Exhibit 99.2
CONTE ROSSO & PARTNERS, S.R.L.
CONSOLIDATED BALANCE SHEETS AS OF SEPTEMBER 30, 2012 & DECEMBER 31, 2011
| | September 30, | | | December 31, | |
| | 2012 Unaudited | | | 2011 Audited | |
Assets | | | | | | | | |
Current Assets: | | | | | | | | |
Cash | | € | 211 | | | € | 545 | |
Trade total | | | 5,045 | | | | 11,480 | |
Less allowance for doubtful accounts | | | - | | | | (3,120 | ) |
Net trade and other receivables | | | 5,045 | | | | 8,360 | |
Related parties receivables | | | 20,643 | | | | 2,932 | |
VAT Tax receivables | | | 1,655 | | | | 3,824 | |
Advance payment on purchase and other current assets | | | 150 | | | | 6,608 | |
Available for sale assets | | | - | | | | 8,363 | |
Total current assets | | | 27,704 | | | | 30,632 | |
| | | | | | | | |
Non - Current Assets: | | | | | | | | |
Investment in other companies | | | 15 | | | | 387 | |
Net properties, plant and equipment | | | | | | | | |
(Including Capital Leased properties € 37,124 and € 38,082 respectively) | | | 68,978 | | | | 93,830 | |
Goodwill | | | 1,606 | | | | 1,947 | |
Other non-current assets | | | | | | | | |
(Including Related Parties receivables € 8,607 and €2,547 respectively) | | | 8,849 | | | | 9,070 | |
Total non - current assets | | | 79,448 | | | | 105,234 | |
| | | | | | | | |
Total Assets | | € | 107,152 | | | € | 135,866 | |
| | | | | | | | |
Liabilities and Stockholders' Equity | | | | | | | | |
Current liabilities: | | | | | | | | |
Bank overdrafts | | € | 2,987 | | | € | 10,331 | |
Current maturities of long term loans and capital leases | | | 7,246 | | | | 15,120 | |
Trade payables | | | 7,410 | | | | 9,895 | |
Related parties payables | | | 4,938 | | | | 607 | |
Others current liabilities | | | 3,597 | | | | 20,357 | |
Available for sale liabilities | | | - | | | | 3,560 | |
Total current Liabilities | | | 26,178 | | | | 59,870 | |
| | | | | | | | |
Non - current liabilities: | | | | | | | | |
Long term loans and capital leases | | | 45,976 | | | | 46,732 | |
Shareholder's loans | | | 811 | | | | 2,383 | |
Other non-current liabilities | | | 271 | | | | 692 | |
Total non - current Liabilities | | | 47,058 | | | | 49,807 | |
| | | | | | | | |
Stockholders' Equity | | | | | | | | |
Common stocks | | | 98 | | | | 98 | |
Additional Paid in Capital | | | 25,905 | | | | 25,905 | |
Retained earnings/(Accumulated loss) | | | 7,573 | | | | 134 | |
Equity attributable to owners of Conte Rosso & Partners, S.rl. | | | 33,576 | | | | 26,137 | |
Non-Controlling interests in the consolidated subsidiaries | | | 340 | | | | 52 | |
Total Stockholders' Equity | | | 33,916 | | | | 26,189 | |
Total Liabilities and Stockholders' Equity | | € | 107,152 | | | € | 135,866 | |
CONTE ROSSO & PARTNERS S.R.L. GROUP |
CONSOLIDATED STATEMENTS OF OPERATIONS |
| | Three months Ended | | | Three months Ended | | | Nine Months Ended | | | Nine months Ended | |
| | September 30, | | | September 30, | | | September 30, | | | September 30, | |
| | 2012 | | | 2011 | | | 2012 | | | 2011 | |
| | Unaudited | | | Unaudited | | | Unaudited | | | Unaudited | |
| | | | | | | | | | | | |
Revenue from operations | | € | 949 | | | € | 1,027 | | | € | 3,254 | | | € | 3,413 | |
Direct operating and selling, general and administrative costs | | | | | | | | | | | | | | | | |
Direct operating costs | | | 405 | | | | 384 | | | | 576 | | | | 896 | |
Selling, general and administrative costs | | | 494 | | | | 408 | | | | 1 | | | | 1,510 | |
Amortization and depreciation | | | 685 | | | | 735 | | | | 2,158 | | | | 2,121 | |
Total direct operating, selling, and administrative costs | | | 1,584 | | | | 1,527 | | | | 2,735 | | | | 4,527 | |
Operating Profit/(Loss) | | | (635 | ) | | | (500 | ) | | | 519 | | | | (1,114 | ) |
| | | | | | | | | | | | | | | | |
Interest income | | | | | | | 1 | | | | | | | | | |
Interest expenses | | | 86 | | | | 538 | | | | 1,775 | | | | 2,221 | |
Asset Impairment | | | - | | | | 710 | | | | | | | | | |
Other income | | | 95 | | | | 393 | | | | 17 | | | | 856 | |
Gain on business combination(bargain purchase) | | | - | | | | 59 | | | | | | | | 2,504 | |
Profit/(Loss) from continuing operations, before income taxes | | | (626 | ) | | | 1,589 | | | | (1,239 | ) | | | 25 | |
Income taxes | | | 37 | | | | 28 | | | | 113 | | | | 105 | |
Profit/(Loss) from continuing operations, net of income taxes | | | 945 | | | | 1,561 | | | | (1,352 | ) | | | (80 | ) |
Net loss from operations of discontinued operations, after taxes | | | - | | | | 3,131 | | | | 19 | | | | 3,153 | |
Net income on disposal of discontinued operations, after taxes | | | 3,259 | | | | - | | | | 3,565 | | | | 95 | |
Net profit/(loss) from discontinued operations | | | 3,259 | | | | (3,131 | ) | | | 3,546 | | | | (3,058 | ) |
Consolidated net profit/(loss) for the period | | | 2,633 | | | | (1,570 | ) | | | 2,194 | | | | (3,138 | ) |
Less net loss attributable to non-controlling interests in the consolidated subsidiaries | | | 117 | | | | 142 | | | | 44 | | | | 436 | |
Net profit/(loss) attributable to owners of Conte Rosso & Partners S.r.l | | | 2,516 | | | | (1,428 | ) | | | 2,238 | | | | (2,702 | ) |
| | | | | | | | | | | | | | | | |
STATEMENT OF COMPREHENSIVE INCOME €/000 | | | | | | | | | | | | | | | | |
Consolidated net loss for the period | | | 2,633 | | | | (1,570 | ) | | | 2,194 | | | | (3,138 | ) |
Total comprehensive loss for the period | | | 2,633 | | | | (1,570 | ) | | | 2,194 | | | | (3,138 | ) |
Less net comprehensive loss attributable to non-controlling interests in the consolidated subsidiaries | | | 117 | | | | 142 | | | | 44 | | | | 436 | |
Net comprehensive loss attributable to owners of Conte Rosso & Partners S.r.l | | | 2,516 | | | | (1,428 | ) | | | 2,238 | | | | (2,702 | ) |
CONTE ROSSO & PARTNERS, S.R.L.
