which has
18
been determined as effective hedging is temporarily recognised in equity, and charged to the profit
and loss account in the same period in which the item being hedged affects the results, unless the
hedge corresponds to a projected transaction which entails the recognition of a non-financial asset
or liability, in which case the amounts recorded in equity will be included in the cost of the asset or
liability when it is acquired or assumed.
The value of the derivatives reflects the fair market value of the derivatives at 31 December 2022. These
derivatives have been contracted to hedge the interest rate risk and that fair value represents the payment
which would have to be made if it were decided to sell them or transfer them to a third party.
The accounting for hedges is interrupted when the hedging instrument matures or is sold, finalised or
exercised, or no longer meets the criteria for hedge accounting. At that time, any cumulative gain or loss
corresponding to the hedging instrument which has been recorded in equity is held within equity until the
expected operation occurs. When the operation being hedged is not expected to occur, the cumulative net
gains or losses recognised in equity are transferred to the net results of the period.
5.6 Classification of balances into current and non-current balances
Current assets are deemed to be any assets linked to the normal operating cycle, which in general terms is
considered to be a year, along with any other assets whose maturity, disposal or realisation is expected to
come about in the short term from the date of the close of the year, along with cash and cash equivalents.
Any assets which do not meet these requirements are classified as non-current assets.
Similarly, current liabilities are those linked to the normal operating cycle and, in general terms, include all
obligations whose maturity or extinction will come about in the short term. Otherwise, they are classified as
non-current liabilities.
5.7 Income tax
After its amendment by Law 16/2012 of 27 December, the special tax regime for REITs is based on a zero
per cent Corporation Tax levy, provided certain requirements are met. Among these, it is worth highlighting
the requirement that at least 80% of assets must be comprised of urban properties designated for leasing
which are fully owned or acquired through interests in companies that meet the same investment and
distribution of results requirements, be they Spanish or foreign, whether or not they are listed on organised
markets. Likewise, the main sources of income of these entities must come from the property market, be it
from leases, the subsequent sale of real estate after a minimum maintenance period or the income from
interests in entities having similar characteristics.
Nonetheless, the tax is accrued proportionally to the distribution of dividends carried out by the company.
Any dividends received by the partners are exempt, except where the recipient is a legal person subject to
Corporation Tax or a permanent establishment belonging to a foreign entity, in which case a deduction has
been established for the total tax liability, so that such income is taxed at the partner's tax levy. However, the
remaining income will not be taxed while it is not paid out to the members.
As stipulated by the Ninth Transitional Provision of Law 11/2009 of 26 October governing Listed Real Estate
Investment Trusts, as amended by Law 16/2012 of 27 December, the entity will be subject to a special 19%
tax levy on the full amount of the dividends or profit sharing distributed to members whose interest in the
entity's share capital is equivalent to or greater than five percent, where such dividends at the registered
office of its members are exempted from tax or taxed at a levy below ten per cent. However, the special tax
levy shall not apply where the dividends or profit-sharing are received by other REITs, regardless of what
their percentage holding may be.
Hence, the Company has proceeded to apply a tax levy of 0% on the dividends shared out to its shareholders
since the aforementioned condition has been met.
Notwithstanding the foregoing, as indicated in Note 2, through Law 11/2021, of 9 July and Order
19
HFP/1430/2021, of 20 December, a special levy on undistributed profits by real estate investment trusts has
been approved within corporation tax, in the self-assessment category; companies choosing to apply for the
REIT tax system provided for in Law 11/2009 of 26 October shall be required to file this, with the profits to
be declared considered the undistributed profits during the year generated on income not taxed at the
general corporation tax rate, excluding income within the reinvestment period set out under Article 6(1)(b)
of Law 11/2009. This levy is considered corporation tax payable at the rate of 15% applicable to tax years
starting on or after 1 January 2021.
5.8 Income and expenses
Income and expenses are booked on an accrual principle, that is to say, when the real flow of goods and
services they represent comes about irrespective of the moment when the monetary or financial flows arising
from them are produced. Such income is valued at the fair value of the consideration received, deducting
any discounts and taxes.
The recognition of income from sales comes about at the moment the significant risks and benefits inherent
to ownership of the asset sold have been transferred without maintaining day-to-day management over such
asset, or retaining effective control over it.
Interest accrued on financial assets is recognised using the effective interest rate method. In any event, the
interest from financial assets accrued subsequent to the moment of acquisition is recognised as income in
the profit and loss account.
The income from real estate leases is booked on the basis of its accrual and the difference, if any, between
the invoicing carried out and the income recognised in keeping with this criterion is booked in the “Accrual
adjustments” item.
5.9 Provisions and contingencies
When drawing up the financial statements, the Directors of the Company have differentiated between:
a) Provisions: credit balances which cover current obligations arising from past events whose
cancellation will probably lead to an outflow of resources, but which cannot be determined as to
their amount and/or moment of cancellation.
b) Contingent liabilities: possible obligations arising as a consequence of past events, whose future
materialisation is conditional upon whether or not one or more future events which are beyond the
Company's control take place.
The financial statements reflect all the provisions regarding which the likelihood of having to face an
obligation is estimated to be higher than not having to do so. Contingent liabilities are not recognised in the
financial statements. Information about them, however, is provided in the notes to the notes to the statements
to the extent by which they are not deemed as remote possibilities.
Provisions are valued at the current value of the best possible estimate of the necessary amount to cancel
or transfer the obligation, taking into account available information on the event and its consequences, and
booking any adjustments that may arise due to the updating of such provisions as a financial expense as
they accrue.
5.10 Environmental asset elements
Environmental asset elements are deemed to be any assets which are used in a long-lasting manner in the
Company's operations and principal purpose is to minimise environmental impacts and to protect and
improve the environment, including reducing or eliminating future pollution.
By their very nature, the Company's operations do not have any significant environmental impacts.
20
5.11 Subsidies, donations and bequests
In order to book subsidies, donations and bequests received from third parties other than the owners, the
Company follows the following criteria:
a) Non-reimbursable capital grants, donations and bequests: These are valued at the fair value of the
amount or asset granted, depending on whether they are of a monetary nature or not. They are
charged to income in proportion to the depreciation allocation allocated in the period for subsidised
elements or, as appropriate, when their disposal or valuation allowance due to impairment comes
about.
b) Reimbursable subsidies: As long as they are deemed as reimbursable, they are booked as liabilities.
5.12 Related-party transactions
The Company performs all its transactions with related parties at market prices. Moreover, transfer prices
are properly documented. Hence, the Directors of the Company consider that there are no significant risks
which could give rise to considerable liabilities in the future due to this aspect.
6. Property, plant and equipment
The balances at 31 December 2022 and 31 December 2021 and the changes in the various property, plant
and equipment accounts and the related accumulated depreciation are as follows:
2022
Euros
Balance at
Balance at
31/12/2021
Recognitions
Derecognitions
31/12/2022
Cost:
Data processing equipment
6,065
-
-
6,065
Furniture and fittings
-
9,109
-
9,109
Other fixtures
-
142,244
-
142,244
Total cost
6,065
151,353
-
157,418
Accumulated depreciation:
Data processing equipment
-4,913
-510
-
-5,423
Furniture and fittings
-
-152
-
-152
Other fixtures
-
-2,370
-
-2,370
Total accumulated depreciation
-4,913
-3,032
-
-7,945
Net property, plant and equipment
1,152
148,321
-
149,473
2021
Euros
Balance at
Balance at
31/12/2020
Recognitions
Derecognitions
31/12/2021
Cost:
Data processing equipment
5,106
958
-
6,065
Total cost
5,106
958
-
6,065
Accumulated depreciation:
Data processing equipment
-4,212
-701
-
-4,913
Total accumulated depreciation
-4,212
-701
-
-4,913
Net tangible fixed assets
895
257
-
1,152
21
The main additions to property, plant and equipment in 2022 relate to investments in the Company’s offices
located on the second floor of Glorieta de Cuatro Caminos 6 and 7 in Madrid. Investments in 2022 totalled
151,353 euros (958 euros in 2021).
The depreciation charge of 3,032 euros (701 euros in 2021) was recognised in the income statement for the
year 2022 under “Depreciation and amortisation” in the accompanying profit and loss account as at 31
December 2022.
During the financial years 2022 and 2021, no finance charge has been capitalised under property, plant and
equipment. Also, at 31 December 2022 there are no capitalised finance charges of a material amount in
respect of property, plant and equipment.
At the end of the years ended 31 December 2022 and 31 December 2021, the Company had fully
depreciated property, plant and equipment in use. At year-end 2022, the acquisition cost of this equipment
amounted to 4,914 euros (2,969 euros in 2021).
The Company's policy is to take out insurance policies to cover the possible risks to which the various items
of its property, plant and equipment are subject. As at the year ended 31 December 2022, in the opinion of
the directors of the Company, there is no hedging deficit in respect of these risks.
As at 31 December 2022 and 2021, there are no commitments to purchase fixed assets or property outside
Spain.
As disclosed in Note 5.3, the Company has performed an impairment test to assess the possible existence
of impairments that reduce the recoverable amount of property, plant and equipment to an amount less than
their book value. As a result of this process, the Company has not recognised any impairment losses on
property, plant and equipment in 2022 and 2021.
7. Property investment
The movements in this item of the balance sheet, as well as the most significant information which affected
this item during 2022 and 2021 are as follows:
2022
Euros
Balance at
Disposals/
Balance at
31/12/2021
Additions
Reversals
Transfers
31/12/2022
Cost:
Properties for leases
465,038,907
39,363,304
-4,582,569
7,128,552
506,948,194
Ongoing real-estate investments
223,140
12,705,159
-
-7,128,552
5,799,747
Total cost
465,262,047
52,068,463
-4,582,569
-
512,747,941
Accumulated depreciation:
Properties for leases
-56,322,178
-5,982,921
527,392
-
-61,777,707
Total accumulated depreciation
-56,322,178
-5,982,921
527,392
-
-61,777,707
Impairment:
Properties for leases
-11,982,461
-664,400
185,405
-
-12,461,456
Total impairment
-11,982,461
-664,400
185,405
-
-12,461,456
Net property investments
396,957,408
45,421,142
-3,869,772
-
438,508,778
22
2021
Euros
Balance at
Disposals/
Balance at
31/12/2020
Additions
Reversals
Transfers
31/12/2021
Cost:
Properties for leases
434,028,550
42,049,544
-14,452,531
3,413,344
465,038,907
Ongoing real-estate investments
698,728
2,937,756
-
-3,413,344
223,140
Total cost
434,727,278
44,987,300
-14,452,531
-
465,262,047
Accumulated depreciation:
Properties for leases
-51,690,247
-5,689,081
1,057,150
-
-56,322,178
Total accumulated depreciation
-51,690,247
-5,689,081
1,057,150
-
-56,322,178
Impairment:
Properties for leases
-11,596,863
-492,932
107,334
-
-11,982,461
Total impairment
-11,596,863
-492,932
107,334
-
-11,982,461
Net property investments
371,440,168
38,805,287
-13,288,047
-
396,957,408
The distribution of the cost between the land and spread of the leased properties is as follows:
Cost at
31/12/2022
31/12/2021
Properties for leases
Land
241,654,180
223,996,157
Spread
265,294,014
241,042,750
Total cost
506,948,194
465,038,907
The “Real estate investments” item reflects the net cost of the real estate assets in use and operation and
leased through one or more operating leases, or the assets which are unoccupied but are destined to be
leased through one or more operating leases.
The main changes in this item during 2022 were as follows:
Investments: Property investments made in 2022 totalled 52,068,463 euros. The main additions recorded
under this heading relate mainly to the following investments:
- On 27 July 2022, the Company signed a public deed for the acquisition of two office buildings
located at Avda. de Cantabria 51 and Calle Santiago de Compostela 100 bis in Madrid, owned by
El Corte Inglés, S.A. (the former) and Ason Inmobiliaria de Arrendos, S.L. (the latter). The total cost
associated with these two transactions was 39,082,702 euros.
- There were additions to assets under construction amounting to 12,705,159 euros, corresponding
to the cost of renovating and refurbishing hotels amounting to 941,903 euros, the buildings at Calle
Arapiles 14 (5,785,510 euros), Pradillo 42 (177,999 euros) and Titán 13 (73,424 euros) in Madrid,
as well as the Sexta Avenida shopping centre (58,500 euros) and the start of construction work on
the Valdebebas Hospital and Hotel in Madrid (5,667,823 euros), which will be leased to Sanitas S.A.
de Hospitales and Melíá Hotels International, S.A., respectively, once completed.
- Furthermore, the Company has incurred in costs of 280,602 euros, capitalised as the cost of
property investment.
Disposals: Property write downs for the gross amount of 4,582,569 euros were undertaken. The main write
downs in 2022 correspond to:
- Sale of several properties with their corresponding annexes in Vallecas Comercial I (13 units),
Sanchinarro VII (8 units) and Coslada III (6 units) for a gross cost of 4,582,569 euros, which have
23
been sold to third parties. These sales transactions gave rise to a combined net gain of 350,824
euros, which was recognised under “Impairment and gains or losses on disposals of non-current
assets” in the profit and loss account at 31 December 2022.
Transfers: During the year, ongoing real-estate investments have been transferred to property investments
for the sum of 7,128,552 euros (3,413,344 euros in 2021), as a result of the completion of refurbishment
work on several hotels (941,903 euros) and the building at Pradillo 42 (379,579 euros). Also on 27 December,
the office building at Calle Arapiles 14 in Madrid was handed over to the tenant Ontreo (Grupo Planeta) on
the occasion of completion of the renovation of the building, which cost 5,807,070 euros.
Furthermore, the Company proceeded to appraise all of its real estate assets at year-end 2022 as stipulated
in the standards. Said appraisals, which were conducted by the independent expert Jones Lang LaSalle,
resulted in a fair value for some assets lower than their net book value. The Company has therefore
calculated the corresponding impairments.
Depreciation in 2022 came to 5,982,921 euros (5,689,081 euros in 2021), recognised under “Fixed asset
depreciation” on the Company’s income statement.
Fair value measurement and sensitivity
The methodology used by the independent appraiser in the valuations to determine the fair value of the
investment property has followed the RICS principles, which basically uses discounted cash flows as the
valuation method, consisting of capitalising the net income from each property and discounting the future
flows, applying market discount rates, over a ten-year time horizon and a residual value calculated by
capitalising the estimated income at the end of the projected period to an estimated yield. The buildings were
valued individually, taking into account each of the lease contracts in force at the end of the year and their
duration. Buildings with non-rented areas have been valued on the basis of estimated future income,
discounting a marketing period.
Also, for the ongoing property investments relating to the construction of the hospital and hotel in
Valdebebas, the Company has based its valuation on the value of the completed building or finished project
included in the independent valuer's valuation, which consists of comparing the value of the assets once
they are developed and in operation with the costs incurred at year end, plus the costs that will be incurred
until they are in operation. The management of the Company considers this valuation method to be
appropriate as there is no doubt that these projects will be carried out on the terms currently planned, as the
projects are already being implemented and the Company already has the necessary financing to carry them
out in their current configuration.
The valuation criteria applied were the same as those used in previous years. Similarly, the value of the
completed building was taken into account in the case of the Valdebebas hotel and hospital real estate
project under construction, which the company is currently developing.
The key variables of this method are the determination of net income, the duration of the leases, the period
of time during which the leases are discounted, the approximation to the value that is made at the end of
each period and the target internal rate of return-used to discount the cash flows.
The independent expert applies the following valuation methods to the property investments:
Valuation method
% according to GAV
Cash flow discount
25%
Capitalisation
70%
DCF and residual
3%
Comparison
1%
Total
100%
The key variables used in the valuations made using the discounted cash flow method are:
24
- Current income: the income generated by each property on the valuation date and considering
non-refundable expenses only for empty spaces.
- Estimated income for empty spaces and/or new leases during the years of the cash-flow.
