UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

 

Ferro Corporation
__________________________________________
(Exact name of registrant as specified in its charter) 

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: 

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

---

 

Explanatory Note

On July 7, 2015, Ferro Corporation (“Ferro”) completed its previously announced acquisition of Nubiola Pigmentos (“Nubiola”), a worldwide producer of specialty inorganic pigments, pursuant to the Agreement for the Sale and Purchase of Nubiola, dated April 29, 2015, (as amended by that certain Addendum thereto dated July 7, 2015). This amendment to Ferro’s Current Report on Form 8-K filed on July 9, 2015, (the “Initial Form 8-K”) is being filed to provide the financial statements described in Item 9.01 below, which were not previously filed with the Initial Form 8-K, and which are permitted to be filed by amendment no later than 71 calendar days after the date the Initial Form 8-K was required to be filed with the Securities and Exchange Commission.

Item 9.01. Financial Statements and Exhibits.

 

The historical audited combined financial statements of Nubiola as of and for the years ended December 31, 2014, 2013 and 2012 and related notes thereto are attached hereto as Exhibit 99.1 and are incorporated herein by reference.  

 

 

The unaudited pro forma condensed combined balance sheet of Ferro as of March 31, 2015, and the unaudited pro forma condensed combined statements of operations for the year ended December 31, 2014, and for the three months ended March 31, 2015, and the related notes thereto are attached hereto as Exhibit 99.2 and are incorporated herein by reference.

 

(d)Exhibits.

 

---

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Ferro Corporation

 

By:  /s/ Jeffrey L. Rutherford________

Name: Jeffrey L. Rutherford

Title:   Vice President and Chief Financial Officer

September 22, 2015

 

 

---

 

Exhibit Index

 

 

---

 

 

CONSENT OF INDEPENDENT AUDITORS

 

We have issued our report dated September 18, 2015, with respect to the combined financial statements of Grupo Nubiola (Chemical Activities) as of December 31, 2014, 2013, and 2012 and for the three-year period ended December 31, 2014, which are included as an exhibit in the Current Report of Ferro Corporation on Form 8-K/ A dated September 22, 2015. We consent to the incorporation by reference of said report in the Registration Statements of Ferro Corporation on Forms S-8 (File Nos. 333-91774, 333-97529, 333-108179, 333-141088, 333-172079, and 333-190289).

 

 

/s/ Grant Thornton, S.L.P_______

 

GRANT THORNTON, S.L.P.

 

 

 

Sergi Puig-Serra

Barcelona, Spain

September  22, 2015

 

 

 

 

 

---

REPORT OF INDEPENDENT CERTIFIED AUDITORS

 

Shareholders/Partners of

IVORY CORPORATION, S.A.,

CORPORACIÓN QUÍMICA VHEM, S.L., and

COMERCIAL QUÍMICA DIBÓN, S.L.

commissioned by the Management

 

We have audited the accompanying combined financial statements of Ivory Corporation, S.A., Corporación Química Vhem, S.L. and Comercial Química Dibón, S.L. (hereafter referred to as “Grupo Nubiola”, Chemical Activities), which is explained in Note 1 of the attached notes to the combined financial statements, which comprise the combined balance sheets as of December 31, 2014, 2013 and 2012, and the related combined statements of profit and loss, changes in combined net equity, and cash flows for the years then ended, and the related notes to the combined financial statements.

Management’s responsibility for the financial statements

Management is responsible for the preparation and fair presentation of these combined financial statements in accordance with accounting principles generally accepted in Spain; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of combined financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s responsibility

Our responsibility is to express an opinion on these combined financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America and in Spain. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the combined financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the combined financial statements 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. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the combined financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

 

 

 

---

 

Opinion

In our opinion, the combined financial statements referred to above present fairly, in all material respects, the financial position of Grupo Nubiola (Chemical Activities) as of December 31, 2014, 2013, and 2012, and the results of their operations and cash flows for the years then ended in accordance with accounting principles generally accepted in Spain.

 

Emphasis of Matter

Accounting principles generally accepted in Spain (Spanish GAAP) varies, in certain material respects, from accounting principles generally accepted in the United States of America (U.S. GAAP).  A summary of these differences and a partial reconciliation of the combined balance sheet and net income for each of the two years in the period ended December 31, 2014 from Spanish GAAP to U.S. GAAP, as permitted by Item 17 of Form 20-F of the Securities and Exchange Commission of the United States, are set forth in Note 26.  Our opinion is not modified with respect to this matter.

 

/s/ Grant Thornton, S.L.P_______

Grant Thornton, S.L.P.

 

 

Sergi Puig-Serra

Barcelona, Spain

September 18, 2015

---

 

 

GRUPO NUBIOLA (Chemical Activities)

Combined Balance Sheets

(stated in EUR)

 

 

The accompanying footnotes are an integral part of these combined financial statements

 

---

 

GRUPO NUBIOLA (Chemical Activities)

Combined Statements of Profit and Loss 

 (stated in EUR)

 

 

 

The accompanying footnotes are an integral part of these combined financial statements

 

 

 

 

 

 

 

 

 

 

---

 

GRUPO NUBIOLA (Chemical Activities)

Statements of Changes in the Combined Net Equity

(stated in EUR)

 

A)STATEMENT OF RECOGNIZED INCOME AND EXPENSES

 

 

 

B)STATEMENT OF TOTAL CHANGES IN NET EQUITY

 

 

 

* Includes reserves of combined entities

** Corresponds primarily to the reversal of revaluations at Nubiola Colombia Pigmentos, S.A.

 

The accompanying footnotes are an integral part of these combined financial statements

---

 

 

 

 

GRUPO NUBIOLA (Chemical Activities)

Combined Statements of Cash Flows

 (stated in EUR)

 

 

 

The accompanying footnotes are an integral part of these combined financial statements

 

 

 

 

 

 

 

 

 

 

 

 

---

 

1.Parent company and subsidiaries

 

GRUPO NUBIOLA (chemical activities) is comprised of several companies, basically asset-holding, commonly shared, directly and indirectly, by a group of individuals. These companies (“parents”) are the following:

 

 

 

 

Corporación Química Vhem, S.L. is owned 44% by Ivory Corporation, S.A., with the remaining capital a direct property of the individual and corporate shareholders.

