Grifols, S.A.
Annual Accounts
31 December 2019
Director's Report
2019
(With Independent Auditor's Report Thereon)
(Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
Independent Auditor's Report on the Annual Accounts
(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
To the Shareholders of Grifols, S.A.
REPORT ON THE ANNUAL ACCOUNTS
Opinion _________________________________________________________________
We have audited the annual accounts of Grifols, S.A. (the "Company"), which comprise the balance sheet at 31 December 2019, and the income statement, statement of changes in equity and statement of cash flows for the year then ended, and notes.
In our opinion, the accompanying annual accounts give a true and fair view, in all material respects, of the equity and financial position of the Company at 31 December 2019, and of its financial performance and its cash flows for the year then ended in accordance with the applicable financial reporting framework (specified in note 2 to the accompanying annual accounts) and, in particular, with the accounting principles and criteria set forth therein.
Basis for Opinion ________________________________________________________
We conducted our audit in accordance with prevailing legislation regulating the audit of accounts in Spain. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Annual Accounts section of our report.
We are independent of the Company in accordance with the ethical requirements, including those regarding independence, that are relevant to our audit of the annual accounts in Spain pursuant to the legislation regulating the audit of accounts. We have not provided any non-audit services, nor have any situations or circumstances arisen which, under the aforementioned regulations, have affected the required independence such that this has been compromised.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
KPMG Auditores, S.L. Torre Realia, Plaça d'Europa, 41-43, 08908 L'Hospitalet de Llobregat (Barcelona)
Domicilio social: Paseo de la Castellana, 259C - Torre de Cristal - 28046 Madrid KPMG Auditores S.L., sociedad española de responsabilidad limitada y firma miembro de la red KPMG de firmas independientes afiliadas a KPMG International Cooperative ("KPMG International"), sociedad suiza.
Inscrita en el Registro Oficial de Auditores de Cuentas con el nº.S0702, y en el Registro de Sociedades del Instituto de Censores Jurados de Cuentas con el nº.10. Reg. Mer Madrid, T. 11.961, F. 90, Sec. 8, H. M -188.007, Inscrip. 9
N.I.F. B-78510153
Grant Thornton, S.L.P., Sociedad Unipersonal, Avda. Diagonal, 615, 10ª- 08028 Barcelona
Domicilio social: Pso. de la Castellana, 81, 11 - 28046 Madrid Miembro de Grant Thornton International Ltd
Barcelona · Bilbao · Castellón · Madrid · Málaga · Murcia · Pamplona · Valencia · Vigo Zaragoza
Inscrita en el Registro Oficial de Auditores de Cuentas con el nº.S0231, y en el Registro de Sociedades del Instituto de Censores Jurados de Cuentas con el 411 RM de Madrid T. 36.652, H M-657.409, F. 159
N.I.F. B-08914830
2
Key Audit Matters ________________________________________________________
Key audit matters are those matters that, in our professional judgement, were of most significance in the audit of the annual accounts for the current period. These matters were addressed in the context of our audit of the annual accounts as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Recoverable Amount of Investments in Group Companies
See notes 4 and 12 to the annual accounts
Key Audit Matters | How the Matter was Addressed in Our Audit |
As described in the notes to the annual accounts, at 31 December 2019 the Company has recognised non-current investments in Group companies and associates totaling Euros 2.400.917 thousand. The Company performs an annual assessment of the existence of objective evidence of impairment of investments in Group companies and estimates the recoverable amount at reporting date of those entities for which objective evidence of impairment exist.
The recoverable amount of these investments is determined by applying valuation techniques that require the Directors' judgement and the use of assumptions and estimates. Due to the uncertainty and judgement associated with these assumptions and estimates, as well as the significance of the carrying amount of the investments in Group companies, we have considered this valuation as a key audit matter.
Our audit procedures comprised the following:
- assessing the design and implementation of key controls established by the Company with respect to the process of estimating the recoverable amount of investments in Group companies,
- the evaluation of criteria used by the Company to assess the existence of objective evidence of impairment of the value of investments in Group companies identified by the Company.
- assessing the reasonableness of the methodology and assumptions used by the Company in estimating the recoverable amount of investments in Group companies, in collaboration with our valuation specialists. We have compared the cash flow forecasts estimated in prior years with actual flows obtained by the investees. We have also performed an analysis of the sensitivity of the estimates of recoverable amount to relevant assumptions and judgements, such as the discount rate, expected future growth rate and future cash flows.
We have also assessed whether the disclosures in the annual accounts meet requirements of the financial reporting framework applicable to the Company.
3
Other Information. Directors' Report ______________________________________
Other information solely comprises the 2019 Directors' Report, the preparation of which is the responsibility of the Company's Directors and which does not form an integral part of the annual accounts.
Our audit opinion on the annual accounts does not encompass the directors' report. Our responsibility regarding the information contained in the directors' report is defined in the legislation regulating the audit of accounts, which establishes two different levels for this information:
- A specific level applicable tonon-financial information, as well as certain information included in the Annual Corporate Governance Report (ACGR), as defined in article 35.2. b) of the Audit Law 22/2015, which consists of merely verifying that this information has been provided in the directors' report, or where applicable, that the reference corresponding to the separate report on non-financial information is included in the directors' report in the format stipulated by legislation and if not, report on this matter.
- A general level applicable to the rest of the information included in the directors' report, which consists of assessing and reporting on the consistency of this information with the annual accounts, based on knowledge of the entity obtained during the audit of the aforementioned accounts and without including any information other than that obtained as evidence during the audit. Also, assessing and reporting on whether the content and presentation of this part of the directors' report are in accordance with applicable legislation. If, based on the work we have performed, we conclude that there are material misstatements, we are required to report them.
Based on the work carried out, as described above, we have verified that the directors' report includes a reference stating that the information mentioned in section a) above is presented in the consolidated directors' report of the Grifols Group to which the Company belongs, that the information from the ACGR, mentioned above, is included in the directors' report and that the rest of the information contained in the directors' report is consistent with that disclosed in the annual accounts for 2019 and the content and presentation of the report are in accordance with applicable legislation.
Directors' and Audit Committee's Responsibility for the Annual Accounts
The Directors are responsible for the preparation of the accompanying annual accounts in such a way that they give a true and fair view of the equity, financial position and financial performance of the Company in accordance with the financial reporting framework applicable to the entity in Spain, and for such internal control as they determine is necessary to enable the preparation of annual accounts that are free from material misstatement, whether due to fraud or error.
In preparing the annual accounts, the Directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
The audit committee is responsible for overseeing the preparation and presentation of the annual accounts.
Auditor's Responsibilities for the Audit of the Annual Accounts _____________
Our objectives are to obtain reasonable assurance about whether the annual accounts as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion.
4
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with prevailing legislation regulating the audit of accounts in Spain will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence economic decisions of users taken on the basis of these annual accounts.
As part of an audit in accordance with prevailing legislation regulating the audit of accounts in Spain, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the annual accounts, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, and not for the purpose of expressing an opinion on the effectiveness of the entity's internal control.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Directors.
- Conclude on the appropriateness of the Directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the annual accounts or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
- Evaluate the overall presentation, structure and content of the annual accounts, including the disclosures, and whether the annual accounts represent the underlying transactions and events in a manner that achieves a true and fair view.
We communicate with the audit committee of Grifols, S.A. regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the entity's audit committee with a statement that we have complied with the applicable ethical requirements, including those regarding independence, and to communicate with them all matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated to the audit committee of the entity, we determine those that were of most significance in the audit of the annual accounts of the current period and which are therefore the key audit matters.
We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter.
5
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
Additional Report to the Audit Committee _________________________________
The opinion expressed in this report is consistent with our additional report to the Company's audit committee dated 27 February 2020.
Contract Period __________________________________________________________
At their ordinary general meeting held on 24 May 2019, the shareholders appointed us as auditors for the year ended 31 December 2019.
Previously, KPMG Auditores, S.L. was appointed for a period of three years from 31 July 1990 to 1992, by consensus of the shareholders at their general meeting, and have been auditing the annual accounts since the year ended 31 July 1990. Grant Thornton, S.L.P. Sociedad Unipersonal was appointed by consensus of the shareholders at their ordinary general meeting as auditor of the annual accounts for the year ended 31 December 2017.
KPMG Auditores, S.L. | Grant Thornton, S.L.P. Sociedad Unipersonal |
Entered in the Spanish Official Register | Entered in the Spanish Official Register |
of Auditors (R.O.A.C.) with number S0702 | of Auditors (R.O.A.C.) with number S0231 |
(Signed on the original in Spanish)
David Hernanz Sayans
Entered in the Spanish Official Register of Auditors (R.O.A.C.) with number 20236
27 February 2020
(Signed on the original in Spanish)
Carlos Villabona de la Fuente
Entered in the Spanish Official Register of Auditors (R.O.A.C.) with number 12720
27 February 2020
GRIFOLS, S.A.
Annual Accounts
and Directors' Report for the year
31 December 2019
(With Independent Auditor's Report Thereon)
(Free translation from the original in Spanish. In the event of discrepancy, the
Spanish-language version prevails)
GRIFOLS, S.A.
Balance Sheets
31 December 2019
(Expressed in Euros)
(Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
Assets | Note | 2019 | 2018 |
Intangible assets | Note 5 | 16,925,512 | 14,534,419 |
Computer software | 16,425,512 | 14,534,419 | |
Advances | 500,000 | - | |
Property, plant and equipment | Note 6 | 25,115,955 | 22,894,137 |
Technical installations, machinery, equipment, furniture and | 15,210,413 | 16,526,040 | |
other items | |||
Under construction and advances | 9,905,542 | 6,368,097 | |
Investment property | Note 7 | 58,903,680 | 54,820,824 |
Land | 7,465,329 | 7,465,344 | |
Buildings | 41,169,859 | 40,723,584 | |
Investments in adaptation and advances | 10,268,492 | 6,631,896 | |
Non-current investments in Group companies and associates | 9,616,420,817 | 4,864,254,923 | |
Equity instruments | Note 12 | 2,400,917,024 | 3,270,828,231 |
Loans to companies | Note 14 | 7,215,503,793 | 1,593,426,692 |
Non-current investments | Note 14 | 1,641,525 | 1,622,650 |
Other financial assets | 1,641,525 | 1,622,650 | |
Deferred tax assets | Note 21 | 16,717,390 | 13,996,465 |
Total non-current assets | 9,735,724,879 | 4,972,123,418 | |
Inventories | 7,354,373 | 6,223,503 | |
Raw materials and other short term supplies | 7,354,373 | 6,223,503 | |
Trade and other receivables | Note 14 | 58,278,228 | 58,285,542 |
Trade receivables - current | 2,636,448 | 874,963 | |
Trade receivables from Group companies and associates - | Note 23 | 45,736,628 | 19,526,804 |
current | |||
Other receivables | 337,758 | 378,527 | |
Personnel | 178,293 | 173,455 | |
Current tax assets | Note 21 | 5,681,793 | 25,911,844 |
Public entities, other | Note 21 | 3,707,308 | 11,419,949 |
Current investments in Group companies and associates | Note 14 | 36,946,301 | 91,209,026 |
Loans to group companies and associates | 36,946,301 | 91,209,026 | |
Current investments | Note 12 | 1,727,432,880 | 4,306 |
Other financial assets | 1,727,432,880 | 4,306 | |
Prepayments for current assets | Note 15 | 20,862,230 | 6,360,153 |
Cash and cash equivalents | 2,243,907 | 2,432,907 | |
Cash | 2,243,907 | 2,432,907 | |
Total current assets | 1,853,117,919 | 164,515,437 | |
Total assets | 11,588,842,798 | 5,136,638,855 |
The accompanying notes form an integral part of the annual accounts.
GRIFOLS, S.A.
Balance Sheets
31 December 2019
(Expressed in Euros)
Equity and Liabilities | Note | 2019 | 2018 |
Capital and reserves | Note 16 | 3,117,088,705 | 1,719,323,992 |
Capital | |||
Registered capital | 119,603,705 | 119,603,705 | |
Share premium | 910,727,619 | 910,727,619 | |
Reserves | |||
Legal and statutory reserves | 23,920,741 | 23,920,741 | |
Other reserves | 606,485,037 | 514,890,169 | |
Treasury stock and equity holdings | (49,584,141) | (55,441,210) | |
Profit for the year | 1,630,265,591 | 329,718,263 | |
Interim dividend | (136,827,971) | (136,747,291) | |
Other equity instruments | 12,498,124 | 12,651,996 | |
Valuation adjustments | 1,325,574 | - | |
Valuation adjustments available for sale | 1,325,574 | - | |
Grants, donations and bequests received | 101,832 | 112,549 | |
Total equity | 3,118,516,111 | 1,719,436,541 | |
Non-current payables | Note 19 | 4,139,883,126 | 1,739,694,842 |
Promissory notes | 2,644,914,563 | 987,249,676 | |
Loans and borrow ings | 1,491,826,997 | 747,069,488 | |
Finance lease payables | Note 8 | 1,827,205 | 2,496,750 |
Other financial liabilities | 1,314,361 | 2,878,928 | |
Group companies and associates, non-current | Note 19 | 4,113,720,823 | 1,512,716,087 |
Deferred tax liabilities | Note 21 | 1,444,100 | 1,691,193 |
Total non-current liabilities | 8,255,048,049 | 3,254,102,122 | |
Current payables | Note 19 | 45,033,795 | 39,800,087 |
Promissory notes | 3,255,873 | 5,333,333 | |
Loans and borrow ings | 23,676,514 | 31,296,281 | |
Finance lease payables | Note 8 | 968,316 | 1,119,117 |
Other financial liabilities | 17,133,092 | 2,051,356 | |
Group companies and associates, current | Note 19 | 35,285,923 | 39,766,089 |
Trade and other payables | Note 19 | 134,958,920 | 83,534,016 |
Current payables to suppliers | 49,579,887 | 42,530,365 | |
Suppliers, Group companies and associates, current | Note 23 | 51,028,984 | 8,032,244 |
Personnel (salaries payable) | 11,108,123 | 10,100,816 | |
Public entities, other | Note 21 | 23,241,926 | 22,870,591 |
Total current liabilities | 215,278,638 | 163,100,192 | |
Total equity and liabilities | 11,588,842,798 | 5,136,638,855 |
The accompanying notes form an integral part of the annual accounts.
GRIFOLS, S.A.
Statements of Changes in Equity
for the years ended
31 December 2019
-
Statements of Recognised Income and Expense for the years ended
31 December 2019
(Expressed in Euros)
(Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
Note | 2019 | 2018 | |
Revenues | Note 24 | 1,969,511,412 | 647,280,993 |
Profit on disposal of investments in group companies
Services rendered Finance income Dividends
Self-constructed assets
Supplies
Raw materials and consumables used Subcontracted w ork
Impairment of merchandise, raw materials and other supplies
Other operating income
Non-trading and other operating income Operating grants taken to income
Personnel expenses
Salaries and w ages
Employee benefits expense
Provisions
Other operating expenses
External services
Taxes
Other operating expenses
Amortisation and depreciation Non-financial and other capital grants
Impairment and losses on disposal of fixed assets
Impairment and losses
Losses on disposal and other
Results from operating activities
Finance income
Negotiable values and other financial assets Other third parties
Capitalised borrow ing costs
Finance costs
Group companies and associates
Other third parties
Exchange losses
Net finance cost
Profit before income tax
Income tax
Profit for the year
Note 12 | 807,651,582 | 0 |
135,580,670 | 116,197,231 | |
Note 13 and 23 | 72,454,130 | 52,115,757 |
953,825,030 | 478,968,005 | |
3,202,422 | 2,198,881 | |
(4,315,201) | (2,614,325) | |
Note 24 | (4,453,868) | (2,577,734) |
-- | (766) | |
138,667 | (35,825) | |
6,288,070 | 6,623,910 | |
6,176,251 | 6,466,963 | |
111,819 | 156,947 | |
(68,918,972) | (61,889,453) | |
(55,992,202) | (50,556,677) | |
Note 24 | (12,647,346) | (11,105,836) |
Note 24 | (279,424) | (226,940) |
(140,959,849) | (127,386,960) | |
(139,716,025) | (126,486,261) | |
(43,752) | (228,873) | |
(1,200,072) | (671,826) | |
Notes 5, 6 and 7 | (12,609,622) | (13,065,662) |
14,289 | 14,289 | |
(2,446,435) | (26,248,587) | |
Note 12 | (2,240,733) | (26,039,347) |
(205,702) | (209,240) | |
1,749,766,114 | 424,913,086 | |
804,810 | 360,023 | |
Note 13 | 3,783 | 3,122 |
Note 6 | 801,027 | 356,901 |
Note 18 | (162,487,055) | (137,809,892) |
Note 23 | (100,006,175) | (86,972,977) |
(62,480,880) | (50,836,915) | |
Notes 14 and 19 | (4,529,708) | (712,374) |
(166,211,953) | (138,162,243) | |
1,583,554,161 | 286,750,843 | |
Note 21 | 46,711,430 | 42,967,419 |
1,630,265,591 | 329,718,262 |
The accompanying notes form an integral part of the annual accounts.
GRIFOLS, S.A.
Statements of Changes in Equity
for the years ended
31 December 2019
-
Statements of Recognised Income and Expense for the years ended
31 December 2019
(Expressed in Euros)
(Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
Profit for the year
Income and expense recognised directly in equity
Valuation adjustments available for sale
Total income and expense recognised directly in equity
Amounts transferred to the income statement
Grants, donations and bequests
Tax effect
Total amounts transferred to the income statement
Note | 2019 | 2018 |
1,630,265,591 | 329,718,262 | |
1,325,5740
1,325,574--
(14,289) | (14,289) |
3,572 | 3,573 |
(10,717) | (10,716) |
Total recognised income and expense | 1,631,580,448 | 329,707,546 |
The accompanying notes form an integral part of the annual accounts.
GRIFOLS, S.A.
Statements of Changes in Equity
for the years ended
31 December 2019
- Statement of Total Changes in Equity for the year ended 31 December 2019
(Expressed in Euros)
(Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
Grants, | ||||||||||
Valuation | donations | |||||||||
adjustments | and | |||||||||
Registered | Share | Treasury | Profit for the | Interim | Other equity | available for | bequests | |||
capital | premium | Reserves | stock | year | dividend | instruments | sale | received | Total | |
Balance at 31 December 2018 | ||||||||||
119,603,705 | 910,727,619 | 538,810,910 | (55,441,210) | 329,718,263 | (136,747,291) | 12,651,996 | -- | 112,549 | 1,719,436,541 | |
Recognised income and expense | -- | -- | -- | -- | 1,630,265,591 | -- | -- | 1,325,574 | (10,717) | 1,631,580,448 |
Transactions w ith shareholders or | ||||||||||
ow ners | ||||||||||
Net movement in treasury stock | -- | -- | -- | 5,857,069 | -- | -- | -- | -- | -- | 5,857,069 |
Interim dividend | -- | -- | -- | -- | -- | (136,827,971) | -- | -- | -- | (136,827,971) |
Restricted share plan (note 18) | -- | -- | 535,405 | -- | -- | -- | (153,872) | -- | -- | 381,533 |
Distribution of profit/(Application of | ||||||||||
loss) for the period 2018 | ||||||||||
Reserves | -- | -- | 91,059,463 | -- | (91,059,463) | -- | -- | -- | -- | -- |
Dividends | -- | -- | -- | -- | (238,658,800) | 136,747,291 | -- | -- | -- | (101,911,509) |
Balance at 31 December 2019 | ||||||||||
119,603,705 | 910,727,619 | 630,405,778 | (49,584,141) | 1,630,265,591 | (136,827,971) | 12,498,124 | 1,325,574 | 101,832 | 3,118,516,111 |
The accompanying notes form an integral part of the annual accounts.
GRIFOLS, S.A.
Statements of Changes in Equity
for the years ended
31 December 2019
- Statement of Total Changes in Equity for the year ended 31 December 2018
(Expressed in Euros)
(Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
Grants, | |||||||||
donations | |||||||||
Registered | Share | Profit for the | Interim | Other equity | and bequests | ||||
capital | premium | Reserves | Treasury stock | year | dividend | instruments | received | Total | |
Balance at 31 December 2017 | 119,603,705 | 910,727,619 | 382,581,618 | (62,422,309) | 341,327,404 | (122,986,278) | 13,871,154 | 123,265 | 1,582,826,178 |
Recognised income and expense | -- | -- | -- | -- | 329,718,263 | -- | -- | (10,716) | 329,707,547 |
Transactions with shareholders or | |||||||||
owners | |||||||||
Net movement in treasury stock | -- | -- | -- | 6,981,099 | -- | -- | -- | -- | 6,981,099 |
Interim dividend | -- | -- | -- | -- | -- | (136,747,291) | -- | -- | (136,747,291) |
Restricted share plan | -- | -- | (318,879) | -- | -- | -- | (1,219,158) | -- | (1,538,037) |
Other movements | -- | -- | 80,301,167 | -- | -- | -- | -- | -- | 80,301,167 |
Distribution of profit/(Application of loss) | |||||||||
for the period 2017 | |||||||||
Reserves | -- | -- | 76,247,004 | -- | (76,247,004) | -- | -- | -- | -- |
Dividends | -- | -- | -- | -- | (265,080,400) | 122,986,278 | -- | -- | (142,094,122) |
Balance at 31 December 2018 | 119,603,705 | 910,727,619 | 538,810,910 | (55,441,210) | 329,718,263 | (136,747,291) | 12,651,996 | 112,549 | 1,719,436,541 |
The accompanying notes form an integral part of the annual accounts.
GRIFOLS, S.A.