- Exit Yield: rate of return required at the end of the valuation period for the sale of the asset. At the
end of the discount period an exit value has to be determined for the property. At that time it is not
possible to reapply a cash flow discount methodology and the sale value has to be calculated
according to an exit yield based on the income that the property is generating at the time of sale,
provided that the cash flow projection is understood to be a stabilized income that we can capitalise
on a perpetual basis.
- IRR: is the interest rate or return offered by an investment, the value of the discount rate that makes
the NAV equal to zero, for a given investment project.
- ERV: Market income of the asset at the valuation date.
2022
The main assumptions used to calculate the fair value of the real estate assets for 2022 were as follows:
Euros
Current Income
ERV
Exit Yield
IRR
Hotels
9,291,336
8,588,259
6.16%
8.07%
Offices
13,582,453
14,002,719
4.35%
N/A
Retail
7,256,979
6,454,183
3.41%
N/A
Shopping centres
3,334,260
3,121,368
8.03%
10.03%
2021
The main assumptions used to calculate the fair value of the real estate assets for 2021 were as follows:
Euros
Current Income
ERV
Exit Yield
IRR
Hotels
9,449,449
6,857,371
6.16%
8.07%
Offices
10,116,162
10,497,870
4.35%
N/A
Retail
6,938,178
7,019,315
3.41%
N/A
Shopping centres
3,591,666
3,001,072
8.03%
10.03%
The effect of a one-quarter of one point change in the required rates of return, calculated as income on the
market value of the assets, in the asset and in the profit and loss account, for the property investment under
operation, would be as follows:
Yield (Euros)
2022
2021
-0.25%
+0.25%
-0.25%
+0.25%
Hotels
3,200,000
-3,100,000
6,450,000
-5,730,000
Offices
16,430,000
-14,730,000
14,000,000
-12,440,000
Retail
15,990,000
-13,740,000
15,940,000
-13,700,000
Total
35,620,000
-31,570,000
36,390,000
-31,870,000
25
In addition, the sensitivity analysis of a 10% change in ERV (market rent on the asset at the valuation date)
would be as follows:
ERV (Euros)
2022
2021
-10%
-10%
-10%
+10%
Offices
-24,180,000
24,130,000
-18,810,000
18,990,000
Retail
-21,200,000
23,980,000
-19,070,000
19,060,000
Total
-45,380,000
48,110,000
-37,880,000
38,050,000
Lastly, the sensitivity analysis of a quarter point variation of the IRR would be as follows:
IRR (Euros)
2022
2021
-0.25%
-0.25%
-0.25%
+0.25%
Hotels
2,800,000
-2,700,000
2,670,000
-2,560,000
Commercial (shopping centre
only)
550,000
-530,000
350,000
-350,000
Land
400,000
-400,000
1,810,663
-1,911,294
Total
3,750,000
-3,630,000
4,830,663
-2,261,294
Valuation of real estate assets and impact on profit (loss) for the year:
Based on the valuations performed, there has been a negative net impact on the Company’s income
statement at 31 December 2022 for the sum of 478,996 euros (negative net impact of 385,598 euros at 31
December 2021); the breakdown by asset type and changes in provision for impairment of property
investments is as follows:
Euros
2022
2021
Balance at beginning of year
-11,982,461
-11,596,863
Hotels
-508,175
-
Offices
-
-73,668
Retail
-156,225
-419,264
Impairment
-664,400
-492,932
Offices
147,972
-
Retail
37,433
107,334
Reversals
185,405
107,334
Balance, end of year
-12,461,457
-11,982,461
Similarly, according to the valuations carried out, the fair value of investment property shows an
unrecognised unrealised gain (by comparing the updated gross fair market value and the net book value) of
239,361,554 euros (222,711,026 euros at 31 December 2021), in the case of the Company's entire portfolio,
with the exception of the Valdebebas assets, which show an unrealised gain of 35,655,694 euros (by
comparison between the gross market value of the completed project and the estimated total cost until
commissioning).
The gross market value of property investments at 2022 year-end amounted to 774,460,463 euros
(619,668,431 euros at 2021 year-end). The breakdown by business segment is as follows:
26
Gross market value of the
Property investments (Euros) (*)
31/12/2022
31/12/2021
Hotels (**)
204,000,000
147,040,000
Offices
285,681,522
231,411,637
Retail
211,478,941
214,157,401
Institutional (**)
73,300,000
-
Plots
-
27,059,393
Total
774,460,463
619,668,431
(*) The net market value at 31 December 2022 comes to 755,866,500 euros.
(**) In the case of Valdebebas projects, the market value of the completed project is included. Eliminating the impact of the inclusion of
the market values of the two completed projects and taking into account the market value based on the progress of work, the gross
market value of the property investment at year-end 2022 amounts to 680,358,044 euros, with a net value of 664,116,641 euros.
The breakdown of floor space in square metres above ground level (S.B.A.) of the property investments
owned by the Company was:
Floor area in m
2
above ground level
31/12/2022
31/12/2021
Hotels
99,408
80,135
Offices
62,406
45,861
Retail
40,852
40,736
Institutional
19,273
-
Total
221,938
166,732
At 31 December 2022, the average occupancy rate of the Company's leased assets was 92% (92% at 31
December 2021) based on the square metres leased.
The property investments described above are mainly located in Madrid, Castellón and Isla Canela,
Ayamonte in the province of Huelva.
Furthermore, the Companies' assets are affected by mortgage guarantees amounting to 62,461,471 euros
at 31 December 2022 (50,867,006 euros at 31 December 2021), corresponding to bank mortgage-backed
loans.
The breakdown of the mortgage loan balance pending maturity and repayment at 31 December 2022 and
2021 by assets is as follows:
Property
Euros
2022
2021
José Abascal, 41
9,690,000
10,374,000
Titán, 13
9,708,654
10,511,131
Conde de Peñalver, 16
6,303,992
6,825,054
Valle de la Fuenfría, 3
7,763,333
8,266,780
Juan Ignacio Luca de Tena, 17
10,545,492
11,090,040
Glorieta de Cuatro Caminos 6 and 7.
3,450,000
3,800,000
Arapiles 14
12,000,000
-
Hotel Valdebebas
3,000,000
-
Total value of mortgages pending maturity on assets (Note 13)
62,461,471
50,867,006
NB: The net book value of these mortgage-backed properties at 31 December 2022 amounted to 175,347,345 euros (125,883,498 euros
at 31 December 2021).
In 2022, the rental income from real estate investments belonging to the Company comes to 30,644,323
euros (24,081,817 euros in 2021). This figure includes income from the passing on of operating expenses
for all related items, which amounted to 1,047,429 euros in 2022 (910,905 euros in 2021).
At year-end 2022, there was no kind of constraint on making new real estate investments, or on collecting
the income arising from them or concerning the resources that could be obtained from a possible disposal.
27
At 2022 year-end, the Company had fully amortised property investments which were still in use amounting
to 8,811,387 euros (8,707,323 euros at 2021 year-end).
The Company's policy is to take out insurance policies to cover the possible risks that may affect its real
estate investments. At the end of 2022, there will be no shortfalls relating to any of the aforementioned risks.
8. Operating leases
At the end of 2022 and 2021, the Company had reached agreements with lessees on the following minimal
rental instalments in accordance with prevailing agreements, without taking into account the passing on of
condominium expenses, future increases in the CPI or any rent reviews agreed upon in their contracts.
The most significant operating leases stem from lease agreements on the real estate assets on which their
operations are based. A breakdown of such minimum rental instalments is set out below:
Euros
Nominal value
2022
2021
Less than a year
29,272,582
25,769,308
Between one and five years
87,953,936
80,884,702
More than five years
103,961,317
122,805,156
Total
221,187,835
229,459,166
With regard to the average duration of lease contracts by property type, the WAULT (Weighted average
unexpired lease term) is provided below:
WAULT
31/12/2022
31/12/2021
Hotels
8.64
9.01
Offices
6.52
6.81
Retail
11.07
11.74
Institutional
10.00
10.00
Total Average
9.09
9.39
9. Other financial assets and investments in related companies
The balances of the accounts in this item at year-end 2022 and 2021 are as follows:
Euros
Balance at
Balance at
31/12/2022
31/12/2021
Financial assets at amortised cost
Derivatives
314,055
-
Other financial assets
2,706,786
2,576,870
Long-term / non-current
3,020,841
2,576,870
Other financial assets
341,488
166,906
Short-term / Current
341,488
166,906
Total
3,362,329
2,743,776
28
Euros
Balance at
Balance at
31/12/2022
31/12/2021
Assets at fair value through
profit or loss
Other financial assets
16,478,110
13,399,701
Short-term / Current
16,478,110
13,399,701
Total
16,478,110
13,399,701
The movement in the headings “Other financial assets” and “Equity instruments” and “Derivatives” in the
short and long term during the financial years 2022 and 2021 is as follows:
2022
Euros
Balance at
Adjustment
Balance at
31/12/2021
Additions
Value
Disposals
31/12/2022
Equity instruments
13,399,701
5,995,506
-2,917,097
-
16,478,110
Derivatives
-
-
314,055
-
314,055
Other financial assets
2,743,776
937,232
-
-177,887
3,503,121
Total
16,143,477
6,932,738
-2,603,042
-177,887
20,295,286
2021
Euros
Balance at
Adjustment
Balance at
31/12/2020
Additions
Value
Disposals
31/12/2021
Loans to associated companies (Note 19.2)
2,450,366
-
-
-2,450,366
-
Equity instruments
13,058,645
-
341,056
-
13,399,701
Other financial assets
2,546,685
398,583
-
-201,492
2,743,776
Total
18,055,696
398,583
341,056
-
2,651,859
16,143,477
Assets at fair value through profit or loss
Equity instruments available for trading
In 2019 the Company purchased 6,950 shares in the listed company Unibail Rodamco, for a total acquisition
cost of 1,002,786 euros, which were recognised under “Short-term equity instruments”. At 31 December
2022, the Company valued these shares, obtaining a negative value adjustment of 90,281 euros, which was
recognised under “Results of trading portfolio” at 31 December 2022 (negative value of 20,572 euros in
2021).
In 2020, the Company purchased 1,572,296 shares in the listed company Inmobiliaria Colonial SOCIMI, S.A.,
for a total acquisition cost of 11,548,536 euros, which were recorded under “Short-term equity instruments”.
During the 2022 financial year, 1,113,250 shares with a total acquisition cost of 5,995,506 euros were
acquired, which are also recognised under “Short-term equity instruments”. At 31 December 2022, the
Company valued these shares, obtaining a negative value adjustment of 2,826,816 euros, which was
recognised under “Results of trading portfolio” (positive value of 361,628 euros in 2021).
During 2022, the Company received dividends associated with these financial investments for the sum of
377,351 euros (345,905 euros in 2021). This income is recognised in the Company’s income statement
under “Third-party financial income”.
The change in fair value, during the year and accumulated since it was originated, is shown below:
29
Financial assets at fair value through profit or loss
Euros
Cost
Acquisition
Fair value at
Change
Method
31/12/2021
31/12/2022
2022
31/12/2021
31/12/2022
2022
FV
Level
Unibail Rodamco
1,002,786
1,002,786
-
428,259
337,979
-90,280
Listing
1
Inmobiliaria Colonial
SOCIMI, S.A.
11,548,536
17,544,042
5,995,506
12,971,442
16,140,131
3,168,690
Listing
1
Total
12,551,322
18,546,828
5,995,506
13,399,701
16,478,110
3,078,410
The main measurement techniques and variables used to measure fair value correspond to level 1, i.e., the
listing price of these shares on the secondary market at 31 December 2022.
Derivative
At 31 December 2022 there was an increase in equity of 314,055 euros due to the valuation of the derivative
financial instrument Interest Rate Swap (SWAP). This amount is related to the heading Hedging instruments
in Note 15.
Current and non-current financial assets amortised cost
The headings “Other non-current financial assets” and “Other current financial assets” include guarantees
received from customers deposited with the relevant public authorities in connection with the leases
disclosed in Note 8 and a current amount of 454,848 euros relating to the cost of setting up loans taken out
by the Company in 2022 and still to be settled by the lending institution's' management.
The breakdown by due dates of the entries that comprise the “Other non-current financial assets” item at 31
December 2022 is as follows:
Euros
2027
2023
2024
2025
2026
and subsequent
Total
Other financial assets
796,335
579,857
185,487
392,845
1,548,597
3,503,121
Total
796,335
579,857
185,487
392,845
1,548,597
3,503,121
The breakdown by maturity at 31 December 2021 is as follows:
Euros
2026
2022
2023
2024
2025
and subsequent
Total
Other financial assets
166,906
70,387
552,581
164,995
1,788,908
2,743,776
Total
166,906
70,387
552,581
164,995
1,788,908
2,743,776
10. Trade and other accounts receivable
The breakdown of the item at year-end 2022 and 2021 was as follows:
Euros
31/12/2022
31/12/2021
Accounts receivable for sales and services
4,174,532
3,607,767
Trade and other accounts receivable
-
20,017
Staff
944
480
Current tax assets (18.2)
20,362
7,346
Other credits with Public Administrations (Note 18.1)
9,837
-
Total
4,205,675
3,635,610
The balance of the “Accounts receivable for sales and services” can be broken down as follows, for year-
end 2022 and 2021:
30
Euros
31/12/2022
31/12/2021
Customers
3,848,969
3,070,217
Commercial paper in portfolio
314,446
328,664
Outstanding papers
11,117
208,886
Customers with doubtful debts
3,494
3,665
Impairment
-3,494
-3,665
Total
4,174,532
3,607,767
The customer balance at the end of 2022 primarily includes some of the amounts pending payment
corresponding to income from the fourth quarter of 2022 in addition to the variable income from specific
hotels belonging to the Company that is calculated and invoiced at the end of the year based on GOP and
income for the year.
The change in the impairment of registered customers is as follows, with a gain of 171 euros recognised in
the income statement in 2022 (gain of 6,456 euros in 2021):
Euros
2022
2021
Balance at beginning of year
-3,665
-10,121
Impairment of customers
-3,494
-2,094
Reversal of commercial credits
3,665
8,550
Balance, end of year
-3,494
-3,665
11. Cash and cash equivalents
The balance stated under “Cash” primarily corresponds to the balance available in current accounts on 31
December 2022 and 2021. The availability of these balances is subject to no restrictions and they accrue
interest at market rates.
12. Information on the nature of financial instruments and their level of risk
The management of the Company's financial risks is centralised in the Group's Financial Management and
PER 32 Group policies, which has established the necessary mechanisms to control exposure to changes in
exchange rates, along with credit and liquidity risks. The main financial risks which impact the Company are
set out below:
a) Credit risk
The Company's main financial assets are cash flow and cash balances, trade creditors and other accounts
receivable in investments. These account for the Company's maximum exposure to credit risk as regards
financial assets. The Company's credit risk is mainly attributable to its trade debts, which are shown net of
any provisions for insolvencies estimated on the basis of prior years' experience and their valuation under
the current economic climate. The Company loans its excess liquidity to related companies which are very
solvent, thereby guaranteeing the repayment of the funds thus loaned.
b) Liquidity risk
Taking into account the current situation of the financial market and the estimates made by the Directors of
the Company on the Company's cash generating capacity, the Directors believe that the Company has
enough capacity to obtain financing from third parties were it necessary to make new investments.
Consequently, there is no evidence that the Company will encounter liquidity problems in the medium term.
Liquidity is guaranteed by the nature of the investments made and lessees' high credit ratings, as well as by
the collection guarantees set forth in prevailing agreements.
31
c) Exchange rate risk
As regards the Company's exchange rate risk at 31 December 2022, it did not have any assets or liabilities
in foreign currencies. Hence, there is no risk in this regard.
d) Interest rate risk
The Company has two long-term loans financing mainly long-term assets, as well as short-term working
capital financing facilities. The risk of interest rate fluctuations is very low since the Company is not highly
exposed to debt. The Company's policy on interest rates consists of not taking out interest rate hedges
through hedging financial instruments, swaps, etc., since any change in interest rates would have an
insignificant effect on the Company's results, taking into account its low debt levels and today's very low
interest rates.