The subsidiaries included in the group combined financial statements “the group”, which are engaged in pigment production and/or marketing activities, particularly ultramarine blue and other inorganic pigments are:

 

 

 

 

 

 

(1)Addition of percentages of direct ownership held by parent companies.

(2)Ownership of Dibón, U.S.A., LLC.

(a)Audited by Grant Thornton, S.L.P.

(b)Audited by Grant Thornton Audit S.R.L.

(c)Audited by Grant Thornton Ulloa Garzón y Asociados

(d)Audited by Walker, Chandiok & Co.

(e)Audited by Maulin & Jenkins

(f)Audited by Grant Thornton

(g)Audited by Specialised Auditing Company Activ Ltd.

(h)Corporations whose financial statements have not been audited

 

All the mentioned corporations close their annual accounts on December 31st and have been included in the combination by applying the global integration method, in case there is ownership among them, or by aggregation, in case there is no ownership among them, with the corresponding adjustments and deletions of operations and intra-group balances.

During the fiscal years 2014 and 2012, there were no changes in the scope of the consolidation. During fiscal year 2013, the only change in the scope of the combination was due to the merger between Nubiola USA, LLC (acquiring company) and Delta Colours, INC (acquired company).

The corporations Haining Lemei (China) and Arland Fundada 2012, S.L.U. (Spain) have not been included in the scope of the combination because they exhibit no significant figures as of December 31, 2014 (see Note 8).

The functional currency of the Group is the euro (EUR).

 

2.Basis for presentation of the combined annual accounts

---

 

 

a)Fair view

The combined financial statements, comprised of the combined balance sheets, the combined statements of profit and loss, the combined statements of changes in the net equity, the combined statements of cash flows and the explanatory notes 1 to 27, were obtained from the accounting records of the parent companies and subsidiaries detailed in Note 1, with application of the current legal provisions in accounting, specifically the Royal Decree No. 1159/2010, dated September 17, approving the regulations for the formulation of combined annual accounts and modifying the General Accounting Plan approved by Royal Decree No. 1514/2007, with the aim of showing a fair view of the Groups assets, financial situation, results and changes in net assets occurred during the corresponding fiscal year.

Except otherwise indicated, all the figures shown in the notes are expressed in euros.

b)Accounting principles

These financial statements have been prepared applying the accounting principles generally accepted in Spain. There is no mandatory accounting principle that, having a significant effect, has not been applied.

c)Combination principles

The combination has been done using the global integration method for all the subsidiaries, since an effective control was available thanks to the vote majority in their representation and decision entities.

d)Critical aspects of the uncertainty valuation and estimation.

Estimations made by the Directors of Corporación Química Vhem, S.L. have been used in the preparation of combined financial statements in order to valuate some assets, liabilities, income, expenses and commitments recorded in them. Basically, these estimations refer to:

a)The service life of material assets, intangibles and real estate investment (notes 3f, 3g and 3i).

 

b)The evaluation of possible loss due to impairment of certain assets (note 3h).

 

c)Valuation of certain financial instruments (note 3k).

 

d)Valuation of certain hedge accounting (note 3l).

 

e)The estimation of projections to assess recovery of deferred tax assets (note 3q).

 

In spite of these estimations being done based on the best available information as of closing of fiscal year 2014, it is possible that some events that may happen in the future force them to be modified (upward or downward) in the following fiscal years, which would be done in their case, prospectively.

e)Grouping of line items

Certain items of the combined balance sheets, the combined statements of profit and loss and of the combined statements of changes in net equity are presented in groups in order to make them easily understandable, while, to the extent that it is meaningful, the disaggregated information has been included in the corresponding explanatory notes.

f)Elements recorded in several items

No element that has been recorded in two or more items of the combined balance sheets has been identified in the preparation of the combined financial statements.

---

 

g)Comparison of information

Comparative information regarding the previous fiscal year is disclosed for all the amounts included in the combined financial statements for the current year.

In the preparation of the combined financial statements for the fiscal year 2014, and in order to enable comparison, the following reclassifications have been made in the balance corresponding to fiscal year 2013:

-  The amount of EUR 1,358,528 from the heading long-term debts with credit institutions to the heading other long-term financial liabilities.

 

-  The amount of EUR 104,882 from the heading long-term debts with credit institutions to the heading other long-term financial liabilities.

 

h)Classification of current and non-current items

For the classification of current items, the maximum term of one year from the date of these combined financial statements has been considered.

i)Changes in accounting criteria

In the preparation of the attached combined financial statements, changes in the significant accounting criteria have occurred regarding the criteria applied in the previous fiscal years that have involved the re-expression of the amounts included in the combined financial statements for the previous year.  Said changes in accounting criteria correspond to the treatment of the exchange differences in long-term foreign currency loans with companies from the group; said loans were considered as non-currency items, i.e., as a greater value of investment in the Parent company Corporación Química Vhem, S.L., and due to a change in the equity organization of the Group, the long-term loans with companies from the group change their accounting treatment and are considered as currency items.  Below is the comparison between the amounts shown in the combined balance for year 2013 and the re-expressed balances:

 

 

 

The detail of the re-expressed figures of the combined profit and loss account for the year 2013 is as follows:

 

 

 

3.Valuation and recording standards

The main valuation standards applied in the preparation of the financial statements are the following:

---

 

a)Goodwill

It corresponds to the positive differences of the first combination between the accounting value of participation, whether direct or indirect, of the partner company in the capital of each subsidiary and the value of the proportional part of the own fund of said subsidiary attributable to such participation on the first of the first combination, considering as such January 1, 2004. When the acquisition date of the participation is after the date of the first combination, the goodwill is determine by the difference between the value satisfied by participation and the fair value of the assets and liabilities acquired as of such date.

The difference of the positive combination as of the date of the first combination is directly allocated, to the extent possible, to the equity elements of the subsidiary, increasing the value of the assets with the limit of their market value. The positive differences non attributable to equity elements are recorded as goodwill.

 

Until December 31, 2007 they were amortized on a straight line applying an annual 10%. According to the provisions included in the General Accounting Plan, the goodwill is not amortized, realizing annually the corresponding "impairment test” (see note 3h). The valuation corrections due to impairment, as a consequence of the application of the "impairment tests”, are not subject of reversal in the following fiscal years.

b)Negative difference of combination 

It corresponds to the positive differences of the first combination between the accounting value of participation, whether direct or indirect, of the partner company in the capital of each subsidiary and the value of the proportional part of the own fund of said subsidiary attributable to such participation on the first of the first combination, considering as such January 1, 2004.