Statements of Cash Flows
for the years ended
31 December 2019
(Expressed in Euros)
(Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
Cash flows from operating activities | 2019 | 2018 |
Profit for the year before tax | 1,583,554,161 | 286,750,843 |
Adjustments for: | ||
Dividend income | (953,825,030) | (478,968,005) |
Profit on disposal of investments in group companies | (807,651,582) | -- |
Impairment | 2,240,777 | 26,039,347 |
Amortisation and depreciation | 12,609,622 | 13,065,662 |
Finance income | (73,258,940) | (52,472,658) |
Finance costs | 162,036,316 | 110,257,698 |
Change in fair value of financial instruments | 205,702 | 209,240 |
Other income and expenses | 428,303 | 1,245,155 |
Changes in operating assets and liabilities | ||
Inventories | (1,130,870) | (1,007,111) |
Trade and other receivables | (19,801,851) | 7,063 |
Other current assets | (14,502,077) | (311,385) |
Trade and other payables | 54,496,294 | 6,523,628 |
Other current assets and liabilities | -- | 1,239,165 |
Other cash flows from operating activities | ||
Interest paid | (139,633,639) | (98,145,695) |
Dividends received | 877,413,057 | 401,693,670 |
Interest received | 72,164,887 | 52,060,671 |
Income tax paid received | 59,298,107 | 57,737,477 |
Cash flows from operating activities | 814,643,237 | 325,924,765 | |
Cash flows from investing activities | |||
Payments for investments | |||
Group companies and associates | 52,466,809 | (28,195,954) | |
Intangible assets | (7,526,703) | (6,941,270) | |
Property, plant and equipment | (13,021,000) | (9,694,395) | |
Other financial assets | (19,427) | (14,561) | |
Proceeds from sale of investments | |||
Group companies and associates | (162,360) | 177,704 | |
Other financial assets | -- | 11,727 | |
Cash flows from/(used in) investing activities | 31,737,319 | (44,656,749) | |
Cash flows from financing activities | |||
Proceeds from and payments for financial liability instruments | |||
Disposal | |||
Promissory notes | 1,675,000,000 | -- | |
Loans and borrow ings | 763,060,834 | 83,004,887 | |
Group companies and associates | |||
Group companies and associates | (3,045,890,910) | (91,946,935) | |
Other debts | -- | -- | |
Dividends and interest on other equity instruments paid | |||
Dividends | (238,739,480) | (278,841,414) | |
Cash flows used in financing activities | (846,569,556) | (287,783,462) | |
Net decrease in cash and cash equivalents | (189,000) | (6,515,446) | |
Cash and cash equivalents at beginning of year | 2,432,907 | 8,948,353 | |
Cash and cash equivalents at year end | 2,243,907 | 2,432,907 |
The accompanying notes form an integral part of the annual accounts.
2
GRIFOLS, S.A.
Notes to the Annual Accounts
31 December 2019
(Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
(1) Nature and Activities of the Company and Composition of the Group
Grifols, S.A. (hereinafter the Company) was incorporated with limited liability under Spanish law on 22 June 1987. Its registered office is in Barcelona. The Company's statutory activity consists of providing corporate and business administrative, management and control services, as well as investing in assets and property. Its principal activity involves rendering administrative, management and control services to its subsidiaries.
Its main facilities are located in Sant Cugat del Vallés (Barcelona) and Parets del Vallés (Barcelona).
Grifols, S.A.'s shares are listed on the Barcelona, Madrid, Valencia and Bilbao stock exchanges and on the electronic stock market. As of 2 June 2011 the class B non-voting shares were listed on the NASDAQ (USA) and the Automated Quotation System (SIBE/Continuous Market).
In accordance with prevailing legislation, the Company is the Parent of a Group comprising the Company and the subsidiaries listed in note 12. In accordance with generally accepted accounting principles in Spain, consolidated annual accounts must be prepared to give a true and fair view of the financial position of the Group, the results of operations and changes in its equity and cash flows. Details of investments in Group companies, associates and multi-group are provided in Appendix I.
On 21 February 2020 the Company's board of directors authorised for issue the consolidated annual accounts of Grifols, S.A. and subsidiaries for 2019 prepared in accordance with International Financial Reporting Standards as adopted by the European Union (IFRS-EU), which show consolidated profit attributable to the Parent of Euros 625,146 thousand, total assets 15,542,611 thousand and consolidated equity of Euros 6,845,768 thousand (Euros 596,642 thousand, Euros 12,477,046 thousand and Euros 4,696,604 thousand, respectively, in 2018).
- Basis of Presentation
-
True and fair view
The accompanying annual accounts have been prepared on the basis of the accounting records of Grifols, S.A. The annual accounts for 2019 have been prepared in accordance with prevailing legislation and the Spanish General Chart of Accounts to give a true and fair view of the equity and financial position of the Company at 31 December 2019 and results of operations, changes in equity, and cash flows for the year then ended.
The directors consider that the annual accounts for 2019, authorised for issue on 21 February 2020, will be approved with no changes by the shareholders at their annual general meeting. - Comparative information
The balance sheet, income statement, statement of changes in equity, statement of cash flows and the notes thereto for 2019 include comparative figures for 2018, which formed part of the annual accounts approved by the shareholders at the annual general meeting held on 24 May 2019. - Functional and presentation currency
The figures disclosed in the annual accounts are presented in Euros, the Company's functional and presentation currency, rounded off to the nearest Euro. - Critical issues regarding the valuation and estimation of relevant uncertainties and judgements used when applying accounting principles.
Relevant accounting estimates and judgements and other estimates and assumptions have to be made when applying the Company's accounting principles to prepare the annual accounts. A summary of the items requiring a greater degree of judgement or which are more complex, or where the assumptions and estimates made are significant to the preparation of the annual accounts, is as follows:
3
GRIFOLS, S.A.
Notes to the Annual Accounts
31 December 2019
(Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
(i) Relevant accounting estimates and assumptions
The Company tests investments in Group companies for impairment on an annual basis when the net value of the investment exceeds the carrying amount of the subsidiary and where indications of impairment exist. Fair value of the investment used as recoverable value is measured based on estimates made by management. The Company generally uses cash flow discounting methods to calculate this value. Cash flow discounting calculations are based on the 5-year projections of the budgets approved by management. The cash flows take into consideration past experience and represent management's best estimate of future market performance. From the fifth year cash flows are extrapolated using individual growth rates. The key assumptions employed to calculate the fair value include growth rates and the discount rate. The estimates, including the methodology used, could have a significant impact on values and impairment.
(ii) Changes in accounting estimates
Although estimates are calculated by the Company's directors based on the best information available at 31 December 2019, future events may require changes to these estimates in subsequent years. Any effect on the annual accounts of adjustments to be made in subsequent years would be recognised prospectively. Grifols, S.A. management does not consider that there are any assumptions or sources of uncertainty that would have a significant risk of resulting in a material adjustment within the next financial year.
(3) Distribution of Profit
The distribution of profit and reserves of the Company for the year ended 31 December 2018, approved by the shareholders at their annual general meeting held on 24 May 2019, is as follows:
2018 | |
Euros | |
Basis of allocation | |
Profit for the year | 329,718,263 |
Distribution | |
Voluntary reserve | 91,059,463 |
Mandatory preferred dividend on Class B shares | 2,614,251 |
Dividends | 236,044,549 |
329,718,263 |
At the general meeting held on 24 May 2019, the shareholders of Grifols, S.A. approved the distribution of a mandatory preferred dividend of Euros 0.01 for every Class B share, for a total amount of Euros 2,614,251.
On 25 October 2019 the Company's board of directors approved the distribution of an interim dividend of Euros 0.20 for every class A and B share with a charge to the 2019 income statement, totalling Euros 136,828 thousand, payable on 4 December 2019. The amount distributed did not exceed the profits reported by the Company since the end of the previous reporting period, after deducting the estimated income tax payable on these profits, as required by article 277 of the revised Spanish Companies Act.
The provisional accounting statement prepared in accordance with the legal requirements brought to light the existence of enough liquidity to distribute the mentioned dividend:
4
GRIFOLS, S.A.
Notes to the Annual Accounts
31 December 2019
(Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
Forecast distributable profit for 2019:
Projected profit after tax until 31/12/2019
Estimated distributable profit for 2019
Interim dividends distributed
Forecast cash for the period from 25 October 2019 to 25 October 2020: Projected collections
Projected payments, including interim dividend
Projected cash balances at 25 October 2020
Forecast distributable profit for 2018:
Projected profit after tax until 31/12/2018
Estimated distributable profit for 2018
Interim dividends distributed
Forecast cash for the period from 26 October 2018 to 26 October 2019: Projected collections
Projected payments, including interim dividend
Projected cash balances at 26 October 2019
Thousands of
Euros
827,684
827,684
136,828
1,157,200
(557,000)
600,200
Thousands of Euros
258,091
258,091
136,747
572,263
(544,112)
28,151
The proposed distribution of profit for the year ended 31 December 2019 to be submitted to the shareholders for approval at their annual general meeting is as follows:
Basis of allocation | Euros | |
Profit for the year | 1,630,265,591 | |
Distribution | ||
Voluntary reserve | 1,380,207,191 | |
Mandatory preferred dividend on Class B | 2,614,251 | |
Dividends | 247,444,149 | |
1,630,265,591 |
At 31 December 2019 and 2018 non-distributable reserves are as follows:
5
GRIFOLS, S.A.
Notes to the Annual Accounts
31 December 2019
(Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
2019 | 2018 | |
Non-distributable reserves | ||
Legal reserve | 23,920,741 | 23,920,741 |
Other | 3,020 | 3,020 |
23,923,761 | 23,923,761 |
Profit recognised directly in equity cannot be distributed, either directly or indirectly.
- Significant Accounting Policies
-
Business combinations
As the Company applied the third transitional provision of Royal Decree 1514/2007, only those business combinations that occurred on or after 1 January 2008, the date of transition to the Spanish General Chart of Accounts, have been recognised using the acquisition method. Business combinations that occurred prior to that date were recognised in accordance with accounting principles prevailing at that time, taking into account the necessary corrections and adjustments at the transition date.
Business combinations carried out since 1 January 2010 are recognised by applying the acquisition method established in Recognition and Measurement Standard 19 of the Spanish General Chart of Accounts amended by article 4 of Royal Decree 1159/2010, which approves the standards for the preparation of consolidated annual accounts and amends the Spanish General Chart of Accounts.
The Company applies the acquisition method for business combinations, except for mergers, spin-offs and non- monetary contributions of a business between group entities.
The acquisition date is the date on which the Company obtains control of the acquiree.
The cost of the business combination is calculated as the sum of the acquisition-date fair values of the assets transferred, the liabilities incurred or assumed, the equity instruments issued and any consideration contingent on future events or compliance with certain conditions in exchange for control of the acquiree.
The cost of a business combination excludes any payments that do not form part of the consideration given in exchange for the acquiree. Acquisition costs are recognised as an expense when incurred.
The costs of issuing equity and liability instruments are recognised using the measurement criteria applicable to these transactions.
The Company recognises the assets acquired and liabilities assumed at their acquisition-date fair value. Liabilities assumed include any contingent liabilities that represent present obligations arising from past events for which the fair value can be reliably measured. The Company also recognises indemnification assets transferred by the seller at the same time and following the same measurement criteria as the item that is subject to indemnification from the acquiree, taking into consideration, where applicable, the insolvency risk and any contractual limitations on the indemnified amount. - Foreign currency transactions, balances and cash flows
(i) Foreign currency transactions, balances and cash flows
Foreign currency transactions have been translated into Euros using average exchange rates for the prior month for all foreign currency transactions during the current month. This method does not differ significantly from applying the exchange rate at the date of the transaction.
6
GRIFOLS, S.A.
Notes to the Annual Accounts
31 December 2019
(Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
Monetary assets and liabilities denominated in foreign currencies have been translated into Euros at the closing rate, while non-monetary assets and liabilities measured at historical cost have been translated at the exchange rate prevailing at the transaction date. In the statement of cash flows, cash flows from foreign currency transactions have been translated into Euros using the average exchange rates for the prior month for all flows that occur during the following month. This method does not differ significantly from applying the exchange rate at the date of the transaction.
Exchange gains and losses arising on the settlement of foreign currency transactions and the translation into Euros of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.
-
Capitalised borrowing costs
In accordance with the second transitional provision of Royal Decree 1514/2007 enacting the Spanish General Chart of Accounts, the Company has opted to apply this accounting policy to work in progress at 1 January 2008 which will not be available for use, capable of operating or available for sale for more than one year. Until that date, the Company opted to recognise borrowing costs as an expense as they were incurred.
Borrowing costs related to specific and general financing that are directly attributable to the acquisition, construction or production of intangible assets, property, plant and equipment and investment property that will not be available for use, capable of operating or available for sale for more than one year are included in the cost of the asset.
To the extent that funds are borrowed specifically for the purpose of obtaining a qualifying asset, the amount of borrowing costs eligible for capitalisation is determined as the actual borrowing costs incurred. Non-commercial general borrowing costs eligible for capitalisation are calculated as the weighted average of the borrowing costs applicable to the Company's outstanding borrowings during the period, other than those specifically for the purpose of obtaining a qualifying asset and the portion financed using equity. The borrowing costs capitalised cannot exceed the borrowing costs incurred during that period.
The Company begins capitalising borrowing costs as part of the cost of a qualifying asset when it incurs expenditures for the asset, interest is accrued, and it undertakes activities that are necessary to prepare the asset for its intended use, operation or sale, and ceases capitalising borrowing costs when all or substantially all the activities necessary to prepare the qualifying asset for its intended use, operation or sale are complete, even though the necessary administrative permits may not have been obtained. Interruptions in the active development of a qualifying asset are not considered. Nonetheless, restated advances on account are not qualifying assets for the purpose of capitalising borrowing costs.
Capitalised borrowing costs are recognised in the income statement under capitalised borrowing costs. - Intangible assets
Intangible assets are measured at cost or cost of production. Capitalised production costs are recognised under "self- constructed assets" in the income statement. Intangible assets are carried at cost, less any accumulated amortisation and impairment.
Advances on account of fixed assets are initially measured at cost. In subsequent years, advances accrue interest at the supplier's incremental borrowing rate when the period between payment and the receipt of the asset exceeds one year.
Cost of production of intangible assets comprises the purchase price and any costs directly related to production.
Expenditure on activities that contribute to increasing the value of the Company's business as a whole, such as goodwill, trademarks and other similar items generated internally, as well as establishment costs, are recognised as expenses on the income statement when incurred.
- Computer software
Computer software acquired and developed by the Company is recognised to the extent that costs can be clearly allocated, expensed and distributed over time to each project, and when there is evidence of technical success and economic viability. Computer software maintenance costs are charged as expenses when incurred.
7
GRIFOLS, S.A.
Notes to the Annual Accounts
31 December 2019
(Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
(ii) Subsequent costs
Subsequent costs incurred on intangible assets are recognised in profit and loss, unless they increase the expected future economic benefits attributable to the intangible asset.
(iii) Useful life and amortisation rates
Intangible assets with finite useful lives are amortised by allocating the depreciable amount of an asset on a systematic basis over its useful life, by applying the following criteria:
Depreciation
method Rates %
Computer software | Straight-line | 16‑33 |
The depreciable amount is the acquisition or production cost of an asset.
The Company considers that the residual value of the assets is zero unless:
- There is a commitment by a third party to purchase the asset at the end of its useful life.
- There is an active market for the intangible asset and:
- Residual value can be determined by reference to that market; and
- It is probable that such market will exist at the end of the asset's useful life.
The Company reviews the useful life and amortisation method for intangible assets at each financial year end. Changes to initially established criteria are accounted for as a change in accounting estimates.
(iv) Impairment losses
The Company measures and determines impairment to be recognised or reversed based on the criteria in section (g) Impairment of non-financial assets subject to amortisation or depreciation.
- Property, plant and equipment
(i) Initial recognition
Property, plant and equipment are measured at cost of acquisition or production, using the same criteria as for determining the cost of production of intangible assets. Capitalised production costs are recognised under "Self- constructed assets" in the income statement. Property, plant and equipment are carried at cost less any accumulated depreciation and impairment.
The cost of an item of property, plant and equipment includes the estimated costs of its dismantling or removal and restoration of the site on which it is located, provided that the obligation is incurred as a consequence of having used the item.
(ii) Property, plant and equipment swap
Property, plant and equipment acquired in exchange for one or more non-monetary assets or a combination of monetary and non-monetary assets, is recognized for the monetary amount delivered plus the fair value of the non-monetary assets delivered in the transaction, except in those cases in which those that do not have a commercial substance or cannot be measured reliably the fair value of the property, plant and equipment received or the asset delivered.
8
GRIFOLS, S.A.
Notes to the Annual Accounts
31 December 2019
(Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
The fair value of the asset received should be recognized by reference to the fair value of the asset delivered except in those transactions in which the fair value of the asset received can be determined with greater reliability. In those cases in which the fair value of the asset received or delivered cannot be determined reliably or in which the transaction lacks commercial substance, the acquisition cost is determined by reference to the net book value of the asset delivered, plus, where appropriate, the monetary counterparts paid or pending payment, with the limit of the fair value of the asset received if it were less.
(iii) Depreciation
Property, plant and equipment are depreciated by allocating the depreciable amount of the asset on a systematic basis over its useful life. The depreciable amount is the cost of an asset. The Company determines the depreciation charge separately for each component of an item of property, plant and equipment with a cost that is significant in relation to the total cost of the asset and with a useful life that differs from the remainder of the asset.
Property, plant and equipment are depreciated using the following criteria:
Depreciation | Rates % | |
method | ||
Technical installations and machinery | Straight-line | 10 |
Other installations, equipment and furniture | Straight-line | 4‑10 |
Other property, plant and equipment | Straight-line | 7‑33 |
The Company reviews useful lives and depreciation methods at each financial year end. Changes to initially established criteria are accounted for as a change in accounting estimates.
(iv) Subsequent costs
Subsequent to initial recognition of the asset, only the costs incurred which increase capacity or productivity or which lengthen the useful life of the asset are capitalised. The carrying amount of parts that are replaced is derecognised. Costs of day-to-day servicing are recognised in profit and loss as incurred.
Replacements of property, plant and equipment that qualify for capitalisation are recognised as a reduction in the carrying amount of the items replaced. Where the cost of the replaced items has not been depreciated independently and it is not possible to determine the respective carrying amount, the replacement cost is used as indicative of the cost of items at the time of acquisition or construction.
(v) Impairment
The Company measures and determines impairment to be recognised or reversed based on the criteria in section (g) Impairment of non-financial assets subject to amortisation or depreciation.
-
Investment property
The Company classifies property leased to its subsidiaries under this caption. All property is earmarked exclusively for own use or the use of Group companies.
Property that is being constructed or developed for future use as investment property is classified as property, plant and equipment under development until construction or development is complete. Nevertheless, redevelopment work to extend or improve property is classified as investment property.
The Company measures and recognises investment property following the policy for property, plant and equipment. The Company reclassifies property, plant and equipment to investment property when it ceases to use the building in the production or supply of goods or services, for administrative purposes or when it is held to earn rentals or for capital appreciation or both.
Investment property is depreciated applying the following policies:
9
GRIFOLS, S.A.
Notes to the Annual Accounts
31 December 2019
(Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
Depreciation
method Rates %
Buildings and other installations | Straight-line | 1‑10 |
-
Impairment ofnon-financial assets subject to amortisation or depreciation
The Company evaluates whether there are indications of possible impairment losses on non-financial assets subject to amortisation or depreciation to verify whether the carrying amount of these assets exceeds the recoverable amount. The recoverable amount is the higher of the fair value less costs to sell and the value in use.
Impairment losses are recognised in the income statement.
At the end of each reporting period the Company assesses whether there is any indication that an impairment loss recognised in prior periods may no longer exist or may have decreased. Impairment losses on goodwill are not reversible. Impairment losses on other assets are only reversed if there has been a change in the estimates used to calculate the recoverable amount of the asset.
A reversal of an impairment loss is recognised in the income statement. The increased carrying amount of an asset attributable to a reversal of an impairment loss may not exceed the carrying amount that would have been determined, net of depreciation or amortisation, had no impairment loss been recognised.
After an impairment loss or reversal of an impairment loss is recognised, the depreciation (amortisation) charge for the asset is adjusted in future periods based on its new carrying amount.
However, if the specific circumstances of the assets indicate an irreversible loss, this is recognised directly in losses on the disposal of fixed assets in the income statement. - Leases
(i) Lessor accounting
Leases which, on inception, transfer to third parties substantially all the risks and rewards incidental to ownership of the assets are classified as finance leases, otherwise they are classified as operating leases.
(ii) Lessee accounting
Leases in which, upon inception, the Company assumes substantially all the risks and rewards incidental to ownership are classified as finance leases, otherwise they are classified as operating leases.
- Finance leases
At the commencement of the lease term, the Company recognises finance leases as assets and liabilities at the lower of the fair value of the leased asset and the present value of the minimum lease payments. Initial direct costs are added to the asset's carrying amount. Minimum lease payments are apportioned between the finance charge and the reduction of the outstanding liability. Interest is expensed using the effective interest method.
Contingent rents are recognised as an expense when it is probable that they will be incurred.
The accounting policies applied to the assets used by the Company by virtue of finance lease contracts are the same as those set out in sections (e) and (f) (Property, plant and equipment or Investment Property).
- Operating leases
Lease payments under an operating lease, net of incentives received, are recognised as an expense on a straight-line basis over the lease term.
10
GRIFOLS, S.A.
Notes to the Annual Accounts
31 December 2019
(Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
Contingent rents are recognised as an expense when it is probable that they will be incurred.
- Financial instruments
(i) Classification and separation of financial instruments
Financial instruments are classified on initial recognition as a financial asset, a financial liability or an equity instrument in accordance with the economic substance of the contractual arrangement and the definitions of a financial asset, a financial liability and an equity instrument.
The Company classifies financial instruments into different categories based on the nature of the instruments and the Company's intentions on initial recognition.
(ii) Offsetting principles
A financial asset and a financial liability are offset only when the Company currently has the legally enforceable right to offset the recognised amounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.
(iii) Financial assets and financial liabilities held for trading
Financial assets or financial liabilities held for trading are those which are classified as held for trading from initial recognition.