However, on 17 February 2017, the Company arranged an interest rate swap for 8,550,000 euros, which will
be valid from 1 April 2019 to 1 April 2026 and linked to a mortgage loan of 11,400,000 euros taken out in
2017 on the property located in calle José Abascal 41 in Madrid.
e) Real estate business risks
Changes in the economic situation at both local and international levels, occupation and employment growth
rates, interest rates, tax legislation and consumer confidence have a significant impact on the real estate
markets. Any unfavourable change in any of these or in other economic, demographic or social variables in
Europe, and Spain in particular, could lead to a reduction in real estate activity in these countries. The cyclical
nature of the economy has been statistically proven, as has the existence of microeconomic and
macroeconomic aspects that directly or indirectly affect the way the property market performs, particularly
the rentals which make up the Company's main investment activity.
Other market risks to which the Company is exposed include:
Regulatory risks: the Company is bound to comply with several general and specific legal
provisions in force (legal, accounting, environmental, employment, tax, data protection provisions,
among others) which apply to it. Any regulatory changes that come about in the future may have a
positive or negative effect on the Company.
Tourism risk: a significant part of the Company's assets (mainly hotels) are connected to the
tourism industry. Any drop in tourism activity in the cities where these hotels are located could have
a negative effect on hotel use and occupancy. As a result, this could have a negative effect on the
yield and performance of these assets if tenants renegotiate current lease agreements.
13. Total equity and shareholders' equity
a) Authorised capital
At 31 December 2022, the Company's subscribed share capital was comprised of 4,452,197 registered
shares at a par value of €60.10 each. All these shares belong to a single class and series and all have been
fully subscribed and paid up, which means that the Company's registered share capital amounts to
267,577,040 euros.
All the shares that make up the share capital have the same rights, there being no statutory restrictions on
their transferability.
All the Company's shares have been admitted to trading on the Luxembourg Stock Exchange since 21
December 2011. The year-end share price, the average share price in the last quarter of the year and the
average for 2022 were 65.00, 65.34 and 65.80 euros per share, respectively.. The shares are registered
32
shares and are represented by means of book entries. They are constituted as such by virtue of their
registration in the corresponding accounting record.
The shareholders shall be subject to the obligations set forth in Articles 10 and comply with the REIT Act.
Any shareholders whose interest in the entity's share capital is equivalent to or greater than five per cent and
who receive dividends or a share-out of profits are obliged to give the company notice of the tax levy on the
dividends received within ten days, counting from the date after the day they are received.
The companies holding an interest in the share capital equivalent to or greater than 10% at 31 December
2022 were as follows:
Number of
Percentage
Shares
Interest
Promociones y Construcciones PYC Pryconsa, S.A.
498,360
11.19%
Cogein, S.L.U.
448,807
10.08%
b) Reserves
Legal reserve
According to the Consolidated Text of the Corporate Enterprises Act, a figure equivalent to 10% of the profit
for the year has to be allocated to the legal reserve until the balance of this reserve reaches at least 20% of
share capital. The legal reserve may be used to increase capital by using the proportion of its balance which
exceeds 10% of the already increased capital.
Furthermore, pursuant to Law 11/2009 regulating real estate investment trusts (REITs), the legal reserve of
companies that have chosen to apply the special tax regime established by this Law may not exceed 20% of
their share capital. The articles of these companies may not establish any unavailable reserve other than the
legal reserve.
With the exception of the aforementioned use, and whilst it does not exceed 20% of the share capital, this
reserve may only be used to offset losses, and only when there are no other sufficient available reserves to
do so.
At 31 December 2022, the legal reserve had not yet been fully allocated.
Voluntary reserve
Following the distribution of the Company’s profit in 2021, the balance of this equity item came to 4,798,646
euros; this reserve unrestricted.
Merger reserve
As a result of the merger operation carried out in 2016 set out in Note 1, in 2016 merger reserves of
14,154,739 euros were provided for, generated on account of the difference between the individual book
values of the Absorbed Companies and the book values incorporated as part of the merger.
c) Interim dividend
During 2022, no interim payment of dividends was received.
d) Distribution of profits
REITs are governed by the special tax regime set forth in Law 11/2009 of 26 October governing Listed Real
Estate Investment Trusts, as amended by Law 16/2012 of 27 December. Once all the trading obligations that
33
may correspond to them are fulfilled, such companies are obliged to distribute to their shareholders the
profits obtained in the year in the form of dividends. Such distribution must be resolved as set out below
within the six months following the end of each financial year:
a) 100% of the profit from dividends or profit-sharing distributed by the entities referred to in section
1, article 2 of this Law.
b) At least 50% of the profits arising from the transfer of the properties, shares or ownership interests
referred to in section 1, article 2 of this Law, subsequent to expiry of the time limits referred to in
section 3, article 3 of this Law, which are used for pursuit of the entities' principal corporate
purpose. The rest of such profits must be reinvested in other properties or interests included under
the corporate purpose within the three years following the date of transfer. Failing this, such profits
must be fully distributed together with the profits, if any, from the year in which the reinvestment
period ends. Should the elements subject to reinvestment be transferred before the maintenance
period elapses, any profits from them must be fully distributed jointly with the profits, if any, of the
financial year in which they have been transferred. The distribution obligation does not cover the
proportion of profits, if any, charged to financial years in which the Company did not pay taxes
under the special tax regime set forth by the aforementioned Act.
c) At least 80 per cent of the rest of the profits obtained.
Where the distribution of dividends is charged to the reserves from the profits of a year in which the special
tax regime has been applied, the distribution of such dividends must necessarily fulfil the resolution referred
to in the preceding paragraph.
The legal reserve of any companies which have opted to apply the special tax regime set forth in this Act
may not exceed twenty per cent of their share capital. The articles of these companies may not establish any
other unavailable reserve other than the legal reserve.
As indicated in Note 2, pursuant to Law 11/2021, of 9 July and Order HFP/1430/2021, of 20 December, the
Company is subject to special taxation on undistributed profit by real estate investment trusts as part of
corporation tax, in the self-assessment category, for tax years starting on or after 1 January 2021. The tax
rate in force is 15% and is considered as corporation tax payable.
e) Capital management
The Company is essentially financed with shareholders' equity. Only in the case of new investments may the
Company make use of the credit markets to finance these acquisitions or obtain financing from related
companies by taking out mortgage-backed loans and/or issuing fixed income financial instruments.
The Company has undertaken to distribute at least 80% of their distributable profits in the form of dividends
to its shareholders pursuant to the existing legal obligation laid down by Law 11/2009, as amended by Law
16/2012.
f) Adjustments for changes in value
The breakdown and nature of other adjustments for changes in value is as follows:
Euros
31/12/2022
31/12/2021
Hedging operations (Note 14)
-314,055
283,008
Total
-314,055
283,008
g) Capital grants
34
The activity in this heading during 2022 and 2021 was as follows:
2022
Euros
31/12/2021
Applications
31/12/2022
Capital grants
985,139
-56,351
928,789
Total
985,139
-56,351
928,789
2021
Euros
31/12/2020
Applications
31/12/2021
Capital grants
1,041,490
-56,351
985,139
Total
1,041,490
-56,351
985,139
Due to the change in taxation pursuant to the amendment introduced by Law 16/2012 of 27 December to
Law 11/2009 regulating Listed Real Estate Investment Trusts on the Real Estate Market, the Company started
to pay tax at the levy of 0%. Therefore, the Company has adjusted the tax effect or the deferred tax liability
and included the gross amount in “Subsidies, donations and bequests” of the Company's equity.
These subsidies correspond to the subsidy granted by the Directorate-General of Regional Economic
Incentives for the development of the area. At 31 December 2022, the following were yet to be taken to the
statement of profit and loss:
- Subsidy granted by the Directorate-General of Regional Economic Incentives for the nominal
amount of 1,550,000 euros (581,814 euros yet to be taken to the statement of profit and loss)
corresponding to 10% of the investment made to build Hotel Iberostar Isla Canela in Ayamonte,
Huelva.
- Subsidy granted by the Directorate-General of Regional Economic Incentives for the nominal
amount of 1,106,000 euros (346,975 euros yet to be taken to the statement of profit and loss)
corresponding to 10% of the investment made to build Hotel Playa Canela in Ayamonte, Huelva.
The aforementioned subsidies were transferred to the Absorbed Company, Compañía Ibérica de Bienes
Raíces 2009, SOCIMI, S.A.U. from Isla Canela, S.A. based on the partial division agreement which gave rise
to the Absorbed Company, since all of them were allocated to the activity subject to the transfer. Taking into
account that the partial division transaction mentioned above was performed with accounting effects as of 1
January 2009, the Absorbed Company has booked the subsidies thus transferred in income since then.
In 2022, an amount of 56,351 euros (56,351 euros in 2021) was registered under “Allocation of grants for
non-financial and other assets” in the accompanying profit and loss account.
14. Current and non-current liabilities
The balances of the accounts in this item at the end of 2022 and 2021 are as follows:
35
Euros
31/12/2022
31/12/2021
Long-term debts with credit institutions
104,798,848
80,987,013
Derivatives (Note 15)
-
283,008
Other financial liabilities
3,900,223
3,670,947
Total long-term liabilities
108,699,071
84,940,968
Bonds and debentures
-
2,026,165
Short-term debts with credit institutions
35,026,384
15,343,959
Other financial liabilities
488,482
599,852
Total current payables
35,514,866
17,969,976
Total current and non-current financial debts
144,213,937
102,910,944
Financial assets at amortised cost
Bonds and debentures
The heading “Bonds and debentures” includes the two issues of fixed-income securities carried out by the
Company in 2016 under the “Fixed-income securities issuance programme 2015” for a total amount of
10,000,000 euros, which were fully repaid on 23 June 2022 with the payment of the annual coupon and the
repayment of the bond of 2,000,000 euros maturing on the same date.
The expenses incurred each year in connection with the issue, registration and maintenance of fixed-income
securities programs are registered in the Company's income statement for each year, due to their
immateriality. At 31 December 2022, these expenses amounted to 12,696 euros (44,419 euros at 31
December 2021). There have been no placement costs or fees.
These financial liabilities, recognised under “Debits and payables”, are measured at year-end at their
amortised cost and their carrying value at each reporting date are an acceptable approximation of their fair
value.
Non-current and current bank borrowings
At 31 December 2022, the Company’s bank borrowings came to 139,825,232 euros (96,330,972 euros at
31 December 2021).
The mortgage loans in force at 31 December 2022, for which the Company is liable, have the following
characteristics:
Financial institution
Euros
Start
Initial amount
Outstanding capital
Maturity
José Abascal, 41
Banca March
2017
11,400,000
9,690,000
2031
Titán, 13
Banco Santander
2015
15,735,000
9,708,654
2025
Conde de Peñalver, 16
Banco Santander
2015
10,217,000
6,303,992
2025
Valle de la Fuenfría, 3
Kutxabank
2018
10,000,000
7,763,333
2028
Juan Ignacio Luca de Tena, 17
CaixaBank
2019
12,000,000
10,545,492
2030
Glorieta de Cuatro Caminos 6 and 7,
Banca March
2018
4,500,000
3,450,000
2028
Arapiles 14 (*)
Bankinter
2022
24,000,000
12,000,000
2037
Hotel Valdebebas (*)
Banco Santander
2022
33,000,000
3,000,000
2035
Total
120,852,000
62,461,471
Opening costs
Bankinter
2022
-
-315,555
Total
120,852,000
62,145,916
(*) These loans are intended to finance renovation and construction work. The loan to finance the renovation of the Arapiles 14 building has
been agreed with Bankinter and is awaiting a final drawdown of 12,000,000 euros, which should take place in the first quarter of 2023. The
loan for the Valdebebas Hotel was agreed with Banco Santander and the drawdown of up to 33,000,000 euros will take place during the
building's construction years, based on the progress of construction.
36
The personal guaranteed loans in force at 31 December 2022 have the following characteristics:
Start
Euros
Maturity
Initial amount
Outstanding capital
Banco Santander
2020
12,000,000
9,069,341
2025
Banco Santander
2021
30,000,000
24,461,457
2026
Banco Santander
2022
10,000,000
10,000,000
2023
Abanca
2022
3,000,000
2,700,000
2027
Pichincha
2022
5,000,000
4,183,178
2025
Banca Pueyo
2022
5,000,000
5,000,000
2030
Banca Pueyo
2022
5,000,000
5,000,000
2030
Bankinter
2022
10,000,000
10,000,000
2032
Total
80,000,000
70,413,976
In addition, the heading “Short-term bank borrowings” includes two credit facilities concluded with Bankinter,
one with a limit of 2,000,000 euros and the other with a limit of 5,000,000 euros, both maturing on 26 October
2023. From these credit facilities, a total of 6,872,437 euros had been drawn down at 31 December 2022.
Furthermore, accrued and unpaid interest at 31 December 2022 came to 392,903 euros (158,289 euros at
31 December 2021).
The financial expenses arising from debts with credit institutions in 2022 amounted to 1,914,180 euros
(1,772,748 euros in 2021) and are recorded under the “Financial expenses” heading on the attached profit
and loss account.
As can be seen from the information described in this note, the Company has taken out various long-term
loans (mortgages and non-mortgage loans) in 2022 to finance its activities. The cost of closing these loans
is included in “Long-term debts with credit institutions” in the Company's balance sheet as at 31 December
2022 and amounts to 315,555 euros, which is recorded annually as an expense in the income statement
according to the repayment period of the loans to which they are linked. In addition, the heading “Other
financial assets” (see Note 9) includes a balance of 454,848 euros corresponding to the cost of setting up
loans signed by the Company in 2022 and still to be formalised by the administration of the lending financial
institution.
Loan interest rates are set on market terms linked to Euribor with a fixed spread, with the exception of the
loan hedged with a hedge guarantee.
The “Bonds and deposits” item reflects the guarantees received from clients connected with the leases set
out in Note 7.
The breakdown by due dates at 31 December 2022 is as follows:
Euros
2027
2023
2024
2025
2026
and
subsequent
Total
Debts with credit institutions (*)
35,026,384
19,703,541
31,505,107
8,827,366
44,762,834
139,825,232
Long-term bonds and deposits
-
448,430
205,388
1,412,640
1,833,765
3,900,223
Short-term bonds and deposits
488,482
-
-
-
-
488,482
Total
35,514,811
20,151,971
31,710,496
9,266,692
47,569,913
144,213,882
(*) Mortgage-backed loans in the amount of 62,461,471 euros, loans with a personal guarantee in the amount of 70,413,976 euros,
drawdowns on credit facilities in the amount of 6,872,437 and interest accrued pending maturity in the amount of 392,903 euros.
37
The breakdown by due dates at 31 December 2021 is as follows:
Euros
2026
2022
2023
2024
2025
and
subsequent
Total
Bonds and debentures
2,000,000
-
-
-
-
2,000,000
Debenture and bond interest
26,165
-
-
-
-
26,165
Debts with credit institutions (*)
15,343,959
13,988,663
14,148,068
26,369,099
26,481,184
96,330,972
Long-term bonds and deposits
-
106,510
1,325,594
183,327
2,055,516
3,670,947
Short-term bonds and deposits
599,852
-
-
-
-
599,852
Derivatives
-
-
-
-
283,008
283,008
Total
17,969,976
14,095,173
15,473,662
26,552,426
28,819,708
102,910,944
(*) Mortgage-backed loans in the amount of 50,867,006 euros, loans with a personal guarantee in the amount of 42,000,000 euros,
drawdowns on credit facilities in the amount of 3,305,677 and interest accrued pending maturity in the amount of 158,289 euros.
15. Hedge instruments
The breakdown of derivative financial instruments at 2022 year-end is as follows:
Euros
Fair value
Classification
Type
Outstanding
balance
Maturity
Asset
Interest rate swap
Interest rate hedge
Variable to Fixed
8,550,000
01.04.2026
314,055
The breakdown of derivative financial instruments at 2021 year-end is as follows:
Euros
Fair value
Classification
Type
Outstanding
balance
Maturity
Liability
Interest rate swap
Interest rate hedge
Variable to Fixed
8,550,000
01.04.2026
283,008
On 17 February 2017, the Company entered into an Interest Rate Swap derivative financial instrument
amounting to 8,550,000 euros, the term of which is from 1 April 2019 to 1 April 2026.