 

The negative differences originate on acquisitions after the first date of combination, determined by the differences between the fair value of the assets and liabilities acquired and the amount paid, are attributed to the results of the fiscal year.

 

The generated negative differences of the first combination have the reserve consideration of the Parent company.

 

c)Conversion of financial statements into foreign currency

The conversion of annual accounts of a company whose currency is different to the euro has been done according to the following rules:

-The items of balance sheet assets and liabilities have been converted applying the exchange rate at closing.

 

-The net equity items, including the year's results, have been converted applying the historical exchange rate. In particular, the income and expenses, including those recognized in the net equity, have been converted applying the median exchange rate for the year.

 

-The differences arising in the funds among the figures obtained and the net equity at the beginning of the fiscal year, as well as those generated from the conversion of the profit and loss account, are recorded directly against net equity in the account “Conversion differences,” in their case, net of the tax effect and once deducted the part of said difference corresponding to the minority interest.

 

-The goodwill and adjustments to fair values of assets and liabilities derived from the application of the acquisition method are considered elements of the acquired company and have been converted by applying the exchange rate at closing.

---

 

 

d)Transactions among companies included in the scope of combination

The elimination of back to back credits and debits and expenses, income and results from internal operations have been performed based on the provisions to this regards contained in Royal Decree No. 1159/2010 dated September 17.

 

e)Equalization of line items

The valuation standards used by the different companies of the Group do not differ significantly, so no adjustments of valuation equalization were necessary, except in the case of two events:

-Retrocession of the adjustments due to inflation and revaluation of assets recorded between 2004 and 2007 (both inclusive) by the Colombian company.

 

-Equalization of the amortization rates of fixed assets.

f)Intangible assets

Industrial property and information technology applications are valued at the acquisition price or production cost. Particularly, the following criteria are applied:

-Industrial property

This heading includes research and development expenses activated when the corresponding patent or similar is obtained. They are amortized over a period of 5 years.

-Computer applications

The amounts satisfied by the access to property or right of use of computer programs are included, only in the cases where their utilization for several years is expected. The maintenance expenses of these computer applications are allocated as expenses of the fiscal year when incurred.

Its amortization is recorded linearly over 4 years, from the moment when the use of the corresponding computer application begins.

g)Tangible fixed assets

The tangible fixed assets are recorded at acquisition cost for the Group, which includes unrealized gains included in the acquisition cost of Colores Hispania, S.A., for EUR 659,000, plus the different revaluations practiced to it until December 31, 2003 in observance of the various local regulations (basically, balance sheet update laws in Spain and inflation adjustments in Colombia).

The expansion, updating and improvement costs are recorded as a greater value of the property, only if they include an increase in their capacity or efficiency, productivity or an extension of service life. The conversation and maintenance expenses are charged to the profit and loss account on the fiscal year when incurred.

The amortization is recorded linearly based on the estimated service life of the corresponding property. The annual coefficient of amortization applied are the following:

 

 

Additionally, the following particular standards apply:

g.1)Land and natural property

The refurbishing costs, such as for closing, earthwork, sanitation and drainage, building demolishing when necessary to build new plants, inspection and drawing of floorplans when they are performed prior to acquisition, as well as initial estimation of the current value of present liabilities derived from rehabilitation costs of the premise are included in their acquisition price.

Undeveloped land is not amortized.

g.2)Property associated to operational leasing and other similar operations

The investments that cannot be separated from those elements used through leasing qualified as operational, are accounted as immobilized material when they comply with the definition of assets.

The amortization of these investments is performed based on their service life, which will be the duration of the lease or assignment agreement, including the renewal period when there is evidence supporting that this will happen, when this is shorter than the asset's economic life.

g.3)Assets in construction and advances

All payments on account incurred in the purchase of property, technical facilities and other fixed assets before effective delivery or implementation of such are included.

h)Value impairment of intangible and tangible fixed assets

As of the closing of each fiscal year, provided there is evidence of loss of value, the Group next estimates, by means of the "impairment test”, the possible existence of loss of value that may reduce the recoverable value of said assets to an amount below their book value.

The recoverable amount is determined as the greater amount between the fair value less the sales costs and the use value.

The recoverable values are calculated for each cash generating unit, however in the case of tangible fixed assets, whenever possible, impairment calculations are performed individually, one element at a time.

In the event that a loss needs to be recognized due to impairment of a cash-generating unit to which all or part of goodwill has been allocated, the accounting value of the goodwill corresponding to said unit is reduced in the first place. If the impairment exceeds the amount of it, proportionally to its accounting value, the one from the rest of assets in the cash-generating unit is reduced next, up to the limit of greater value among the following: its fair value less the sales costs, its use value and zero. The impairment loss shall be recorded on account of the fiscal year's results.

When an impairment loss reverts later (a circumstance not allowed in the specific case of a goodwill), the amount in books of the asset or the cash-generating unit increases in the revised

---

 

estimation of its recoverable amount, but in a such a way that the increased amount in books does not exceed the amount in books that would have been determined if no impairment loss had been recognized in previous fiscal years. Said reversion of a value impairment loss is recognized as income in the profit and loss account.

i)Real estate investments

This heading groups the values of land, buildings and other constructions maintained, whether to be exploited under rental, obtain gains for their sales as a consequence of the increases occurred in the future with their corresponding market prices.

For these assets, the Group applies the valuation standards relating to tangible fixed assets.

j)Leasing and other similar operations

The Group records as financial leasing those operations for which the lessor transfers substantially to the lessee the risks and benefits inherent to ownership of the asset under contract, recording the rest as operating leasing.

The income and expenses derived from the operating lease contracts are accounted on the loss and profit account in the fiscal year when they accrue.

Any other charge or payment performed when contracting the operational lease is treated as an advance charge or payment, as the benefits of the leased asset are assigned or received.

k)Financial instruments

k.1)    Financial assets

The financial assets owned by the Group are classified, for valuation purposes, in the following categories:

 

k.1.1)  Receivable loans and items

Corresponding to credits, for commercial or non-commercial operations, originated in the sale of property, cash deliveries or provision of services, whose charges are of a determined or determinable among and that are not traded in an active market.

They are initially recorded at the fair value of the consideration paid plus the transaction costs directly attributable. They are valued later at their amortized cost, recording the interest accrued in the results account based on the current interest rate.