A financial asset or financial liability is classified as held for trading if it:
- Originates or is acquired or incurred principally for the purpose of selling or repurchasing it in the near term;
- Forms part of a portfolio of identified financial instruments that are managed together and for which there is evidence of a recent actual pattern ofshort-termprofit-taking or;
- Is a derivative, except for a derivative that is a financial guarantee contract or a designated and effective hedging instrument.
Financial assets and financial liabilities held for trading are initially recognised at fair value. Transaction costs directly attributable to the acquisition or issue are recognised as an expense when incurred.
After initial recognition, they are recognised at fair value through profit or loss. Fair value is not reduced by transaction costs incurred on sale or disposal. Accrual interest and dividends are recognised separately.
The Company does not reclassify any financial asset or financial liability into or out of this category while it is recognised in the balance sheet, except when there is a change in the classification of hedging financial instruments.
-
Financial assets and financial liabilities at fair value through profit or loss
Financial assets and financial liabilities at fair value through profit or loss, which comprise derivatives, are initially recognised at fair value and after initial recognition are recognised at fair value through profit or loss. - Loans and receivables
Loans and receivables comprise trade and non-trade receivables with fixed or determinable payments that are not quoted in an active market other than those classified in other financial asset categories. These assets are initially recognised at fair value, including transaction costs, and are subsequently measured at amortised cost using the effective interest method.
Nevertheless, financial assets which have no established interest rate, which mature or are expected to be received in the short term, and for which the effect of discounting is immaterial, are measured at their nominal amount.
11
GRIFOLS, S.A.
Notes to the Annual Accounts
31 December 2019
(Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
(vi) Available-for-sale financial assets
The Company classifies in this category debt securities and equity instruments which do not qualify for inclusion in the aforementioned categories.
Available-for-sale financial assets are initially recognised at fair value plus transaction costs directly attributable to the acquisition.
After initial recognition, financial assets classified in this category are measured at fair value and any gain or loss is accounted for in income and expenses recognised in equity. On disposal of the financial assets, amounts recognised in equity or the impairment loss are reclassified to profit or loss.
- Investments in Group companies and associates
Group companies are those over which the Company, either directly, or indirectly through subsidiaries, exercises control as defined in article 42 of the Spanish Code of Commerce, or when the companies are controlled by one or more individuals or entities acting jointly or under the same management through agreements or statutory clauses.
Control is the power to govern the financial and operating policies of an entity or business so as to obtain benefits from its activities. In assessing control, potential voting rights held by the Company or other entities that are exercisable or convertible at the end of each reporting period are considered.
Associates are entities over which the Company, either directly, or indirectly through subsidiaries, exercises significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies. The existence of potential voting rights that are exercisable or convertible at the end of each reporting period, including potential voting rights held by the Company or other entities, are considered when assessing whether an entity has significant influence.
Investments in Group companies and associates are initially recognised at cost, which is equivalent to the fair value of the consideration given, including transaction costs in the case of investments in associates, and are subsequently measured at cost net of any accumulated impairment. The cost of investments in Group companies acquired before 1 January 2010 includes any transaction costs incurred.
If an investment no longer qualifies for classification under this category, it is reclassified as available-for-sale and is measured as such from the reclassification date.
(viii) Non-monetary contributions in exchange for investments in the equity of other companies
The Company recognizes the equity instruments received in exchange for non-monetary contributions as swaps as provided in section e.
(ix) Interest and dividends
Interest is recognised using the effective interest method.
Dividends from investments in equity instruments are recognised when the Company is entitled to receive them. If the dividends are clearly derived from profits generated prior to the acquisition date because amounts higher than the profits generated by the investment since acquisition have been distributed, the carrying amount of the investment is reduced.
Interest and dividend income are classified as revenue when they form part of the Company's ordinary activity.
(x) Impairment of financial assets
A financial asset or a group of financial assets is impaired and impairment losses are incurred if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset and the event or events have an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated.
12
GRIFOLS, S.A.
Notes to the Annual Accounts
31 December 2019
(Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
The Company recognises impairment of loans and receivables and debt instruments when estimated future cash flows are reduced or delayed due to debtor insolvency.
For equity instruments, objective evidence of impairment exists when the carrying amount of an asset is uncollectible due to a significant or prolonged decline in its fair value.
Investments in Group companies
Impairment is calculated by comparing the carrying amount of the net investment in the associate with its recoverable amount. The recoverable amount is the higher of value in use and fair value less costs to sell.
Value in use is calculated based on the Company's share of the present value of future cash flows expected to be derived from ordinary activities and from the disposal of the asset. Unless better evidence is available, the investee's equity is taken into consideration, corrected for any unrealised gains existing at the measurement date.
In subsequent years, reversals of impairment losses in the form of increases in the recoverable amount are recognised, up to the limit of the carrying amount that would have been determined for the investment if no impairment loss had been recognised.
The recognition or reversal of an impairment loss is disclosed in the income statement unless it should be recognised in equity.
Impairment of an investment is limited to the amount of the investment, except when contractual, legal or constructive obligations have been assumed by the Company or payments have been made on behalf of the companies. In the latter case, provision is made.
-
Financial liabilities
Financial liabilities, including trade and other payables, that are not classified as held for trading or as financial liabilities at fair value through profit or loss are initially recognised at fair value less any transaction costs directly attributable to the issue of the financial liability. After initial recognition, liabilities classified under this category are measured at amortised cost using the effective interest method.
Nevertheless, financial liabilities which have no established interest rate, which mature or are expected to be settled in the short term, and for which the effect of discounting is immaterial, are measured at their nominal amount.
The Company measures financial liabilities at amortised cost provided that reliable estimates of cash flows can be made based on the contractual terms. - Derecognition and modifications of financial liabilities
The Company derecognises all or part of a financial liability when it either discharges the liability by paying the creditor, or is legally released from primary responsibility for the liability either by process of law or by the creditor. The exchange of debt instruments between the Company and the counterparty or substantial modifications of initially recognised liabilities are accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability, provided that the instruments have substantially different terms.
The Company considers the terms to be substantially different if the discounted present value of the cash flows under the new terms, including any fees paid net of any fees received and discounted using the original effective interest rate, is at least 10 per cent different from the discounted present value of the remaining cash flows of the original financial liability.
If the exchange is accounted for as an extinguishment of the financial liability, any costs or fees incurred are recognised as part of the gain or loss on the extinguishment. If the exchange is not accounted for as an extinguishment, any costs or fees incurred adjust the carrying amount of the liability and are amortised over the remaining term of the modified liability.
13
GRIFOLS, S.A.
Notes to the Annual Accounts
31 December 2019
(Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
The difference between the carrying amount of a financial liability, or part of a financial liability, extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss.
(xiii) Reverse factoring
The Company has contracted reverse factoring facilities with various financial institutions to manage payments to suppliers. Trade payables settled under the management of financial institutions are recognised under "trade and other payables" in the balance sheet until they are settled, repaid or have expired.
-
Own equity instruments held by the Company.
Equity instruments acquired by the Company are shown separately at cost of acquisition as a reduction in capital and reserves in the balance sheet. Any gains or losses on transactions with own equity instruments are not recognised in profit or loss.
Transaction costs related to own equity instruments, including issue costs related to a business combination, are accounted for as a deduction from reserves, net of any tax effect. - Inventories
-
General
Inventories are measured using the FIFO (first in, first out) method. When the cost of inventories exceeds replacement value, materials are written down to net realisable value.
Inventories are mainly spare parts used to maintain the Company's buildings and facilities. - Emission allowances
-
General
Emission allowances acquired are classified and measured by applying accounting policies.
- Cash and cash equivalents
Cash and cash equivalents include cash on hand and demand deposits in financial institutions. They also include other short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. An investment normally qualifies as a cash equivalent when it has a maturity of less than three months from the date of acquisition.- Grants
Grants are recorded in recognised income and expense when, where applicable, they have been officially awarded and the conditions attached to them have been met or there is reasonable assurance that they will be received.
The grants that are given to finance specific expenses are registered as income in the same fiscal year than the expense is registered.- Defined contribution plans
The Company recognises the contributions payable to a defined contribution plan in exchange for a service when an employee has rendered service to the Company. The contributions payable are recognised as an expense for employee remuneration and as a liability after deducting any contribution already paid. If the contribution already paid exceeds the contribution due for service before the end of the period, the Company only recognises that excess as an asset (prepaid expense) to the extent that the prepayments will lead to, for example, a reduction in future payments or cash refund.
14
GRIFOLS, S.A.
Notes to the Annual Accounts
31 December 2019
(Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
- Provisions
- General criteria
Provisions are recognised when the Company has a present obligation (legal, contractual, constructive or tacit) as a result of a past event; it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation; and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the expenditure required to settle the present obligation at the end of the reporting period, taking into account all risks and uncertainties surrounding the amount to be recognised as a provision and, where the time value of money is material, the financial effect of discounting provided that the expenditure to be made each period can be reliably estimated. The discount rate is a pre-tax rate that reflects the time value of money and the specific risks for which future cash flows associated with the provision have not been adjusted at each reporting date.
If it is not probable that an outflow of resources will be required to settle an obligation, the provision is reversed.
(ii) Provisions for taxes
Provisions for taxes are measured at the estimated amount of tax debt calculated in accordance with the aforementioned criteria. Provision is made with a charge to income tax for the tax expense for the year, to finance costs for the late payment interest, and to other income for the penalty. The effects of changes in estimates of prior years' provisions are recognised according to their nature, unless they involve the correction of an error.
-
Revenue from the rendering of services
Revenue from the rendering of services is measured at the fair value of the consideration received or receivable. Practically all services are rendered to Group companies. - Income tax
The income tax expense or tax income for the year comprises current tax and deferred tax.
Current tax assets or liabilities are measured at the amount expected to be paid to or recovered from the taxation authorities, using the tax rates and tax laws that have been enacted or substantially enacted at the reporting date.
Current and deferred tax are recognised as income or an expense and included in profit or loss for the year, except to the extent that the tax arises from a transaction or event which is recognised, in the same or a different year, directly in equity, or from a business combination.
Government assistance provided in the form of deductions and other tax relief applicable to income tax payable is recognised as a reduction in the income tax expense in the year in which it is accrued.
The Company files consolidated tax returns with its Spanish subsidiaries: Laboratorios Grifols, S.A., Instituto Grifols, S.A., Grifols Movaco, S.A., Biomat, S.A., Grifols International, S.A., Grifols Engineering, S.A., Grifols Viajes S.A., Aigües Minerals de Vilajuïga, S.A., Gripdan Invest, S.L. and VCN Biosciences, S.L.
In addition to the factors to be considered for individual taxation, set out previously, the following factors are taken into account when determining the accrued income tax expense for the companies forming the consolidated tax group: - Temporary and permanent differences arising from the elimination of profits and losses on transactions between Group companies, derived from the process of determining consolidated taxable income.
- Deductions and credits corresponding to each company forming the consolidated tax group. For these purposes, deductions and credits are allocated to the company that carried out the activity or obtained the profit necessary to obtain the right to the deduction or tax credit.
15
GRIFOLS, S.A.
Notes to the Annual Accounts
31 December 2019
(Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
Temporary differences arising from the elimination of profits and losses on transactions between tax group companies are allocated to the company which recognised the profit/loss and are valued using the tax rate of that company.
A reciprocal credit and debit arises between the companies that contribute tax losses to the consolidated Group and the rest of the companies that offset those losses. Where a tax loss cannot be offset by the other consolidated Group companies, these tax credits for loss carryforwards are recognised as deferred tax assets using the applicable recognition criteria, considering the tax group as a taxable entity.
The Parent of the Group records the total consolidated income tax payable to Credit with Group companies.
The amount of the debt relating to the subsidiaries is recognised as Debt with Group companies.
(i) Deferred Tax liabilities
Deferred tax liabilities derived from taxable temporary differences are recognised in all cases except where they arise from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither accounting profit nor taxable income.
(ii) Deferred Tax assets
Deferred tax assets derived from deductible temporary differences are recognised provided that it is probable that sufficient taxable income will be available against which they can be utilised or when the tax legislation considers the possibility to convert future assets for deferred taxes on receivables in front of the Public Administration.
Nonetheless, assets arising from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither accounting profit nor taxable income, are not recognised.
(iii) Measurement
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the years when the asset is realised or the liability is settled, based on tax rates and tax laws that have been enacted or substantially enacted. The tax consequences that would follow from the manner in which the Company expects to recover or settle the carrying amount of its assets or liabilities are also reflected in the measurement of deferred tax assets and liabilities.
(iv) Offset and classification
The Company only offsets tax assets and liabilities if it has a legally enforceable right to offset the recognised amounts and intends either to settle on a net basis or to realise the assets and settle the liabilities simultaneously.
Deferred tax assets and liabilities are recognised in the balance sheet under non-current assets or liabilities, irrespective of the expected date of recovery or settlement.
-
Share-basedpayment transactions
The Group headed by the Company extends share-based payments to certain employees currently rendering services. The fair value of the services received is calculated by estimating the fair value of the shares extended at the grant date. As the equity instruments granted do not vest until the employees complete a specified period of service, those services are accounted for in the income statement as an expense for the year during the vesting period, with a corresponding increase in other equity instruments. The amount recognised reflects the amount that will be settled once the agreed conditions are met, and will not be revised or remeasured during the vesting period, as the commitment was settled through shares.
The total amount recognised is calculated based on the incentive payable in shares plus a percentage defined by the Company. If an employee leaves his job before the vesting period is completed, only the agreed share-based incentive is received, and the Company can decide whether to pay the incentive in cash or in shares.
16
GRIFOLS, S.A.
Notes to the Annual Accounts
31 December 2019
(Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
The Company has a share option plan over its own equity instruments for employees of several Group companies, the cost of which is assumed by the Company. The Company recognises the transaction as a contribution to the subsidiary in the form of remuneration for services received settled through equity instruments. In accordance with the aforementioned criteria, the Company therefore recognises the accrued cost of the plan as an increase in the value of the investment in the subsidiary with a credit to other equity instruments.
The Company is paid by the subsidiary for the intrinsic value of the cost assumed. The payment arrangement is recognised separately from the option plan as a return of the investment and with a charge to a loan to Group companies, when the subsidiary's commitment effectively arises.
-
Classification of assets and liabilities as current andnon-current
The Company classifies assets and liabilities in the balance sheet as current and non-current. Current assets and liabilities are determined as follows: - Assets are classified as current when they are expected to be realised or are intended for sale or consumption in the Company's normal operating cycle, they are held primarily for the purpose of trading, they are expected to be realised within twelve months after the reporting date or are cash or a cash equivalent.
- Liabilities are classified as current when they are expected to be settled in the Company's normal operating cycle, they are held primarily for the purpose of trading, or they are due to be settled within twelve months after the reporting date.
-
Environmental issues
The Company takes measures to prevent, reduce or repair the damage caused to the environment by its activities.
Expenses derived from environmental activities are recognised as other operating expenses in the period in which they are incurred.
Property, plant and equipment acquired by the Company to minimise the environmental impact of its activity and protect and improve the environment, including the reduction and elimination of future pollution from the Company's activities, are recognised as assets applying the measurement, presentation and disclosure criteria described in section (e) Property, plant and equipment. - Transactions between Group companies
Transactions between Group companies, except those related to mergers, splits and non-cash contributions from business, are recognised at the fair value of the consideration given or received. The difference between this value and the amount agreed is recognised in line with the underlying economic substance of the transaction.
In non-cash contributions to Group companies, the contributor will value its interests at the carrying amount of the equity investments, in the consolidated annual accounts at the date the transaction occurred.
Any difference between the value assigned to the interest received by the contributor and the carrying amount of the investments contributed will be recognised in reserves.
17
GRIFOLS, S.A.
Notes to the Annual Accounts
31 December 2019
(Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
(5) Intangible Assets
Details of intangible assets and movement are as follows:
2019 | Computer | Total | |
software | Prepayments | ||
Cost at 1 January 2019 | 55,750,145 | 55,750,145 | |
Additions | 7,026,703 | 500,000 | 7,526,703 |
Disposals | (26,583) | -- | (26,583) |
Transfers | (213,586) | (213,586) | |
Cost at 31 December 2019 | 62,536,679 | 500,000 | 63,036,679 |
Accumulated amortisation at 1 January 2019 | (41,215,726) | -- | (41,215,726) |
Additions | (4,922,023) | -- | (4,922,023) |
Disposals | 26,582 | -- | 26,582 |
Accumulated amortisation at 31 December 2019 | (46,111,167) | -- | (46,111,167) |
Carrying amount at 31 December 2019 | 16,425,512 | 500,000 | 16,925,512 |
2018 | Computer | ||
software | Prepayments | Total | |
Cost at 1 January 2018 | 48,728,356 | -- | 48,728,356 |
Additions | 6,941,270 | -- | 6,941,270 |
Transfers | 80,519 | -- | 80,519 |
Cost at 31 December 2018 | 55,750,145 | -- | 55,750,145 |
Accumulated amortisation at 1 January 2018 | (35,816,388) | (35,816,388) | |
Additions | (5,399,338) | (5,399,338) | |
Accumulated amortisation at 31 December 2018 | (41,215,726) | -- | (41,215,726) |
Carrying amount at 31 December 2018 | 14,534,419 | -- | 14,534,419 |
-
Fully amortised assets
The cost of fully amortised intangible assets in use at 31 December is as follows:
Euros
20192018
Computer softw are | 39,173,552 | 36,335,118 |
18
GRIFOLS, S.A.
Notes to the Annual Accounts
31 December 2019
(Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
Fully amortised computer software in use at 31 December 2019 and 2018 mainly reflects computer licences.
(6) Property, Plant and Equipment
Details of property, plant and equipment and movement are as follows:
Euros | |||||
Other | |||||
Technical | installations, | Under construction | |||
installations | equipment and | and | |||
2019 | and machinery | furniture | advances | Other items | Total |
Cost at 1 January 2019 | 8,546,405 | 21,538,222 | 6,368,097 | 22,128,057 | 58,580,781 |
Additions | -- | -- | 7,850,509 | 319,079 | 8,169,588 |
Disposals | -- | (159,984) | -- | (3,405,080) | (3,565,064) |
Transfers | 1 | 169,174 | (4,313,064) | 2,260,935 | (1,882,954) |
Cost at 31 December 2019 | 8,546,406 | 21,547,412 | 9,905,542 | 21,302,991 | 61,302,351 |
Accumulated depreciation at 1 January 2019 | (6,576,790) | (13,515,097) | -- | (15,594,757) | (35,686,644) |
Additions | (262,134) | (1,181,795) | -- | (2,730,013) | (4,173,942) |
Disposals | 3 | 131,293 | -- | 3,405,525 | 3,536,821 |
Transfers | -- | 137,371 | -- | (2) | 137,369 |
Accumulated depreciation at 31 December 2019 | (6,838,921) | (14,428,228) | -- | (14,919,247) | (36,186,396) |
Carrying amount at 31 December 2019 | 1,707,485 | 7,119,184 | 9,905,542 | 6,383,744 | 25,115,955 |
Euros | |||||
Other | |||||
Technical | installations, | Under construction | |||
installations | equipment and | and | |||
2018 | and machinery | furniture | advances | Other items | Total |
Cost at 1 January 2018 | 8,244,329 | 17,630,336 | 7,537,882 | 17,924,168 | 51,336,715 |
Additions | 295,200 | 465,364 | 847,752 | 3,830,830 | 5,439,146 |
Disposals | (875,425) | (1,953) | -- | (27,046) | (904,424) |
Transfers | 882,301 | 3,444,475 | (2,017,537) | 400,105 | 2,709,344 |
Cost at 31 December 2018 | 8,546,405 | 21,538,222 | 6,368,097 | 22,128,057 | 58,580,781 |
Accumulated depreciation at 1 January 2018 | (6,841,933) | (12,156,064) | -- | (13,143,975) | (32,141,972) |
Additions | (432,678) | (1,359,945) | -- | (2,477,828) | (4,270,451) |
Disposals | 697,821 | 1,953 | -- | 27,046 | 726,820 |
Transfers | -- | (1,041) | -- | -- | (1,041) |
Accumulated depreciation at 31 December 2018 | (6,576,790) | (13,515,097) | -- | (15,594,757) | (35,686,644) |
Carrying amount at 31 December 2018 | 1,969,615 | 8,023,125 | 6,368,097 | 6,533,300 | 22,894,137 |
-
Capitalised borrowing costs
During 2019 the Company has capitalised borrowing costs in investments in progress amounting to Euros 801 thousand (Euros 357 thousand in 2018) (see note 4 (c)). - Fully depreciated assets
Details of the cost of fully depreciated property, plant and equipment in use at 31 December are as follows:
19
GRIFOLS, S.A.
Notes to the Annual Accounts
31 December 2019
(Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
Technical installations and machinery Other installations, equipment and furniture Other property, plant and equipment
Euros
20192018
5,908,8875,821,895
8,895,6897,758,067
11,014,24911,512,576
25,818,82525,092,538
- Insurance
The Company has taken out insurance policies to cover the risk of damage to its property, plant and equipment. These policies amply cover the net carrying amount of the Company's assets.
(7) Investment Property
Details of and movements in investment property have been as follows:
Euros | ||||
Buildings and | Investments in | |||
Land | other | adaptation and | Total | |
installations | advances | |||
Cost at 1 January 2019 | 7,465,344 | 79,515,286 | 6,631,896 | 93,612,526 |
Additions | -- | -- | 5,652,439 | 5,652,439 |
Disposals | (15) | (178,267) | -- | (178,282) |
Transfers | -- | 4,112,383 | (2,015,843) | 2,096,540 |
Cost at 31 December 2019 | 7,465,329 | 83,449,402 | 10,268,492 | 101,183,223 |
Accumulated depreciation at 1 January 2019 | -- | (38,791,702) | -- | (38,791,702) |
Additions | -- | (3,513,657) | -- | (3,513,657) |
Disposals | -- | 163,186 | -- | 163,186 |
Transfers | -- | (137,370) | -- | (137,370) |
Accumulated depreciation at 31 December 2019 | ||||
0 | (42,279,543) | 0 | (42,279,543) | |
Carrying amount at 31 December 2019 | 7,465,329 | 41,169,859 | 10,268,492 | 58,903,680 |
20
GRIFOLS, S.A.