This financial instrument has had the following impact on the Company's equity, according to the valuation
made:
- An equity increase of 597,063 euros in 2022 (283,008 euros in 2021), which has been recorded in
the Company's equity under the “Adjustments for changes in value” item.
The Company has complied with the requirements set out in Note 5.5.3 on registration and valuation
standards to be able to classify the financial instruments detailed above as hedges.
16. Disclosure on supplier payment deferrals
Below is the information required by Additional Provision Three of Law 15/2010 of 5 July (modified under
the Second Final Provision of Law 31/2014 of 3 December) prepared according to the Resolution of 29
January 2016, of the Institute of Accounting and Auditing, on the information to be included in the record of
annual financial statements relating to the average period for payment to suppliers in commercial
transactions.
38
2022
2021
Days
Average payment period to suppliers
44.48
41.78
Ratio of paid transactions
49.84
44.27
Ratio of transactions pending payment
21.88
27.43
Euros
Total payments made
15,562,518
6,777,911
Total payments pending
3,689,510
1,174,472
Pursuant to the ICAC Resolution, to calculate the average payment period to suppliers, commercial
transactions corresponding to the accrued delivery of goods or provision of services from the date on which
Law 31/2014 of 3 December came into force, have been taken into consideration.
For the sole purpose of providing the information set out in the Resolution, suppliers are considered as trade
creditors concerning debts with suppliers of goods or services, included in the “Suppliers” and “Sundry
creditors” items of the current liabilities in the balance sheet.
The “average payment period to suppliers” is understood as the period of time that elapses from the delivery
of goods or the provision of services entrusted to the supplier and eventual payment of the operation.
The maximum legal payment period applicable to the Company in 2020 according to Law 3/2004, of 29
December, establishing measures to combat delinquency in commercial transactions, is 30 days from the
date on which said Law was published to the present (unless any of the conditions established therein are
fulfilled, allowing the maximum legal payment period to be extended to 60 days).
In accordance with Law 18/2022 of 28 September on the creation and growth of companies, the aim of which
is to reduce non-payment and financial support, the company discloses below the average time taken to pay
suppliers, the volume of money and the number of invoices paid in a period that is less than the maximum
set in the late payment regulations, as well as the percentage that these represent of the total number of
invoices and total money paid to its suppliers:
2022
Average payment period invoices paid in a period shorter than the legal maximum period
26.09
Number of invoices paid in less than the maximum legal period
1,520
Percentage of total number of paid invoices
66.61%
Euros
Amount of invoices paid in less than the legal maximum time limit.
13,037,097
Percentage of the total amount of paid invoices
83.77%
17. Guarantees undertaken with third parties
At 31 December 2022, the Company has a guarantee from Kutxabank to the Madrid City Council for the
proper disposal of waste in the amount of €6,431 for the specific refurbishment of the building at 42 Calle
Pradillo.
39
18. Public administrations and tax situation
18.1. Current balances with Public Administrations
The breakdown of the accounts receivable and payable from/to Public Administrations is as follows:
Euros
31/12/2022
31/12/2021
Owed
Due
Owed
Due
Withholdings during the year
20,362
-
7,346
-
Withholdings from previous years
9,837
-
-
-
Value Added Tax
-
306,938
-
755,463
Personal Income Tax
-
51,381
-
20,971
Rent withholdings
-
505
-
-
Withholdings on movable capital
-
30,287
-
-
Social Security
-
7,483
-
6,462
Total
30,199
396,594
7,346
782,896
The net result of the corporate income tax for 2021 increases by 2,491 euros (from 7,346 euros to 9,837
euros) due to the withholdings on the real estate capital of the community of owners of Glorieta de Cuatro
Caminos 6 and 7, received after the end of the year but included in the calculation of the tax and the refund
requested in July 2022.
The notice of refund from the tax authority was received on 6 February 2023. The notification shows a
surcharge of 9 euros for interest on arrears, so that the total net amount of the refund is 9,846 euros.
18.2 Reconciliation between accounting profit or loss and the tax base
The reconciliation between the accounting profit or loss and the Corporation Tax base in 2022 and 2021 was
as follows:
Euros
2022
2021
Profit (loss) before tax
14,254,856
21,824,771
Permanent differences
-
-
Temporary differences
162,102
219,312
Prior tax base
14,416,958
22,044,083
Tax base (0%)
14,416,958
22,044,083
Tax base (25%)
-
-
Offsetting of negative tax bases
-
-
Tax base at 0%
14,416,958
22,044,083
Tax base at 25%
-
-
Total tax liability (0%)
-
-
Total tax liability (25%)
-
-
Withholdings and interim payments
20,362
7,346
Net (payable)/refunded
20,362
7,346
Temporary differences in 2022 that changed the pre-tax accounting profit amounted to 162,102 euros and
corresponded to:
- Downward adjustment for the recovery of the depreciation allocation for non-deductible property
investments pursuant to Law 16/2012, establishing that accounting depreciation of tangible and
intangible fixed assets, in addition to property investments, were only deductible up to 70% of the
depreciation that would have been fiscally deductible recovering, from 2015, on a 10-year straight-
line basis, the amount of 441,736 euros.
- Upward adjustment for the impairment of property investments in 2022 in the amount of 664,400
euros.
40
- Downward adjustment as a consequence of the reversal of impairment on real estate investments
amounting to 111,101 euros.
- In 2022, amortisation of the goodwill arising from the merger (see Note 1) in the year was
recognised as a temporary difference amounting to 50,538 euros.
At the end of 2022, the Company has temporary differences pending allocation of 5,847,095 euros
(5,518,708 euros in 2021), for which the deferred tax asset has not been booked given that the levy
applicable is 0%. Said temporary differences include the amount of adjusted depreciation in 2013 and 2014
pending deduction in the amount of 425,558 euros, in addition to the impairment of property investments in
the amount of 5,421,537 euros.
At 31 December 2022, the Company had tax bases to be offset of 357,592 euros (357,592 euros at 31
December 2021).
At the end of 2022, there were no financial expenses that have not been deducted from the tax base for
corporation tax.
Furthermore, at 31 December 2022, tax credits yet to be applied were recognised for the sum of 453 euros
(same amount at 31 December 2021).
Pursuant to Article 9.2 of Law 11/2009 of 26 October governing Listed Real Estate Investment Trusts, as
amended by Law 16/2012 of 27 December, the tax self-assessment return has to be filed on the part of the
period's tax base which proportionally corresponds to the dividend whose distribution has been resolved
with regard to the profit obtained in the year. As indicated in Note 4, at 2022 year-end the directors proposed
to the shareholders to pay dividends of 12,653,959 euros (15,148,123 euros in 2021) and, accordingly,
corporation tax was payable on this dividend in the amount of 0 euros.
Furthermore, pursuant to Article 6 of Law 11/2009 of 26 October, amended by Law 16/2012 of 27 December,
the Company is obliged to distribute dividends equal to at least 50 percent of the profits resulting from the
transfer of the real estate assets and shares or interests referred to in paragraph 1, Article 2 of said Law
which are carried out once the periods referred to in paragraph 3, Article 3 of this Law have elapsed and
which are allocated to fulfilling its main corporate purpose. The rest of such profits must be reinvested in
other properties or interests included under the corporate purpose within the three years following the date
of transfer. Failing this, such profits must be fully distributed together with the profits, if any, from the year in
which the reinvestment period ends. If the elements subject to reinvestment are transferred before the
maintenance period established in paragraph 3, article 3 of this Act elapses, those profits must be fully
distributed together with the profits, if any, from the year in which they have been transferred.
To this end, in 2022 the Company recognised income on the sale of real estate assets for the sum of 350,824
euros following the sale of the various developments in Vallecas, Sanchinarro and Coslada (8,988,341 euros
in 2021 of net profit following the allocation of transaction costs incurred as part of the sale of the property).
During 2022, more than 50% of the profit obtained on said sale was reinvested in real estate assets, meaning
that the reinvestment requirement indicated above has been complied with.
Corporation tax expenditure
Following the application of Law 11/2021, of 9 July and Order HFP/1430/2021, of 20 December approving
the “special taxation on undistributed profit by real estate investment trusts” as part of corporation tax in the
self-assessment category, the Company has not set aside provisions for corporation tax until the Company's
General Shareholders Meeting approves the distribution of profit for 2022.
41
Additional information on Deferred Income
A. Compañía Ibérica de Rentas Urbanas 2009, SOCIMI, S.A.U.
Compañía Ibérica de Rentas Urbanas 2009, SOCIMI, S.A.U. was incorporated as a result of the partial spin-
off of the company, Cogein, S.L. (now S.L.U.) which took place on 22 December 2009. The assets
contributed by Cogein, S.L. (now S.L.U.) were subject to the tax neutrality regime.
Pursuant to the foregoing, in order to comply with the provisions of Article 86 of the LIC, the following
information is hereby included:
a) Tax period in which the transferor, Cogein, S.L. (now S.L.U.) acquired the transferred assets:
- Hotel Tryp Atocha: 2001 (sold in 2015)
- Rutilo premises: 2000 (sold in 2019)
- Hotel Innside Meliá Gran Vía: 2002
- Retail outlet at Gran Vía 34: 2002
- Retail outlet on Dulcinea: 1995
- Pradillo 42 offices: 2009
- Albalá 7 premises: 2003
- Gran Vía 1 1º and 2º derecha offices: 1993
- Gran Vía 1 1º izquierda premises: 1998
b) List of assets acquired that are included in the accounting records for a value different to that for
which they were included in those of the transferor entity prior to the transaction being carried out,
indicating both values, as well as the valuation adjustments made to the accounting records of the
two entities:
Data at 31 December 2022
Property
Euros
N.T.V.:
M.V.T.:
R.D.
Gran Vía,1 1º izquierda
541,883
2,730,000
2,188,117
Gran Vía,1 1º derecha
474,791
3,013,000
2,538,209
Gran Vía,1 1º izquierda
570,505
2,873,000
2,302,495
Gran Vía 34 hotel and premises
45,845,703
43,065,500
-2,780,203
Dulcinea premises
446,843
1,525,000
1,078,157
Albalá 7 premises
846,985
2,873,300
2,026,315
Pradillo, 42
17,762,500
18,227,308
464,808
Total
66,489,210
74,307,108
7,817,898
N.T.V.: Net tax value
M.V.T.: Market value of transfer
R.D. Deferred income
c) No tax benefits are enjoyed by the transferor entity concerning which the absorbed entity must
comply with specific requirements pursuant to the provisions of Article 84.1 of the Corporation Tax
Act (“LIS”).
B. Compañía Ibérica de Bienes Raíces 2009, SOCIMI, S.A.U.
Compañía Ibérica de Bienes Raíces 2009, SOCIMI, S.A.U. was established following the partial division of
Isla Canela, S.A., which occurred on 29 December 2009. The assets contributed by Isla Canela, S.A. were
treated under the tax neutrality system.
Pursuant to the foregoing, in order to comply with the provisions of Article 86 of the LIC, the following
information is hereby included:
a) Tax period during which the transferring entity, Isla Canela, S.A., acquired the transferred assets:
42
- Gran Vía 1 2º izquierda: 1987
- Marina Isla Canela Shopping Mall: 2000
- Hotel Barceló: 1998
- Hotel Atlántico: 2000
- Hotel Playa Canela: 2002
- Hotel Iberostar: 2002
- Hotel Golf Isla Canela: 2007
b) List of assets acquired that are included in the accounting records for a value different to that for
which they were included in those of the transferor entity prior to the transaction being carried out,
indicating both values, as well as the valuation adjustments made to the accounting records of the
two entities:
Data at 31 December 2022
Property
Euros
N.T.V.:
M.V.T.:
R.D.
Gran Vía 1 2º izquierda
374,654
1,940,000
1,565,346
Marina Isla Canela Shopping Mall
1,798,346
4,700,000
2,901,654
Hotel Barceló
7,090,735
23,700,000
16,609,265
Hotel Atlántico
18,667,707
29,200,000
10,532,293
Hotel Playa Canela
14,984,936
15,900,000
915,064
Hotel Iberostar
18,358,560
23,700,000
5,341,440
Hotel Isla Canela Golf
4,147,317
4,700,000
552,683
Total
65,422,255
103,840,000
38,417,745
N.T.V.: Net tax value
M.V.T.: Market value of transfer
R.D. Deferred income
c) No tax benefits are enjoyed by the transferor entity concerning which the absorbed entity must
comply with specific requirements pursuant to the provisions of Article 84.1 of the Corporation Tax
Act (“LIS”).
In 2013 the absorbed company, Compañía Ibérica de Bienes Raíces 2009, SOCIMI, S.A.U., in turn absorbed
the company, Compañía Ibérica de Rentas Urbanas 2009, SOCIMI, S.A.U., so that it acquired all its assets
and liabilities. The properties acquired by Compañía Ibérica de Rentas Urbanas 2009, SOCIMI, S.A.U. were
the result of a restructuring deal in which the transferor Cogein, S.L. (now S.L.U.) ) exercised the power
currently referred to in Article 77.2 of the Corporation Tax Act.
C. Bensell Mirasierra, S.L.U.
Due to the subsequent acquisition and merger of this investee with the Company, a new deferred income of
5,506,170 euros arose as a result of the difference between the net tax value and the acquisition and merger
value.
Data at 31 December 2022
Property
Euros
N.T.V.:
M.V.T.:
R.D.
Valle de la Fuenfría, 3
12,117,499
17,623,669
5,506,170
Total
12,117,499
17,623,669
5,506,170
N.T.V.: Net tax value
M.V.T.: Market value of transfer
R.D. Deferred income
18.3 Years open for review and tax audits
In accordance with prevailing legislation in Spain, taxes cannot be considered to have been definitively
settled until the returns filed have been inspected by the tax authorities or until the four-year statute of
limitations period has elapsed. At year-end 2022, the Company's taxes corresponding to the last four years
remained open to inspection. The Directors of the Company consider that the settlements of the above-
mentioned taxes have been properly filed. Hence, although discrepancies may arise regarding the tax
treatment given to the operations due to the interpretation of prevailing regulations, any liabilities that may
43
eventually result from them, should they come about, will not significantly affect the annual accounts attached
hereto.
18.4 Reporting requirements as a REIT
This information is set out in Annex 1 attached (Law 11/2009 amended by Law 16/2012).
19. Income and expenses
19.1 Net turnover, other operating income and subsidies
The breakdown of these items at 31 December 2022 and 2021 is as follows:
Euros
2022
2021
Hotels
9,747,961
6,389,336
Offices
11,331,546
9,266,406
Retail
9,564,815
7,443,982
Industrial
-
982,093
Rental subtotal
30,644,323
24,081,817
Provision of sundry services
63,007
38,396
Capital grants taken to profit and loss
56,351
56,351
Total income
30,763,680
24,176,564
The Company's entire turnover in 2022 and 2021 was generated in Spain.
19.2 Staff costs
The balance of this item in 2022 and 2021 was comprised as follows:
Euros
2022
2021
Wages and salaries:
Wages, salaries and similar outgoings
358,311
340,467
National Insurance contributions:
Social Security contributions incurred by the company
74,088
68,559
Other social expenses
53,704
54,524
Total
486,103
463,550
19.3 External charges for services, taxes and similar levies
The breakdown of this item for 2022 and 2021 is as follows:
Euros
2022
2021
Leases
27,921
18,306
Repairs and maintenance
851,544
525,084
Independent professional services
365,912
858,745
Insurance policies
78,669
76,693
Banking services and similar
9,012
14,128
Advertising and public relations
21,951
3,975
Supplies
1,245,470
632,759
Other services
410,322
251,867
Other levies
2,289,343
2,014,701
Total
5,300,144
4,396,258
44
20. Related-party transactions and balances
20.1 Related-party transactions
The transactions made with related companies in 2022 and 2021 were as follows:
Euros
31/12/2022
31/12/2021
Financial
Income
Financial
Financial
Income
Income
income
income
income
income
Isla Canela, S.A.