CONSOLIDATED STATEMENTS OF CASH FLOW
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011
| | September 30, 2012 | | | September 30, 2011 | |
| | Unaudited | | | Unaudited | |
Cash Flows from Operating Activities | | | | | | | | |
Net Income/(loss) | | € | 2,194 | | | € | (3,138 | ) |
Net loss from operations on discontinued operations | | | 19 | | | | 3,153 | |
Net gain from disposal on discontinued operations | | | (3,565 | ) | | | (95 | ) |
Depreciation and amortization of non-current assets | | | 2,158 | | | | 2,154 | |
Other depreciation | | | | | | | 708 | |
Change in VAT taxes | | | 2 | | | | (30 | ) |
Other non-cash adjustments | | | 33 | | | | 1,692 | |
Cash flows from operations before changes in assets and liabilities | | | 842 | | | | 4,445 | |
Changes in assets and liabilities | | | | | | | | |
Change in trade receivables | | | 3,385 | | | | (5,189 | ) |
Change in related parties receivables | | | (17,711 | ) | | | (1,199 | ) |
Change in other receivables | | | (70 | ) | | | 508 | |
Change in advance payment on purchase of properties | | | 6,450 | | | | 11,906 | |
Change in other assets | | | 134 | | | | (354 | ) |
Change in trade payables | | | (2,485 | ) | | | 4,384 | |
Change in related parties payables | | | 4,331 | | | | (700 | ) |
Change in other payables | | | (8,622 | ) | | | (2,874 | ) |
Change in income current taxes | | | 569 | | | | (1,158 | ) |
Change in other liabilities | | | (6,961 | ) | | | (1,962 | ) |
Net cash provided by Operating Activities (A) | | | (20,138 | ) | | | 7,807 | |
Cash Flows from Investing Activities | | | | | | | | |
Purchases of intangible assets | | | | | | | (3 | ) |
Proceeds from sale of intangible assets | | | 1,426 | | | | | |
Payment for purchase of properties, plant and equipment | | | | | | | (25,985 | ) |
Proceeds from sale of properties, plant and equipment | | | 22,694 | | | | | |
Proceeds from sale of associates and other company | | | 372 | | | | 659 | |
Payment for financial investing activity | | | (5,810 | ) | | | (1,695 | ) |
Other investing change | | | 4,819 | | | | (700 | ) |
Net cash used in investing activities (B) | | | (23,501 | ) | | | (27,724 | ) |
Cash Flows from Financing Activities | | | | | | | | |
Net reimbursements/borrowings from bank overdrafts | | | (7,344 | ) | | | 188 | |
Net proceeds from/repayment of issuance of long-term debt | | | (12,190 | ) | | | 17,228 | |
Net proceeds from/repayment of issuance of shareholders loan | | | 3,961 | | | | 5,959 | |
Net cash provided by Financing Activities (C ) | | | (15,573 | ) | | | 23,376 | |
Cash Flows from Discontinued Operations | | | | | | | | |
Net reimbursement of liabilities associated with discontinued operations | | | (31,805 | ) | | | (649 | ) |
Net proceeds from disposal of assets associated with discontinued operations | | | 43,700 | | | | 395 | |
Net payments of operations on discontinued operations | | | (19 | ) | | | (3,153 | ) |
Net cash provided by Discontinued Operations (D ) | | | 11,876 | | | | (3,407 | ) |
Net Increase/(decrease) in Cash and Cash Equivalents (A+B+C+D) | | | (334 | ) | | | 51 | |
Cash and cash equivalents at beginning of the year | | | 545 | | | | 430 | |
Cash and cash equivalents at end of the year | | € | 211 | | | € | 481 | |
CONTE ROSSO & PARTNERS, S.R.L. GROUP
Notes to unaudited Consolidated Financial Statements
For the nine months periods ended September 30, 2012 and 2011
(Euros, amounts in thousands, unless otherwise indicated)
Conte Rosso & Partners S.r.l. (formerly “All Real Estate S.r.l. – “CR&P” or “the Company”) is a company incorporated in Italy. Operations are carried out through CR&P and its subsidiary companies, and mainly consist of investment in business, operating properties, real estate trading and development.