Notes to the Annual Accounts
31 December 2019
(Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
Euros | ||||
Buildings and | Investments in | |||
Land | other | adaptation and | Total | |
installations | advances | |||
Cost at 1 January 2018 | 7,465,344 | 71,594,983 | 12,953,260 | 92,013,587 |
Additions | -- | 749,476 | 3,862,674 | 4,612,150 |
Disposals | -- | (223,347) | -- | (223,347) |
Transfers | -- | 7,394,174 | (10,184,038) | (2,789,864) |
Cost at 31 December 2018 | 7,465,344 | 79,515,286 | 6,631,896 | 93,612,526 |
Accumulated depreciation at 1 January 2018 | -- | (35,410,874) | -- | (35,410,874) |
Additions | -- | (3,395,877) | -- | (3,395,877) |
Disposals | -- | 14,008 | -- | 14,008 |
Transfers | -- | 1,041 | -- | 1,041 |
Accumulated depreciation at 31 December 2018 | ||||
0 | (38,791,702) | 0 | (38,791,702) | |
Carrying amount at 31 December 2018 | 7,465,344 | 40,723,584 | 6,631,896 | 54,820,824 |
-
General
At 31 December 2019 and 2018 additions comprise the investments incurred to expand the Company's facilities and the acquisition of a plot of land in Lliçà de Vall. - Fully depreciated assets
The cost of fully depreciated investment property in use at 31 December is as follows:
Euros | |||
2019 | 2018 | ||
Buildings | 1,031,791 | 1,031,791 | |
Other installations | 20,214,905 | 15,256,715 | |
21,246,696 | 16,288,506 |
-
Income and expenses from investment property
Details of income and expenses from investment property are as follows:
Euros | ||||
2019 | 2018 | |||
Income from assignment of use (note 23) | 21,404,970 | 16,626,213 | ||
Operating expenses | ||||
From income-generating investments | (21,302,749) | (17,205,701) | ||
Net | 102,221 | (579,488) | ||
The Company assigns the use of the premises and installations that it owns and leases from third parties to its Spanish subsidiaries as indicated in notes 9, 10 and 23.
21
GRIFOLS, S.A.
Notes to the Annual Accounts
31 December 2019
(Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
-
Insurance
The Company has taken out insurance policies to cover the risk of damage to its investment property. The coverage of these policies is considered sufficient.
(8) Finance Leases - Lessee
The Company has leased the following types of property, plant and equipment and investment property under finance leases:
Euros | ||||
Other property, | ||||
Land | plant and | Total | ||
equipment | ||||
Initially recognised at: | ||||
Fair value | 381,071 | 3,462,461 | 3,843,532 | |
Accumulated depreciation | (8,864) | (1,167,562) | (1,176,426) | |
Carrying amount at 31 December 2019 | 372,207 | 2,294,899 | 2,667,106 | |
Initially recognised at: | ||||
Fair value | 435,000 | 6,276,244 | 6,711,244 | |
Accumulated depreciation | (53,876) | (3,402,262) | (3,456,138) | |
Carrying amount at 31 December 2018 | 381,124 | 2,873,982 | 3,255,106 |
Future minimum lease payments are reconciled with their present value as follows:
Euros | ||||
2019 | 2018 | |||
Future minimum payments | 2,875,549 | 3,794,242 | ||
Unaccrued finance costs | (80,028) | (178,375) | ||
Present value | 2,795,521 | 3,615,867 |
Details of minimum payments and the present value of finance lease liabilities, by maturity date, are as follows:
Euros | |||||
2019 | 2018 | ||||
Minimum | Present value | Minimum | Present value | ||
payments | payments | ||||
Less than one year | 1,010,925 | 968,316 | 1,225,427 | 1,119,117 | |
One to five years | 1,864,624 | 1,827,205 | 2,568,815 | 2,496,750 | |
2,875,549 | 2,795,521 | 3,794,242 | 3,615,867 | ||
Less current portion | (1,010,925) | (968,316) | (1,225,427) | (1,119,117) | |
Total non-current | 1,864,624 | 1,827,205 | 2,568,815 | 2,496,750 |
22
GRIFOLS, S.A.
Notes to the Annual Accounts
31 December 2019
(Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
(9) Operating Leases - Lessee
At 31 December 2019 and 2018, the Company has contracted various office premises and a plot of land under operating leases from third parties and one related party.
The most significant lease contracts are as follows:
Contract with a related party for offices located in Sant Cugat del Vallès (Barcelona) (SC1+SC2+SC3)
The contract period is until 1st March 2040 and it is of compulsory compliance, with five-year tacit renewals. It may be cancelled by giving notice of 6 months in advance.
Contract with a related party for offices located in Sant Cugat del Vallès (Barcelona) (SC4)
This contract is valid until 1st March 2040 and it is of compulsory compliance, with five-year tacit renewals, unless either of the parties cancels the contract giving notice of 6 months in advance after fulfilling the compulsory period.
Operating lease payments have been recognised as an expense for the year as follows:
Euros
20192018
Lease payments (recognised as an expense) | 9,942,552 | 9,975,445 |
Future minimum payments under non-cancellable operating leases are as follows:
Euros | ||
2019 | 2018 | |
Less than one year | 6,280,831 | 6,132,837 |
One to five years | 21,688,271 | 21,164,966 |
Over five years | 79,504,026 | 32,100,877 |
107,473,128 59,398,680
The Company uses part of these premises for its own use and the rest are assigned for use to its Spanish subsidiaries (see note 7 (c)).
- Assignment for Use of Premises and Installations
As described in note 7 (c), note 9 and note 23, the Company assigns the use of the premises and installations that it owns and leases from third parties to its Spanish subsidiaries.
Services included in the assignment for use agreements are: surveillance, cleaning of common areas, greeting and messaging, maintenance and water, energy and gas supplies. In order to take advantage of these services, the Spanish subsidiaries will use the premises in accordance with the statutory activity.
Contracts signed with its subsidiaries are renewed automatically on an annual basis and can be cancelled at any time with three months' prior notice. The minimum non-cancellable amount receivable totals Euros 5,351 thousand at 31 December 2019 (Euros 4,157 thousand in 2018).
23
GRIFOLS, S.A.
Notes to the Annual Accounts
31 December 2019
(Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
(11) Risk Management Policy
-
Financial risk factors
The Company's activities are exposed to various financial risks: market risk (including currency risk, fair value interest rate risk and price risk), credit risk, liquidity risk, and cash flow interest rate risk. The Company's global risk management programme focuses on uncertainty in the financial markets and aims to minimise potential adverse effects on the Company's profits.
The Company's risk management policies are established in order to identify and analyse the risks to which the Company is exposed, establish suitable risk limits and controls, and control risks and compliance with limits. Risk management procedures and policies are regularly reviewed to ensure they take into account changes in market conditions and in the Company's activities. The Company's management procedures and rules are designed to create a strict and constructive control environment in which all employees understand their duties and obligations.
The Group's Audit Committee supervises how management controls compliance with the Group's risk management procedures and policies and reviews whether the risk management policy is suitable considering the risks to which the Group is exposed. This committee is assisted by Internal Audit which acts as supervisor. Internal Audit performs regular and ad hoc reviews of the risk management controls and procedures and reports its findings to the Audit Committee.
- Market risk
The Company is not exposed to market risks associated with non-financial assets.
(ii) Currency risk
The Company operates internationally and is therefore exposed to currency risk when operating with foreign currencies, especially with regard to the US Dollar. Currency risk is associated with recognised assets and liabilities, and net investments in foreign operations.
The Company holds several investments in foreign operations, the net assets of which are exposed to currency risk. Currency risk affecting net assets of the Company's foreign operations in US Dollars is mitigated primarily through borrowings in the corresponding foreign currency.
At 31 December 2019 had the US Dollar weakened by 10% against the Euro, with the other variables remaining constant, post-tax profit would have been Euros 37 thousand lower, mainly as a result of converting payables to Group companies (Euros 283 thousand at 31 December 2018).
(iii) Credit risk
The Company's financial assets mainly comprise the trade receivables from and loans to Group companies.
The Company considers that its financial assets are not significantly exposed to credit risk.
(iv) Liquidity risk
The Company applies a prudent policy to cover its liquidity risks based on having sufficient cash, as well as sufficient financing through credit facilities, to settle market positions.
Details of financial liabilities by contractual maturity date are provided in notes 14 and 19 (e).
(v) Cash flow and fair value interest rate risks
Interest rate risk arises on loans extended to Group companies and current and non-current borrowings. Borrowings and loans extended at variable interest rates expose the Company to cash flow interest rate risks. Fixed-rate borrowings expose the Company to fair value interest rate risk.
24
GRIFOLS, S.A.
Notes to the Annual Accounts
31 December 2019
(Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
The objective of the management of interest risk is to achieve a balance in the structure of the debt, keeping part of the external resources issued at a fixed rate and covering part of the variable rate debt extending loans to Group companies.
At 31 December 2019, had interest rates been 100 basis points higher/lower, with the other variables remaining constant, post-tax profit would have been Euros 1,859 thousand lower/higher, mainly because of higher borrowing costs on variable interest debt (Euros 1,245 thousand at 31 December 2018).
(12) Investments in Equity Instruments of Group Companies and Associates
Details of investments in equity instruments of Group companies are as follows:
Euros | |||
2019 | 2018 | ||
Non-current | Non-current | ||
Group companies | |||
Equity investments | 2,419,641,850 | 3,287,312,325 | |
Impairment | (18,724,826) | (16,484,094) | |
2,400,917,024 | 3,270,828,231 | ||
Total | |||
2,400,917,024 | 3,270,828,231 |
During 2019 the following main changes to Company investments in equity instruments took place:
- In 2015, for the annual bonus of certain eligible employees, the Group set up a Restricted Share Unit Retention Plan (hereinafter RSU plan) (see note 16). In 2019 the bonuses accrued in the RSU plan during the period were recognised as an investment by the Company in those subsidiaries with employees adhering to this plan, as it is considered as a contribution from the shareholder totalling Euros 4,853 thousand.
- Grifols, S.A. has forgiven two loans to Progenika Biopharma, S.A. The first loan of Euros 7.5 million was on the 27 February 2019. The second loan of US Dollars 5 million was forgiven on the same date.
- Grifols Worldwide Operations, Ltd. Made a distribution in kind to Grifols, S.A. This involved transferring 49% of Interstate Blood Bank, Inc (IBBI) (Plasma Biological Services, LLC, PBS Acquisition Corp., Bio Blood Components, Inc) shares. The carrying amount recognised in Grifols, S.A. amounts to US Dollars 104 million (Euros 90 million).
- As part of the Group's reorganization, Grifols, S.A. has made a contribution in kind to Grifols Shared Services North America, Inc, transferring all IBBI group shares mentioned above. The contribution in kind was registered at the carrying amount of the transferred investment. The transaction amounted to US Dollars 104 million (equivalent to Euros 90 million). This transaction was recorded on the 1 July 2019.
- Distribution in kind (loan with Grifols Brasil, Lda) from Grifols Worldwide Operations, Ltd to Grifols, S.A. on 31 July 2019. The contribution was recognised at carrying amount. An amount of Euros 9 million has been recognised for this transaction. With date 1 October 2019 two loans were forgiven incrementing the amount of the investing of Grifols Brasil in Euros 8,793 thousand.
25
GRIFOLS, S.A.
Notes to the Annual Accounts
31 December 2019
(Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
- On 2 December 2019 Grifols Worldwide Operations, Ltd. distributed an interim dividend of US Dollars 100 million. A portion of this amount should be recognised as a reduction in the investment as it represents a recovery of part of the investment cost. The portion recognised as a reduction in the investment amounts US Dollars 15 million (Euros 13 million).
- 45% of the participating loan that Grifols Worldwide Operations, Ltd had with Diagnostic Grifols, S.A. had been transferred to Grifols, S.A. (equivalent to Euros 26,230 thousand). The remaining 55% of the participating loan has been transferred to Grifols Shared Services North America, Inc for an amount of Euros 32,060 thousand. Subsequently, a contribution in kind is made to Grifols Diagnostic Solution for the value of the loan.
-
Grifols Group aims to reinforce its presence in China. In March 2019, Grifols Group entered into a shares exchange agreement with Shanghai RAAS Blood Products Co. Ltd. (hereinafter SRAAS), through which Grifols Group should deliver 90 shares of its US subsidiary Grifols Diagnostic Solutions Inc. (GDS) (representing 45% of the economic rights and 40% of the voting rights), and in exchange for 1,766 million of SRAAS shares (representing 26.2% of the share capital). Thus, such transaction does not entail a cash flow movement.
The exchange ratio determined upon that date, was estimated using the stock price for SRAAS and discounted cash flows and market multiples for GDS.
Grifols Group will retain the control of GDS through the retention of the 55% of the economic rights and 60% of the voting rights.
As of 30 September 2019, the Grifols Group obtained the authorization from the US agency, "Committee on Foreing Investment in the United States" (CFIUS) and on 13 November 2019, Shanghai RAAS Blood Products, Co. Ltd. obtained the authorization from the Chinese Securities Regulatory Commission (CRSC).
As of 31 December 2019, Grifols, S.A. delivered 90 shares of its subsidiary GDS in exchange of an equity instrument in an associated company (equivalent to 1,766 million of SRAAS shares) because at that date no shares of SRAAS were received. Such contractual right has been classified as an available for sale financial asset.
As a result of the operation described, the Company has recognized under the heading "Other current financial assets" the contractual right classified as an available-for-sale asset amounting to Euros 1,717 million for the fair value of the share delivered, recording a result in the income statement of Euros 807 million for the difference between the mentioned value and the book value of the share delivered.
Finally, the directly attributable costs to the future acquisition of SRAAS were recognized as a Current Asset amounting to EUR 12 million as of 31st December 2019 and are presented under chapter "Prepayments for current assets". Subsequently, such costs will be included in the initial carrying amount at the date of acquisition of SRAAS.
During 2018 the following main changes to Company investments in equity instruments took place:
- In 2015, for the annual bonus of certain eligible employees, the Group set up a Restricted Share Unit Retention Plan (hereinafter RSU plan) (see note 16). In 2018 the bonuses accrued in the RSU plan during the period were recognised as an increase to the investment by the Company in those subsidiaries with employees adhering to this plan, as it is considered as a contribution from the shareholder totalling Euros 3,755 thousand.
- In 2018 Progenika Biopharma, S.A.'s shares were transferred through a distribution in kind at 31 December 2018 with a carrying amount of US Dollars 76,982,493 (Euros 67,724,547). Additionally, Grifols Diagnostics Solutions has transferred two participating loans granted to Progenika Biopharma, S.A. for a total of US Dollars 11,900,332 (Euros 10,487,221) as principal and US Dollars 1,511,917 (Euros 1,321,266) as interest. An amount of Euros 79,523,834 was recognised in the Company's reserves related to the investment in Progenika Biopharma,S.A..
- The Company has subscribed to an increase in the capital of Laboratorios Grifols, S.A. contributing an amount of Euros 18,000 thousand.
26
GRIFOLS, S.A.
Notes to the Annual Accounts
31 December 2019
(Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
- In January 2018 the Company acquired a 50% interest in Aigües Minerals de Vilajuïga S.A. involving the purchase of 37,500 shares. From the total amount of shares, 37,499 were acquired by Grifols, S.A. and 1 share was acquired by Grifols International, S.A.. The total price amounts to Euros 549,985 for Grifols,S.A. and Euros 15 for Grifols International, S.A.. As a result of this new share acquisition, Aigües Minerals de Vilajuïga, S.A. now forms part of the Group. During 2018 the Company has recognised impairment of Euros (549,985) on the investment based on an analysis of its recoverability.
- In December 2018 Grifols Diagnostic Solutions transferred Singulex shares to Grifols, S.A. through a distribution in kind. The fair value at 31 December 2018 totals US Dollars 50 million (Euros 43,987 thousand). The transfer of three loan agreements took place with Grifols Diagnostics Solutions as a lender and Singulex as the borrower for a total amount of US Dollars 35,849,289 (Euros 31,538,039) as principal and US Dollars 1,988,448 (Euros 1,749,316) as interest. The second transaction was carried out between Grifols, S.A. and Grifols Shared Services North America Inc., with a transfer of shares through a capital contribution. The fair value of Singulex shares and loans has been recognised in the Company as a dividend amounting to Euros 77,274,335.
(a) Investments in Group companies
Details of investments in Group companies are provided in Appendix I.
Subsidiaries' activities comprise the following:
- Industrial activity: consisting of the manufacture, preparation and sale of therapeutic products and other pharmaceutical specialities, particularly hemoderivatives and parenteral solutions, reagents, chemical products for use in laboratories and healthcare centres, andmedical-surgical materials, equipment and instruments; the collection and analysis of products of biological origin, and the procurement of human plasma.
- Commercial activity: consisting primarily of the marketing of products manufactured by the industrial Group companies.
- Service activity: comprising the management of business trips for Group companies, the preparation and implementation of engineering projects for both the Group and third parties, and the rendering of centralised services such as accounting, human resources, marketing, etc. This activity also includes the reinsurance of the Group's insurance policies.
The percentage ownerships included in Appendix I reconcile with the voting rights the Company has in its subsidiaries, except for: Grifols Thailand, Ltd. (48% ownership) and Grifols Malaysia Sdn Bhd (30% ownership), in which the Company has majority voting rights through the type of shares it holds in Grifols Thailand, Ltd and a contract entered into with the other shareholder and the pledging of this shareholder's shares in Grifols Malaysia.
- Foreign currency
The functional currencies of foreign operations are the currencies of the countries in which they are domiciled, except for Grifols Worldwide Operations Limited, the functional currency of which is the US Dollar.
-
Other Information
The subsidiaries have been audited/reviewed by the associates of KPMG International in the countries in which they are domiciled, with the exception of Grifols Argentina, S.A. (audited by Alexia Consulting group, S.R.L.) and Grifols Polska Sp.z.o.o. (audited by PKF Consult).
VCN Biosciencies, S.L., Kiro Grifols, S.L., Grifols Japan K.K., Grifols Switzerland A.G, Grifols Diagnostic Equip Taiwan, Ltd and Aigües Minerals de Vilajuïga, S.A., Interstate Blood Bank, Inc., Biotest US Corporation, Biomat USA South, Inc. and Grifols Pharmaceutical Technology Co., Ltd. Beijing Branch have not been audited.
27
GRIFOLS, S.A.
Notes to the Annual Accounts
31 December 2019
(Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
(13) Financial Assets by Category
-
Classification of financial assets by category
The classification of financial assets by category and class and a comparison of the fair value and the carrying amount are provided in Appendix II.
(i) Net losses and gains by category of financial asset
Net losses and gains by category of financial asset are as follows:
2019
Finance income at amortised cost, Group companies Finance income at amortised cost
Profit for disposal
Net gains in profit and loss
Total
2018
Finance income at amortised cost, Group companies Finance income at amortised cost
Net gains in profit and loss
Total
Euros
Loans and | Available for | |
sale financial | Total | |
receivables | ||
assets | ||
72,454,130 | -- | 72,454,130 |
3,783 | -- | 3,783 |
-- | 807,651,582 | 807,651,582 |
72,457,913 | 807,651,582 | 880,109,495 |
72,457,913 | 807,651,582 | 880,109,495 |
Euros
Loans and
receivables Total
52,115,757 52,115,757
3,1223,122
52,118,879 52,118,879
52,118,879 52,118,879
(14) Investments and Trade Receivables
-
Investments in Group companies
Details of investments in Group companies and related parties are as follows:
28
GRIFOLS, S.A.
Notes to the Annual Accounts
31 December 2019
(Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
Euros | |||||
2019 | 2018 | ||||
Non-current | Current | Non-current | Current | ||
Group | |||||
Loans | 7,215,503,793 | 13,600,000 | 1,593,426,692 | 57,813,083 | |
Receivables, tax effect (note 21) | 20,910,486 | 31,253,153 | |||
Interest | 2,435,815 | 2,142,790 | |||
Total | 7,215,503,793 | 36,946,301 | 1,593,426,692 | 91,209,026 |
At 31 December 2019 the Company has several loans with Group companies. The most significant loans are:
- Two participative loans with a Group company at a market interest rate, not due date establish and an amount of Euros 3,194 million.
- Loans amounting Euros 4,025 million at a market interest rate (see Appendix VI).
At 31 December 2018 the Company had three loans with Group companies. The two most significant loans amount Euros 1,607,000 thousand (see Appendix VI), with due date 2023 and 2025 at a market interest rate. The third loan amount Euros 10,487 thousand with a due date in 2019.
At 31 December 2019 the Company has a balance of Euros 104 thousand (Euros 21,847 thousand in 2018) corresponding to cash pooling accounts with Group companies (see note 19 (b)). These receivables accrue interest at a rate of 4.33% (interest rate on the Group senior loan plus a spread of 0.75%) and they fall due in 2027 (5.37% interest rate on the Group senior loan plus a spread of 0.75% and falling due in 2025 at 31 December 2018).
-
Investments
Details of investments are as follows:
Euros | ||||
2019 | 2018 | |||
Non-current | Current | Non-current | Current | |
Other current financial assets | -- | 1,727,428,024 | -- | -- |
Deposits and guarantees | 1,641,525 | 4,856 | 1,622,650 | 4,306 |
Total | ||||
1,641,525 | 1,727,432,880 | 1,622,650 | 4,306 |
At 31 December 2019 and 2018, Euros 832 thousand of guarantees and deposits are associated with leases with Centurion Real Estate S.A (formerly Scranton Enterprises B.V.), a related party of Grifols S.A. (see note 23) and Euros 559 thousand correspond to leases arranged with a Group company.