Notwithstanding the above, credit for commercial operations with a maturity no higher than one year and that do not have a contractual interest rate are valued initially at their face value, provided the effect of not updating the cash flows is not significant, in which case they will continue to be valued later at said amount, except if impaired.

The valuation rectifications due to impairment are recorded based on the difference between their book value and the current value at year closing of future cash flows estimated to be generated, discounted at the effective interest rate calculated at the time of their initial recognition. These corrections are recognized in the profit and loss account.

k.1.2)     Investments in the equity of companies and associates

---

 

Group companies are those linked to the parent companies under a control relationship, and associated companies are those upon which they exert significant influence. Investments that have not been object of elimination in the combination process are valued initially at cost, which will be equal to the fair value of the consideration paid plus the transaction costs directly attributable.

Its later valuation is performed at cost, reduced, in this case, by the accumulated amount from the impairment valuation correction. Said corrections are calculated as the difference between their book value and the recoverable amount, understood as the greater amount between its fair value minus the sales costs and the current value of future cash flows expected from investment. Except for a better evidence of the recoverable amount, the net equity of the participated entity is taken, corrected by the existing unrealized gains as of the date of valuation, including goodwill, if any.

Changes in value due to impairment valuation corrections and, in this case, its reversion, are recorded as an expense or income, respectively, in the profit and loss account.

k.1.3)    Investments held to maturity

The values representative of debt are included in this category, with a fix maturity date and charges of a set amount, that are traded in an active market and upon which the Group expresses its intention and ability to hold until maturity.

They are initially recorded at the fair value of the consideration paid plus the transaction costs directly attributable. These investments are valued later at their amortized cost and the interests accrued in the period are calculated by applying the effective interest rate method.

The valuation impairment corrections are recognized in the profit and loss account, calculated based on the difference between their book value and the current value at year closing of future cash flows estimated to be generated, discounted at the effective interest rate established at the time of their initial recognition.

k.1.4)   Other financial assets at fair value with changes in the profit and loss account

The financial assets derived as designed by the Group at the time of initial recognition are included, whether because said designation eliminates or reduces significantly any accounting asymmetry, whether because said assets are a group of financial assets whose performance is assessed by the Management of the Parent companies, based on their fair value and according to an established and documented strategy.

They are recorded initially at fair value of the consideration paid. Transaction costs directly attributable are recognized in the fiscal year's profit and loss account. Its later valuation is performed at fair value allocating the changes occurred in it directly to the profit and loss account.

k.2)     Financial liabilities

A financial liability is recognized in the balance when a mandatory part of the contract or legal business is converted by the Group according to the provisions set forth.

---

 

Debits and payable items originated by the purchase of goods and services for traffic operations of the company or non-commercial operations are initially valued at fair value of the consideration paid, adjusted by the transaction costs directly attributable.

Notwithstanding the above, credit for commercial operations with a maturity no higher than one year and that do not have a contractual interest rate are valued initially at their face value, provided the effect of not updating the cash flows is not significant, in which case they will continue to be valued later at said amount, except if impaired.

Debit and items payable are value, later, by their amortized cost, using effective interest rate. Those who, according to the comments in the previous paragraph, are valued initially at face value, continue to be valued at said amount.

The other financial assets, both short and long term, correspond to debt granted to the Group at zero interest rate; they are valued at their amortized cost and the interests accrued in the period are calculated by applying the effective interest rate method. At the initial moment, the debt is recorded at the current value considering as a reference a market interest rate and the balancing entry is recorded in a received subsidy, donation and grant account.

The financial instruments derived from liabilities, i.e., with unfavorable valuation for the company are valued at their fair value, following the same criteria than those corresponding to the financial assets maintained to negotiate as described in the previous paragraph.

The Group writes off the financial liabilities when they extinguish the obligations that generated them.    

k.3)    Bonds delivered and received

Bonds delivered, both at long and short-term, are value by the face amount and the cash flow discount is not performed since their effect is not significant.

l)Hedge accounting

The Group has several interest rate hedging, classified as cash flow hedging, and exchange rate hedging, classified as fair value hedging, which are accounted as described below:

-Cash flow hedging: Those that cover exposure to the variation of cash flows attributed to a certain risk associated to recognized assets or liabilities or a highly probable transaction. The portion of the gain or loss on the hedging instrument that has been determined as effective hedging is recognized temporarily in net equity and is allocated in the profit and loss account in the same period in which the element is hedged, unless the hedge relates to a forecast transaction that results in the recognition of a non-financial asset or liability, in which case the amounts recognized in net equity are included in the cost of the asset or liability when acquired or assumed.

-Fair value hedging: They are recorded in this way those that hedge the exposure to changes in fair value of recognized assets or liabilities or firm commitments not yet recognized. Changes in the value of the hedging instrument and the hedged item attributable to the hedged risk are recognized in profit and loss account.

 

m)Inventories

Inventories are valued at cost or market value, whichever is lower.

The cost is determined based on the following criteria:

---

 

-Raw materials and commercial products at median acquisition price.

-In progress and finished products, the cost resulting from adding the value of consumed raw materials, direct and indirect costs incurred in production.

 

The market value is determined for the raw materials and commercial products considering replacement cost or net realizable value, if lower. For products in progress and finished, its net realizable value, net of selling expenses.

n)Transactions in foreign currency

The functional currency conversion of monetary items denominated in foreign currency is performed by applying the exchange rate at the time of the relevant transaction, adjusted at year end according to the exchange rate at that time.

Exchange differences that occur as a result of the valuation at year end of debits and credits in foreign currencies are recognized directly in the profit and loss account.

o)Cash and other equivalent liquid assets

Cash and cash equivalents and other liquid assets include cash in hand and bank deposits with credit institutions. Also, included under this heading are other short-term highly liquid investments if they are readily convertible into certain amounts of cash and which are subject to an insignificant risk of changes in value. To this end investments with maturities of less than three months from the date of acquisition are included.

p)Subsidies received

The Group records the subsidies received according to the following criteria:

p.1)Non-refundable capital subsidies

They are initially recorded as income recognized directly in equity, being recognized in the profit and loss account as income on a systematic and rational basis in line with the expenses derived from the subsidy, donation or grant according to the criteria described below:

-The amounts received without assignment to a specific purpose are recognized as income for the year.