As of September 30, 2012 the consolidated operating subsidiaries are the following:
| | % | | | % voting | | | | | | Principal |
Subsidiary | | Ownership | | | capital | | | Location | | | activity |
| | | | | | | | | | | |
Aral Immobiliare S.r.l. | | | 100.00 | | | | 100.00 | | | Italy | | | Real estate |
| | | | | | | | | | | | | | |
Bruno Buozzi Immobiliare S.r.l. | | | 100.00 | | | | 100.00 | | | Italy | | | Real estate |
| | | | | | | | | | | | | | |
C.R.&P. Service S.c.a.r.l. | | | 35.75 | | | | 35.75 | | | Italy | | | Group’s exclusive financial services |
| | | | | | | | | | | | | | |
Galzignano Terme Golf & Resort S.p.A. | | | 100.00 | | | | 100.00 | | | Italy | | | Investment company |
Masseria Santo Scalone Hotel & Resort S.r.l. | | | 100.00 | | | | 100.00 | | | Italy | | | Hotel |
Primesint S.r.l. | | | 70.00 | | | | 70.00 | | | Italy | | | Real estate |
| | | | | | | | | | | | | | |
Ripa Hotel & Resort S.r.l. | | | 100.00 | | | | 100.00 | | | Italy | | | Hotel |
| | | | | | | | | | | | | | |
Terme di Galzignano S.p.A. | | | 100.00 | | | | 100.00 | | | Italy | | | Hotel |
| 16. | Summary of significant accounting policies |
Basis of consolidation
All majority-owned subsidiaries in which CR&P has both voting share and management control are consolidated. All significant intercompany accounts and transactions are eliminated. Subsidiaries over which control is achieved through other means, such as stockholders agreement, are also consolidated even if less than 51% of voting capital is held. The equity attributable to non-controlling interests in subsidiaries is shown separately in the consolidated financial statements.
Basis of presentation
The consolidated financial statements for the nine months ended September 30, 2012 and 2011 are prepared in accordance with generally accepted accounting principles generally accepted in the United States of America (“US GAAP”).
The Euro is the functional currency of all companies included in these consolidated financial statements.
Restatement
We have made changes to the balance sheets, statement of operations and cash flow statements to correct our presentation to comply with Generally Accepted Accounting Principles. None of these changes are material and the net effect is not material to the financial statements.
Additionally, we added and changed our footnotes to comply with Generally Accepted Accounting Principles. None of these changes are material and the net effect is not material to the financial statements.
Acquisitions
Assets acquired and liabilities assumed in business combinations are recorded on our consolidated balance sheets as of the respective acquisition dates based upon their estimated fair values at such dates.
The results of operations of businesses acquired by us have been included in the consolidated statements of income (loss) since their respective dates of acquisition. In certain circumstances, the purchase price allocations are based upon preliminary estimates and assumptions. Accordingly, the allocations are subject to revision when we receive final information, including appraisals and other analyses. There were no contingent payments, options, or commitments in any of our acquisition agreements.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances, cash on current accounts with banks, bank deposits and other highly liquid short-term investments with original maturities of less than three months.
Accounts receivable & Allowance for doubtful accounts
Accounts receivable represents trade obligations from customers that are subject to normal trade collection terms, without discounts. The Company periodically evaluates the collectability of its accounts receivable and considers the need to record or adjust an allowance for doubtful accounts based upon historical collection experience and specific customer information. Actual amounts could vary from the recorded estimates. The Company has determined that as of September 30, 2012 and December 31, 2011, € 0 and € 3.120 respectively, is the allowance for doubtful accounts that was required. The Company does not require collateral to support customer receivables.
Investments
Investments in unconsolidated affiliates over which we exercise significant influence, but do not control, including joint ventures, are accounted for using the equity method.
Investments in unconsolidated affiliates over which we are not able to exercise significant influence are accounted for under the cost method.
Property, plant and equipment
Property, plant and equipment are stated at acquisition cost less accumulated depreciation and adjustments for impairment losses. Property, plant and equipment also includes assets under construction and plant and equipment awaiting installation.
Subsequent expenditures are capitalized only when they increase the future economic benefits embodied in an item of property, plant and equipment. All other expenditures are recognized as expenses in the consolidated statement of income as incurred.
Capitalization ceases when construction is interrupted for an extended period or when the asset is substantially complete.
Depreciation is charged on a straight-line basis over the estimated remaining useful lives of the individual assets.
Depreciation commences from the time an asset is put into operation. Depreciation is not charged on assets to be disposed of or on land. The range of the estimated useful lives is as follows:
| - | Buildings and constructions: 33 years |
| - | Machinery and equipment: 2 – 20 years |
Long-Lived Assets
We evaluate the carrying value of our long-lived assets for impairment by comparing the expected undiscounted future cash flows of the assets to the net book value of the assets when events or circumstances indicate that the carrying amount of a long-lived asset may not be recoverable. If the expected undiscounted future cash flows are less than the net book value of the assets, the excess of the net book value over the estimated fair value will be charged to earnings.
Fair value is based upon discounted cash flows of the assets at a rate deemed reasonable for the type of asset and prevailing market conditions, appraisals, and, if appropriate, current estimated net sales proceeds from pending offers.
We evaluate the carrying value of our long-lived assets based on our plans, at the time, for such assets and such qualitative factors as future development in the surrounding area and status of expected local competition.
Assets and liabilities held for sale
In connection with the strategy of focusing on hotel ownership we divested all of our non-hotel assets to a related party at cost. In the December 31, 2011 balance sheet, all assets an liabilities related to this spin off was shown as assets held for sale. Most of these sales were concluded before the ending date of the interim financial statements presented (September 30, 2012).
The realized value of these assets is higher than the net asset carrying value.