"Other current financial assets" includes an amount of euros 1,717 million corresponding to 26.2% shares in Shanghai RAAS Blood Products Co. Ltd. pending to be received (see note 12).
- Trade and other receivables
Details of trade and other receivables are as follows:
29
GRIFOLS, S.A.
Notes to the Annual Accounts
31 December 2019
(Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
2019 | 2018 | |
Current | Current | |
Group | ||
Trade receivables (note 23) | 45,736,628 | 19,526,804 |
Unrelated parties | ||
Trade receivables | 2,636,448 | 874,963 |
Other receivables | 337,758 | 378,527 |
Personnel | 178,293 | 173,455 |
Taxation authorities, income tax (note 21) | 5,681,793 | 25,911,844 |
Public entities, other (note 21) | 3,707,308 | 11,419,949 |
Total | 58,278,228 | 58,285,542 |
At 31 December 2019 and 2018 public entities, other predominantly comprise recoverable value added tax. The Company files consolidated VAT and income tax returns.
- Amounts denominated in foreign currencies
Details of monetary financial assets denominated in foreign currencies are as follows:
Euros | |||
2019 | |||
US Dollar | Other | Total |
Trade and other receivables Trade receivables - current
Trade receivables from Group companies and associates - current
Other receivables
Investments in Group companies and others associates, current
Other financial assets
150,624 | -- | 150,624 |
921,895 | -- | 921,895 |
4,241 | 1,168 | 5,409 |
10,690,423 | -- | 10,690,423 |
Total current financial assets | 11,767,183 | 1,168 | 11,768,351 |
Total financial assets | 11,767,183 | 1,168 | 11,768,351 |
2018 | Euros | ||
US Dollar | Other | Total | |
Trade and other receivables | |||
Trade receivables - current | 147,664 | -- | 147,664 |
Trade receivables from Group companies and | 860,756 | 112 | 860,868 |
associates - current | |||
Other receivables | 8,246 | 1,631 | 9,877 |
Total current financial assets | 1,016,666 | 1,743 | 1,018,409 |
Total financial assets | 1,016,666 | 1,743 | 1,018,409 |
30
GRIFOLS, S.A.
Notes to the Annual Accounts
31 December 2019
(Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
Details of exchange differences recognised in profit or loss on financial instruments, distinguishing between settled and outstanding transactions, are as follows:
Euros
2019 | 2018 | |||||
Settled | Outstanding | Settled | Outstanding | |||
Investments in Group companies | ||||||
Loans to Group companies | (635,918) | -- | (1,413) | (31,658) | ||
Total non-current financial assets | (635,918) | -- | (1,413) | (31,658) | ||
Trade and other receivables | ||||||
Trade receivables - current | (20,079) | (147,817) | (19,174) | 19,464 | ||
Trade receivables from Group companies - current | -- | (14,546) | -- | (6,247) | ||
Current investments | ||||||
Loans to Group companies | 8,475 | 39,092 | -- | |||
Total current financial assets | (11,604) | (162,363) | 19,918 | 13,217 | ||
Total financial assets | (647,522) | (162,363) | 18,505 | (18,441) |
(15) Prepayments
At 31 December 2019 and 2018, prepayments include insurance and maintenance prepayments. Moreover, at 31 December 2019 it includes advanced payments of expenses for the Shanghai RAAS transaction (Euros 12 millions) (see note 12).
(16) Equity
Details of equity and movement during the year are shown in the statement of changes in equity.
- Capital
At 31 December 2019 and 2018 the share capital of Grifols S.A. amounts to Euros 119,603,705 and is represented by:- Class A shares:426,129,798 ordinary shares of Euros 0.25 par value each, subscribed and fully paid and of the same class and series, and which are ordinary shares of the Company
- Class B shares: 261,425,110 non-voting preference shares of Euros 0.05 par value each, of the same class and series, and with the preferential rights set forth in the Company's by-laws.
The main characteristics of the Class B shares are as follows:
- Each Class B share entitles its holder to receive a minimum annual preferred dividend out of the distributable profits at the end of each year equal to Euros 0.01 per Class B share provided that the aggregate preferred dividend does not exceed the distributable profits for that year and a distribution of dividends has been approved by the Company's shareholders. This preferred dividend is not cumulative if sufficient distributable profits are not obtained in the period.
- Each Class B share holder is entitled to receive, in addition to theabove-mentioned preferred dividend, the same dividends and other distributions as for one Grifols ordinary share.
31
GRIFOLS, S.A.
Notes to the Annual Accounts
31 December 2019
(Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
- Each Class B share entitles the holder to its redemption under certain circumstances, if a takeover bid for all or part of the shares in the Company has been made, except if holders of Class B shares have been entitled to participate in the bid on the same terms as holders of Class A shares. The redemption terms and conditions reflected in the Company'sby-laws limit the amount that may be redeemed, requiring that sufficient distributable reserves be available, and limit the percentage of shares to be redeemed in line with the ordinary shares to which the bid is addressed.
- In the event the Company were to be wound up and liquidated, each Class B share entitles the holder to receive, before any amounts are paid to holders of ordinary shares, an amount equal to the sum of (i) the par value of the Class B share, and (ii) the share premium paid for the Class B share when it was subscribed. In addition to the Class B liquidation preference amount, each holder is entitled to receive the same liquidation amount that is paid for each ordinary share. These shares are freely transferable.
The Company's knowledge of its shareholders is based on information provided voluntarily or in compliance with applicable legislation. According to the information available to the Company, there are no interests higher than 10% with voting rights at 31 December 2019 and 2018.
-
Share premium
This reserve is freely distributable. - Reserves
Details of reserves and movement during the year are shown in Appendix III.
During 2018 the Company settled the 2015 RSU plan causing an increase of Euros 318,879 in reserves. In 2019 the Company has settled the 2016 RSU plan leading to a rise of Euros 535,405 in reserves.
- Legal reserve
The legal reserve has been appropriated in compliance with article 274 of the Spanish Companies Act, which requires that companies transfer 10% of profits for the year to a legal reserve until this reserve reaches an amount equal to 20% of share capital. At 31 December 2019 and 2018, the legal reserve represents 20% of share capital.
The legal reserve is not distributable to shareholders and if it is used to offset losses, in the event that no other reserves are available, the reserve must be replenished with future profits.
(ii) Treasury stock and reserve for Company shares
At the ordinary general meeting held on 29 May 2015 the shareholders of the Company agreed to authorise the acquisition of a maximum of treasury stock equivalent to 10% of the Company's share capital at a minimum price equal to the par value of shares and a maximum equal to the price quoted on the stock exchange on the date of acquisition or, where applicable, the price authorised by the Spanish National Securities Market Commission.
This acquisition has been authorised for a period of five years from the date this decision was taken. Shares acquired may be handed over to the Group's employees or directors either directly or as a result of them exercising share options they may hold.
At 31 December 2019 and 2018 the Company does not have any Class A treasury stock.
Movement in Class B treasury stock during 2019 and 2018 was as follows:
32
GRIFOLS, S.A.
Notes to the Annual Accounts
31 December 2019
(Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
Number of | Euros | |
Class B shares | Nominal | |
Balance at 1 January 2018 | 4,297,806 | 62,422,309 |
Disposals of Class B shares | (479,355) | (6,981,099) |
Balance at 31 December 2018 | 3,818,451 | 55,441,210 |
Disposals of Class B shares | ||
(403,399) | (5,857,069) | |
Balance at 31 December 2019 | 3,415,052 | 49,584,141 |
In March 2018 the Group delivered 480,661 treasury stocks (Class B shares) to eligible employees as compensation for the Restricted Share Unit Retention Plan, of which 193,606 treasury stocks were given to Company employees (see note 16 (d)).
In March 2019 the Group delivered 403,339 treasury stocks (Class B shares) to eligible employees as compensation for the Restricted Share Unit Retention Plan, of which 186,814 treasury stocks were given to Company employees (see note 16 (d)).
The Company held Class B treasury stock equivalent 0.5% of its capital at 31 December 2019 (0.6% at 31 December 2018).
- Differences on redenomination of capital to Euros This reserve is not distributable.
- Voluntary reserves
These reserves are freely distributable.
- Other own equity instruments
For the annual bonus, the Group has set up a Restricted Share Unit Retention Plan (RSU Plan), for certain employees. Under this plan, employees can choose to receive up to 50% of their yearly bonus as non-voting Class B ordinary shares (Grifols Class B Shares) or Grifols American Depositary Shares (Grifols ADS), and the Company will match this with an additional 50% in RSU.
Grifols Class B Shares and Grifols ADS are valued at bonus grant date.
These RSU will have a vesting period of two years and one day and, subsequently, they will be exchanged for Grifols Class B Shares or Grifols ADS (American Depositary Share representing 1 Class B Share).
If an eligible employee leaves the Company or is terminated with cause before the vesting period, they will not be entitled to the additional RSU.
At 31 December 2018, the Company settled the 2015 RSU plan for an amount of Euros 6,662 thousand, of which 2,681 thousand were from the Company.
At 31 December 2019, the Company has settled the 2016 RSU plan for an amount of Euros 5,652 thousand, of which 2,715 thousand are from the Company.
Because this commitment is settled in shares, it is recognised in equity and it totals Euros 12,498 thousand at 31 December 2019 (Euros 12,652 thousand in 2018).
33
GRIFOLS, S.A.
Notes to the Annual Accounts
31 December 2019
(Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
- Other Provisions, Other Guarantees with Third Parties and Other Contingent Liabilities
- Contingencies
Contingent liabilities for bank and other guarantees are disclosed in note 19. The Company does not expect any significant liabilities to arise from these guarantees.
In the event of a takeover, the Company has agreements with 24 employees/directors whereby they can unilaterally rescind their employment contracts with the Company and are entitled to termination benefits ranging from two to five years' salary.
The Company has three contracts with three members of Senior management who will receive a termination benefit ranging from one to two years' salary, depending on the circumstances.
(18) Financial Liabilities by Category
-
Classification of financial liabilities by category
The classification of financial liabilities by category and class and a comparison of the fair value with the carrying amount are provided in Appendix IV.
(i) Net losses and gains by financial liability category
Net losses and gains by financial liability category are as follows:
Euros | |||
2019 | Debts and payables | Total | |
Finance costs at amortised cost, third parties | (62,480,880) | (62,480,880) | |
Finance costs at amortised cost, Group companies | (100,006,175) | (100,006,175) | |
Net losses in profit and loss | (162,487,055) | (162,487,055) | |
Total | |||
(162,487,055) | (162,487,055) | ||
Euros
2018
Finance costs at amortised cost, third parties Finance costs at amortised cost, Group companies
Net losses in profit and loss
Debts and payables | Total |
(50,836,915)(50,836,915)
(86,972,977)(86,972,977)
(137,809,892) (137,809,892)
Total | (137,809,892) | (137,809,892) |
34
GRIFOLS, S.A.
Notes to the Annual Accounts
31 December 2019
(Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
(19) Payables and Trade Payables
-
Group companies and associates
Details of Group companies and associates are as follows:
Euros | |||||
2019 | 2018 | ||||
Non-current | Current | Non-current | Current | ||
Group | |||||
Payables | 4,113,720,823 | -- | 1,512,716,087 | -- | |
Payables, tax effect (note 21) | -- | 20,102,406 | -- | 32,574,660 | |
Interest | -- | 15,183,517 | -- | 7,191,429 | |
Total | 4,113,720,823 | 35,285,923 | 1,512,716,087 | 39,766,089 |
Details of payables to Group companies do not include trade payables to Group companies, details of which are provided in section d) of this note.
(b) Payables
Details of payables are as follows:
2019 | 2018 | |||
Non-current | Current | Non-current | Current | |
Unrelated parties | ||||
Promissory notes | 2,644,914,563 | 3,255,873 | 987,249,676 | 5,333,333 |
Loans and borrow ings | 1,491,826,997 | 23,095,616 | 747,069,488 | 30,681,772 |
Interest | -- | 580,898 | -- | 614,509 |
Finance lease payables (note 8) | 1,827,205 | 968,316 | 2,496,750 | 1,119,117 |
Payables | 1,314,361 | 17,131,759 | 2,878,928 | 2,044,257 |
Guarantees and deposits received | -- | 1,333 | -- | 7,099 |
Total | ||||
4,139,883,126 | 45,033,795 | 1,739,694,842 | 39,800,087 |
On 15 November 2019 the Group concluded the refinancing process of its senior secured debt for Euros 5,800 million. As for Grifols, S.A., the new financing includes Term Loan B for Euros 1,360 million, aimed at institutional investors; the issue of two bonds for Euros 1,675 million (Senior Secured Notes).
In September 2018, Grifols obtained a new non-current loan from the European Investment Bank totalling Euros 85,000 thousand that will be used by Grifols to support its investments in R&D, mainly focused on the search for new therapeutic indications for plasma-derived protein therapies. The financial terms include a fixed interest rate, a maturity of 10 years with a grace period of two years. On 5 December 2017, the Group arranged loans with the same entity and with the same conditions for a total amount of Euros 85,000 thousand. At 31 December 2019, the carrying amount of the loans obtained from the European Investment Bank totalled Euros 159,375 thousand (Euros 170,000 thousand at 31 December 2018).
Senior Notes
35
GRIFOLS, S.A.
Notes to the Annual Accounts
31 December 2019
(Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
On 15 November 2019, as part of Group's debt refinancing process, Grifols, S.A. issued Euros 1,675 million of Senior Secured Notes segmented in two notes of Euros 770 million and Euros 905 million. These notes will mature in 2027 and 2025 and will bear annual interest at rates of 2.25% and 1.625%, respectively. The Notes were admitted to listing on the Irish Stock Exchange.
On 18 April 2017, Grifols, S.A., issued Euros 1,000 million of Senior Unsecured Notes that will mature in 2025 and will bear annual interest at a rate of 3.20%. On 2 May 2017 the Notes were admitted to listing on the Irish Stock Exchange.
There was no movement regarding the Senior Unsecured Notes in 2019.
On 15 November 2019 the Group refinanced its Senior Secured Debt with the existing lenders. For Grifols, S.A. the new senior debt consists of a Term Loan B ("TLB"), which amounts to Euros 1,360 million with a 2.25% margin pegged to Euribor, maturity in 2027 and quasi-bullet amortization structure.
The terms and conditions of the senior secured debt are as follows:
- Tranche B in Euros:
- Original principal amount of Euros 1,360 million.
- Applicable margin of 225 basis points (bp) pegged to Euribor.
- Quasi-bulletamortisation structure.
- Maturity in 2027.
Tranche B in Euros
Maturity | Currency | Principal |
2020 | Euros | 13,600 |
2021 | Euros | 13,600 |
2022 | Euros | 13,600 |
2023 | Euros | 13,600 |
2024 | Euros | 13,600 |
2025 | Euros | 13,600 |
2026 | Euros | 13,600 |
2027 | Euros | 1,264,800 |
Total | 1,360,000 |
Senior Secured Debt. Euros Term Loan A
On 6 February 2017 the Group refinanced its senior secured debt, with the Company being the borrower of the Term Loan A in Euros, the principal of which amounts to Euros 607 million. The terms and conditions of the Euros Tranche A senior secured debt are as follows:
- Original principal of Euros 607 million
- Applicable margin of 175 basis points (bp) pegged to Euribor
- Quasi-bulletrepayment structure
- Maturity in 2023
36
GRIFOLS, S.A.
Notes to the Annual Accounts
31 December 2019
(Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
Tranche B in Euros
Maturity | Currency | Principal |
2019 | Euros | 30,350 |
2020 | Euros | 60,700 |
2021 | Euros | 60,700 |
2022 | Euros | 341,437 |
2023 | Euros | 113,813 |
Total | 607,000 |
The transaction costs of Tranche A in euros of the unsecured Senior Debts amounts Euros 11.9 million. The remaining costs at the cancelation date, together with other deriving costs of the issue debt, has been transferred to profit or loss, as consequence of the refinancing process mentioned above. Unamortised financing costs from the Tranche A in Euros amount to Euros 7.5 million at 31 December 2018 (Euros 9.8 million at 31 December 2017).
Both the Senior Term Loans and the Revolving Loans are guaranteed by Grifols, S.A. and certain significant subsidiaries of Grifols, S.A. that together with Grifols, S.A. represent, in the aggregate, at least 80% of the consolidated assets and consolidated EBITDA of the Group.
The Notes have been issued by Grifols S.A. and are guaranteed on a senior secured basis by subsidiaries of Grifols, S.A. that are guarantors and co-borrower under the new credit contract (New Credit Facilities). The guarantors are Grifols Worldwide Operations Limited, Biomat USA, Inc., Grifols Biologicals Inc., Grifols Shared Services North America, Inc., Talecris Plasma Resources, Inc.., Grifols Therapeutics, Inc., Instituto Grifols, S.A., Grifols Worldwide Operations USA, Inc., Grifols USA, Llc. and Grifols International, S.A.
(c) Other information on payables
(i) Main characteristics of payables
The terms and conditions of loans and payables are provided in Appendix VI.
Non-current and current loans and borrowings are presented net of loan arrangement costs, which at 31 December 2019 amount to Euros 20,717 thousand (Euros 7,524 thousand at 31 December 2018).
The Company has extended guarantees to banks on behalf of Group companies for Euros 1,480 thousand at 31 December 2019 (Euros 2,438 thousand at 31 December 2018).
-
Trade and other payables
Details of trade and other payables are as follows:
37
GRIFOLS, S.A.
Notes to the Annual Accounts
31 December 2019
(Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
2019 | 2018 | ||
Current | Current | ||
Group | |||
Suppliers (note 23) | 51,028,984 | 8,032,244 | |
Related parties | |||
Suppliers (note 23) | 4,878,151 | 7,531,508 | |
Unrelated parties | |||
Suppliers | 44,701,736 | 34,998,857 | |
Personnel | 11,108,123 | 10,100,816 | |
Taxation authorities, income tax (note 21) | -- | ||
Public entities, other (note 21) | 23,241,926 | 22,870,591 | |
Total | 134,958,920 | 83,534,016 |
-
Classification by maturity
The classification of financial liabilities by maturity is included in Appendix V. - Amounts denominated in foreign currencies
The Euro value of monetary financial liabilities denominated in foreign currencies is as follows:
Euros | |||||
US Dollar | Argentine | Brazilian | Other | Total | |
Peso | Real | currencies | |||
Trade and other payables | 10,471 | -- | -- | -- | 10,471 |
Suppliers | 6,416,509 | 84 | 10,393 | 6,426,986 | |
Suppliers, Group companies | 4,937,214 | -- | 365,149 | 90,583 | 5,392,946 |
Other financial liabilities | 115 | -- | -- | 167 | 282 |
Total current liabilities | 11,364,309 | 84 | 365,149 | 101,143 | 11,830,685 |
Total financial liabilities | 11,364,309 | 84 | 365,149 | 101,143 | 11,830,685 |
Euros | ||||||
US Dollar | Argentine | Brazilian | Other | Total | ||
Peso | Real | currencies | ||||
Trade and other payables | ||||||
Suppliers | 1,977,100 | 131 | -- | 33,618 | 2,010,849 | |
Suppliers, Group companies | 263,364 | 2 | 170 | 582 | 264,118 | |
Other financial liabilities | 89 | -- | -- | 195 | 284 | |
Total current liabilities | 2,240,553 | 133 | 170 | 34,395 | 2,275,251 | |
Total financial liabilities | 2,240,553 | 133 | 170 | 34,395 | 2,275,251 |
38
GRIFOLS, S.A.
Notes to the Annual Accounts
31 December 2019
(Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
Details of exchange differences recognised in profit or loss on financial instruments, distinguishing between settled and outstanding transactions, are as follows:
Euros | ||||||
2019 | 2018 | |||||
Settled | Outstanding | Settled | Outstanding | |||
Payables to Group companies and | (7,994) | 167 | -- | -- | ||
associates, non-current | ||||||
Total non-current liabilities | (7,994) | 167 | -- | -- | ||
Current payables | ||||||
Loans and borrowings | (163,362) | (3,808,623) | (519,706) | (13,638) | ||
Suppliers | 83,374 | 79,006 | (80,885) | (34,153) | ||
Group companies | ||||||
Suppliers, Group companies | (3,044) | 100,613 | (65,007) | 951 | ||
Total current liabilities | (83,032) | (3,629,004) | (665,598) | (46,840) | ||
Total financial liabilities | (91,026) | (3,628,837) | (665,598) | (46,840) | ||
- Late Payments to Suppliers. "Reporting Requirement". Second Additional Provision of Law 31/2014 of 4 December 2014
The average payment period to suppliers for 2019 is 63 days (64 days for 2018). The total average is obtained by dividing the resulting amount of weighting the number of days between the payment date and the issuance date of each invoice with the total amount of each of the invoices, among total amount of invoices.
During 2019 the Company has made payments of Euros 214,449 thousand (Euros 154,305 thousand at 2018). Outstanding payments at 31 December 2019 total Euros 26,943 thousand (Euros 17,273 thousand for 2018). In 2019 the ratio of paid operations stands at 64 days and the ratio of operations payable stands at 57 days (64 days and 60 days respectively in 2018).
(21) Taxation
Details of balances with public entities are as follows:
39
GRIFOLS, S.A.