126,218
108,891
-
91,501
103,318
540
Promociones y Construcciones PYC Pryconsa, S.A.
670,098
25,253
26,519
215,644
24,208
38,663
Planificación Residencial y Gestión, S.A.U.
5,317
689
-
-21
434
-
Cogein, S.L.U.
-
751
132,886
-
753
-
Propiedades Cacereñas, S.L.U.
-
294
-
-
295
-
Triangulo Plaza Cataluña, S.L.
-
260
-
-
259
-
Jardins Sottomayor - Imobiliária e Turismo, SA
-
3,267
-
-
3,209
-
Codes Capital Partners, S.L.U.
-
-
-
-
319
-
Cotos Capital S.L.
-
322
-
-
-
-
Pryconsa Senyor, S.L.
-
5,813
-
-
3,121
-
Promoción, Gestión y Marketing Inmobiliario, S.L.
-
1,208
-
-
751
-
Per 32, S.L.
-
183
-
-
200
-
Total
801,633
146,931
159,405
307,124
136,867
39,203
At 31 December 2022, the relationship between the companies with which the Company has relevant
“Related party transactions and balances” is as follows:
- Isla Canela, S.A.: Company 93.90% owned by PER 32, S.L.
- Promociones y Construcciones PYC Pryconsa, S.A.: Direct shareholder of the Company with an
11.19% stake.
20.2 Balances with related companies
Balances with related companies at 31 December 2022 and 2021 are as follows:
2022
Euros
Loans granted to related
companies (Note 9)
Loans received from
related companies
Cogein, S.L.U.
-
3,461,920
Total
-
3,461,920
2021
Euros
Loans granted to related
companies (Note 9)
Loans received from
related companies
Promociones y Construcciones PYC, Pryconsa, S.A. (Note 8)
-
38,400
Total
-
38,400
The main agreements currently in force which the Company has with related companies are as follows:
- On 30 April 2018, the Company signed a lease agreement for parking spaces with Promociones y
Construcciones, PYC, Pryconsa, S.A., under which the latter leases 17 parking spaces to the
Company located in the building at Glorieta de Cuatro Caminos, 6 and 7, Madrid. The contract term
45
is for five years, starting on 1 May 2018, extendable for five-year periods unless expressly agreed
by the parties.
- On 28 April 2017, the Company entered into a technical service provision agreement with
Promociones y Construcciones PYC Pryconsa, S.A., consisting of (i) technical assistance with the
properties constructed by the latter and (ii) integrated project management of remodelling,
refurbishment or adaptation works to properties owned by the Company, in exchange for
remuneration of 5% calculated using the value of the works performed under the aforementioned
contract. The duration of this contract was established for an annual period, tacitly renewable for
annual periods, unless the parties expressly indicate otherwise.
- On 11 June 2014, the Company entered into a service provision agreement with Promociones y
Construcciones, PYC, Pryconsa, S.A., whereby the latter would provide the Company with an
integrated management assistance service for legal, administrative and tax services, in addition to
granting the use of space. The contact's term runs for one year and can be extended unless
contested by the parties.
- On 1 September 2022, the various companies in the PER 32 group signed a framework agreement
on mutual financing, under which any company with surplus liquidity can finance the other
companies requiring such financing at market conditions, provided their financing needs are met.
The agreement has a term of three years, which can be automatically extended for another three
years unless one of the companies waives it.
As a result of the mergers set out in Note 1, all obligations and rights deriving from the following agreements
between Promociones y Construcciones PYC Pryconsa, S.A. and Isla Canela, S.A were transferred to the
Company:
- On 1 June 2012, Isla Canela S.A. and Compañía Ibérica de Bienes Raíces 2009, SOCIMI, S.A.U.
entered into a technical services provision agreement for the maintenance of the hotels owned by
Compañía Ibérica de Bienes Raíces 2009, SOCIMI, S.A.U. Pursuant to the aforementioned
agreement, Isla Canela, S.A. provides the Company with an integrated preventive maintenance
service for the hotels owned by the Company in Isla Canela. The agreement is annual but may be
tacitly extended by the parties on an annual basis, although either of the parties may terminate it at
any time.
Additionally, the aforementioned technical services contract establishes that Isla Canela, S.A.
provides the Company with the full project management service for remodelling, renovating or
adaptation works which may be necessary on the hotels owned by the Company in Isla Canela.
- On 31 December 2012, Isla Canela S.A. and Compañía Ibérica de Bienes Raíces 2009, SOCIMI,
S.A.U. signed a hotel property lease agreement (for Hotel Isla Canela Golf). The contract is renewed
on a three-year basis with the current maturity date of 31 December 2023.
- On 1 November 2022, a sublease agreement was signed with the company Planificación
Residencial y Gestión, S.A.U. for part of the second floor of the office building at Glorieta de Cuatro
Caminos 6 and 7. The term of the sublease is the same as that of the lease signed by Planificación
Residencial y Gestión, S.A.U. as lessee.
46
21. Remuneration for the Board of Directors and Senior Management
The total remuneration due in 2022 and 2021 for all items of the members of the Board of Directors and the
senior management of Saint Croix Holding Immobilier, SOCIMI, S.A. and people performing similar duties at
the end of each year can be summarised as follows:
Euros
2022
2021
Fixed remuneration
40,000
40,000
Variable remuneration
1,000
1,000
Allowances
10,000
10,000
Total
51,000
51,000
The functions of Senior Management are exercised by the members of the Board of Directors.
Furthermore, at 31 December 2022 and 2021, there were no advances or credits or any other kind of pension
or life insurance guarantees or obligations in connection with current and former members of the Board of
Directors.
During 2022 and 2021, the Company has not paid any amounts on the grounds of civil liability insurance
associated with the Directors.
Likewise, there have been no agreements between the Company and any of the Directors or persons acting
on their behalf, linked to operations other than in the normal course of business or that have not been
undertaken in normal conditions.
The number of Directors distributed by gender was as follows in 2022 and 2021:
2022
2021
Male
Female
Total
Male
Female
Total
3
2
5
3
2
5
Additionally, the Board of Directors has a non-Director Secretary of the Board who is male.
22. Information on conflicts of interest among the Directors
At year-end 2022, neither the members of the Board of Directors of Saint Croix Holding Immobilier, SOCIMI,
S.A. or the parties related to them, as laid down pursuant to the Corporate Enterprises Act, had reported to
the other members the Board of Directors any direct or indirect conflict of interests with those of the
Company.
23. Other information
23.1 Personnel
The average number of people employed in 2022 and 2021 broken down by job category is as follows:
2022
2021
Management
1
1
Technical staff
1
1
Administrative staff
4
4
Total
6
6
47
Likewise, the distribution by gender at the end of 2022 and 2021 broken down by category was as follows:
2022
2021
Male
Female
Male
Female
Directors
3
2
3
2
Management
1
-
1
-
Technical staff
1
-
1
-
Administrative staff
2
2
2
2
Total
7
4
7
4
No individuals with a level of disability equal to or greater than 33% were employed at year-end 2022 and
2021.
23.2 Audit fees
The fees for account auditing services and other services provided by the Company's auditor, BDO
Auditores, S.L.P., or by a company related to the auditor or jointly owned or controlled by it were as follows
in 2022 and 2021:
Euros
Services provided by the auditor of
accounts and related companies
2022
2021
Audit services
29,380
28,250
Other verification services
-
-
Total audit and related services
29,380
28,250
Tax advisory services
-
-
Other services
-
-
Total professional services
29,380
28,250
24. Environmental information
Environmental activities consist of any activities aimed at preventing, reducing or repairing damages
produced to the environment.
The corporate purpose of the Company, as provided for in its Articles of Association, is stated in Note 1.
In view of the Company’s activities, it does not have direct environmental responsibilities, expenses, assets
or provisions nor contingencies which could have a significant impact in relation to the capital, financial
situation and the results thereof. As a result, no specific breakdowns of information on environmental matters
have been included in these notes to the financial statements.
At 31 December 2022 and 2021, the Company had not booked any provision for possible environmental
risks, given that the Directors do not believe that there are any significant contingencies related to possible
litigation, compensation or other concepts.
48
25. Segmented reporting
2022
Euros
Hotels
Offices
Retail
Others
Total
Income
9,785,315
11,352,483
9,569,532
-
30,707,329
Indirect costs
-1,105,863
-2,505,625
-1,541,024
-
-5,152,512
Net Margin
8,679,451
8,846,859
8,028,508
-
25,554,818
General expenses
-201,949
-234,292
-197,495
-
-633,736
EBITDA
8,477,503
8,612,567
7,831,012
-
24,921,082
% of income
86.63%
75.87%
81.83%
-
81.16%
Depreciation
-2,327,936
-2,519,145
-1,135,839
-3,203
-5,986,123
Subsidies
56,351
-
-
-
56,351
Extraordinary profits (losses)
-20,765
-
-
-
-20,765
Profit/(loss) on disposal of real estate assets
-
350,824
-
-
350,824
Impairment/Reversal of real estate assets
-
-478,824
-
-
-478,824
Financial profit (loss)
-
-779,421
-155,478
-3,652,788
-4,587,688
EBT
6,185,153
5,186,000
6,539,695
-3,655,991
14,254,857
Corporation tax
-
-
-
-
-
Net profit (loss)
6,185,153
5,186,000
6,539,695
-3,655,991
14,254,857
% of income
63.21%
45.68%
68.34%
0.00%
46.42%
2021
Euros
Hotels
Offices
Retail
Industrial
Others
Total
Income
6,406,676
9,287,463
7,443,982
982,092
-
24,120,213
Indirect costs
-978,469
-2,156,471
-498,108
-52,939
-
-3,685,987
Net Margin
5,428,206
7,130,992
6,945,874
929,153
-
20,434,226
General expenses
-162,774
-235,966
-189,129
-24,952
-
-612,822
EBITDA
5,265,432
6,895,026
6,756,745
904,201
-
19,821,404
% of income
82.19%
74.24%
90.77%
92.07%
-
82.18%
Depreciation
-2,269,685
-2,246,719
-1,040,657
-132,021
-1,527
-5,690,608
Subsidies
56,351
-
-
-
-
56,351
Extraordinary profits (losses)
24,854
-
-
-
-
24,854
Profit/(loss) on disposal of real estate assets
-
8,961,619
-
-
-
8,961,619
Impairment/Reversal of trade operations
-
-
6,456
-
-
6,456
Impairment/Reversal of real estate assets
-
-73,669
-311,929
-
-
-385,598
Financial profit (loss)
-
-722,904
-416,146
53,318
116,026
-969,706
EBT
3,076,952
12,813,352
4,994,470
825,498
114,499
21,824,771
Corporation tax
-
-
-
-
-
-
Net profit (loss)
3,076,952
12,813,352
4,994,470
825,498
114,499
21,824,771
% of income
48.03%
137.96%
67.09%
84.06%
-
90.48%
The breakdown of the income and net book value of real estate assets, including property, plant and
equipment in progress, at 31 December 2022 and 31 December 2021 is as follows:
Euros
31/12/2022
31/12/2021
Income
%
Net cost
Income
%
Net cost
Hotels
9,785,315
31.87%
102,661,073
6,406,676
26.56%
104,555,281
Offices
11,352,483
36.97%
209,919,449
9,287,463
38.50%
171,032,481
Retail
9,569,532
31.16%
96,818,388
7,443,982
30.86%
98,012,024
Industrial
-
-
-
982,092
4.07%
-
Institutional
-
-
14,214,881
-
-
-
Plots
-
-
-
-
-
23,357,622
Total income
30,707,329
100%
423,613,790
24,120,213
100.00%
396,957,408
49
The breakdown of contribution to income from a geographic standpoint is as follows:
Euros
31/12/2022
31/12/2021
Income
%
Income
%
Madrid
22,306,777
72.64%
18,467,232
76.56%
Huelva
8,400,553
27.36%
5,652,981
23.44%
Castellón
-
-
-
-
Total
30,707,329
100.00%
24,120,213
100.00%
Furthermore, it is of interest to highlight the evolution of the occupation rates by type of asset from the
standpoint of asset types: The occupation rate of the Company's assets allocated to leases at 31 December
2022 amounted to 92% of the floor space (sq.m.) leased (92% in 2021), which breaks down as follows:
31/12/2022
31/12/2021
m2
Occupation
m2
Occupation
Hotels
99,408
100.00%
80,135
100.00%
Offices
62,406
95.41%
45,861
89.52%
Retail
40,852
61.73%
40,736
80.40%
Institutional
19,273
100.00%
-
-
Total
221,938
91.66%
166,732
92.33%
With respect to Plot TER.02-178-A (Valdebebas) for hotel and institutional use, in 2022, following the signing
of two leases for future use and the commencement of construction, the Company included the square
metres of this property in the gross leasable area for hotel and institutional use, which was divided into two
resulting properties in 2022, each with a total area of 19,273 m2.
During 2022, the occupancy rate of properties was maintained compared to the rate recorded at 31
December 2021.
26. International Financial Reporting Standards
Pursuant to Article 525 of the Corporate Enterprises Act, companies that have issued securities which are
traded on a regulated market in any Member State of the European Union, in terms of Article 1.13 of Directive
93/22/EEC of the Council, of 10 May 1993, concerning investment services in the scope of traded securities
and which, pursuant to the regulations in force, only publish separate financial statements, shall be obliged
to state the main variations in shareholders' equity in the notes to the financial statements and in the profit
and loss account, when applying the International Financial Reporting Standards adopted by the European
Union (hereinafter, “the IFRS-EU”).
Having applied the General Accounting Plan approved under Royal Decree 1514/2007, of 16 November,
amended by Royal Decree 1159/2010, amended in 2016 by Royal Decree 602/2016 and amended by Royal
Decree 1/2021 of 12 January, to the Company's operations, there are no significant differences between
said rule and the IFRS-EU, with the exception of the inclusion of capital grants, net of their corresponding tax
effect, in the Company's net equity.
At the end of 2022 and 2021, the Company does not have any lease agreements in force under which it acts
as a lessee (operating lease) and therefore IFRS 16 does not apply to the recognition of a right to use the
asset and a liability for the lease.
Furthermore, the amendments to IFRS 16 “Leases: COVID-19 Related Rent Concessions beyond 30 June
2021”, which applies on a mandatory basis from 1 April 2021 onwards, does not have any impact on the
Company’s equity and profit.
50
27. Subsequent disclosures
From 31 December 2022 until the date of preparation of the Company's financial statements for 2022, no
relevant events have occurred that need to be specified in this section with the exception of the following:
- On 13 January, the Company signed a line of financing for working capital with personal guarantee
in the amount of 7,500,000 euros with Banca March, freely available and maturing on 13 January
2024.
- On 6 February 2023, the Company made the second and final drawdown of 12,000,000 euros of
the loan arranged with Bankinter in 2022 to finance the refurbishment and start-up of the tertiary
building owned by the Company and located at calle Arapiles 14 in Madrid. The work was
completed at the end of December 2022, as the conditions precedent required for this drawdown
had been fulfilled by that date, which has now occurred.
- On 23 February 2023, the Company entered into a mortgage loan with Banco Santander for
36,000,000 euros to finance the construction of a private hospital on plot TER.02-178-A1 located at
Calle Gustavo Pérez Puig No. 66 in Madrid, which is owned by the Company. This hospital will be
operated by Sanitas S.A. de Hospitales on the basis of the lease agreement signed between the
parties in 2022. This loan has a drawdown and grace period of 3 years and an additional 10-year
amortisation period with increasing instalments.
- On February 28, 2023, the Company has formalized a loan with a personal guarantee with Banco
Santander of 10,000,000 euros in order to finance its working capital. This loan has a maturity of 12
months.