Goodwill and Other Intangible Assets
We evaluate goodwill for impairment on an annual basis, and do so during the last month of each year using balances as of the end of September and at an interim date if indications of impairment exist. Goodwill impairment is determined by comparing the fair value of a reporting unit to its carrying amount in a two-step process with an impairment being recognized only where the fair value is less than carrying value. We define a reporting unit at the individual property level.
When determining fair value in step one, we utilize internally developed discounted future cash flow models, third party appraisals and, if appropriate, current estimated net sales proceeds from pending offers. Under the discounted cash flow approach we utilize various assumptions, including projections of revenues based on assumed long-term growth rates, estimated costs and appropriate discount rates based on the weighted-average cost of capital. The principal factors used in the discounted cash flow analysis requiring judgment are the projected future operating cash flow, the weighted-average cost of capital and the terminal value growth rate assumptions. The weighted-average cost of capital takes into account the relative weights of each component of our capital structure (equity and long-term debt) and is determined at the reporting unit level. Our estimates of long-term growth and costs are based on historical data, various internal estimates and a variety of external sources, and are developed as part of our routine, long-term planning process. We then compare the estimated fair value to our carrying value.
If the carrying value is in excess of the fair value, we must determine our implied fair value of goodwill to measure if any impairment charge is necessary. The determination of our implied fair value of goodwill requires the allocation of the reporting unit’s estimated fair value to the individual assets and liabilities of the reporting unit as if we had completed a business combination.
We perform the allocation based on our knowledge of the reporting unit, the market in which they operate, and our overall knowledge of the hospitality industry.
Leasing
All lease agreements of the Company and its subsidiaries as lessees are accounted for as capital. The Company recognizes the asset and associated liability on its balance sheet. Capital are capitalized at the beginning of the lease at the lower of the fair value of the leased property and the present value of minimum lease payments. Each installment of the lease is apportioned between the liability and finance charges so as to achieve an equal reduction in capital due for each payment made at constant rate on the remaining financial balances.
Derivative financial instruments
The Company uses derivative financial instruments principally for the management of exposure to variable interest rates on long-term financing. All derivative financial instruments are classified as assets or liabilities and are accounted for at trade date. The Company measures all derivative financial instruments based on fair values derived from market prices of the instruments. Changes in the fair value of a derivative that is significant and that is designated and qualifies as a fair value hedge, along with the loss or gain on the hedged asset or liability, are recorded in the income statement.
There was only one derivative instrument hedging the risk of variable interest rates (an “interest rate cap”), the notional amount of is € 4 million. This derivative instrument hedges the risk from change of interest rate on a mortgage loan facility with “bullet” repayments originally of € 8 million of which € 6.6 million is outstanding. This derivative was divested as part of our plan to focus on hotels only as of September 30, 2012.
Shareholders loans
Shareholders loans to the Group are all non-interest bearing. Italian law provides that the shareholders loans to a corporation ("S.r.l.") are not preferred and their repayment is subordinated to other categories of debt. As a result all shareholder loans are classified as non-current liabilities.
Severance indemnity fund
According to Italian accounting principles reflecting local law and applicable employment contracts, certain post-employment benefits accrue during the period of employment. Under U.S. GAAP, post-employment benefits are defined either as de fined contribution plans or defined benefit plans.
In defined contribution plans, the company's obligation is limited to the payment of contributions to the Government or to a fund. Defined benefit plans are pension, insurance and healthcare programs which cover the company's obligation, even implicitly, to provide the benefits due to former employees. The liabilities associated with defined benefit plans are determined on the basis of actuarial assumption (discounting) and accrued in the financial statements over the employment period required to obtain the benefits.
The severance indemnity fund required by Italian law is a liability similar to a defined benefit plan, which, however, according to Italian accounting principles, is not subject to discounting. Given the small number of Group employees any difference between the present provisions in the financial statements prepared in accordance with Italian GAAP and discounted value of these benefits is considered to be immaterial.
Revenue Recognition
Our revenues are derived from rent we receive according to rental agreements we have in place with a Hotel Management Company. The majority of our rent is fixed and payable monthly. We recognize additional revenue that is variable based on a percentage of the operating profit of our rented hotels.
Taxes
Income taxes
We account for income taxes to recognize the amount of taxes payable or refundable for the current year and the amount of deferred tax assets and liabilities resulting from the future tax consequences of differences between the financial statements and tax basis of the respective assets and liabilities. We recognize the financial statement effect of a tax position when, based on the technical merits of the uncertain tax position, it is more likely than not to be sustained on a review by taxing authorities. These estimates are based on judgments made with currently available information. We review these estimates and make changes to recorded amounts of uncertain tax positions as facts and circumstances warrant.
Stockholder’s equity
As of today, the share capital of CR&P is represented by one share, fully paid as to € 98,000. Mr. Antonio Conte and Ms. Maddalena Olivieri each contributed 50% of the share capital of CR&P. In accordance with Italian law, this share is registered with the Register of Companies at the Italian Chamber of Commerce.
3. Related parties receivables and payables
Related parties receivables and payables relate to the CEO and shareholder, Mr. Antonio Conte, both directly and indirectly.
The amount shown as receivables as of September 30, 2012 relates to a receivable from Masoledo, S.r.l., owned by Mr. Conte, referred to the sale of the non-hotel business.
The amount shown as receivables as of December 31, 2011 relates primarily to an interest-free loan to Mr. Antonio Conte, given to complete certain acquisitions, and which is repayable in 32 monthly installments. The amount outstanding of this loan is €3.1 million, of which €0.6 million is classified as current asset and €2.5 million as non-current asset. Others related parties receivables and payables shown in the balance sheet, relate to Mr. Antonio Conte both directly and indirectly.
4. Advance payment on purchase and other current assets
Advance payments are primarily deposit paid in connection with real estate being acquired as detailed in the table below.