Notes to the Annual Accounts
31 December 2019
(Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
Euros | |||||
2019 | 2018 | ||||
Non- | Current | Non-current | Current | ||
current | |||||
Assets | |||||
Deferred tax assets | 16,717,390 | -- | 13,996,465 | -- | |
Current tax assets | -- | 5,681,793 | -- | 25,911,844 | |
Value added tax and similar taxes | -- | 3,707,308 | -- | 11,419,949 | |
Total | 16,717,390 | 9,389,101 | 13,996,465 | 37,331,793 | |
Liabilities | |||||
Current tax liabilities | -- | -- | |||
Deferred tax liabilities | 1,444,100 | -- | 1,691,193 | -- | |
Social Security | -- | 1,052,334 | -- | 825,007 | |
Withholdings | -- | 22,189,592 | -- | 22,045,584 | |
Total | 1,444,100 | 23,241,926 | 1,691,193 | 22,870,591 |
Details by company of intercompany receivables and payables resulting from the tax effect of filing consolidated tax returns are as follows:
Euros | ||||
2019 | 2018 | |||
Current | Current | |||
Receivables (note 14) | ||||
Instituto Grifols,S.A. | 12,968,673 | 21,748,510 | ||
Biomat,S.A. | 119,292 | 298,154 | ||
Grifols International,S.A. | 2,278,998 | 3,923,729 | ||
Grifols Movaco,S.A. | 4,634,899 | 4,273,654 | ||
Grifols Viajes,S.A. | 39,957 | 85,103 | ||
Grifols Engineering,S.A. | 524,266 | 614,549 | ||
Gripdan Invest, S.L | 344,401 | 309,454 | ||
20,910,486 | 31,253,153 |
40
GRIFOLS, S.A.
Notes to the Annual Accounts
31 December 2019
(Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
2019 | 2018 | |
Current | Current | |
Payables (note 19) | ||
Biomat, S.A. | 226,356 | 241,494 |
Grifols Viajes, S.A | 163,553 | 14,924 |
Instituto Grifols,S.A. | 9,618,662 | 8,821,679 |
Diagnostic Grifols,S.A. | 5,610,550 | 5,524,621 |
Laboratorios Grifols,S.A. | 2,511,866 | 5,013,503 |
Grifols Movaco, S.A | 607,447 | 1,035,879 |
VCN Biosciencies S.L | 633,847 | 891,302 |
Grifols Engineering,S.A. | 202,931 | 148,360 |
Gripdan Invest, S.L | -- | 201,909 |
Aigües Minerals de Vilajuïga | 527,194 | -- |
Gri‑Cel, S.A | -- | 10,435,174 |
Grifols International,S.A. | -- | 245,815 |
20,102,406 | 32,574,660 |
Balances receivable and payable at 31 December 2019 and 2018 comprise accrued income tax and value added tax.
The Company has the following main applicable taxes open to inspection by the Spanish taxation authorities:
Tax | Years open |
to inspection | |
Income tax | |
2014-2019 | |
Value added tax | 2015-2019 |
Personal income tax | 2015-2019 |
Capital gains tax | 2016-2019 |
Tax on Economic Activities | 2016-2019 |
Social Security | 2016-2019 |
Non-residents | 2016-2019 |
Customs duties | 2016-2019 |
Under prevailing legislation, taxes cannot be considered to be definitively settled until the returns filed have been inspected by the taxation authorities, or the prescription period has elapsed.
Grifols, S.A., in 2019 has been notified of an inspection for corporate income tax from 2014 to 2016 and VAT and withholding tax from 2015 to 2016.
-
Income tax
The Company files consolidated tax returns with Instituto Grifols, S.A., Laboratorios Grifols, S.A., Grifols Movaco, S.A., Biomat, S.A., Grifols International, S.A., Grifols Engineering, S.A., Grifols Viajes, S.A., Gripdan Invest, S.L., Aigües Minerals de Vilajuïga and VCN Biosciences, S.L.
A reconciliation of net income and expenses for the year with the taxable income is provided in Appendix VII. The relationship between the tax income and accounting profit for the year is shown in Appendix VIII. Details of the tax income recognised in the income statement are as follows:
41
GRIFOLS, S.A.
Notes to the Annual Accounts
31 December 2019
(Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
Euros | ||||
2019 | 2018 | |||
Current tax | ||||
Present year | (43,798,699) | (39,754,655) | ||
(43,798,699) | (39,754,655) | |||
Deferred tax | ||||
Source and reversal of temporary differences | ||||
Property, plant and equipment | (223,258) | (185,097) | ||
Investments | -- | 89,262 | ||
Others | 982,089 | -- | ||
Cost of reducing deferred tax assets recognised in prior | -- | 170,561 | ||
years | ||||
Deductions generated | (4,713,778) | (4,187,460) | ||
Deductions applied | 1,521,565 | 621,300 | ||
Adjustment of deductions in prior years | (479,349) | 278,670 | ||
(46,711,430) | (42,967,419) |
Details of deferred tax assets and liabilities by type of asset and liability are as follows:
Euros | ||||||||
Assets | Liabilities | Net | ||||||
Property, plant and equipment | 2019 | 2018 | 2019 | 2018 | 2019 | 2018 | ||
85,429 | 105,692 | (1,410,156) | (1,653,677) | (1,324,726) | (1,547,985) | |||
Grants | -- | -- | (33,944) | (37,516) | (33,944) | (37,516) | ||
Restricted share unit retention plan | 1,174,776 | 1,671,951 | -- | -- | 1,174,776 | 1,671,951 | ||
Group Financial Investments | 961,527 | 961,527 | -- | -- | 961,527 | 961,527 | ||
Rights to tax deductions and credits | 14,495,658 | 11,257,295 | -- | -- | 14,495,658 | 11,257,295 | ||
Total assets/liabilities | 16,717,390 | 13,996,465 | (1,444,100) | (1,691,193) | 15,273,291 | 12,305,272 |
In accordance with prevailing tax legislation in Spain, share-based payments to employees are income tax deductible for the intrinsic amount of the share options when they are exercised, thus giving rise to a deductible temporary difference for the difference between the amount the taxation authorities will admit as a future deduction and the zero carrying amounts of the share-based payments. At the close of the reporting period, the Company estimates the future tax deduction based on the price of the shares at that time. The amount of the tax deduction is recognised as current or deferred income tax with a balancing entry in the income statement.
Details of deferred tax assets and liabilities that are expected to be realised or reversed in periods exceeding 12 months are as follows:
42
GRIFOLS, S.A.
Notes to the Annual Accounts
31 December 2019
(Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
Euros | ||||
2019 | 2018 | |||
Deferred tax assets relating to temporary differences | 638,408 | 1,012,382 | ||
Total assets | 638,408 | 1,012,382 | ||
Deferred tax liabilities | 1,142,858 | 1,430,421 | ||
Net | (504,450) | (418,039) |
- Value added tax
Since 1 January 2008, the Company has filed consolidated tax returns with Instituto Grifols, S.A., Laboratorios Grifols, S.A, Grifols Movaco, S.A., Biomat, S.A., Grifols International, S.A., Grifols Engineering, S.A., Grifols Viajes, S.A., Aigües Minerals de Vilajuïga, S.A., Gripdan Invest, S.L. (since 2016) and VCN Biosciences, S.L. (since 2017).
(22) Environmental Information
Details at 31 December of property, plant and equipment used to minimise the Company's impact on the environment are as follows:
Euros | |||
2019 | |||
Description | Cost | Accumulated | Net |
depreciation | |||
Sewage treatment | 119,058 | (87,146) | 31,912 |
Water saving | 330,225 | (303,235) | 26,990 |
Electricity saving | 1,886,096 | (1,092,687) | 793,409 |
Waste management | 484,827 | (274,037) | 210,790 |
Others | 1,378,491 | (225,841) | 1,152,650 |
4,198,697 | (1,982,946) | 2,215,751 | |
Euros | |||
2018 | |||
Description | Cost | Accumulated | Net |
depreciation | |||
Sewage treatment | 141,724 | (91,625) | 50,099 |
Water saving | 311,021 | (275,181) | 35,840 |
Electricity saving | 3,375,890 | (1,000,843) | 2,375,047 |
Waste management | 352,524 | (251,644) | 100,880 |
Others | 164,551 | (17,743) | 146,808 |
4,345,710 | (1,637,036) | 2,708,674 |
Environmental expenses amount to Euros 201,891 in 2019 (Euros 163,155 in 2018).
43
GRIFOLS, S.A.
Notes to the Annual Accounts
31 December 2019
(Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
- Related Party Balances and Transactions
-
Related party balances
Details of balances receivable from and payable to Group companies and related parties and the main characteristics are disclosed in notes 14 and 19.
Details of balances by category are provided in Appendix IX. - Related party transactions
Details of the Company's transactions with related parties are provided in Appendix X.
Services are normally negotiated with Group companies to include a mark-up of between 5% and 10%. The Company contributes 0.7% of pre-tax consolidated profits for each year to a non-profit organisation. Transactions with other related parties are conducted at arm's length. - Information on the Company's directors and senior management personnel
In 2019 the independent members of the Company's board of director's accrued Euros 925 thousand in their capacity as such (Euros 925 thousand in 2018). In 2019, the proprietary director received remuneration of Euros 1,501 thousand (Euros 1,610 thousand in 2018). The members of the Company's board of directors who have a labour relationship with the Company and senior management personnel received total remuneration of Euros 2,489 thousand and Euros 6,828 thousand, respectively (Euros 3,240 thousand and Euros 6,566 thousand in 2018). During the fiscal year 2019 Directors other external received a remuneration amounting Euros 602 thousand.
Members of the board of directors have not received any loans or advances nor has the Company extended any guarantees on their behalf. The Company has no pension or life insurance obligations with its former or current directors or senior management personnel. In addition, termination benefit commitments are in place for certain Company directors and senior management personnel (see note 17).
During 2019, the Company has paid insurance premiums for civil liability of directors amounting to Euros 326 thousand (Euros 175 thousand in 2018). - Conflicts of interest concerning the directors
The directors of the Company and their related parties have had no conflicts of interest requiring disclosure in accordance with article 229 of the Revised Spanish Companies Act. - Income and Expenses
-
Revenues
Details of revenues by category of activity and geographical market are shown in Appendix XI. - Supplies
Details of other supplies used are as follows:
44
GRIFOLS, S.A.
Notes to the Annual Accounts
31 December 2019
(Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
Other supplies used Purchases of spare parts Change in inventories
Euros
20192018
5,446,0703,620,670
(992,202)(1,042,936)
4,453,8682,577,734
- Employee benefits expense and provisions
Details of employee benefits expense are as follows:
Euros | ||||
2019 | 2018 | |||
Employee benefits expense | ||||
Social Security payable by the Company | 9,799,822 | 8,457,327 | ||
Defined contribution plan contributions | 150,654 | 134,284 | ||
Other employee benefits expenses | 2,696,870 | 2,514,225 | ||
Annual contributions | 279,424 | 226,940 | ||
12,926,770 | 11,332,776 |
(25) Employee Information
The average headcount of the Company, distributed by department, is as follows:
Number | |||
2019 | 2018 | ||
Technical area | 110 | 98 | |
Administration and other | 496 | 462 | |
General management | 65 | 59 | |
671 | 619 |
At 31 December 2019 and 2018 the distribution by gender of Company personnel and the members of the board of directors is as follows:
Number | |||||
2019 | 2018 | ||||
Female | Male | Female | Male | ||
Directors | 4 | 9 | 4 | 9 | |
Technical area | 94 | 24 | 90 | 16 | |
Administration and other | 179 | 356 | 155 | 328 | |
General management | 35 | 37 | 33 | 28 | |
312 | 426 | 282 | 381 |
45
GRIFOLS, S.A.
Notes to the Annual Accounts
31 December 2019
(Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
The average number of Company employees with disability rating of more than 33% distributed by department, is as follows:
Number | |||
2019 | 2018 | ||
Technical area | 3 | 3 | |
Administration and other | 8 | 7 | |
11 | 10 |
(26) Audit Fees
KPMG Auditores, S.L., and Grant Thornton, S.L.P., as co-auditors of the company's annual accounts at 31 December 2019 have invoiced the Company expenses for professional services amounting total of Euros 76,600 (a total of Euros 75,635 in 2018), to be split in half every year.
Additionally, KPMG Auditores, S.L. has invoiced the Company the following fees for professional service regarding the Company's annual accounts during the years ended 31 December 2019 and 2018:
Euros | |||
2019 | 2018 | ||
Audit services | 1,060,352 | 968,700 | |
Other assurance services | 853,800 | 493,018 | |
1,914,152 | 1,461,718 |
The amounts in the above table include the total fees for services rendered in 2019 and 2018, irrespectively of the date of invoice.
During 2019 this mainly included audit services for the PCAOB, services relating to the limited review of the semi- annual financial statements, comfort letters related to debt issuances and a report on agreed-upon procedures provided by KPMG Auditores, S.L to Grifols, S.A. During 2018 "Other assurance services" include audit services for the PCAOB, services relating to the limited review of the semi-annual financial statements, and two reports on agreed-upon procedures provided by KPMG Auditores, S.L. to Grifols, S.A.
The information relating to non-audit services provided by KPMG Auditores, S.L. to companies controlled by Grifols, S.A. during the year ended 31 December 2019 is shown in the annual consolidated accounts of Grifols S.A. and subsidiaries at 31 December 2019. Moreover, other entities affiliated to KPMG International have invoiced the Company fees for other assurance services amounting to Euros 85,000 for the year ended 31 December 2019 (a total of Euros 25,000 in 2018).
GRIFOLS, S.A.
Directors Report
To the shareholders:
1. Business performance and position of the Company
Grifols, S.A. is a Spanish holding company specialised in the pharmaceutical-clinical sector. It is the Parent of the Grifols Group and its principal activities are as follows:
- Defining action plans and general procedures for the entire Group
- Planning future investments by entering new markets or through product diversification
- Providing support to the various functional areas in each Group company (products division, technical division, marketing/sales division, scientific division, financial division and planning and control division)
- Leasing buildings it owns to Group companies.
- Rendering services to subsidiaries such as personnel recruitment and management, communications and corporate image, IT services and maintenance.
The Company obtains its income from leasing its buildings and rendering services, and through dividends from its subsidiaries.
2. Forecast
The Company's profits could be affected by events related to the activities of its subsidiaries, such as a lack of raw materials for product manufacturing, the arrival of competitor products on the market or regulatory changes in the markets in which it operates.
At the date of authorisation for issue of these annual accounts, the Company has taken the measures it considers appropriate to mitigate any possible effects arising from the aforementioned events.
3. Treasury stock
At 31 December 2019, the Company has treasury stock of Euros 49,584,141, as described in note 16 to the accompanying annual accounts. Transactions involving treasury stock in 2019 are described in note 16 to the accompanying annual accounts.
4. Research and development
The Company does not conduct any research and development activities.
5. Management of financial risks
The Company's financial risk management policy is detailed in note 11 to the accompanying annual accounts.
6. Deferred payments to suppliers
As indicated in note 20 to these annual accounts, and as the average payment period is greater than the maximum period established in late payment legislation, the Company is studying best practices to reduce the average number of days.
7. Non-financial information statement
The non-financial information statement is presented in the consolidated directors' report of the Grifols, S.A and Subsidiaries Group of which the Company forms part, and has been prepared in line with the requirements set out in Law 11/2018 of 28 December 2018 on non-financial information and diversity, approved on 13 December 2018 by the Spanish Congress of Representatives, amending the Spanish Code of Commerce, the Revised Spanish Companies Act approved by Royal Legislative Decree 1/2010 of 2 July 2010 and Spanish Audit Law 22/2015 of 20 July 2015, as regards non-financial information and diversity (under Royal-Decree Law 18/2017 of 24 November 2017).
8. Annual Corporate Governance report
The annual corporate governance report of Grifols, S.A. forms part of this directors' report and is available at www.grifols.es. It is also published as Other Relevant Information on the Spanish National Securities Market Commission (CNMV) website
Appendix I 1 of 2
GRIFOLS, S.A.