51
Annex 1. Reporting requirements as a REIT
Description
2022
a) Reserves from years prior to the application of the tax
scheme set forth in Law 11/2009, as amended by Law
16/2012 of 27 December.
As is set out in Note 1, the Company was incorporated on 1 December 2011
in Luxembourg without having allocated any prior year's profits to reserves.
b) Reserves of each financial year in which the special tax
regime set forth in said Law applies.
Profits allocated to reserves by the Company
- Profits in 2014 allocated to reserves: 921,102 euros
- Profits in 2015 allocated to reserves: 2,776,186 euros
- Profits in 2016 allocated to reserves: 1,724,518 euros
- Profits in 2017 allocated to reserves: 1,320,042 euros
- Profits in 2018 allocated to reserves: 1,455,425 euros
- Profits in 2019 allocated to reserves: 1,730,153 euros
- Profits in 2020 allocated to reserves: 944,411 euros
- Profits in 2021 allocated to reserves: 6,676,648 euros
Profits applied to reserves by the absorbed company COMPAÑÍA
IBÉRICA DE BIENES RAÍCES 2009, SOCIMI, S.A.U.
- Profits in 2009 allocated to reserves: 936,358 euros
- Profits in 2010 allocated to reserves: 871,431 euros
- Profits in 2011 allocated to reserves: 1,000,888 euros
- Profits in 2012 allocated to reserves: 43,627 euros
- Profits in 2013 allocated to reserves: 470,286 euros
- Profits in 2014 allocated to reserves: 1,208,270 euros
- Profits in 2015 allocated to reserves: 3,699,608 euros
Profits applied to reserves by the absorbed company INVERETIRO,
SOCIMI, S.A.U.
- Profits in 2015 allocated to reserves: 477,756 euros
- Profits from income subject to the general tax levy.
- Tax gain of 2019 for the sale of Rutilo 21, 23 and 25: 572,893 euros
- Profits from income subject to tax at a levy of 19%.
Profits applied to reserves by the absorbed company COMPAÑÍA
IBÉRICA DE BIENES RAÍCES 2009, SOCIMI, S.A.U.
- Profits in 2009 allocated to reserves: 936,358 euros
- Profits in 2010 allocated to reserves: 871,431 euros
- Profits in 2011 allocated to reserves: 1,000,888 euros
- Profits in 2012 allocated to reserves: 43,627 euros
- Profits from income subject to tax at a levy of 0%.
Profits allocated to reserves by the Company
- Profits in 2014 allocated to reserves: 921,102 euros
- Profits in 2015 allocated to reserves: 2,776,186 euros
- Profits in 2016 allocated to reserves: 1,724,518 euros
- Profits in 2017 allocated to reserves: 1,320,042 euros
- Profits in 2018 allocated to reserves: 1,455,425 euros
- Profits in 2019 allocated to reserves: 1,730,153 euros
- Profits in 2020 allocated to reserves: 944,411 euros
- Profits in 2021 allocated to reserves: 6,676,648 euros
Profits applied to reserves by the absorbed company COMPAÑÍA
IBÉRICA DE BIENES RAÍCES 2009, SOCIMI, S.A.U.
- Profits in 2013 allocated to reserves: 470,286 euros
- Profits in 2014 allocated to reserves: 1,208,270 euros
- Profits in 2015 allocated to reserves: 3,699,608 euros
Profits applied to reserves by the absorbed company INVERETIRO,
SOCIMI, S.A.U.
- Profits in 2015 allocated to reserves: 477,756 euros
c) Dividends paid out and charged to profits of each
financial year in which the tax scheme set forth in this
Law can be applied.
Dividends distributed by the Company
- Distribution of dividends in 2015: 6,979,719 euros
- Distribution of dividends in 2016: 13,958,138 euros
- Distribution of dividends in 2017: 11,880,376 euros
- Distribution of dividends in 2018: 13,098,821 euros
- Distribution of dividends in 2019: 12,526,626 euros
- Distribution of dividends in 2020: 8,499,697 euros
- Distribution of dividends in 2021: 15,148,124 euros
Dividends distributed by the absorbed company COMPAÑÍA IBÉRICA DE
BIENES RAÍCES 2009, SOCIMI, S.A.U.
- Distribution of dividends in 2009: 3,382,919 euros
- Distribution of dividends in 2010: 3,121,886 euros
- Distribution of dividends in 2011: 3,585,669 euros
- Distribution of dividends in 2012: 156,295 euros
- Distribution of dividends in 2013: 1,209,306 euros
- Distribution of dividends in 2014: 10,874,427 euros
- Distribution of dividends in 2015: 14,799,010 euros
Dividends distributed by the absorbed company INVERETIRO, SOCIMI,
52
S.A.U.
- Distribution of dividends in 2015: 1,987,206 euros
- Dividends from income subject to the general tax
levy.
-
- Dividends from income subject to taxation at 18%
(2009) and 19% (2010 to 2012).
Dividends distributed by the absorbed company Compañía Ibérica de
Bienes Raíces 2009, SOCIMI, S.A.U.
- Distribution of dividends in 2009: 3,382,919 euros
- Distribution of dividends in 2010: 3,121,886 euros
- Distribution of dividends in 2011: 3,585,669 euros
- Distribution of dividends in 2012: 156,295 euros
- Dividends from income subject to tax at a levy of 0%.
Dividends distributed by the Company
- Distribution of dividends in 2015: 6,979,719 euros
- Distribution of dividends in 2016: 13,958,138 euros
- Distribution of dividends in 2017: 11,880,376 euros
- Distribution of dividends in 2018: 13,098,821 euros
- Distribution of dividends in 2019: 12,526,626 euros
- Distribution of dividends in 2020: 8,499,697 euros
- Distribution of dividends in 2021: 15,148,124 euros
Dividends distributed by the absorbed company COMPAÑÍA IBÉRICA DE
BIENES RAÍCES 2009, SOCIMI, S.A.U.
- Distribution of dividends in 2013: 1,209,306 euros
- Distribution of dividends in 2014: 10,874,427 euros
- Distribution of dividends in 2015: 14,799,010 euros
Dividends distributed by the absorbed company INVERETIRO, SOCIMI,
S.A.U.
- Distribution of dividends in 2015: 1,987,206 euros
d) Dividends paid out and charged to reserves
-
- Dividends charged to reserves subject to taxation at
the general tax levy.
-
- Dividends charged to reserves subject to taxation at
19%.
-
- Dividends charged to reserves subject to taxation at
0%.
-
e) Date of the dividend pay-out resolution referred to by
items c) and d) above.
Dividends distributed by the Company
- 2015 dividends: 01/04/2016
- 2016 dividends: 29/06/2017
- 2017 dividends: 26/04/2018
- 2018 dividends: 25/04/2019
- 2019 dividends: 30/06/2020
- 2020 dividends: 29/04/2021
- 2021 dividends: 27/04/2022
Dividends distributed by the absorbed company COMPAÑÍA IBÉRICA DE
BIENES RAÍCES 2009, SOCIMI, S.A.U.
- 2009 dividends: 29/06/2010
- 2010 dividends: 30/06/2011
- 2011 dividends: 28/06/2012
- 2012 dividends: 20/06/2013
- 2013 dividends: 30/06/2014
- 2014 dividends: 22/06/2015
- 2015 dividends: 01/04/2016
Dividends distributed by the absorbed company INVERETIRO, SOCIMI,
S.A.U.
- 2015 dividends: 01/04/2016
f) Acquisition date of the properties allocated to lease
which generate income subject to this special scheme
and that remain on the company's balance sheet on
the reporting date.
Properties from the absorbed company COMPAÑÍA IBÉRICA DE BIENES
RAÍCES 2009, SOCIMI, S.A.U.
The properties were owned by the absorbed company on 29/12/2009. Due to
the partial division transaction of Isla Canela, S.A., the dates of ownership are
as follows:
- Hotel Isla Canela Golf: 28/12/2007
- Hotel Barceló Isla Canela: 06/07/1998
- Hotel Iberostar Isla Canela: 01/07/2002
- Hotel Playa Canela: 16/05/2002
- Hotel Meliá Atlántico: 25/05/2000
- Marina Isla Canela Shopping Mall: 17/10/2000
- Property at Calle Gran Vía 1: 19/10/1987
The following real estate investments, which were acquired from the related
company Promociones y Construcciones, PYC, Pryconsa, S.A. were included
in 2012:
- Offices Sanchinarro VI: 29/11/2012
- Offices Sanchinarro VII: 29/11/2012
- Vallecas Comercial I: 30/10/2012
53
- Vallecas Comercial II: 30/10/2012
- Offices Coslada III: 29/11/2012
Properties from the absorbed company COMPAÑÍA IBÉRICA DE RENTAS
URBANAS 2009 SOCIMI, S.A.U.,
The properties were owned by the absorbed company on 22 December 2009.
Due to the partial spin-off of the related company, Cogein, S.L.U., the
ownership dates are as follows
- Hotel Innside Meliá Gran Vía: 16/05/2002
- Retail outlet at Gran Vía 34: 16/05/2002
- Retail outlet on Dulcinea: 21/09/1995
- Pradillo 41 offices: 27/02/2009
- Retail outlet at Albalá 7: 26/09/2003
- Gran Vía 1-1º and 2º Dcha offices: 15/10/1993
- Gran Vía 1-1º Izda offices: 10/02/1998
- Building on Plaza España, Castellón: 29/12/2011
Properties from the absorbed company INVERETIRO, SOCIMI, S.A.U.
- Titán 13 office: 12/02/2014
- Business premises at Conde de Peñalver 16: 01/12/2013
Properties from the absorbed company BENSELL MIRASIERRA, S.L.U.
Valle de la Fuenfría, 3: 09/03/2015
Direct acquisitions made by the Company and that remain under its control:
- Retail outlet at Gran Vía 55: 01/03/2016
- Edificio José Abascal 41: 02/12/2016
- Building at Orense, 62: 07/02/2017
- Business Premises at Goya, 59: 10/02/2017
- Business Premises at Glorieta de Cuatro Caminos, 6 and 7: 11/04/2018
- Juan Ignacio Luca de Tena 17 building: 31/01/2019
- Plot TER.02-178-A (Valdebebas): 09/09/2020
- Building at Arapiles, 14: 08/10/2021
- Sexta Avenida shopping centre: 30/11/2021
- Offices Santiago de Compostela 100 bis: 27/07/2022
- Offices Avenida de Cantabria 51: 27/07/2022
g) Acquisition date of interests in the capital of the
entities referred to in paragraph 1, Article 2 of this
Law.
2019: Unibail Rodamco. 6,950 shares (Current value 0.34 million euros)
2020: Inmobiliaria Colonial: 1,572,296 shares
2021: Inmobiliaria Colonial: 1,113,250 shares
(Total current value of Inmobiliaria Colonial 16.14 million euros)
h) Identification of the assets calculated within the eighty
per cent referred to by paragraph 1, Article 3 of this
Law.
The breakdown of real estate assets and their gross booked cost expressed
as millions of euros, is as follows:
Meliá Atlántico
36.40
Barceló Isla Canela
28.35
Iberostar Isla Canela
25.79
Meliá Innside Gran Vía
24.85
Playa Canela
17.51
Isla Canela Golf
5.28
Hotel Valdebebas (under construction)
14.89
Hotels
153.07
Pradillo 42
22.38
Sanchinarro VI
5.87
Sanchinarro VII
0.86
Titán 13
31.91
Valle de la Fuenfría, 3
18.23
José Abascal 41
25.61
Juan Ignacio Luca de Tena,17
30.80
Avda. Cantabria, 51
16.75
Santiago Compostela, 100 bis
22.33
Orense 62
4.40
Arapiles 14
36.27
Coslada III
0.21
Vallecas Comercial I
1.89
Gran Vía 1 (2º derecha)
2.87
Gran Vía 1 (1º derecha)
3.01
Gran Vía 1 (2º izquierda)
1.94
Offices
225.32
Gran Vía 34
21.53
Plaza España
15.10
Conde Peñalver 16
20.43
Gran Vía 55
13.46
Cuatro Caminos
7.12
Goya 59
15.81
54
Sexta Avenida shopping centre
10.95
Vallecas Comercial II
3.91
Marina Isla Canela Shopping Mall
4.72
Albalá 7
2.87
Gran Vía 1 (1º izquierda)
2.73
Dulcinea 4
1.53
Retail
120.14
Valdebebas Hospital (under construction)
14.21
Institutional
14.21
Total real estate assets:
512.75
Unibail Rodamco
0.34
Inmobiliaria Colonial:
16.14
Total:
529.23
i) Reserves from years in which the special tax regime
set forth in this Act has applied and which have been
drawn down during the tax period, but not for
distribution or to offset losses. The financial year from
which said reserves come should be indicated.
2019 profit allocated to voluntary reserves: 304,475 euros
55
Management Report
2022
56
SAINT CROIX HOLDING IMMOBILIER, SOCIMI, S.A.
Management report at year-end 2022
1. Explanation of figures at 31 December 2022
A breakdown of the main figures at 31 December 2022 compared to 31 December 2021 is provided below:
Euros
31/12/2022
31/12/2021
+ / -
Income
30,707,329
24,120,213
27%
Leases
30,644,323
24,081,817
Provision of sundry services
63,007
38,396
Operating expenses
-5,152,512
-3,685,987
40%
Net operating income (NOI)
25,554,818
20,434,226
25%
General expenses
-633,736
-612,822
3%
EBITDA
24,921,082
19,821,404
26%
Financial profit (loss)
-4,587,688
-969,706
373%
EBTDA
20,333,394
18,851,698
8%
Depreciation
-5,986,123
-5,690,608
Subsidies
56,351
56,351
Impairment/Reversal of trade operations
-
6,456
Impairment/Reversal of real estate assets
-478,824
-385,598
Other gains (losses)
-20,765
24,853
Gains (losses) Disposal of real estate assets
350,824
8,961,619
EBT
14,254,857
21,824,771
-35%
Corporation tax
-
-
Net profit (loss)
14,254,857
21,824,771
-35%
Sector indicators at 31 December 2022 and 31 December 2021
Euros
31/12/2022
Per share
31/12/2021
Per share
Recurring net profit
17,341,974
3.90
12,950,956
2.91
Net value of assets
553,905,533
124.41
535,119,847
120.19
Costs
5,786,247
4,859,809
Income
30,707,329
24,120,213
Cost/income ratio
18.84%
20.15%
Vacancy ratio
7.11%
4.52%
Net profitability
4.42%
4.52%
Main figures at 31 December 2022 and 31 December 2021
Financial year
31/12/2022
31/12/2021
Annualized income (millions)
29.27
25.77
FFO (mn)
24.84
19.25
FFO (/share)
5.58
4.32
GAV (mn)
680.36
619.67
NAV (mn)
553.59
535.12
ROA
3.06%
5.22%
ROE
4.57%
6.89%
Gross leasable surface area (risk-free m
2
) (*)
221,938
166,732
% occupancy at year end
91.66%
92.57%
Lease portfolio (mn)
221.19
229.46
WAULT
9.10
9.39
LTV
19.99%
15.41%
Net debt (mn)
138.32
97.51
Profit (euro/share)
3.20
4.90
Dividend (euro/share)
2.84
3.40
Gross profitability via dividend
4.32%
4.68%
APM definitions:
- GAV: Gross market value of real estate assets; NAV: Gross market value of real estate assets - net financial debt +/- other assets and
liabilities including loans to group companies and associates
- NOI: Gross operating income - Operating expenses.
- EBITDA: NOI - Other general costs.
- EBITDA: EBITDA - financial income.
57
- Recurring net profit: The Company's profit/(loss), eliminating the result derived from the sale of real estate assets, impairments and
reversals, changes in the fair value of equity instruments and the impact of corporation tax.
- Annualised income: Forecast of the income to be generated by the real estate assets owned at 12 months from the date of
information based on the contractual conditions at that date.
Funds from operations (FFO): Direct cash flow from the Company's operations, i.e. rental income less operating expenses and
exceptional expenses involving cash flow or cash movements.