Advance payment on purchase and other current assets | | September 30, 2012 | | | Dec. 31, 2011 | |
Advance payment on purchase | | € '000 | | | € '000 | |
Roma, via Carciano, building | | | | | | | 4,600 | |
Salerno, Sala Abbagnano, land under development program | | | | | | | 1,850 | |
Total advance payment on purchase | | | | | | | 6,450 | |
Other current assets | | | 150 | | | | 158 | |
| | | | | | | | |
Total | | € | 150 | | | € | 6,608 | |
The properties mentioned above have been divested as of September, 2012.
5. Real estate held for sale
The following are the real estate assets held for resale:
Assets held for sale | | September 30, 2012 | | | Dec. 31,2011 | |
| | € '000 | | | € '000 | |
Roma - Via Bruxelles, building | | | | | | € | 3,235 | |
Anzio (RM) - Loc. via della Cannuccia, building | | | | | | | 2,428 | |
Pisa, via San Martino, building | | | | | | | 2,700 | |
| | | | | | | | |
Total | | | | | | € | 8,363 | |
Liabilities associated with Assets held for sale | | September 30, 2012 | | | Dec. 31, 2011 | |
| | €'000 | | | €'000 | |
Roma - Via Bruxelles, building | | | | | | | 2,013 | |
Pisa, via San Martino, building | | | | | | | 1,547 | |
Total | | | | | | € | 3,560 | |
The properties mentioned above and the related liabilities have been divested in September, 2012.
6. Investments
Of the total of €387,000 as of December 31, 2011, €372,000 is represented by the investment in Intermedia Finance S.p.A. which is carried at cost. This investment has been divested as of September, 2012.
7. Property, plant and equipment
Property, plant and equipment comprises :
Property, plant and equipment | | September 30, 2012 | | | Dec. 31, 2011 | |
| | € '000 | | | € '000 | |
Hotel Ripa building, plant and equipment | | € | 41,853 | | | € | 41,623 | |
Terme di Galzignano golf, building, plant and equipment | | | 40,420 | | | | 40,420 | |
Via Buozzi, Rome, building | | | 3,300 | | | | 3,300 | |
Petrochemical and power plant (ENITAL S.r.l.) | | | | | | | 14,284 | |
Porto Cervo (OT), Sardinia, Building | | | | | | | 833 | |
Porto Rotondo (OT), Sardinia, Building | | | | | | | 421 | |
Fregene (RM) - Via Capo d'Orlando, building | | | | | | | 1,456 | |
Trieste - Loc. Villa Opicina, industrial building | | | | | | | 2,523 | |
Milano, via Azario, building | | | | | | | 7,205 | |
San Giuliano Milanese (Milan), Via Benaco, building | | | 550 | | | | 550 | |
Other properties, plant and equipment | | | 4,905 | | | | 1,470 | |
Less accumulated depreciation | | | (22,050 | ) | | | (20,255 | ) |
Total, net | | € | 68,978 | | | € | 93,830 | |
8. Major acquisitions and divestments
In line with the strategy to expand operations in the hospitality area, on January 1, 2011 the Company acquired 97.25% of Terme di Galzignano S.p.A (“TdiG”). The cost of acquisition of TdiG was €23,266 million. It was paid with cash of €4.90 million and assumption of €18,276 million of debt.
The primary asset of TdiG is a resort spa located in the Euganean Hills, a few miles from Padua. The complex consists of four four-star hotels, a nine hole golf course with putting green, driving range and clubhouse, a revitalizing center and spa, six indoor and outdoor pools, two sports pools, six tennis clay courts, a jogging and shopping center. The complex is surrounded by 350,000 square meters of parkland.
The balance sheet effects of the acquisition are summarized below:
The purchase price allocation for the acquisition of Terme di Galzignano S.p.A. is as follows;
| | January 1, 2011 | |
Current maturity of long-term debt | | € | 6,539 | |
Long-term debt | | | 11,737 | |
Cash payments | | | 4,990 | |
Total purchase price | | € | 23,266 | |
| | | | |
Allocated to: | | | | |
Property, plant and equipment | | € | 25,580 | |
Net working capital | | | 1,205 | |
Less Bank overdrafts | | | 848 | |
Less Provisions | | | 195 | |
Less Gain on bargain purchase | | | 2,476 | |
Total | | € | 23,266 | |
The gain of €2,476 million on bargain purchase is recognized in the statement of operations for the year ended December 31, 2011.
Guinean Energy Enterprises S.A. (Republic of Guinea) incorporation
Guinean Energy Enterprises S.A. was incorporated in April 2012 and the Group has a 95% indirect interest (71.25 calculating as equity ratio method) in its issued share capital held through West African Enterprises Ltd., the Group’s african sub-holding.
The Guinean Energy Enterprises S.A. was established to seek to exploit opportunities in the Republic of Guinea and in particular opportunities in oil palm plantations, construction and operation of power plants, real estate development and construction and operation of hotels. As of September 30, 2012, this subsidiary was divested.
Antonio S.r.l. spin-off
It has been decided to split the subsidiary Antonio S.r.l. (“Antonio”) into two entities so that each can focus on its own operations. Antonio has transferred its industrial property assets and operations into a newly created company, CRP Immobiliare S.r.l. (“CRPI”), focused on industrial operations, and has distributed the shares of this new company to the existing shareholders of Antonio on a pro rata basis.
As a result CRPI will acquire total assets with a book value as of December 31, 2011 of €15.15 million and liabilities of €10.12 million. The equity of CRPI (assets less liabilities transferred) will amount to €5.03 million.