Information on Group Companies, Associates and others
31 December 2019
(Expressed in Euros)
(Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)
% ownership | ||||||||||||||||||||
Carrying amount of | ||||||||||||||||||||
Name | Registered office | Activity | Dir | Ind | Total | Share capital | Reserves | Other equity items | Interim dividend | Profit/(loss) for the year | Total equity | investment | Dividends received in 2019 | |||||||
0016 | Alkahest, Inc. | United States | Research | -- | 47,580 | 47,580 | 732 | 5.027.483 | (19.841.106) | (14.812.890) | 0 | -- | ||||||||
0017 | Kiro Grifols S.L | Spain | Research | 90,000 | -- | 90,000 | 3.000 | 3.979.894 | -- | -- | (2.917.376) | 1.065.518 | 36.703.050 | -- | ||||||
(formerly Kiro Robotics S.L.) | ||||||||||||||||||||
0019 | Aradigm Corporation | United States | Research | -- | 35,130 | 35,130 | -- | -- | -- | -- | -- | -- | 0 | -- | ||||||
0021 | VCN Biosciences, S.L. | Spain | Research | -- | 81,340 | 81,340 | 152.421 | 599.002 | -- | -- | (1.563.833) | (812.410) | 0 | -- | ||||||
0029 | Progenika Biopharma, S.A. | Spain | Industrial | 91,880 | 8,12 | 100,000 | 615.374 | 27.955.787 | -- | -- | 3.593.469 | 32.164.629 | 79.619.256 | -- | ||||||
0030 | Asociación I+D Progenika | Spain | Industrial | -- | -- | -- | -- | -- | -- | -- | (0) | (0) | 0 | -- | ||||||
0032 | Instituto Grifols, S.A. | Spain | Industrial | 99,998 | 0,002 | 100,000 | 1.537.989 | 2.507.272 | 903.611 | -- | 149.255.021 | 154.203.893 | 2.441.601 | 27.790.268 | ||||||
0033 | Diagnostic Grifols,s.A. | Spain | Industrial | -- | 55% economic rights / | 55% economic rights / | 336.560 | 105.666.860 | 112.251 | -- | 5.405.132 | 111.520.803 | -- | |||||||
60% voting rights | 60% voting rights | 0 | ||||||||||||||||||
0034 | Grifols Movaco,S.A. | Spain | Commercial | 99,999 | 0,001 | 100,000 | 2.404.601 | 3.637.786 | 229.348 | -- | 2.704.933 | 8.976.668 | 4.133.974 | -- | ||||||
0037 | Laboratorios Grifols,S.A. | Spain | Industrial | 98,600 | 1,400 | 100,000 | 21.798.360 | (3.399.523) | 273.317 | -- | (7.337.899) | 11.334.255 | 83.071.683 | -- | ||||||
0039 | Gripdan Invest, S.L | Spain | Services | 100,000 | -- | 100,000 | 3.006.000 | 1.347.668 | -- | -- | 1.863.047 | 6.216.715 | 24.583.993 | 1.590.454 | ||||||
0040 | Biomat,S.A. | Spain | Industrial | 99,900 | 0,100 | 100,000 | 60.110 | 1.640.405 | 95.909 | -- | 398.563 | 2.194.987 | 155.950 | 760.635 | ||||||
0041 | Grifols International,S.A. | Spain | Commercial | 99,998 | 0,002 | 100,000 | 2.860.154 | 7.603.630 | 2.286.152 | -- | 18.643.150 | 31.393.085 | 5.146.245 | 12.524.543 | ||||||
0042 | Grifols Engineering,S.A. | Spain | Industrial | 99,950 | 0,050 | 100,000 | 60.120 | 1.653.402 | 52.429 | -- | 548.984 | 2.314.935 | 112.519 | -- | ||||||
0045 | Grifols Viajes,S.A. | Spain | Services | 99,900 | 0,100 | 100,000 | 60.110 | 891.486 | -- | -- | (507.689) | 443.907 | 60.161 | -- | ||||||
0048 | Araclon Biotech, S.L. | Spain | Research | -- | 75,100 | 75,100 | 12.063 | 9.633.366 | -- | -- | (7.931.998) | 1.713.431 | 0 | -- | ||||||
0050 | Grifols Worldwide Operations USA Inc. | United States | Industrial | -- | 100,000 | 100,000 | 1 | 38.217.260 | 3.236.858 | -- | 1.667.157 | 43.121.276 | 0 | -- | ||||||
0051 | Grifols Chile,S.A. | Chile | Commercial | 99,000 | -- | 99,000 | 385.453 | 22.787.526 | (3.214.361) | -- | 842.727 | 20.801.345 | 385.454 | -- | ||||||
0052 | Grifols Argentina,S.A. | Argentina | Commercial | 95,010 | 4,990 | 100,000 | 955.675 | 21.513.734 | (19.915.870) | -- | 991.953 | 3.545.493 | 3.527.851 | -- | ||||||
0054 | Logística Grifols,S.A. de CV | Mexico | Commercial | 99,990 | 0,010 | 100,000 | 92.279 | 3.714.130 | (293.013) | -- | 467.900 | 3.981.296 | 235.258 | -- | ||||||
0055 | Grifols Portugal Productos | Portugal | Commercial | 0,010 | 99,990 | 100,000 | 511.806 | 7.580.664 | -- | -- | 749.018 | 8.841.488 | 0 | -- | ||||||
Farmacéutiocs e Hospitalares,Lda. | ||||||||||||||||||||
0056 | Grifols, s.r.o. | Czech Republic | Commercial | 100,000 | -- | 100,000 | 51.597 | 13.847.432 | 705.893 | -- | 1.510.846 | 16.115.768 | 51.600 | -- | ||||||
0057 | Grifols USA, LLC | United States | Commercial | -- | 100,000 | 100,000 | 561.686 | (193.565.407) | (3.606.890) | -- | 118.916.003 | (77.694.608) | 0 | -- | ||||||
0058 | Grifols UK,Ltd. | United Kingdom | Commercial | 100,000 | -- | 100,000 | 4.285 | 5.360.716 | (465.319) | -- | 1.090.542 | 5.990.224 | 21.245.329 | -- | ||||||
0059 | Grifols Italia,S.p.A. | Italy | Commercial | 100,000 | -- | 100,000 | 2.496.000 | 13.644.877 | -- | -- | 2.109.784 | 18.250.661 | 12.862.540 | -- | ||||||
0062 | Grifols Brasil,Lda. | Brazil | Commercial | 99,9996 | 0,0001 | 100,000 | 54.919.116 | (1.436.202) | (8.916.099) | -- | (1.117.545) | 43.449.270 | 49.838.401 | -- | ||||||
0063 | Grifols France,S.A.R.L. | France | Commercial | 99,990 | 0,010 | 100,000 | 657.734 | 2.644.095 | -- | -- | 343.420 | 3.645.249 | 657.657 | -- | ||||||
0065 | Biomat USA,Inc. | United States | Industrial | -- | 100,000 | 100,000 | 0 | 582.046.922 | 30.851.598 | -- | 49.747.079 | 662.645.598 | 0 | -- | ||||||
Squadron Reinsurance Designated | ||||||||||||||||||||
0066 | Activity Company | Ireland | Services | -- | 100,000 | 100,000 | 635.000 | 62.154.229 | (2.732.940) | -- | 8.391.931 | 68.448.220 | -- | |||||||
(formerly Squadron Reinsurance Ltd.) | 0 | |||||||||||||||||||
0067 | Grifols Biologicals, LLC. | United States | Industrial | -- | 100,000 | 100,000 | 1 | 118.074.596 | 30.283.806 | -- | 15.125.888 | 163.484.291 | 0 | -- | ||||||
Grifols Shared Services North America, | ||||||||||||||||||||
0068 | Inc. | (formerly | United States | Services | 100,000 | -- | 100,000 | (1) | 1.519.563.096 | 375.651.965 | -- | 601.738.640 | 2.496.953.699 | 831.875.062 | ||||||
Grifols Inc.) | 1.208.937.518 | |||||||||||||||||||
0071 | Grifols Asia Pacific Pte. Ltd. | Singapore | Commercial | 100,000 | -- | 100,000 | 362.387 | 8.539.254 | 1.107.092 | -- | 1.492.079 | 11.500.812 | 792.702 | -- | ||||||
0072 | Grifols (Thailand), Ltd. | Thailand | Commercial | -- | 48,000 | 48,000 | 61.198 | 6.627.627 | 1.686.440 | -- | 372.075 | 8.747.339 | 0 | -- | ||||||
0074 | Grifols Malaysia Sdn Bhd | Malaysia | Commercial | -- | 30,000 | 30,000 | 30.283 | 2.552.337 | (23.699) | -- | 543.495 | 3.102.415 | 0 | -- |
Appendix I 1 of 2
0075 | Grifols Polska, Sp.z.o.o. | Poland | Commercial | 100,000 | -- | 100,000 | 10.714 | 2.507.096 | 188.430 | -- | 439.380 | 3.145.620 | 10.714 | -- | ||
0078 | Grifols México,S.A. de CV | Mexico | Commercial | 99,980 | 0,020 | 100,000 | 461.397 | 15.227.574 | (2.267.024) | -- | (622.044) | 12.799.903 | 461.224 | -- | ||
0081 | Grifols Australia Pty Ltd | Australia | Industrial | 100,000 | -- | 100,000 | 1.695.072 | 9.648.377 | (2.026.234) | -- | (192.885) | 9.124.330 | 34.974.212 | -- | ||
0084 | 55% economic rights / | 55% economic rights / | 2.487.150 | 2.458.540 | (332.279) | -- | 2.101.345 | 6.714.756 | -- | |||||||
Medion Diagnostic Grifols AG | Switzerland | Industrial | -- | 60% voting rights | 60% voting rights | 0 | ||||||||||
0086 | Grifols Colombia, Ltda. | Colombia | Commercial | 99,990 | 0,010 | 100,000 | 822.620 | 228.600 | (202.472) | -- | 225.018 | 1.073.765 | 575.032 | -- | ||
0087 | Grifols Nordic AB | Sweden | Commercial | 100,000 | -- | 100,000 | 10.392 | 2.363.439 | (245.845) | -- | 588.033 | 2.716.019 | 2.675.470 | -- | ||
0089 | Grifols Deutschland,GmbH | Germany | Commercial | 100,000 | -- | 100,000 | 25.000 | 7.356.520 | (796.621) | 6.734.316 | 13.319.215 | 12.770.553 | -- | |||
0090 | Grifols Therapeutic LLC. | United States | Industrial | -- | 100,000 | 100,000 | (2.885.734) | 758.005.120 | 313.295.046 | -- | 225.703.087 | 1.294.117.518 | 0 | -- | ||
0091 | Talecris Plasma Resources Inc. | United States | Industrial | -- | 100,000 | 100,000 | 7 | 54.003.421 | 14.884.456 | -- | 11.739.719 | 80.627.602 | 0 | -- | ||
0094 Grifols Worldwide Operations Limited | Ireland | Industrial | 100,000 | -- | 100,000 | 1 | 799.071.789 | 1.481.465 | (89.086.860) | 83.715.839 | 795.182.234 | 812.190.649 | 79.284.069 | |||
Grifols Pharmaceutical Technology | ||||||||||||||||
0095 | (Shanghai) Co., Ltd. (formerly Grifols | China | Commercial | 100,000 | -- | 100,000 | 1.000.000 | 6.405.734 | (285.942) | -- | 1.450.567 | 8.570.359 | -- | |||
Pharmaceutical Consulting | ||||||||||||||||
(Shanghai) Co., Ltd.) | 1.000.000 | |||||||||||||||
0097 | Grifols Switzerland, AG | Switzerland | Commercial | 100,000 | -- | 100,000 | 81.189 | (245.913) | 349.399 | -- | 9.982 | 194.657 | 169.208 | -- | ||
0096 | Grifols Diagnostics Solutions Inc | -- | 55% economic rights / | 55% economic rights / | (7) | 3.027.456.337 | 77.787.656 | -- | 174.386.818 | 3.279.630.804 | -- | |||||
60% voting rights | 60% voting rights | |||||||||||||||
(formerly G-C Diagnostics Corp.) | United States | Industrial | 0 | -- | ||||||||||||
0098 | -- | 55% economic rights / | 55% economic rights / | 37.899.374 | 26.127.072 | 7.124.622 | -- | 6.519.099 | 77.670.167 | -- | ||||||
Grifols (H.K.), Limited | Hong Kong | Commercial | 60% voting rights | 60% voting rights | 0 | |||||||||||
0099 | Grifols Japan KK | Japan | Commercial | 100,000 | -- | 100,000 | 354.409 | 658.930 | 182.582 | -- | 782.003 | 1.977.924 | 708.818 | -- | ||
00A1 | Grifols Pharmaceutical Technology Co., | China | Commercial | 100,000 | -- | 100,000 | -- | (4.389.998) | 205.075 | -- | (1.162.576) | (5.347.499) | -- | |||
Ltd. Beijing Branch | 0 | |||||||||||||||
00A2 | Grifols India Healthcare Private Ltd | India | Commercial | 99,984 | 0,016 | 100,000 | 1.688 | 632.966 | (87.986) | -- | 86.207 | 632.875 | 599.086 | -- | ||
00A4 | Grifols Canadá, Ltd. | Canada | Industrial | -- | 100,000 | 100,000 | 6 | 26.211.626 | (642.204) | -- | 2.720.951 | 28.290.380 | 0 | -- | ||
00A5 | Grifols Diagnostics Equipment Taiwan Limited | Taiwan | Commercial | 100,000 | -- | 100,000 | 181.343 | 528.906 | 78.250 | -- | 149.045 | 937.544 | 181.060 | -- | ||
00A6 | Grifols Innovation and New Technologies Lim | Ireland | Research | -- | 100,000 | 100,000 | 1 | 52.480.587 | (3.089.243) | -- | (32.956.028) | 16.435.317 | 0 | -- | ||
00A7 | AlbaJuna Therapeutics, S.L | Spain | Research | -- | 49,000 | 30,000 | 7.143 | 4.772.716 | -- | -- | (948.248) | 3.831.612 | 0 | -- | ||
00A8 | Interstate Blood Bank, Inc. | United States | Industrial | -- | 100,000 | 49,190 | 103.496 | 21.668.847 | (2.279.776) | -- | 223.085 | 19.715.652 | 0 | -- | ||
00B1 | Singulex, Inc. | United States | Research | -- | 19,330 | -- | -- | -- | -- | -- | -- | -- | 0 | -- | ||
00B2 | PBS Acquisition Corp. | United States | Industrial | -- | 100,000 | 100,000 | (196.180) | (258.983) | 455.163 | -- | -- | (0) | 0 | -- | ||
00B4 | Chiquito Acquisition Corp. | United States | Corporate | -- | 100,000 | 100,000 | 0 | 49.643.573 | (2.474.265) | -- | 2.726.825 | 49.896.134 | 0 | -- | ||
00B5 | Access Biologicals, LLC. and Subsidiaries. | United States | Industrial | -- | 49,000 | 49,000 | -- | -- | -- | -- | -- | -- | 0 | -- | ||
00B7 | Aigües Minerals Vilajuïga | Spain | Industrial | 99,990 | 0,010 | 100,000 | 75.000 | 1.433.959 | -- | -- | (1.526.377) | (17.419) | 38.255 | -- | ||
00B8 | GigaGen Inc. | United States | Industrial | -- | 43,960 | 43,960 | 1.195 | 18.924.755 | -- | -- | 1.955.767 | 20.881.717 | 0 | -- | ||
00B9 | Plasmavita Healthcare GmbH | Germany | Industrial | -- | 50,000 | 50,000 | (25.000) | 3.724.939 | -- | -- | (2.436.344) | 1.263.596 | 0 | -- | ||
00C1 | Goetech LLC (D/B/A Medkeeper) | United States | Industrial | -- | 54,760 | 54,760 | -- | 44.130.530 | 4.717.226 | -- | 429.368 | 49.277.123 | 0 | -- | ||
00C2 | Haema AG | Germany | Industrial | -- | -- | -- | 15.000.000 | 33.015.951 | (989) | -- | 4.037.888 | 52.052.851 | 0 | -- | ||
00C3 | Biotest Pharma Corp | United States | Industrial | -- | -- | -- | (3.130.842) | 96.741.911 | 1.909.947 | -- | 31.755.465 | 127.276.481 | 0 | -- | ||
00C4 | Biotest US Corporation | United States | Services | -- | -- | -- | 87.077.673 | 97.007.293 | 4.247.484 | -- | -- | 188.332.450 | 0 | -- | ||
00C5 | Mecwins, S.A. | Spain | Industrial | -- | 24,990 | 24,990 | 126.000 | 4.672.745 | 85.581 | -- | (501.809) | 4.382.516 | 0 | -- | ||
00C7 | Medcom, S.A. | Spain | Research | -- | 45,000 | 45,000 | 122.449 | 6.704.139 | -- | -- | (1.438.585) | 5.388.004 | ||||
This appendix forms an integral part of note 12 to the annual accounts, in conjunction with which it should be read. | ||||||||||||||||
2.400.917.023 | 953.825.031 |
Appendix I 2 of 2
GRIFOLS, S.A.
Information on Group Companies, Associates and others
31 December 2018
(Expressed in Euros)
(Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)
% ownership | Carrying amount of | ||||||||||||||||||
Name | Registered office | Activity | Dir | Ind | Total | Share capital | Reserves | Other equity items | Interim dividend | Profit/(loss) for the year | Total equity | investment | Dividends received in 2018 | ||||||
0016 | Alkahest, Inc. | United States | Research | -- | 47,580 | 47,580 | 5.930 | 14.909.323 | (3.404.707) | 11.510.547 | -- | -- | |||||||
0017 | Kiro Grifols S.L | Spain | Research | 90,000 | -- | 90,000 | 4.000.000 | (2.890.375) | -- | -- | (4.629.751) | (3.520.127) | 29.953.050 | -- | |||||
(formerly Kiro Robotics S.L.) | |||||||||||||||||||
0019 | Aradigm Corporation | United States | Research | -- | 35,130 | 35,130 | 386.599.127 | (382.898.690) | -- | -- | (14.425.328) | (10.724.891) | -- | -- | |||||
0021 | VCN Biosciences, S.L. | Spain | Research | -- | 81,340 | 81,340 | 152.421 | 2.104.642 | -- | -- | (1.505.640) | 751.423 | -- | -- | |||||
0029 | Progenika Biopharma, S.A. | Spain | Industrial | 99,998 | 0 | 99,998 | 615.374 | 15.373.147 | -- | -- | 691.283 | 16.679.803 | 67.724.547 | -- | |||||
0030 | Asociación I+D Progenika | Spain | Industrial | -- | 99,998 | 99,998 | 196.000 | 25.636 | -- | -- | 6.724 | 228.361 | -- | -- | |||||
0032 | Instituto Grifols, S.A. | Spain | Industrial | 99,998 | 0,002 | 100,000 | 1.537.989 | 16.497.121 | 717.803 | (156.000.000) | 169.165.043 | 31.917.956 | 2.255.793 | 296.024.581 | |||||
0033 | Diagnostic Grifols,s.A. | Spain | Industrial | -- | 100,000 | 100,000 | 336.560 | 42.417.027 | 106.659 | -- | 4.959.830 | 47.820.075 | -- | -- | |||||
0034 | Grifols Movaco,S.A. | Spain | Commercial | 99,999 | 0,001 | 100,000 | 2.404.601 | 2.242.284 | 180.711 | -- | 1.395.502 | 6.223.098 | 4.085.334 | -- | |||||
0037 | Laboratorios Grifols,S.A. | Spain | Industrial | 99,999 | 0,001 | 100,000 | 21.798.360 | 5.769.578 | 267.750 | -- | (9.169.101) | 18.666.588 | 83.066.117 | -- | |||||
0039 | Gripdan Invest, S.L | Spain | Services | 100,000 | -- | 100,000 | 3.006.000 | 1.347.668 | -- | -- | 1.590.454 | 5.944.122 | 24.583.993 | 2.292.790 | |||||
0040 | Biomat,S.A. | Spain | Industrial | 99,900 | 0,100 | 100,000 | 60.110 | 1.640.405 | 95.909 | -- | 761.396 | 2.557.820 | 155.950 | 570.607 | |||||
0041 | Grifols International,S.A. | Spain | Commercial | 99,998 | 0,002 | 100,000 | 2.860.154 | 7.090.864 | 1.882.833 | -- | 12.850.540 | 24.684.390 | 4.555.179 | 11.292.595 | |||||
0042 | Grifols Engineering,S.A. | Spain | Industrial | 99,950 | 0,050 | 100,000 | 60.120 | 745.340 | 51.805 | -- | 908.061 | 1.765.327 | 111.895 | 2.998.500 | |||||
0045 | Grifols Viajes,S.A. | Spain | Services | 99,900 | 0,100 | 100,000 | 60.110 | 868.448 | -- | -- | 23.038 | 951.596 | 60.041 | -- | |||||
0047 | Gri-Cel, S.A. | Spain | Research | 0,001 | 99,999 | 100,000 | 15.060.102 | 20.659.751 | -- | (37.000.000) | 27.476.168 | 26.196.021 | 1 | -- | |||||
0048 | Araclon Biotech, S.L. | Spain | Research | -- | 73,220 | 73,220 | 11.215 | (5.526.789) | -- | -- | (7.510.565) | (13.026.140) | -- | -- | |||||
0050 | Grifols Worldwide Operations USA | United States | Industrial | -- | 100,000 | 100,000 | 1 | 38.010.865 | 2.351.776 | -- | 206.395 | 40.569.037 | -- | -- | |||||
Inc. | |||||||||||||||||||
0051 | Grifols Chile,S.A. | Chile | Commercial | 99,000 | -- | 99,000 | 385.453 | 23.268.736 | (1.878.005) | -- | (481.209) | 21.294.974 | 385.454 | -- | |||||
0052 | Grifols Argentina,S.A. | Argentina | Commercial | 95,010 | 4,990 | 100,000 | 955.675 | 21.347.057 | (18.159.865) | -- | 166.676 | 4.309.544 | 4.502.857 | -- | |||||
0054 | Logística Grifols,S.A. de CV | Mexico | Commercial | 99,990 | 0,010 | 100,000 | 92.279 | 3.510.951 | (514.229) | -- | 203.179 | 3.292.181 | 235.258 | -- | |||||
0055 | Grifols Portugal Productos | Portugal | Commercial | 0,010 | 99,990 | 100,000 | 511.806 | 6.977.271 | -- | -- | 603.392 | 8.092.470 | -- | -- | |||||
Farmacéutiocs e Hospitalares,Lda. | |||||||||||||||||||
0056 | Grifols, s.r.o. | Czech Republic | Commercial | 100,000 | -- | 100,000 | 51.597 | 12.754.775 | 513.215 | -- | 1.092.657 | 14.412.244 | 51.600 | -- | |||||
0057 | Grifols USA, LLC | United States | Commercial | -- | 100,000 | 100,000 | 561.686 | 18.337.686 | (11.642.569) | -- | 92.335.003 | 99.591.806 | -- | -- | |||||
0058 | Grifols UK,Ltd. | United Kingdom | Commercial | 100,000 | -- | 100,000 | 4.285 | 5.028.843 | (833.217) | -- | 331.875 | 4.531.786 | 21.167.620 | -- | |||||
0059 | Grifols Italia,S.p.A. | Italy | Commercial | 100,000 | -- | 100,000 | 2.496.000 | 11.177.307 | -- | -- | 2.467.569 | 16.140.877 | 12.862.540 | -- | |||||
0062 | Grifols Brasil,Lda. | Brazil | Commercial | 100,000 | -- | 100,000 | 46.110.919 | (1.634.032) | (8.382.373) | -- | 197.826 | 36.292.339 | 41.045.148 | -- | |||||
0063 | Grifols France,S.A.R.L. | France | Commercial | 99,990 | 0,010 | 100,000 | 657.734 | 1.898.302 | -- | -- | 745.793 | 3.301.829 | 657.657 | -- | |||||
0065 | Biomat USA,Inc. | United States | Industrial | -- | 100,000 | 100,000 | 0 | 416.196.901 | 20.958.786 | -- | 74.030.619 | 511.186.307 | -- | -- | |||||
Squadron Reinsurance Designated | |||||||||||||||||||
0066 | Activity Company | Ireland | Services | -- | 100,000 | 100,000 | 635.000 | 55.421.545 | (3.906.423) | -- | 6.732.693 | 58.882.815 | -- | ||||||
(formerly Squadron Reinsurance Ltd.) | -- | ||||||||||||||||||
0067 | Grifols Biologicals, LLC. | United States | Industrial | -- | 100,000 | 100,000 | 1 | 128.114.113 | 26.236.952 | -- | 13.733.523 | 168.084.588 | -- | -- | |||||
Grifols Shared Services North | |||||||||||||||||||
0068 | America, Inc. | United States | Services | 100,000 | -- | 100,000 | (1) | 314.256.737 | 318.279.023 | -- | 1.943.404.715 | 2.575.940.473 | -- | ||||||
(formerly Grifols Inc.) | 1.112.596.665 | ||||||||||||||||||
0071 | Grifols Asia Pacific Pte. Ltd. | Singapore | Commercial | 100,000 | -- | 100,000 | 362.387 | 5.898.305 | 859.613 | -- | 2.640.949 | 9.761.254 | 749.709 | -- | |||||
0072 | Grifols (Thailand), Ltd. | Thailand | Commercial | -- | 48,000 | 48,000 | 61.198 | 6.298.780 | 837.005 | -- | 371.717 | 7.568.701 | -- | -- | |||||
0074 | Grifols Malaysia Sdn Bhd | Malaysia | Commercial | -- | 30,000 | 30,000 | 30.283 | 2.086.645 | (104.084) | -- | 465.692 | 2.478.536 | -- | -- | |||||
0075 | Grifols Polska, Sp.z.o.o. | Poland | Commercial | 100,000 | -- | 100,000 | 10.714 | 2.737.178 | 153.979 | -- | (230.082) | 2.671.789 | 10.714 | -- |
Appendix I | ||||||||||||||||
2 of 2 | ||||||||||||||||
0078 | Grifols México,S.A. de CV | Mexico | Commercial | 99,980 | 0,020 | 100,000 | 461.397 | 14.057.296 | (3.024.798) | -- | 1.170.279 | 12.664.174 | 461.224 | -- | ||
0081 | Grifols Australia Pty Ltd | Australia | Industrial | 100,000 | -- | 100,000 | 1.695.072 | 9.248.429 | (2.179.314) | -- | 399.946 | 9.164.134 | 34.974.212 | -- | ||
0084 | Medion Diagnostic Grifols AG | Switzerland | Industrial | -- | 100,000 | 100,000 | 2.487.150 | 1.373.333 | (534.290) | -- | 1.085.202 | 4.411.395 | -- | -- | ||
0085 | Medion Diagnostic GmbH | Germany | Commercial | -- | 100,000 | 100,000 | 1.500.000 | (1.005.873) | -- | -- | -- | 494.127 | -- | -- | ||
0086 | Grifols Colombia, Ltda. | Colombia | Commercial | 99,000 | 1,000 | 100,000 | 822.620 | (174.762) | (212.407) | -- | 403.361 | 838.813 | 575.032 | -- | ||
0087 | Grifols Nordic AB | Sweden | Commercial | 100,000 | -- | 100,000 | 10.392 | 1.756.608 | (191.156) | -- | 606.831 | 2.182.675 | 1.579.452 | -- | ||
0089 | Grifols Deutschland,GmbH | Germany | Commercial | 100,000 | -- | 100,000 | 25.000 | 4.349.883 | (481.969) | (3.000.000) | 6.006.637 | 6.899.551 | 12.736.312 | 7.000.000 | ||
0090 | Grifols Therapeutic LLC. | United States | Industrial | -- | 100,000 | 100,000 | (2.885.734) | 1.021.551.915 | 277.750.750 | -- | 204.664.824 | 1.501.081.755 | -- | -- | ||
0091 | Talecris Plasma Resources Inc. | United States | Industrial | -- | 100,000 | 100,000 | 7 | 41.369.463 | 13.575.445 | -- | 12.633.967 | 67.578.882 | -- | -- | ||
0094 | Grifols Worldwide Operations Limited | Ireland | Industrial | 100,000 | -- | 100,000 | 1 | 874.754.772 | 2.107.588 | (45.018.530) | 59.019.234 | 890.863.065 | 926.044.178 | 81.514.594 | ||
Grifols Pharmaceutical Technology | ||||||||||||||||
0095 | (Shanghai) Co., Ltd. (formerly Grifols | China | Commercial | 100,000 | -- | 100,000 | 1.000.000 | 4.809.708 | (326.421) | -- | 1.596.027 | 7.079.313 | -- | |||
Pharmaceutical Consulting | ||||||||||||||||
(Shanghai) Co., Ltd.) | 1.000.000 | |||||||||||||||
0097 | Grifols Switzerland, AG | Switzerland | Commercial | 100,000 | -- | 100,000 | 81.189 | (242.413) | 342.637 | -- | (3.500) | 177.912 | 169.208 | -- | ||
0096 | Grifols Diagnostics Solutions Inc | United States | Industrial | 100,000 | -- | 100,000 | 37 | 878.603.861 | 24.188.992 | -- | 96.268.649 | 999.061.539 | 880.982.529 | -- | ||
(formerly G-C Diagnostics Corp.) | -- | |||||||||||||||
0098 | Grifols (H.K.), Limited | Hong Kong | Commercial | -- | 100,000 | 100,000 | 37.899.374 | 21.638.440 | 5.397.582 | -- | 4.488.632 | 69.424.028 | -- | -- | ||
0099 | Grifols Japan KK | Japan | Commercial | 100,000 | -- | 100,000 | 354.409 | 572.822 | 100.707 | -- | 86.108 | 1.114.045 | 708.818 | -- | ||
00A1 | Grifols Pharmaceutical Technology | China | Commercial | 100,000 | -- | 100,000 | -- | (3.269.486) | 225.392 | -- | (1.120.512) | (4.164.606) | -- | -- | ||
Co., Ltd. Beijing Branch | ||||||||||||||||
00A2 | Grifols India Healthcare Private Ltd | India | Commercial | 99,990 | 0,010 | 100,000 | 1.688 | 706.450 | (91.170) | -- | (74.450) | 542.518 | 599.086 | -- | ||
00A4 | Grifols Canadá, Ltd. | Canada | Industrial | -- | 100,000 | 100,000 | 6 | 24.473.822 | (1.389.826) | -- | 1.737.805 | 24.821.807 | -- | -- | ||
00A5 | Grifols Diagnostics Equipment Taiwan Limit | Taiwan | Commercial | 100,000 | -- | 100,000 | 181.343 | 425.574 | 39.379 | -- | 103.332 | 749.629 | 181.060 | -- | ||
00A6 | Grifols Innovation and New Technologies Li | Ireland | Research | -- | 100,000 | 100,000 | 1 | 76.558.775 | (4.100.220) | -- | (24.078.187) | 48.380.369 | -- | -- | ||
00A7 | AlbaJuna Therapeutics, S.L | Spain | Research | -- | 30,000 | 30,000 | 7.143 | 6.107.818 | (2.283.349) | 3.831.612 | -- | -- | ||||
00A8 | Interstate Blood Bank, Inc. | United States | Industrial | -- | 49,190 | 49,190 | 83.886 | 7.029.481 | 1.356.371 | -- | 1.859.161 | 10.328.900 | -- | -- | ||
00A9 | Bio Blood Components Inc. | United States | Industrial | -- | 48,972 | 48,972 | 12.052 | 9.468.016 | 686.643 | -- | 2.332.003 | 12.498.714 | -- | -- | ||
00B1 | Singulex, Inc. | United States | Research | -- | 19,330 | 19,330 | 4.169 | (275.653.786) | 48.458 | (275.601.159) | -- | 77.274.335 | ||||
00B2 | PBS Acquisition Corp. | United States | Industrial | -- | 100,000 | 100,000 | (196.179) | 26.435.246 | (300.202) | -- | -- | 25.938.865 | -- | -- | ||
00B3 | Plasma Biological Services, LLC. | United States | Industrial | -- | 48,900 | 48,900 | 7.860 | (7.912.108) | -- | (3.066.334) | 266.286 | (10.704.296) | -- | -- | ||
00B4 | Chiquito Acquisition Corp. | United States | Corporate | -- | 100,000 | 100,000 | 0 | 48.059.553 | (3.386.032) | -- | 1.588.846 | 46.262.367 | -- | -- | ||
00B5 | Access Biologicals, LLC. and Subsidiaries. | United States | Industrial | -- | 49,000 | 49,000 | -- | -- | -- | -- | -- | -- | -- | |||
00B7 | Aigües Minerals Vilajuïga | Spain | Industrial | 99,990 | 0,010 | 100,000 | 75.000 | 36.127 | -- | -- | (1.002.168) | (891.041) | -- | -- | ||
00B8 | GigaGen Inc. | United States | Industrial | -- | 43,960 | 43,960 | 1.172 | 26.640.662 | -- | -- | 789.573 | 27.431.406 | -- | -- | ||
00B9 | Plasmavita Healthcare GmbH | Germany | Industrial | -- | 50,000 | 50,000 | 10.025 | 564.262 | -- | -- | (564.887) | 9.400 | ||||
00C1 | Goetech LLC (D/B/A Medkeeper) | United States | Industrial | -- | 54,760 | 54,760 | -- | 45.562.218 | 3.629.296 | -- | 1.778.263 | 50.969.777 | -- | -- | ||
00C2 | Haema AG | Germany | Industrial | -- | -- | -- | 15.000.000 | 34.058.096 | (989) | -- | (16.122) | 49.040.985 | -- | -- | ||
00C3 | Biotest Pharma Corp | United States | Industrial | -- | -- | -- | 183.148.729 | (120.762.497) | (175) | -- | 31.224.868 | 93.610.925 | -- | -- | ||
00C4 | Biotest US Corporation | United States | Services | -- | -- | -- | 87.077.673 | 97.007.293 | 546.628 | -- | -- | 184.631.594 | -- | -- | ||
00C5 | Mecwins, S.A. | Spain | Industrial | -- | 24,990 | 24,990 | 126.000 | 5.361.642 | 85.581 | -- | (498.996) | 5.074.227 | -- | -- | ||
This appendix forms an integral part of note 12 to the annual accounts, in conjunction with which it should be read | ||||||||||||||||
3.270.828.233 | 478.968.002 |
Appendix II 1 of 2
GRIFOLS, S.A.