-The amounts corresponding to the difference between the face value and the present value of financial debts to zero interest rate are considered to correspond to interest rate subsidies. They are charged to income upon accrual of interest on the debt, offsetting the amounts to be recorded each year as financial expense.

-If they are granted for the acquisition of assets or inventories, they are charged to income in proportion to the redemption or, where applicable, when their disposal, impairment loss or low balance sheet occurs.

p.2)Non-refundable operating subsidies

Operating subsidies are credited to income on accrual basis.

q)Profit tax

The expense or income for profit tax is calculated by adding the expense or income for the current tax plus the part corresponding to the expense or income for deferred tax. The Group does not pay taxes in a combined taxing regime since it does it individually for each company.

The current tax is the amount that results from applying the tax rate to the taxable profit and after applying the deductions allowable for tax purposes.

---

 

The expense or income deferred tax corresponds to the recognition and de-recognition of assets and deferred tax liabilities. These include temporary differences identified as those amounts expected to be payable or recoverable arising from differences between the carrying amounts of assets and liabilities and their tax value and tax loss carryforwards pending offset and credits for deduction tax not fiscally applied. These amounts are recorded by applying the temporary difference or credit corresponding to the tax rate expected to be recovered or settled.

Liabilities for deferred taxes are recognized for all temporary taxable differences except for those arising from the initial recognition of goodwill or other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit and is not a business combination.

For its part, deferred tax assets are only recognized to the extent that it is considered probable that the Group will have future taxable profits against which they can be utilized.

Assets and deferred tax liabilities arising from transactions charged or credited directly to equity are also recognized in equity.

At each accounting closing the deferred taxes recorded in order to ascertain whether they still exist, and the appropriate adjustments to them, are reviewed. Also, assets for deferred taxes not recorded on the balance sheet are assessed and are recognized to the extent that their recovery is probable with future tax profits.

r)Assets of an environmental nature

Tangible fixed assets intended to minimize the environmental impact and improving the environment is valued at acquisition cost. The costs of expansion, modernization or improvements leading to increased productivity, capacity, efficiency, or a lengthening of the useful life of these assets are capitalized as an increased cost thereof. Repairs and the cost of repair and maintenance incurred during the year are charged to the profit and loss account.

The expenses arising from environmental activities or those activities to manage the environmental effects of the Group's operations are recognized on an accrual basis, i.e. when the actual flow of goods and services produced that they represent takes place, regardless of the monetary or financial flow.

s)Provisions

It corresponds to credit balances covering present obligations arising from past events, whose cancellation may cause an outflow of resources, which are uncertain regarding their amount and / or timing.

t)Non-current assets and disposal groups held for sale

t.1) Non-current assets held for sale

A non-current asset is classified as held for sale when its carrying amount is expected to be recovered mainly through sale rather than through continuing use and provided that the following conditions are met:

-The asset is available in its current condition for immediate sale, subject to usual and customary terms for sale.

-Its sale is highly probable, because the following circumstances occur:

1)The Group is committed to a plan to sell the asset, as it has initiated a program to locate a buyer and complete the plan.

2)The sale of the asset is actively being negotiated at the right price in relation to its current fair value.

---

 

3)It is expected that the sale will be completed within one year from the date of classification of assets as held for sale, unless, by events or circumstances beyond the control of the Company, the period of sale has to be extended, although it will remain committed to the asset disposal plan.

4)Actions to complete the plan indicate that it is unlikely that significant changes to it will occur or that it will be removed.

Non-current assets held for sale are measured at book value at the time of their classification in this category or at fair value less costs to sell, whichever is lower, registering in this case an impairment loss of that asset.

While an asset is classified as non-current held for sale, it is not amortized, allocating the appropriate valuation adjustments so that the carrying amount does not exceed the fair value less sale costs.

The impairment losses of non-current assets held for sale and reversed when the circumstances that motivated them have ceased to exist, are recognized in the income statement, except when it is appropriate to register them directly in the net equity according to the criteria generally applicable to the assets in their specific rules.

In the preparation of the cash flow statement these reclassifications that do not affect the cash flows of the group have been eliminated.

t.2)Disposal groups held for sale

The pool of assets and liabilities directly associated with those that will be available jointly, as a group are recorded under this heading, in a single transaction.

The same rules as in the previous paragraph are applied in their valuation. Consequently, the assets and associated liabilities that are excluded from its scope, are valued according to specific rules applicable to them.

Once this valuation is performed, the group of elements is valued jointly at the lower of their carrying amount and fair value less selling costs, including possible impairment losses as appropriate.

u)Transactions among related parties

Transactions between related parties, regardless of the degree of linkage, are accounted for in accordance with the general rules, initially at fair value. If the price agreed in an operation differs from its fair value, the difference is recognized based on the economic reality of the operation. Subsequent valuation is made in accordance with the provisions of the relevant rules.

v)Income and expenses

Are recognized on an accrual basis, i.e. when the actual flow of goods and services they represent occurs, regardless of when the resulting monetary or financial flow deriving from them occurs. Revenue is measured at the fair value of the consideration received, net of discounts and taxes.

The recognition of revenue from sales is when the risks and rewards of ownership of the property sold have been transferred to the buyer and the Group does not have the power to manage the goods, nor does it retain effective control over the same.

As for revenues from services, these are recognized by reference to the stage of completion of the transaction as of the balance sheet date, provided the outcome of the transaction can be estimated reliably.

---

 

w)Cash flow Statement

 

The cash flow statement has been prepared using the indirect method, and in this the following expressions are used which means:

 

-Operating activities: activities that constitute the revenue of the Group companies, and other activities that can not be classified as investing or financing activities.

 

-Investing activities: activities of acquisition, sale or other disposal of long-term assets and other investments not included in cash equivalents.

 

-Financing activities: activities that result in changes in the size and composition of the equity and liabilities that are not part of operating activities.

 

4.Intangible assets

The amounts and variations during the year under the items comprising intangible assets are as follows (in Euro):

 

 

---

 

 

 

The gross value of items in use that are fully amortized is as follows (in Euro):

 

 

 

 

The intangible assets outside of the Spanish territory are the following (in Euro):

 

 

 

Goodwill

The detail and movements in the “Goodwill” account are the following (in Euro):

 

 

 

The determination of the recoverable amount of goodwill and cash-generating unit is done through cash flow projections, applying reasonable growth and discount assumptions.