Set out below are details of assets and liabilities transferred:
| | €/000 | |
TRANSFERRED ASSETS | | | |
Tangible assets | | | | |
Cars | | | 44 | |
| | | | |
Investment in associates and other companies | | | | |
| | | | |
Comunicazioni Globali S.r.l. | | | 3 | |
Sacomar S.r.l. in liquidazione | | | 5 | |
Investimenti Immobiliari S.r.l. | | | 5 | |
Aros S.r.l. | | | 100 | |
Intermedia Finance S.p.A. | | | 372 | |
Life insurance policy | | | 250 | |
| | | 735 | |
Total Investment in associates and other companies | | | | |
| | | | |
Assets held for resale | | | | |
Properties held for resale | | | 4,933 | |
| | | | |
Receivables | | | | |
Receivables from Aral rl | | | 5,464 | |
Receivables from I.IMM.RI SRL | | | 3,757 | |
Receivables from Aros Srl | | | 215 | |
Total receivables | | | 9,436 | |
| | | | |
TOTAL TRANSFERRED ASSETS | | | 15,148 | |
| | | | |
| | | €/000 | |
TRANSFERRED LIABILITIES | | | | |
Financial debt | | | | |
Long term debt | | | 1,501 | |
Bank overdraft | | | 496 | |
Total financial debt | | | 1,997 | |
| | | | |
Other current liabilities | | | | |
Shareholder loans | | | 1,129 | |
Payables to Ripa S.r.l. | | | 475 | |
Payables to Preneste Re srl | | | 5,654 | |
Total other current liabilities | | | 7,258 | |
| | | | |
Other non-curent liabilities | | | | |
Advance payment on property | | | 169 | |
Notes paybles | | | 700 | |
Total other non-current liabilities | | | 869 | |
| | | | |
TOTAL TRANSFERRED LIABILITIES | | | 10,124 | |
| | | | |
TOTAL TRANSFERRED EQUITY | | | 5,024 | |
Divestment of all non-hospitality businesses
In September 2012, the Company divested all of it non-hotel assets to a related party company controlled by the shareholders. The total assets and liabilities divested was $ 49.2 million and $ 45.7 million, respectively.
9. Goodwill
| | Owned and leased hotel | | | Others owned properties | | | Total | |
Balance as of January 1, 2011 | | | | | | | | | | | | |
| | | | | | | | | | | | |
Goodwill, net | | € | 1,149 | | | € | 798 | | | € | 1,947 | |
| | | | | | | | | | | | |
No Activity during the period | | | | | | | | | | | | |
| | | | | | | | | | | | |
Balance as of December 31, 2011 | | | | | | | | | | | | |
| | | | | | | | | | | | |
Goodwill, net | | | 1,149 | | | | 798 | | | | 1,947 | |
Balance as of January 1, 2012 | | | | | | | | | | | | |
| | | | | | | | | | | | |
Goodwill, net | | | 1,149 | | | | 798 | | | | 1,947 | |
| | | | | | | | | | | | |
Divestment of subsidiaries | | | | | | | (382 | ) | | | | |
| | | | | | | | | | | | |
Balance as of September 30, 2012 | | | | | | | | | | | | |
| | | | | | | | | | | | |
Goodwill, net | | € | 1,149 | | | € | 457 | | | € | 1,606 | |
In the nine months period ended September 30, 2012 and in the fiscal year ending December 31, 2011, the company did not have any new goodwill or any impairment on existing goodwill.
10. Other non-current assets
The table below shown the breakdown of other non-current assets:
| | September 30, 2012 | | | December 31, 2011 | |
Related parties non-current receivables | | € | 8,607 | | | € | 2,547 | |
Other financial assets | | | 4 | | | | 254 | |
Accruals and deferred costs | | | 227 | | | | 353 | |
Other non-current receivables | | | | | | | 4,479 | |
Other non-current assets | | € | 8,838 | | | € | 7,633 | |
11. Bank overdrafts and Long term debt
Amounts of financial debt due to non-related parties are:
| | September 30, 2012 | | | December 31, 2011 | |
| | | | | | |
Debt | | | | | | | | |
| | | | | | | | |
Mortgage loan on property | | € | 22,917 | | | € | 34,559 | |
Leasing | | | 30,305 | | | | 30,853 | |
Bank Overdrafts | | | 2,987 | | | | 10,331 | |
Total debt | | | 56,209 | | | | 75,744 | |
Current portion of Debt | | | 10,233 | | | | 25,452 | |
Long term debt | | € | 45,976 | | | € | 50,292 | |
The following tables sets out the main terms and conditions and the outstanding balances as of September 30, 2012 and December 31, 2011 of the financial debts:
Company | | Type of debt | | Object | | Collateral | | | Outstanding balance as of September 30, 2012 (€'000) | | | Outstanding balance as of December 31, 2011 (€'000) | |
CONTE ROSSO & PARTNERS, S.R.L. | | BANK OVERDRAFT | | Cash facility | | | - | | | € | 2,078 | | | € | 2,018 | |
ANTONIO, S.R.L. / CRP IMMOBILIARE, S.r.l. | | BANK OVERDRAFT | | Cash facility | | | - | | | | | | | | 253 | |
ARAL IMMOBILIARE, S.r.l. | | BANK OVERDRAFT | | Cash facility | | | - | | | | 0 | | | | 0 | |
INVESTIMENTI IMMOBILIARI, S.r.l. | | MORTGAGE LOAN ("bullet" reimbursement plan) | | Building improvement | | | Building, via Azario, Milan, Italy + Insurance Policy | | | | | | | | 6,600 | |
INVESTIMENTI IMMOBILIARI, S.r.l. | | BANK OVERDRAFT | | Cash facility | | | - | | | | | | | | 65 | |
INVESTIMENTI IMMOBILIARI, S.r.l. | | BANK OVERDRAFT | | Cash facility | | | - | | | | | | | | 522 | |