Real estate investments (gross): At 31 December 2022, the Company's gross property investments came
to 512,747,941 euros. In 2022, the following investments and disinvestments took place:
Investments: Property investments made in 2022 totalled 52,068,463 euros. The main additions recorded
under this heading relate mainly to the following investments:
- On 27 July 2022, the Company signed a public deed for the acquisition of two office buildings
located at Avda. de Cantabria 51 and Calle Santiago de Compostela 100 bis in Madrid, owned by
El Corte Inglés, S.A. (the former) and Ason Inmobiliaria de Arrendos, S.L. (the latter). The total cost
associated with these two transactions was 39,082,702 euros.
- There were additions to assets under construction amounting to 12,705,159 euros, corresponding
to the cost of renovating and refurbishing hotels amounting to 941,903 euros, the buildings at Calle
Arapiles 14 (5,785,510 euros), Pradillo 42 (177,999 euros) and Titán 13 (73,424 euros) in Madrid,
as well as the Sexta Avenida shopping centre (58,500 euros) and the start of construction work on
the Valdebebas Hospital and Hotel in Madrid (5,667,823 euros), which will be leased to Sanitas S.A.
de Hospitales and Melíá Hotels International, S.A., respectively, once completed.
- Furthermore, the Company has incurred in costs of 280,602 euros, capitalised as the cost of
property investment.
Disposals: Property write downs for the gross amount of 4,582,569 euros were undertaken. The main write
downs in 2022 correspond to:
- Sale of several properties with their corresponding annexes in Vallecas Comercial I (13 units),
Sanchinarro VII (8 units) and Coslada III (6 units) for a gross cost of 4,582,569 euros, which have
been sold to third parties. These sales transactions gave rise to a combined net gain of 350,824
euros, which was recognised under “Impairment and gains or losses on disposals of non-current
assets” in the profit and loss account at 31 December 2022.
Transfers: During the year, ongoing real-estate investments have been transferred to property investments
for the sum of 7,128,552 euros (3,413,344 euros in 2021), as a result of the completion of refurbishment
work on several hotels (941,903 euros) and the building at Pradillo 42 (379,579 euros). Also on 27 December,
the office building at Calle Arapiles 14 in Madrid was handed over to the tenant Ontreo (Grupo Planeta) on
the occasion of the completion of the renovation of the building, which cost of which was 5,801,070 euros.
Dividends:
- Dividends payable by the Company to shareholders in 2023:
The proposed distribution of results for the 2022 year to be made by the directors of the Company to the
shareholders is as follows:
Euros
Profit at 31 December 2022
14,254,857
Legal reserve
1,425,486
Voluntary reserve
175,412
Dividends
12,653,959
The proposed distribution of profits to be made by the directors of the Company to the General Shareholders
Meeting entails the distribution, as dividends charged to 2022 profits, of 2.84 euros per share.
- Dividends paid out by the Company to shareholders in 2022:
The proposed distribution of results for 2021 to be made by the directors of the Company to the shareholders
is as follows:
58
Euros
Profit at 31 December 2021
21,824,771
Legal reserve
2,182,477
Voluntary reserve
4,494,171
Dividends
15,148,123
The proposed distribution of profits made by the directors of the Company to the General Shareholders'
Meeting entailed the distribution, as dividends charged to 2021 profits, of 3.40 euros per share. The gross
dividend for 2021 in the amount of 15,148,123 euros approved by the General Shareholders' Meeting on 27
April 2022 was paid in full on 3 May 2022.
Net financial debt: The Company has a net financial debt of 138,001,510 euros (97,508,331 euros at 31
December 2021). The breakdown of this debt is as follows:
Euros
31/12/2022
31/12/2021
José Abascal, 41
9,690,000
10,374,000
Titán, 13
9,708,654
10,511,131
Conde de Peñalver, 16
6,303,992
6,825,054
Valle de la Fuenfría, 3
7,763,333
8,266,780
Juan Ignacio Luca de Tena, 17
10,545,492
11,090,040
Glorieta de Cuatro Caminos 6 and 7
3,450,000
3,800,000
Arapiles 14
12,000,000
-
Hotel Valdebebas
3,000,000
-
Mortgage-backed debt
62,461,471
50,867,006
Bonds and debentures
-
2,000,000
Drawn down credit facilities
6,872,437
3,305,677
Long-term loans
70,413,976
42,000,000
Interest accrued pending maturity
392,903
184,454
Derivative
-314,055
283,008
Unsecured debt
77,365,260
47,773,138
Cash and bank
-1,825,221
-1,131,813
Net financial debt
138,001,510
97,508,331
(*) Excluding arrangement costs for loans signed in 2022.
At 31 December 2021, the “Bonds and debentures” item covered the issuance of two sets of Fixed Income
securities undertaken by the Company in 2016 as part of the “2015 Fixed Income Securities Issuance
Programme”, for an amount of 2,000,000 euros.
Average APR for the issuance was 2.73% per annum. The securities issued have been traded on the
Alternative Fixed Income Market, “MARF”, since 24 June 2016. The financial expenses resulting from the
aforementioned issuance, accrued and pending maturity in 2022, totalled 0 euros (26,165 euros in 2022),
recorded under “Financial expenses” in the attached profit and loss account.
The expenses incurred each year in connection with the issue, registration and maintenance of fixed-income
securities programs are registered in the Company's income statement for each year, due to their
immateriality. At 31 December 2022, these expenses amounted to 12,696 euros (44,419 euros at 31
December 2021). There have been no placement costs or fees.
At 31 December 2022, the Company had a mortgage debt of 62,461,471 euros pending maturity (50,867,006
euros at 31 December 2021) recorded under the “Long-term debts with credit institutions” and “Short-term
debts with credit institutions” items and correspond mainly to mortgage-backed loans taken out with several
financial institutions, which, at 31 December 2022, are pending maturity and repayment.
The Company's LTV at 31 December 2022 was 19.91% (15.41% at year-end 2021).
59
Income: At 31 December 2022, the Company had obtained total income of 30,707,329 euros (24,120,213
euros at 31 December 2021). The breakdown of income per asset type is as follows:
Euros
Variation in %
Like for Like
31/12/2022
31/12/2021
Growth
Growth
Hotels
9,785,315
6,406,676
52.74%
52.74%
Offices
11,352,483
9,287,463
22.23%
7.13%
Retail
9,569,532
7,443,982
28.55%
8.45%
Industrial
-
982,092
-100.00%
-
Income
30,707,329
24,120,213
27.31%
20.26%
Lease income increased by 27% year on year (21% when disregarding the effect of investments and
disposals during the year).
The most significant operating leases stem from lease agreements on the real estate assets on which their
operations are based. A breakdown of such minimum rental instalments is set out below:
In relation to the average duration of the leases per type of property, the WAULT (Weighted average
unexpired lease term) are detailed below:
WAULT
31/12/2022
31/12/2021
Hotels
8.64
9.01
Offices
6.56
6.81
Retail
11.07
11.74
Institutional
10
10.00
Total Average
9.07
9.39
NOI: Net Operating Income was positive and amounted to 25,554,818 euros (20,434,226 euros at 31
December 2021), an increase of 25%. The breakdown of NOI per asset type is as follows:
Euros
Change
31/12/2022
31/12/2021
%
Hotels
8,679,451
5,428,206
60%
Offices
8,846,859
7,130,992
24%
Retail
8,028,508
6,945,874
16%
Industrial
-
929,153
-100%
NOI
25,554,818
20,434,226
25%
EBITDA at 31 December 2022 was positive and amounted to 24,921,082 euros (19,821,404 euros in
December 2021), a year-on-year increase of 26%.
Financial profit (loss): There was a financial loss of 4,587,688 euros at 31 December 2022 (loss of 969,707
euros in December 2021). The breakdown of this loss is as follows.
- The financial income derived from the system of financing to the group and external amounted to
25,643 euros (116,080 euros in December 2021).
- Dividends have been collected on the stock market investments held by the Company for the sum
of 377,351 euros (345,905 euros in 2021).
- The Company's financial expenses were 2,073,585 euros (1,772,748 euros in December 2021) and
result from the Company's financing with credit institutions and the Alternative Fixed Income
Market.
Euros
Nominal value
31/12/2022
31/12/2021
Less than a year
29,272,582
25,769,308
Between one and five years
87,953,936
80,884,702
More than five years
103,961,317
122,805,156
Total
221,187,835
229,459,166
60
- The Company valued its portfolio of listed shares held in its assets at year-end, obtaining a negative
value adjustment of 2,917,097 euros (positive value adjustment of 341,056 euros in 2021).
At 31 December 2022, EBITDA was positive and amounted to 20,333,394 euros (18,851,698 euros at
December 2021), a year-on-year increase of 8%.
Depreciation: Depreciation expense was 5,986,123 euros (5,690,608 euros for the same period the previous
year). The increase of 5% results from the new investments made during 2022 and 2021.
Subsidies: Subsidy income stood at 56,351 euros (56,351 euros in December 2021).
Impairment/Reversal:
- In 2022, the amount of the net reversal of impairment losses on trade operations was 0 euros
(impairment of 6,456 euros in 2021).
- After the valuation of the Company's real estate assets, impairment of 664,400 euros has been
recorded, linked to the Offices segment, in addition to reversals of impairment of 185,405 euros,
also particularly in the Offices segment. The net impact on the income statement for 2022 was
therefore negative in the amount of 478,824 euros (385,598 euros in 2021).
Profit/(loss) on disposal of real estate assets: During 2022, the following divestments were recorded:
- Sale of several properties with their corresponding annexes in Vallecas Comercial I (13 units),
Sanchinarro VII (8 units) and Coslada III (6 units) for a gross cost of 4,582,569 euros, which were
sold to third parties. These sale transactions generated a combined gain of 350,824 euros.
At 31 December 2022, EBT is positive and amounts to 14,254,857 euros (21,824,771 euros in December
2021), i.e. a 35% decrease year-on-year.
Net profit/(loss): At 31 December 2021, net profit of 14,254,857 euros (21,824,771 euros at 31 December
2021), representing a net profit per share of 3.20 euros (4.90 euros at December 2021), i.e. a 35% decrease
year-on-year.
2. Valuation of real estate assets
The Company commissioned Jones Lang Lasalle, an independent expert, to conduct a valuation of its assets,
which was issued on 6 February 2023, in order to determine the fair values of all its property investments at
year-end. Such valuations were conducted on the basis of the market lease value (which consists of
capitalising net rents from each property and updating future flows). Acceptable discount rates were used
to calculate fair value for a potential investor, which are in keeping with those used by the market for
properties having similar characteristics and locations. The valuations were made in accordance with the
Appraisal and Valuation Standards published by the United Kingdom's Royal Institute of Chartered Surveyors
(RICS).
Said valuations generated a net loss in the Company's income statement at 31 December 2022 amounting
to 478,996 euros (385,598 euros in 2021).
Similarly, according to the valuations carried out, the fair value of investment property shows an
unrecognised unrealised gain (by comparing the updated gross fair market value and the net book value) of
239,361,554 euros (222,711,026 euros at 31 December 2021), in the case of the Company's entire portfolio,
with the exception of the Valdebebas assets, which show an unrealised gain of 35,655,694 euros (by
comparison between the gross market value of the completed project and the estimated total cost until
commissioning).
61
The gross market value of property investments at 2022 year-end amounted to 774,460,463 euros
(619,668,431 euros at 2021 year-end). The breakdown by business segment is as follows:
Gross market value of the
Property investments (Euros) (*)
31/12/2022
31/12/2021
Hotels (**)
204,000,000
147,040,000
Offices
285,681,522
231,411,637
Retail
211,478,941
214,157,401
Institutional (**)
73,300,000
-
Plots
-
27,059,393
Total
774,460,463
619,668,431
(*) The net market value at 31 December 2022 comes to 755,866,500 euros.
(**) In the case of Valdebebas projects, the market value of the completed project is included. Eliminating the impact of the inclusion of the
market values of the two completed projects and taking into account the market value based on the progress of work, the gross market
value of the property investment at year-end 2022 amounts to 680,358,044 euros, with a net value of 664,116,641 euros.
3. Segmented reporting
The Company identifies its operating segments based on internal reports which are the bases for regular
reviews, discussion and assessment by the Directors of the Company, since they are the highest decision-
making authority with the power to allocate resources to the segments and assess their performance.
The segments identified in this way in 2022 are as follows:
- Hotels
- Offices
- Retail
- Others
The segment reporting shown below is based on the monthly reports drawn up by Management and is
generated by the same computer application used to obtain all the Company's accounting data. In this
regard, the Company does not report its assets and liabilities in a segmented way, since this information is
not required by the Company's Management for the purposes of the management reports it uses for its
decision making.
Ordinary income corresponds to income directly attributable to the segment plus a relevant proportion of
the Company's general income that can be attributed to it using fair rules of distribution.
Segment expenses are calculated as the directly attributable expenses incurred in the operating activities,
plus the corresponding proportion of the expenses that can be reasonably allocated to the segment.
Segmented income statement
2022
Euros
Hotels
Offices
Retail
Others
Total
Income
9,785,315
11,352,483
9,569,532
-
30,707,329
Indirect costs
-1,105,863
-2,505,625
-1,541,024
-
-5,152,512
Net Margin
8,679,451
8,846,859
8,028,508
-
25,554,818
General expenses
-201,949
-234,292
-197,495
-
-633,736
EBITDA
8,477,503
8,612,567
7,831,012
-
24,921,082
% of income
86.63%
75.87%
81.83%
-
81.16%
Depreciation
-2,327,936
-2,519,145
-1,135,839
-3,203
-5,986,123
Subsidies
56,351
-
-
-
56,351
Extraordinary profits (losses)
-20,765
-
-
-
-20,765
Profit/(loss) on disposal of real estate assets
-
350,824
-
-
350,824
Impairment/Reversal of real estate assets
-
-478,824
-
-
-478,824
Financial profit (loss)
-
-779,421
-155,478
-3,652,788
-4,587,688
EBT
6,185,153
5,186,000
6,539,695
-3,655,991
14,254,857
Corporation tax
-
-
-
-
-
Net profit (loss)
6,185,153
5,186,000
6,539,695
-3,655,991
14,254,857
% of income
63.21%
45.68%
68.34%
0.00%
46.42%
62
2021
Euros
Hotels
Offices
Retail
Industrial
Others
Total
Income
6,406,676
9,287,463
7,443,982
982,092
-
24,120,213
Indirect costs
-978,469
-2,156,471
-498,108
-52,939
-
-3,685,987
Net Margin
5,428,206
7,130,992
6,945,874
929,153
-
20,434,226
General expenses
-162,774
-235,966
-189,129
-24,952
-
-612,822
EBITDA
5,265,432
6,895,026
6,756,745
904,201
-
19,821,404
% of income
82.19%
74.24%
90.77%
92.07%
-
82.18%
Depreciation
-2,269,685
-2,246,719
-1,040,657
-132,021
-1,527
-5,690,608
Subsidies
56,351
-
-
-
-
56,351
Extraordinary profits (losses)
24,854
-
-
-
-
24,854
Profit/(loss) on disposal of real estate assets
-
8,961,619
-
-
-
8,961,619
Impairment/Reversal of trade operations
-
-
6,456
-
-
6,456
Impairment/Reversal of real estate assets
-
-73,669
-311,929
-
-
-385,598
Financial profit (loss)
-
-722,904
-416,146
53,318
116,026
-969,706
EBT
3,076,952
12,813,352
4,994,470
825,498
114,499
21,824,771
Corporation tax
-
-
-
-
-
-
Net profit (loss)
3,076,952
12,813,352
4,994,470
825,498
114,499
21,824,771
% of income
48.03%
137.96%
67.09%
84.06%
-
90.48%
The breakdown of the income and net book value of real estate assets, including property, plant and
equipment in progress, at 31 December 2022 and 31 December 2021 is as follows:
Euros
31/12/2022
31/12/2021
Income
%
Net cost
Income
%
Net cost
Hotels
9,785,315
31.87%
102,661,073
6,406,676
26.56%
104,555,281
Offices
11,352,483
36.97%
209,919,449
9,287,463
38.50%
171,032,481
Retail
9,569,532
31.16%
96,818,388
7,443,982
30.86%
98,012,024
Industrial
-
-
-
982,092
4.07%
-
Institutional
-
-
14,214,881
-
-
-
Plots
-
-
-
-
-
23,357,622
Total income
30,707,329
100%
423,613,790
24,120,213
100.00%
396,957,408
The breakdown of contribution to income from a geographic standpoint is as follows:
Euros
31/12/2022
31/12/2021
Income
%
Income
%
Madrid
22,306,777
72.64%
18,467,232
76.56%
Huelva
8,400,553
27.36%
5,652,981
23.44%
Castellón
-
-
-
-
Total
30,707,329
100.00%
24,120,213
100.00%
Furthermore, it is of interest to highlight the evolution of the occupation rates by type of asset from the
standpoint of asset types: The occupation rate of the Company's assets allocated to leases at 31 December
2022 amounted to 92% of the floor space (sq.m.) leased (92% in 2021), which breaks down as follows:
31/12/2022
31/12/2021
m2
Occupation
m2
Occupation
Hotels
99,408
100.00%
80,135
100.00%
Offices
62,406
95.41%
45,861
89.52%
Retail
40,852
61.73%
40,736
80.40%
Institutional
19,273
100.00%
-
-
Total
221,938
91.66%
166,732
92.33%
With respect to Plot TER.02-178-A (Valdebebas) for hotel and institutional use, in 2022, following the signing
of two leases for future use and the commencement of construction, the Company included the square
metres of this property in the gross leasable area for hotel and institutional use, which was divided into two
in 2022, each with a total area of 19,273 m2.