---

 

 

5.Tangible fixed assets

The amounts and variations during the year under the items comprising tangible assets are as follows (in Euro):

 

 

(*) From which, EUR 4,178,176 guarantee mortgage loans.

 

The Group has properties whose net value, independent from construction and land, as of closing of fiscal years 2014, 2013 and 2012, is the following (in Euro):

 

 

 

The Group has leased some of the buildings to third parties (see note 7). This construction is not classified as investment property since the amount is not significant.

The value of tangible fixed assets that are fully depreciated and still in use is as follows (in Euro):

 

 

 

 

The tangible fixed assets outside of Spanish territory is as follows (in Euro):

 

 

The Group's policy is to formalize insurance policies to cover possible risks to which the various elements of its tangible fixed assets are subject. At closing of fiscal year 2014, 2013,  and 2012 there was no deficit of hedging related to said risks.

 

6.Real estate investments

Balances and movements of the investment properties included under this heading are the following (in Euro):

 

 

 

 

 

The Group's investment property consists of land owned by Colors Hispania, SA and Nubiola Bulgaria OOD and maintained with the goal of obtaining capital gains by selling.

7.Leasing and other similar operations

7.1.Operating leasing

The amount of operating lease payments are recognized as revenue is as follows (in Euro):

 

 

 

The Group has contracted with tenants future minimum non-cancellable operating and upgradeable lease payments in response to changes in the CPI, which in accordance with the current contracts in force are (in Euro):

 

 

 

The most significant operating lease agreement held by the Group as lessor at closing of fiscal years 2014, 2013 and 2012 is signed by Nubiola Pigments, S.L. and it corresponds to the lease of a ship, an office space and the complete and necessary installation, including tanks, for the development of the activity of sea dumping of saline waters. These buildings are located on a surface ceded to the Company as an administrative concession by the Port Authority of Bilbao (APB), in the port of Zierbana. The contract began on October 1, 2005 and its duration is four years and the same shall be extended by annual periods. Also, the amounts from rents charged for the years 2014, 2013 and 2012 amounted to EUR 82,551, EUR 82,304, and EUR 82,309 respectively.

The amount of operating lease payments are recognized as expenses as follows (in Euro):

 

 

The Group has contracted with lessors future minimum non-cancellable operating and upgradeable lease payments in response to changes in the CPI, which in accordance with the current contracts in force are (in Euro):

 

 

---

 

The most significant operating leases held by the Group at closing of fiscal years 2014, 2013 and 2012 are as follows:

-Nubiola Pigmentos, S.L.: On May 13, 2002, the Port Authority of Bilbao granted the Company a concession for the occupation of a plot of about 2,988 m2, for storage of ultramarine blue, wet treatment and receiving of industrial water, in Zierbena.

 

The concession has a term of 20 years counted from the date of this resolution concession. Also, the amounts from rent paid for the years 2014, 2013, and 2012 amounted to EUR 37,433, EUR 39,782 and EUR 38,764, respectively.

-Office rental of Nubiola Pigmentos (Shangai) Co.

 

-Leasing of the building where the offices Nubiola Pigments, SL and Chemical Corporation Vhem, S.L. are located. The lease has been signed with a related company (see note 23).

 

-The rest of operating leases corresponds to various rental vehicles and trucks that the group companies renew at completion.

 

8.Related companies

The most significant information relating to associated companies is as follows (in Euro):

 

 

 

 

 

 

 

 

 

 

 

 

 

9.Long- and short-term financial investments

The Group classifies its financial investments, except for the investments in equity of associated companies that are shown in paragraph 8, based on the following categories (in Euro):

 

 

 

 

 

 

(1)Loans and receivables as of December 31, 2014 include bonds and long-term deposits amounting to EUR 62,085 (EUR 40,733 as of December 31, 2013 and EUR 40,738 as of December 31, 2012) with no set maturity.

 

 

 

---

 

 

 

 (*)Correspond, basically, to time deposits in financial entities. Additionally they include 1,600 thousand euros of deposits given to a Colombian company which has been taken over by the authorities of that country; the recoverability of this amount will depend on the final outcome of such intervention (Colombian society has made a provision of 1,046 thousand euros).

(**) Credits granted to third parties related to shareholders accruing a Euribor one-year interest rate plus 3.25 points.

 

 

 

 

(*)Correspond, basically, to time deposits in financial entities. Additionally they include 1 387 thousand euros of deposits given to a Colombian company which has been taken over by the authorities of that country; the recoverability of this amount will depend on the final outcome of such intervention (the Colombian company has made a provision of 692 thousand euros).

(**) Credits granted to third parties related to shareholders accruing a Euribor one-year interest rate plus 3.25 points.

b)Classification by maturity

The maturity breakdown of the various financial assets with fixed or determinable maturity, at year-end 2014 is as follows (in Euro):

 

 

 

 

The maturity breakdown of the various financial assets with set maturity, as of closing of fiscal year 2013 is as follows (in Euro):

 

 

 

 

 

 

 

 

 

---

 

The maturity breakdown of the various financial assets with set maturity, as of closing of fiscal year 2012 is as follows (in Euro):

 

 

 

10.Inventories

The detail of inventories, by company, is as follows (in Euro):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At year-end 2014, 2013 and 2012, the Group had no firm commitments to buy or sell, or futures contracts or options related to inventories.

During 2014 the impairment recorded in the profit and loss account amounts to EUR 14,532 (EUR 259,211 in 2013).

During 2012 the impairment recorded in the statement of profit and loss corresponded to Nubiola Pigmentos, S.L. for the amount of EUR 46,937, Nubiola Rumania, S.R.L. for the amount of EUR 16,977. The reversion recorded in the profit and loss account corresponded to Nubiola Pigmentos, S.L. for the amount of EUR 67,950, and Nubiola USA, LLC for the amount of EUR 90,846.

 

11.Trade debtors and other accounts receivable

The breakdown of the balance of "Trade debtors and other accounts receivable" is as follows (in Euro):

 

 

 

The changes arising from impairment losses arising from credit risk by class of financial assets were as follows (in Euro):

 

 

 

 

 

 

 

 

 

 

 

12.Net equity and own funds

12.1.Own funds

a)Share capital

Gathers the capital of the parent companies not eliminated in the combination process, i.e., the portion of capital held by the shareholders / individual partners who are senior partners together. Detail as of December 31, 2014, is as follows (in Euro):

---

 

 

 

 

On September 30, 2014 the General Shareholders Meeting of the parent company Corporación Química Vhem, S.L. agreed a reduction of share capital of EUR 878,348, by reducing the nominal value of all shares, from EUR 30.05 to EUR 15.16 each. The purpose of the capital reduction is the partial refund of contributions made to partners in proportion to the value actually paid, in accordance with Articles 329 and 330 of the Corporations Act.