TERME DI GALZIGNANO, S.r.l. | | BANK OVERDRAFT | | Cash facility | | | - | | | | 296 | | | | 288 | |
TERME DI GALZIGNANO, S.r.l. | | BANK OVERDRAFT | | Cash facility | | | - | | | | 102 | | | | 97 | |
TERME DI GALZIGNANO, S.r.l. | | BANK OVERDRAFT | | Cash facility | | | - | | | | 207 | | | | 197 | |
TERME DI GALZIGNANO, S.r.l. | | BANK OVERDRAFT | | Cash facility | | | - | | | | 304 | | | | 291 | |
| | | | | | | TOTAL | | | € | 2,987 | | | € | 10,331 | |
Outstanding non-current loans
as of September 30, 2012 and December 31, 2011
Company | | Type of debt | | Object | | Collateral | | Outstanding balance as of September 30, 2012 (€'000) | | | Outstanding balance as of December 31, 2011 (€'000) | |
8 + 23 IMMOBILIARE S.R.L. | | UNSECURED LOAN | | Time sharing - Punta Ala, purchasing | | - | | | | | | € | 1,079 | |
CONTE ROSSO & PARTNERS, S.R.L. | | CAPITAL LEASE | | Building purchase | | Headquarter property, via B.Buozzi, Rome, Italy | | | 2,753 | | | | 2,762 | |
CONTE ROSSO & PARTNERS, S.R.L. | | UNSECURED LOAN | | Cash facility | | - | | | 768 | | | | 1,000 | |
ANTONIO, S.R.L. / CRP IMMOBILIARE, S.r.l. | | MORTGAGE LOAN | | Building purchase | | Building, via Bruxelles, Rome, Italy | | | | | | | 516 | |
ANTONIO, S.R.L. / CRP IMMOBILIARE, S.r.l. | | MORTGAGE LOAN | | Building purchase | | Building, via Bruxelles, Rome, Italy | | | | | | | 207 | |
ANTONIO, S.R.L. / CRP IMMOBILIARE, S.r.l. | | MORTGAGE LOAN | | Building purchase | | Building, via Bruxelles, Rome, Italy | | | | | | | 1,290 | |
ANTONIO, S.R.L. / CRP IMMOBILIARE, S.r.l. | | MORTGAGE LOAN | | Building purchase | | Building, Villa Opicina (Trieste), Italy | | | | | | | 1,412 | |
ANTONIO, S.R.L. / CRP IMMOBILIARE, S.r.l. | | MORTGAGE LOAN | | Building purchase | | Building, Fregene (Rome), Italy | | | | | | | 861 | |
ANTONIO, S.R.L. / CRP IMMOBILIARE, S.r.l. | | UNSECURED LOAN | | Cash facility | | - | | | | | | | 2,470 | |
ARAL IMMOBILIARE, S.r.l. | | MORTGAGE LOAN | | Building purchase | | Building, Porto Cervo (Olbia), Italy | | | 351 | | | | 455 | |
MASSERIA SANTO SCALONE, S.r.l. | | MORTGAGE LOAN | | Building purchase | | Hotel and land property, Santo Scalone, Ostuni (Brindisi), Italy | | | 2,388 | | | | | |
MASSERIA SANTO SCALONE, S.r.l. | | MORTGAGE LOAN | | Building purchase | | Hotel and land property, Santo Scalone, Ostuni (Brindisi), Italy | | | 510 | | | | | |
ENITAL S.r.l. | | MORTGAGE LOAN | | Building and plant purchase | | Petrochemical and energy plant, Livorno, Italy | | | | | | | 1,317 | |
ENITAL S.r.l. | | MORTGAGE LOAN | | Building and plant purchase | | Petrochemical and energy plant, Livorno, Italy | | | | | | | 3,611 | |
PRIMESINT, S.r.l. | | CAPITAL LEASE | | Building purchase | | Building, Via Benaco, San Giuliano (Milan), Italy | | | 329 | | | | 343 | |
RIPA HOTEL & RESORT S.r.l. | | CAPITAL LEASE | | Building purchase | | Hotel property in Rome, Italy | | | 27,330 | | | | 27,748 | |
RIPA HOTEL & RESORT, S.r.l. | | MORTGAGE LOAN | | Building purchase | | Bulding, via San Martino, Pisa, Italy | | | | | | | 451 | |
RIPA HOTEL & RESORT, S.r.l. | | MORTGAGE LOAN | | Building purchase | | Bulding, via San Martino, Pisa, Italy | | | | | | | 717 | |
RIPA HOTEL & RESORT, S.r.l. | | MORTGAGE LOAN | | Building purchase | | Bulding, via San Martino, Pisa, Italy | | | | | | | 379 | |
TERME DI GALZIGNANO, S.r.l. | | MORTGAGE LOAN | | Building purchase | | Hotel property in Galzignano (Padova), Italy | | | 13,793 | | | | 13,793 | |
TERME DI GALZIGNANO, S.r.l. | | MORTGAGE LOAN ("bullet" reimbursement plan) | | Cash facility | | Hotel property in Galzignano (Padova), Italy | | | 5,000 | | | | 5,000 | |
| | | | | | TOTAL | | € | 53,222 | | | € | 65,412 | |
The following table sets out the significant term and future payments of long-term loans:
Company | | Type of debt | | Object | | Collateral | | Install. matur. as of Sep. 30, 2013 (€/000) | | | Install. matur. as of Sep. 30, 2014 (€/000) | | | Install. matur. as of Sep. 30, 2015 (€/000) | | | Install. matur. as of Sep. 30, 2016 (€/000) | | | Install. matur. as of Sep. 30, 2017 (€/000) | |
CONTE ROSSO & PARTNERS, S.R.L. | | CAPITAL LEASE | | Building purchase | | Headquarter property, via B.Buozzi, Rome, Italy | | | 98 | | | | 102 | | | | 107 | | | | 111 | | | | 115 | |
CONTE ROSSO & PARTNERS, S.R.L. | | UNSECURED LOAN | | Cash facility | | - | | | 328 | | | | 350 | | | | | | | | | | | | | |
ARAL IMMOBILIARE, S.r.l. | | MORTGAGE LOAN | | Building purchase | | Building, Porto Cervo (Olbia), Italy | | | 60 | | | | 61 | | | | 63 | | | | 65 | | | | 68 | |
MASSERIA SANTO SCALONE, S.r.l. | | MORTGAGE LOAN | | Building purchase | | Hotel and land property, Santo Scalone, Ostuni (Brindisi), Italy | | | 175 | | | | 183 | | | | 192 | | | | 201 | | | | 210 | |