During 2022, the occupancy rate of properties was maintained compared to
the rate recorded at 31 December 2021.
63
4. Property Investment
Due to the recent reduction in expected yields in prime areas, the Company is seeking new diversified
medium and long-term investment opportunities that would allow it to combine high yields in sectors where
it is not currently present with yields of around 5% and 6%, and top-quality tenants, as well as some added
value real estate asset transformation operations for subsequent operation under a leasing scheme. The
Company will maintain the income it currently expects to obtain from the lease agreements that are now in
force.
In view of the Company's activity with long-term rental property assets, the Directors' forecasts are positive
given the long-term agreements with top-level tenants in both the hotel and office, retail and institutional
sectors, which guarantee the medium-term viability of the Company, together with new retail property lease
contracts with tenants with good credit ratings.
5. Disclosure on supplier payment deferrals
Below is the information required by Additional Provision Three of Law 15/2010 of 5 July (modified under
the Second Final Provision of Law 31/2014 of 3 December) prepared according to the Resolution of 29
January 2016, of the Institute of Accounting and Auditing, on the information to be included in the record of
annual financial statements relating to the average period for payment to suppliers in commercial
transactions.
2022
2021
Days
Average payment period to suppliers
44.48
41.78
Ratio of paid transactions
49.84
44.27
Ratio of transactions pending payment
21.88
27.43
Euros
Total payments made
15,562,518
6,777,911
Total payments pending
3,689,510
1,174,472
Pursuant to the ICAC Resolution, to calculate the average payment period to suppliers, commercial
transactions corresponding to the accrued delivery of goods or provision of services from the date on which
Law 31/2014 of 3 December came into force, have been taken into consideration.
For the sole purpose of providing the information set out in the Resolution, suppliers are considered as trade
creditors concerning debts with suppliers of goods or services, included in the “Suppliers” and “Sundry
creditors” items of the current liabilities in the balance sheet.
The “average payment period to suppliers” is understood as the period of time that elapses from the delivery
of goods or the provision of services entrusted to the supplier and eventual payment of the operation.
The maximum legal payment period applicable to the Company in 2020 according to Law 3/2004, of 29
December, establishing measures to combat delinquency in commercial transactions, is 30 days from the
date on which said Law was published to the present (unless any of the conditions established therein are
fulfilled, allowing the maximum legal payment period to be extended to 60 days).
In accordance with Law 18/2022 of 28 September on the creation and growth of companies, the aim of which
is to reduce non-payment and financial support, the company discloses below the average time taken to pay
suppliers, the volume of money and the number of invoices paid in a period that is less than the maximum
set in the late payment regulations, as well as the percentage that these represent of the total number of
invoices and total money paid to its suppliers:
2022
Average payment period invoices paid in a period shorter than the legal maximum period
26.09
Number of invoices paid in less than the maximum legal period
1,520
Percentage of total number of paid invoices
66.61%
Euros
Amount of invoices paid in less than the legal maximum time limit.
13,037,097
Percentage of the total amount of paid invoices
83.77%
64
6. Earnings per share
The breakdown of the Company's earnings per share is as follows:
Euros
31/12/2022
31/12/2021
Net profit
14,254,857
21,824,772
Weighted average number of shares
4,452,197
4,452,197
Earnings per share
3.20
4.90
Basic earnings per share are calculated as the sum of net profit for the period attributable to the Company
and the weighted average number of common shares in circulation during the period.
In turn, diluted earnings per share are calculated as the sum of net profit/losses for the period attributable to
ordinary shareholders, adjusted based on the effect attributable to potential common shares with a dilutive
effect and the weighted average number of common shares in circulation during the period, adjusted based
on the weighted average number of common shares that would be issued if all potential common shares
were converted into common shares in the company. To this end, it is considered that the conversion takes
place at the start of the period or at the time potential common shares are issued, if they have been put into
circulation during the period in question.
At the end of 2022 and 2021, the basic and diluted earnings per share matched.
The dividend per share breakdown is as follows:
Euros
2022
2021
Gross dividend paid out to shareholders (*)
12,653,959
15,148,123
Gross dividend per share
2.84
3.40
Gross return on average share price in the year
4.32%
4.68%
Gross return on nominal value
4.74%
5.66%
(*) For each year to be paid the following year (with the exception of the interim dividend)
7. Acquisition of treasury shares
At 31 December 2022, the Company did not hold any treasury shares in its portfolio.
8. Research and development activities
The company does not undertake any research and development activities.
9. Main risks to the Company
The management of the Company's financial risks is centralised in the Group's Financial Management and
in Grupo PER 32 policies. The Group has established the necessary mechanisms to control exposure to
changes in exchange rates, along with credit and liquidity risks. The main financial risks which impact the
Company are set out below:
a) Credit risk
The Company's main financial assets are cash flow and cash balances, trade creditors and other accounts
receivable in investments. These account for the Company's maximum exposure to credit risk as regards
financial assets. The Company's credit risk is mainly attributable to its trade debts, which are shown net of
any provisions for insolvencies estimated on the basis of prior years' experience and their valuation under
the current economic climate. The Company loans its excess liquidity to related companies which are very
solvent, thereby guaranteeing the repayment of the funds thus loaned.
b) Liquidity risk
Taking into account the current situation of the financial market and the estimates made by the Directors of
the Company on the Company's cash generating capacity, the Directors believe that the Company has
65
enough capacity to obtain financing from third parties were it necessary to make new investments.
Consequently, there is no evidence that the Company will encounter liquidity problems in the medium term.
Liquidity is guaranteed by the nature of the investments made and lessees' high credit ratings, as well as by
the collection guarantees set forth in prevailing agreements.
c) Exchange rate risk
As regards the Company's exchange rate risk at 31 December 2021, it did not have any assets or liabilities
in foreign currencies. Hence, there is no risk in this regard.
d) Interest rate risk
The Company has two long-term loans financing mainly long-term assets, as well as short-term working
capital financing facilities. The risk of interest rate fluctuations is very low since the Company is not highly
exposed to debt. The Company's policy on interest rates consists of not taking out interest rate hedges
through hedging financial instruments, swaps, etc., since any change in interest rates would have an
insignificant effect on the Company's results, taking into account its low debt levels and today's very low
interest rates.
However, on 17 February 2017, the Company arranged an interest rate swap for 8,550,000 euros, which will
be valid from 1 April 2019 to 1 April 2026 and linked to a mortgage loan of 11,400,000 euros taken out in
2017 on the property located in calle José Abascal 41 in Madrid.
e) Real estate business risks
Changes in the economic situation at both local and international levels, occupation and employment growth
rates, interest rates, tax legislation and consumer confidence have a significant impact on the real estate
markets. Any unfavourable change in any of these or in other economic, demographic or social variables in
Europe, and Spain in particular, could lead to a reduction in real estate activity in these countries. The cyclical
nature of the economy has been statistically proven, as has the existence of microeconomic and
macroeconomic aspects that directly or indirectly affect the way the property market performs, particularly
the rentals which make up the Company's main investment activity.
Other market risks to which the Company is exposed include:
Regulatory risks: the Company is bound to comply with several general and specific legal
provisions in force (legal, accounting, environmental, employment, tax, data protection provisions,
among others) which apply to it. Any regulatory changes that come about in the future may have a
positive or negative effect on the Company.
Tourism risk: a significant part of the Company's assets (mainly hotels) are connected to the
tourism industry. Any drop in tourism activity in the cities where these hotels are located could have
a negative effect on hotel use and occupancy. As a result, this could have a negative effect on the
yield and performance of these assets if tenants renegotiate current lease agreements.
Finally, it is important to take into account that the Company is exposed to other risks: (i) environmental risks;
(ii) occupational health and safety risks; and (iii) occupational hazard prevention risks.
10. Outlook for 2023
Given the Company's activity, the Directors of the Company consider that 2023 will continue to be positive
as regards the maintenance of long-term lease contract conditions. The outlook is therefore positive, taking
into account the long-term lease contracts with top quality lessees in the hotel, offices, commercial and
institutional sectors, guaranteeing the viability of the business in the medium and long term, and the new
lease agreements for commercial premises with lessees that have outstanding solvency ratings.
In 2022, work began on the construction of a new hotel and conference centre on plot TER.02-178-A and a
hospital on plot TER.02-178-A1, for tertiary and institutional use, located at calle José Antonio Fernández
Ordóñez, 55 and calle Gustavo Pérez Puig 66, Madrid, in the Specific Planning Area APE 16.11. RP “Ciudad
Aeroportuaria y Parque de Valdebebas”. Their use is defined as tertiary, with the application of Ordinance
TER_2, and they have a joint buildability above ground level of 38,545 m2e.
66
In April 2022, the Company initiated a plan to raise debt capital to secure funding for the new projects initiated
in this financial year that required specific financing. These include (i) the construction of the new properties
described in the previous paragraph, (ii) the complete renovation of the building for public use at Calle
Arapiles 14 in Madrid, (iii) the acquisition of an office building at Avda. de Cantabria 51 in Madrid and (iv) the
acquisition of an office building at Calle de Santiago de Compostela 100 bis in Madrid.
To date, the company has completed financing with a mortgage guarantee of 57,000,000 euros and non-
mortgage financing for an amount of 38,000,000 euros. Of the mortgage financing, 15,000,000 euros were
drawn down when the transactions were signed. A second drawdown of 12,000,000 euros is planned for
February 2023 and the remainder will depend on the progress of the financed works. The non-mortgage
financing was fully drawn down at the time of signing the contracts.
This investment financing plan also includes financing the construction of the Valdebebas hospital mentioned
above. This financing has already been approved by the financial institution and is expected to be formalised
in the first quarter of 2023 for an amount of 36,000,000 euros.
The reason for the decline in the stock market value of the financial investments in the shares of Unibail and
Colonial has been the devaluation of the market value of the properties of both companies, especially those
of the latter. It is possible that the price of these securities will continue to suffer for some time from high
inflation and the uncertainties arising from the war in Ukraine, even if the companies are able to sell
properties that achieve a much higher value than that resulting from the application of the average discount
assigned to them by the stock exchange. Given the quality of the assets in the portfolios of both companies,
the directors of the Company are confident that both companies, particularly Colonial, will return to fair values
in the medium term and will be able to recover the impairment now suffered and recognised. In the meantime,
the Company continues to receive the dividends paid out annually by those companies.
11. Information on conflicts of interest among the Directors
At year-end 2022, neither the members of the Board of Directors of Saint Croix Holding Immobilier, SOCIMI,
S.A. or the parties related to them, as laid down pursuant to the Corporate Enterprises Act, had reported to
the other members the Board of Directors any direct or indirect conflict of interests with those of the
Company.
12. Subsequent disclosures
From 31 December 2022 until the date of preparation of the Company's financial statements for 2022, no
relevant events have occurred that need to be specified in this section, with the exception of the following:
- On 13 January, the Company signed a line of financing for working capital with personal guarantee
in the amount of 7,500,000 euros with Banca March, freely available and maturing on 13 January
2024.
- On 6 February 2023, the Company made the second and final drawdown of 12,000,000 euros of
the loan arranged with Bankinter in 2022 to finance the refurbishment and start-up of the tertiary
building owned by the Company and located at calle Arapiles 14 in Madrid. The work was
completed at the end of December 2022, as the conditions precedent required for this drawdown
had been fulfilled by that date, which has now occurred.
- On 23 February 2023, the Company entered into a mortgage loan with Banco Santander for
36,000,000 euros to finance the construction of a private hospital on plot TER.02-178-A1 located at
Calle Gustavo Pérez Puig No. 66 in Madrid, which is owned by the Company. This hospital will be
operated by Sanitas S.A. de Hospitales on the basis of the lease agreement signed between the
parties in 2022. This loan has a drawdown and grace period of 3 years and an additional 10-year
amortisation period with increasing instalments.
- On February 28, 2023, the Company has formalized a loan with a personal guarantee with Banco
Santander of 10,000,000 euros in order to finance its working capital. This loan has a maturity of 12
months.
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13. Annual Corporate Governance Report and Annual Report on Directors' Remuneration
The Annual Corporate Governance Report and the Annual Directors' Remuneration Report, which form
an integral part of the Saint Croix Inmobilier SOCIMI, S.A. Management Report for the 2022 financial
year, will be published on the date of authorisation for issue of these Financial Statements and will be
available on the website of the Spanish Securities Market Commission (www.cnmv.es) and on the
Company's corporate website (www.saintcroixhi.com).
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Directors' Responsibility Statement
For the purposes of the provisions of Article 8 of Royal Decree 1362/2007, of 19 October, the members of
the Board of Directors at the Company hereby confirm that as far as we are aware, the Financial Statements
as at 31 December 2022 for SAINT CROIX HOLDING IMMOBILIER, SOCIMI, S.A. drafted in line with the
applicable accounting principles, faithfully reflect the equity, financial situation and results of the issuer taken
as a whole, and that the Management Report as at 31 December 2022 also faithfully reflects the evolution
and business performance and position of the issuer and the companies consolidated within its scope taken
as a whole, along with the description of the main risks and uncertainties that they face.
Madrid, 28 February 2023
Mr Marco Colomer Barrigón Mr Juan Carlos Ureta Domingo
Chairman and Chief Executive Officer Director
Mr José Luis Colomer Barrigón Ms Irene Hernández Álvarez
Vice-Chairman Director
Ms Mónica de Quesada Herrero
Director
Mr José Juan Cano Resina
Non-Board Secretary
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Diligence in Drawing Up the Financial Statements
These financial statements and management report were approved by the Board of Directors at its meeting
on 28 February 2023 for verification by the auditors and subsequent approval by the General Meeting. These
financial statements and the management report appear on 69 sheets of ordinary paper, which are numbered
from 1 to 69, inclusively, with all directors signing this last sheet.
The Directors of the Company, hereby undersigned, state that no item in the Company's books should be
included in the separate document on environmental information required under the Ministry of Justice Order
of 8 October 2001.
Madrid, 28 February 2023
Mr Marco Colomer Barrigón Mr Juan Carlos Ureta Domingo
Chairman and Chief Executive Officer Director
Mr José Luis Colomer Barrigón Ms Irene Hernández Álvarez
Vice-Chairman Director
Ms Mónica de Quesada Herrero
Director
Mr José Juan Cano Resina
Non-Board Secretary