 

Detail as of December 31, 2013, is as follows (in Euro):

 

 

 

 

 

 

Detail as of December 31, 2012, is as follows (in Euro):

 

 

 

On June 29, 2012 the Special General Shareholders Meeting of the parent company Ivory Corporation, S.A., agreed:

 

a)Reduction of share capital in the amount of EUR 232,739 through amortization of 20,700 own stocks

 

b)Reduction of share capital in EUR 1,254,241, through reduction of the face value of each one of the representative stocks of share capital, set in the amount of EUR 11,242 per share, up to the amount of EUR 9,368 per share, i.e., the face value is reduced to EUR 1,874 per share.

 

b) Issuance premium

Corresponds to Corporación Química Vhem, S.L., in the part that was not eliminated during the combination process.

c) Reserves

---

 

The breakdown is as follows (in Euro):

 

 

 

(*)Balances re-expressed as of December 31, 2013 (note 2i).

-  Non-distributable reserves

They correspond to the legal reserve of the parent companies, in the portion not eliminated or reclassified in the combination process. In general, they are not distributable and may be used to offset losses, provided that there are no other reserves available for this purpose. Detail by company as follows (in Euro):

 

 

 

 

 

 

-   Distributable reserves of parent companies

They correspond to the voluntary reserves of the parent companies, in the portion not eliminated or reclassified in the combination process. The detail is as follows (in Euro):

 

 

 

 

-   Negative differences of first combination

The detail of difference of first combination, by company, is as follows (in Euro):

 

 

---

 

 

-   Combination reserves in companies

 

 

 

 

 

 

 

 

 

Detail by company as follows (in Euro):

 

 

 

(*)Balances re-expressed as of December 31, 2013 (note 2i).

d) Own shares

On June 29, 2012, the Special General Shareholders Meeting of the parent company Ivory Corporation, S.A. agreed on the amortization of the total of own shares corresponding to 20,700 shares.

 

12.2.Adjustment due to change in value

-   The breakdown is as follows (in Euro):

 

 

 

(*)Balances re-expressed as of December 31, 2013 (note 2i).

-   Conversion differences

 

 

---

 

 

 

 

 

Detail by company as follows (in Euro):

 

 

 

(*)Balances re-expressed as of December 31, 2013 (note 21).

-   Other adjustments due to change in value

This heading includes valuations, net of tax, of cash flow hedges (see note 16).

 

12.3.Subsidies, donations and grants

Balances and variations in the items comprising subsidies, donations and grants received are as follows (in Euro):

 

 

 

At closing of fiscal years 2014, 2013 and 2012 all the requirements for the perception and enjoyment of the subsidies detailed above had been met.

12.4.Minority interest 

The movements of the fiscal year are as follows (in Euro):

 

 

 

 

The detail of this paragraph is as follows (in Euro):  

 

 

 

13.Long-term provisions

The detail of the balances and movements is as follows (in Euro):

 

 

 

 

 

 

14.Long- and short-term debt 

The long- and short-term debts are classified according to the following categories (in Euro):

 

 

 

 

 

 

(*)Balances reclassified according to the information comparison note 2g.

 

 

 

 

 

 

a)Classification by maturity

 

The maturity breakdown of the long- and short-term debts with fixed or determinable maturity, at closing of fiscal year 2014 is as follows (in Euro):

 

 

 

 

The maturity breakdown of the long- and short-term debts with set or determinable maturity, at closing of fiscal year 2013 is as follows (in Euro):

 

 

 

 

The maturity breakdown of the long- and short-term debts with set or determinable maturity, at closing of fiscal year 2012 is as follows (in Euro):

 

 

 

 

 

 

 

b)Other information

 

The discount lines and credit facilities granted are as follows (in Euro):

 

 

 

 

All the debts accrue market interest.

 

15.Trade creditors and other accounts payable

The breakdown of the balance of "Trade creditors and other accounts payable" is as follows (in Euro):

 

 

 

 

---

 

Details of outstanding payments to suppliers and creditors, according to Law 15/2010 of July 5 of the Spanish companies is as follows (in Euro):

 

 

---

 

16.Derivative financial instruments

The detail of derivative financial instruments is as follows (in Euro):

 

 

 

 

 

 

Hedging derivatives

 

The Group uses derivative financial instruments to hedge the risks to which their activities, operations and future cash flows are exposed. As part of these transactions, the Company has contracted certain hedging financial instruments, as follows:

 

 

 

 

 

 

 

 

 

 

As of December 31, 2014, 2013 and 2012 the Group has met the requirements detailed in Note 3 on valuation rules to classify financial instruments listed below as hedges. In particular, they have been formally designated as such, and verified that the hedge is effective.

 

a)Fair value hedging

 

The breakdown of fair value hedges in effect at closing of fiscal year 2014 is as follows:

 

 

 

At closing of fiscal year 2014, the expense recognized in the profit and loss account for the assessment of fair value hedges amounted to EUR 601,466 and has been registered under "exchange differences". At closing of fiscal year 2014, the expense recognized in the profit and loss account for the assessment of cash flow hedges amounted to EUR 147,136 and has been registered under "variation in fair value in financial instruments".

The breakdown of fiscal year 2012 is as follows:

 

 

b)Cash flow hedging

---

 

 

The breakdown of cash flow hedging is as follows:

 

 

 

(*)The maturity of the hedging instrument matches the year in which the cash flows are expected to occur and affect the profit and loss account.