MASSERIA SANTO SCALONE, S.r.l. | | MORTGAGE LOAN | | Building purchase | | Hotel and land property, Santo Scalone, Ostuni (Brindisi), Italy | | | 510 | | | | | | | | | | | | | | | | | |
PRIMESINT, S.r.l. | | CAPITAL LEASE | | Building purchase | | Building, Via Benaco, San Giuliano (Milan), Italy | | | 21 | | | | 22 | | | | 23 | | | | 24 | | | | 25 | |
RIPA HOTEL & RESORT S.r.l. | | CAPITAL LEASE | | Building purchase | | Hotel property in Rome, Italy | | | 578 | | | | 605 | | | | 633 | | | | 662 | | | | 692 | |
TERME DI GALZIGNANO, S.r.l. | | MORTGAGE LOAN | | Building purchase | | Hotel property in Galzignano (Padova), Italy | | | 1,379 | | | | 1,379 | | | | 1,379 | | | | 1,379 | | | | 1,379 | |
| | | | | | TOTAL | | | 3,149 | | | | 2,702 | | | | 2,397 | | | | 2,442 | | | | 2,489 | |
The following table sets out the amounts of the assets held and used by capital lease:
| | Asset Balances as of | | | Asset Balances as of | |
Class of property | | September 30, 2012 | | | December 31, 2011 | |
| | | | | | |
Building | | € | 42,580 | | | € | 42,580 | |
| | | | | | | | |
Less: accumulated depreciation | | | 5,456 | | | | 4,498 | |
| | | | | | | | |
Net balance | | € | 37,124 | | | € | 38,082 | |
The following table sets out the schedule of the undiscounted and discounted future minimum lease payments:
Minimum lease payments (future and net present value) | | | |
Twelve months-period ending September 30: | | €'000 | |
2014 | | | 2,012 | |
2015 | | | 2,012 | |
2016 | | | 2,012 | |
2017 | | | 2,012 | |
2018 | | | 2,012 | |
Later years | | | 21,323 | |
Purchase option | | | 12,059 | |
Net minimum lease payments | | | 43,443 | |
Less: Amount representing interest | | | 16,036 | |
Present value of net minimum lease payments | | € | 27,407 | |
As of September 30, 2012, there are no unused credit lines.
12. Shareholder’s loans
In order to strengthen the Group’s capital position and taking into account future financial commitments to enable the real estate investment and development projects to be progressed, in the last quarter of 2011, Mr. Conte waived repayment of shareholder’s loans of € 25.9 million.
13. Commitments and contingencies
The Company and certain subsidiaries are defendants in legal actions in the normal course of business. Based on the advice of legal counsel, management believes that the amounts recognized and recorded as debt provisions or asset negative adjustments are sufficient to cover probable losses in connection with such actions.
The risk provisions or negative adjustments are recognized when in accordance with the opinion of legal counsel the liability is probable and measurable.
14. Income taxes
Tax losses carryforwards
Under Italian tax law the operating loss carryforwards available for offset against future profits can be used indefinitely. Operating loss carryforwards are only available for offset against national income tax, in the limit of 80% of taxable annual income.
Our operating losses carried forward and available for offset against future profits as of September 30, 2012 and December 31, 2011 is €6.045 and €8.195, respectively.
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.
Components of the Company’s deferred tax asset are as follows as of September 30, 2012 and December 31 2011:
| | 2012 | | | 2011 | |
Deferred tax asset – net operating loss carryovers | | | 1,622 | | | | 1,431 | |
Less Valuation allowance | | | 1,622 | | | | 1,431 | ) |
Net deferred tax asset | | € | - | | | € | - | |
The Company periodically evaluates whether it is more likely than not that it will generate sufficient taxable income to realize the deferred income tax asset. The ultimate realization of this asset is dependent upon the generation of future taxable income sufficient to offset the related deductions. At the present time, management cannot presently determine when the Company will be able to generate sufficient taxable income to realize the deferred tax asset; accordingly, a valuation allowance has been established to offset the asset.
The reconciliation of income tax benefit attributable to continuing operations computed at the Italian statutory tax rates to the income tax benefit recorded is as follows:
| | Nine months ended September 30, | |
| | 2012 | | | 2012 | |
Income tax at Italian statutory rate of 27.5% | | € | 615 | | | € | (744 | ) |
Increase in valuation allowance | | | (615 | ) | | | 744 | |
Income tax benefit | | € | - | | | € | - | |
15. Subsequent events
In November 2012 the Company consummated a share exchange with Southern State Sign Company. The Share Exchange is being accounted for as a reverse merger. Our consolidated financial statements after completion of the Share Exchange will include the assets and liabilities of both companies, our historical operations and the operations of CR&P from November 1, 2012, the date of the Share Exchange Agreement.