The amounts recognized during the year in equity and realized gains and losses in relation to the above financial derivative transactions were (in Euro):

 

 

 

 

17.Information related to the income statement and net equity

The net gains or losses from the various categories of financial instruments, indicating separately income and expense calculated by applying the effective interest method, were as follows (in Euro):

 

 

 

Financial assets:

 

 

 

 

 

Financial liabilities:

 

 

18.Information on fair value 

At closing of fiscal year, the fair value of financial assets is as follows (in Euro):

 

 

 

 

At closing of fiscal year, the fair value of financial liabilities is as follows:

 

 

 

19.Information on the nature and level of risk arising from financial instruments

 

Qualitative information

The management of financial risks of the Group is centralized in the Finance Department of Corporación Química Vhem, S.L., which has mechanisms required to control exposure to changes in exchange rates, and interest rates, as well as the credit and liquidity risks. The main financial risks affecting the group companies are as follows:

a)Credit risk:

In general, the Group holds its cash and cash equivalents in financial institutions with high credit ratings. Additionally, it is noted that there is no significant concentration of credit risk with third parties.

b)Liquidity risk:

In order to ensure liquidity and meet all payment commitments arising from its activity, the Group has the cash shown on its balance sheet and financing lines as described in note 14 of long- and short-term debt.

c)Market risk:

Both the Treasury and the Group's borrowings are exposed to interest rate risk, which could have an adverse effect on the financial results and cash flows. Therefore, the risk management policy aims to limit and control the variations in interest rates on the result and cash flow, maintaining an adequate overall cost of debt. To achieve this goal, the Group has contracted interest rate hedging instruments to cover potential fluctuations in financial costs (see Note 16 Derivative financial instruments).

---

 

Regarding the exchange rate risk, it focuses mainly on the sale of finished products to countries in South America and North America, denominated in USD, and the purchase of raw materials, and operating expenses in USD. In order to mitigate this risk, the Group's policy is to enter into financial instruments (exchange insurance) and hedging derivatives to reduce exchange differences for foreign currency transactions.

Quantitative information

a) Interest rate risk

The Group's policy is to maintain its borrowings in fixed rate securities and hedge the variable ones with the hedging specified in note 16.

b) Exchange rate risk

The risk management policy of the Group is to cover the fair value of sales made in USD during the period.

Note 16 on derivative financial instruments details the derivative financial instruments contracted to hedge them.

 

20.Fiscal situation

Balances with public administration offices are as follows (in Euro):

 

 

 

 

(*)Balances re-expressed as of December 31, 2013 (note 21).

The current balances are included in the paragraphs "other debtors" and "other creditors", respectively.

The loss carryforwards tax offset of Spanish companies, are (in Euro):

 

 

 

Assets for deferred taxes recorded

The detail of this account’s balance is as follows (in Euro):

 

 

 

(*)Balances restated as of December 31, 2013 (note 2i).

The detail of the deductions to be applied is as follows (in Euro):

 

 

 

The deferred tax assets indicated above were recognized in the balance sheet because the Directors of Corporación Química Vhem, S.L. and group management consider that according to the best estimates of future results, including certain tax planning, it is probable that these assets will be recovered.

 

Liabilities for deferred taxes recorded

The detail of this account’s balance is as follows (in Euro):

 

 

 

 

 

 

Group companies generally have all their taxes for the not prescribed exercises open to inspection.

21.Income and expenses

a)Turnover

The breakdown of the net sales amount distributed by company and country is as follows (in Euro):

 

 

 

The breakdown of the net sales amount distributed by activity category and geographical markets is as follows (in Euro):

 

 

 

The net turnover relates mainly to the sale of chemicals.

b)Social contributions

---

 

It corresponds almost entirely to social security by Group companies.

c)Detail of combination results

The contribution of each company included in the scope of combination to combined income statement is as follows (in Euro):

 

 

 

 

 

(*)Balances restated as of December 31, 2013 (note 2i)

---

 

 

22.Information about the environment

The Group values investments related to environmental issues at their acquisition price. The amortization of the same is done in accordance with current amortization tables, taking into account the nature of the same. The detail of the investments performed is as follows (in Euro):

 

 

 

All those items that can be charged as an expense in the period, consumables, industrial safety items, etc., are taken directly to the income statement at the time of accrual thereof.

The costs accrued during 2014, 2013, and 2012 of an environmental nature have been EUR 674,707, EUR 606,044 and EUR 487,886 respectively, which relate mainly to expenses incurred for cleaning and waste management.

The Group has not made provisions to cover risks and charges for environmental actions, considering that there are no contingencies related to the protection and improvement of the environment.

23.Transactions with related parties 

The remuneration paid for all items during the years 2014, 2013 and 2012 by all members of the Boards of Directors and senior executives of the parent companies amounted to EUR 247,105, EUR 162,559 and EUR 133,276 respectively, for assistance and counseling, and EUR 1,291,800, EUR 888,869 and EUR 767,699, respectively, for salaries and wages.

 

During the years 2014, 2013, and 2012  the Group has paid EUR 78,869, EUR 91,295 and EUR 84,287, respectively in respect of rentals to the related company Societat Claris 89-91, S.L.

As of December 31, 2014, 2013 and 2012 there are no loans or advances granted to members of the Board of Directors and senior management of parent companies.

---

 

 

The Group has no obligation whatsoever in respect of pensions and life insurance to current and former members of the governing bodies and senior management of parent companies.

 

The Directors of the parent companies and other related parties per Article 231 of the Corporate Enterprises Act have reported no conflicts, direct or indirect, they may have with the Group’s interest concerns.

24.Non-current assets held for sale and liabilities associated with non-current assets held for sale

At the date of preparation of these financial statements, the Group has sold all fixed assets and property investments of the subsidiary Nubiola Bulgaria OOD, for its liquidation, so that the requirements established in the General Accounting Plan for these assets to be classified as "non-current assets held for sale" have been met. Also, according to the provisions of the regulations for the preparation of combined financial statements, the company Nubiola Bulgaria OOD has been object of combined and the assets and liabilities of the company at December 31, 2014 have been classified as non-current assets held for sale and liabilities associated with non-current assets held for sale.

The description of the assets and liabilities classified in this paragraph is as follows (in Euro):

 

 

 

No results have been recorded in the profit and loss statement, or the statement of changes in the derivatives net equity of this reclassification of assets and liabilities.

25.Other information

The average number of employees during the years 2014, 2013 and 2012 by category, as well as the breakdown by sex of the staff at closing is as follows:

 

 

 

The fees received by Grant Thornton for the years 2014, 2013 and 2012, for audit work amounted to EUR 65,220, EUR 64,571 and EUR 63,615, respectively. Those perceived by the auditors belonging to the Grant Thornton International network who participated in audits of foreign companies amount to EUR 50,631, EUR 46,626 and EUR 47,461, respectively.