Classification of Financial Assets by Category
for the year ended 31 December 2019
(Expressed in Euros)
(Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)
Loans and receivables
Fixed rate loans Variable rate loans Loans, Tax effect Deposits and guarantees Other trade receivables Trade receivables Other receivables
Total
Available for sale financial assets Other financial assets :
Other financial assets (note 12)
Total
Total financial assets
Non-current | Current | ||||
At amortised cost or cost | At amortised cost or cost | ||||
Carrying amount | Fair value | Total | Carrying amount | Fair value | Total |
2,671,600,000 | 2,671,600,000 | 2,671,600,000 | 26,726,239 | 26,726,239 | 26,726,239 |
4,543,903,793 | 4,543,903,793 | 4,543,903,793 | -- | -- | -- |
-- | -- | -- | 20,910,485 | 20,910,485 | 20,910,485 |
1,641,525 | 1,641,525 | 1,641,525 | 4,856 | 4,856 | 4,856 |
-- | -- | -- | 337,758 | 337,758 | 337,758 |
-- | -- | -- | 48,373,076 | 48,373,076 | 48,373,076 |
-- | -- | -- | 178,293 | 178,293 | 178,293 |
7,217,145,318 | 7,217,145,318 | 7,217,145,318 | 96,530,707 | 96,530,707 | 96,530,707 |
1,716,732,745 | 1,716,732,745 | 1,716,732,745 | |||
0 | 0 | 0 | 1,716,732,745 | 1,716,732,745 | 1,716,732,745 |
7,217,145,318 | 7,217,145,318 | 7,217,145,318 | 1,813,263,452 | 1,813,263,452 | 1,813,263,452 |
This appendix forms an integral part of note 14 to the annual accounts, in conjunction with which it should be read.
Appendix II 2 of 2
GRIFOLS, S.A. | ||||||
Classification of Financial Assets by Category | ||||||
for the year ended 31 December 2018 | ||||||
(Expressed in Euros) | ||||||
(Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.) | ||||||
Non-current | Current | |||||
At amortised cost or cost | At amortised cost or cost | |||||
Carrying amount | Fair value | Total | Carrying amount | Fair value | Total | |
Loans and receivables | ||||||
Fixed rate loans | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | 59,955,873 | 59,955,873 | 59,955,873 |
Variable rate loans | 593,426,692 | 593,426,692 | 593,426,692 | -- | -- | -- |
Loans, Tax effect | -- | -- | -- | 31,253,153 | 31,253,153 | 31,253,153 |
Deposits and guarantees | 1,622,650 | 1,622,650 | 1,622,650 | 4,306 | 4,306 | 4,306 |
Other trade receivables | -- | -- | -- | 378,527 | 378,527 | 378,527 |
Trade receivables | -- | -- | -- | 20,401,767 | 20,401,767 | 20,401,767 |
Other receivables | -- | -- | -- | 173,455 | 173,455 | 173,455 |
Total | ||||||
1,595,049,342 | 1,595,049,342 | 1,595,049,342 | 112,167,081 | 112,167,081 | 112,167,081 |
This appendix forms an integral part of note 13 to the annual accounts, in conjunction with which it should be read.
Appendix III 1 of 2
GRIFOLS, S.A.
Details of Reserves and Profit and movement
for the year ended 31 December 2019
(Expressed in Euros)
(Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)
Euros | |||||
Legal and | Differences on | ||||
statutory | translation of | Voluntary | Profit for the | Total | |
reserves | capital to Euros | reserves | year | ||
Balance at 1 January 2019 | 23,920,741 | 3,020 | 514,887,149 | 329,718,263 | 868,529,173 |
Recognised income and expense | -- | -- | -- | 1,630,265,591 | 1,630,265,591 |
Reserves | -- | -- | 91,059,463 | (91,059,463) | -- |
Dividend | -- | -- | -- | (238,658,800) | (238,658,800) |
Other movements | 535,405 | 535,405 | |||
Balance at 31 December 2019 | 23,920,741 | 3,020 | 606,482,017 | 1,630,265,591 | 2,260,671,369 |
This appendix forms an integral part of note 16 to the annual accounts, in conjunction with which it should be read.
Appendix III 2 of 2
GRIFOLS, S.A.
Details of Reserves and Profit and movement
for the year ended 31 December 2018
(Expressed in Euros)
(Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)
Euros | |||||
Legal and | Differences on | ||||
statutory | translation of | Voluntary | Profit for the | Total | |
reserves | capital to Euros | reserves | year | ||
Balance at 1 January 2018 | 23,920,741 | 3,020 | 358,657,857 | 341,327,404 | 723,909,022 |
Recognised income and expense | -- | -- | -- | 329,718,263 | 329,718,263 |
Other movements | -- | -- | 79,982,288 | -- | 79,982,288 |
Reserves | -- | -- | 76,247,004 | (76,247,004) | -- |
Preferred dividend | -- | -- | -- | (2,614,251) | (2,614,251) |
Interim dividend | -- | -- | -- | (122,986,278) | (122,986,278) |
Dividend | -- | -- | -- | (139,479,871) | (139,479,871) |
Balance at 31 December 2018 | 23,920,741 | 3,020 | 514,887,149 | 329,718,263 | 868,529,173 |
This appendix forms an integral part of note 16 to the annual accounts, in conjunction with which it should be read.
Appendix IV 1 of 2
GRIFOLS, S.A.
Details of Financial Liabilities by Category for the year ended 31 December 2019
(Expressed in Euros)
(Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)
Euros | ||||||
Non-current | Current | |||||
Carrying amount | Fair value | Total | Carrying amount | Fair value | Total | |
Debts and payables | ||||||
Bonds and other marketable securities | ||||||
Fixed rate | 2,644,914,563 | 2,755,727,342 | 2,644,914,563 | 3,255,873 | 3,255,873 | 3,255,873 |
Loans with Group companies | ||||||
Fixed rate | -- | -- | 35,285,923 | 35,285,923 | 35,285,923 | |
Variable rate Loans | 4,113,720,823 | 4,113,720,823 | 4,113,720,823 | -- | -- | -- |
Loans and borrowings | ||||||
Fixed rate | 159,375,000 | 159,375,000 | 159,375,000 | -- | -- | -- |
Variable rate | 1,332,451,997 | 1,332,451,997 | 1,332,451,997 | 23,676,514 | 23,676,514 | 23,676,514 |
Finance lease payables | 1,827,205 | 1,827,205 | 1,827,205 | 968,316 | 968,316 | 968,316 |
Other financial liabilities | 1,314,361 | 1,314,361 | 1,314,361 | 17,133,092 | 17,133,092 | 17,133,092 |
Trade and other payables | ||||||
Suppliers | -- | -- | -- | 49,579,887 | 49,579,887 | 49,579,887 |
Suppliers, Group companies | -- | -- | -- | 51,028,984 | 51,028,984 | 51,028,984 |
Other payables | -- | -- | -- | 11,108,123 | 11,108,123 | 11,108,123 |
Total financial liabilities | 8,253,603,949 | 8,364,416,728 | 8,253,603,949 | 192,036,712 | 192,036,712 | 192,036,712 |
This appendix forms an integral part of note 18 to the annual accounts, in conjunction with which it should be read.
Appendix IV 2 of 2
GRIFOLS, S.A.
Details of Financial Liabilities by Category for the year ended 31 December 2018
(Expressed in Euros)
(Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)
Euros | ||||||
Non-current | Current | |||||
Carrying amount | Fair value | Total | Carrying amount | Fair value | Total | |
Debts and payables | ||||||
Bonds and other marketable securities | ||||||
Fixed rate | 987,249,676 | 985,480,000 | 987,249,676 | 5,333,333 | 5,333,333 | 5,333,333 |
Loans with Group companies | ||||||
Fixed rate | -- | -- | -- | 39,766,089 | 39,766,089 | 39,766,089 |
Variable rate Loans from group companies | 1,512,716,087 | 1,512,716,087 | 1,512,716,087 | -- | -- | -- |
Loans and borrowings | ||||||
Fixed rate | 170,000,000 | 170,000,000 | 170,000,000 | -- | -- | -- |
Variable rate | 577,069,488 | 577,069,488 | 577,069,488 | 31,296,281 | 31,296,281 | 31,296,281 |
Finance lease payables | 2,496,750 | 2,496,750 | 2,496,750 | 1,119,117 | 1,119,117 | 1,119,117 |
Other financial liabilities | 2,878,928 | 2,878,928 | 2,878,928 | 2,051,356 | 2,051,356 | 2,051,356 |
Trade and other payables | -- | -- | -- | -- | ||
Suppliers | -- | -- | -- | 42,530,365 | 42,530,365 | 42,530,365 |
Suppliers, Group companies | -- | -- | -- | 8,032,244 | 8,032,244 | 8,032,244 |
Other payables | -- | -- | -- | 10,100,816 | 10,100,816 | 10,100,816 |
Total financial liabilities | 3,252,410,929 | 3,250,641,253 | 3,252,410,929 | 140,229,601 | 140,229,601 | 140,229,601 |
This appendix forms an integral part of note 18 to the annual accounts, in conjunction with which it should be read.
Appendix V 1 of 2
GRIFOLS, S.A.
Classification of Financial Liabilities by Maturity
for the year ended 31 December 2019
(Expressed in Euros)
(Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)
Euros | |||||||
2019 | |||||||
Total | |||||||
2020 | 2021 | 2022 | 2023 | Subsequent years | Less current portion | Non Current | |
Payables | |||||||
Bonds and other marketable securities | 3,255,873 | -- | -- | -- | 2,644,914,563 | (3,255,873) | 2,644,914,563 |
Loans and borrowings | 23,676,514 | 33,357,157 | 33,400,868 | 33,445,008 | 1,391,623,964 | (23,676,514) | 1,491,826,997 |
Finance lease payables | 968,316 | 949,285 | 577,504 | 300,416 | -- | (968,317) | 1,827,204 |
Other financial liabilities | 17,133,092 | 884,616 | 429,744 | -- | -- | (17,133,092) | 1,314,360 |
Group companies and associates | 35,285,923 | -- | -- | -- | 4,113,720,823 | (35,285,923) | 4,113,720,823 |
Trade and other payables | -- | -- | -- | -- | |||
Suppliers | 44,701,736 | (44,701,736) | -- | ||||
Suppliers, Group companies | 51,028,984 | -- | -- | -- | -- | (51,028,984) | -- |
Suppliers, related parties | 4,878,151 | -- | -- | -- | -- | (4,878,151) | -- |
Personnel | 11,108,123 | -- | -- | -- | -- | (11,108,123) | -- |
Total financial liabilities | 192,036,712 | 35,191,058 | 34,408,116 | 33,745,424 | 8,150,259,350 | (192,036,713) | 8,253,603,947 |
This appendix forms an integral part of note 19 to the annual accounts, in conjunction with which it should be read.
Appendix V 2 of 2
GRIFOLS, S.A.
Classification of Financial Liabilities by Maturity
for the year ended 31 December 2018
(Expressed in Euros)
(Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)
Euros | |||||||
2018 | |||||||
Total | |||||||
2019 | 2020 | 2021 | 2022 | Subsequent years | Less current portion | Non current | |
Payables | |||||||
Bonds and other marketable securities | 5,333,333 | -- | -- | -- | 987,249,676 | (5,333,333) | 987,249,676 |
Loans and borrowings | 31,296,281 | 70,609,426 | 81,071,323 | 362,641,833 | 232,746,906 | (31,296,281) | 747,069,488 |
Finance lease payables | 1,119,117 | 890,374 | 862,194 | 493,799 | 250,383 | (1,119,117) | 2,496,750 |
Other financial liabilities | 2,051,356 | 1,610,520 | 838,664 | 429,744 | -- | (2,051,356) | 2,878,928 |
Group companies and associates | 39,766,089 | -- | -- | -- | 1,512,716,084 | (39,766,089) | 1,512,716,084 |
Trade and other payables | -- | -- | -- | -- | |||
Suppliers | 34,924,182 | (34,924,182) | -- | ||||
Suppliers, Group companies | 8,032,244 | -- | -- | -- | -- | (8,032,244) | -- |
Suppliers, related parties | 7,606,181 | -- | -- | -- | -- | (7,606,181) | -- |
Personnel | 10,100,817 | -- | -- | -- | -- | (10,100,817) | -- |
Total financial liabilities | 140,229,600 | 73,110,320 | 82,772,181 | 363,565,376 | 2,732,963,049 | (140,229,600) | 3,252,410,926 |
This appendix forms an integral part of note 19 to the annual accounts, in conjunction with which it should be read.
Appendix VI 1 of 2
GRIFOLS, S.A.
Main characteristics of payables for the year ended 31 December 2019
(Expressed in Euros)
(Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)
Euros | |||||||
Loan | Currency | Interest rate | Grant date | Maturity | Amount received | Book Value | |
Current | Non-current | ||||||
Group | |||||||
4,3271% (Group senior debt | |||||||
Cash pooling (note 19) | EUR | interest rate + 0,75%) | 2027 | -- | -- | 4,113,720,823 | |
4,113,720,823 | |||||||
Unrelated parties | |||||||
Senior Unsecured Notes | EUR | 3.20% | 26/04/2017 | 26/04/2025 | 1,000,000,000 | 995,425,552 | |
Senior Secured Notes | EUR | 2.25% | 15/11/2019 | 15/11/2027 | 770,000,000 | -- | 758,212,423 |
Senior Secured Notes | EUR | 1.63% | 15/11/2019 | 15/02/2025 | 905,000,000 | -- | 891,276,586 |
European Investment Bank | EUR | 2.02% | 22/12/2017 | 22/12/2027 | 85,000,000 | 11,149,039 | 74,375,000 |
European Investment Bank | EUR | 2.15% | 25/09/2018 | 25/09/2028 | 85,000,000 | -- | 85,000,000 |
Tranche B | EUR | 2.25% | 15/11/2019 | 15/11/2027 | 1,360,000,000 | 11,039,590 | 1,328,266,281 |
Bankinter | EUR | 2,25% - 1.93% | 21/11/2014 | 30/09/2024 | 10,000,000 | 1,016,989 | 4,185,716 |
Banco Popular | EUR | 2.00% | 03/03/2015 | 04/03/2020 | -- | 419,891 | -- |
Other | EUR | 2020 | -- | 51,005 | -- | ||
4,215,000,000 | 23,676,514 | 4,136,741,558 | |||||
4,215,000,000 | 23,676,514 | 8,250,462,381 |
This appendix forms an integral part of note 19 to the annual accounts, in conjunction with which it should be read
Appendix VI 2 of 2
GRIFOLS, S.A.
Main characteristics of payables for the year ended 31 December 2018
(Expressed in Euros)
(Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)
Euros | |||||||
Loan | Currency | Interest rate | Grant date | Maturity | Amount received | Book Value | |
Current | Non-current | ||||||
Group | |||||||
5,3685% (Group senior debt | |||||||
Cash pooling (note 19) | EUR | interest rate + 0,75%) | 2024 | -- | -- | 1,512,716,087 | |
Unrelated parties | |||||||
Senior Unsecured Notes | EUR | 3.20% | 26/04/2017 | 26/04/2025 | 1,000,000,000 | -- | 987,249,676 |
Senior Debt. Tranche A | EUR | Euribor + 1,75% | 31/01/2017 | 31/01/2023 | 607,000,000 | 28,118,722 | 571,445,743 |
European Investment Bank | EUR | 2.02% | 22/12/2017 | 22/12/2027 | 85,000,000 | 38,137 | 85,000,000 |
European Investment Bank | EUR | 2.15% | 25/09/2018 | 25/09/2028 | 85,000,000 | 481,136 | 85,000,000 |
Bankinter | EUR | 2,25% (until 2018) | 21/11/2014 | 30/09/2024 | 10,000,000 | 996,185 | 5,203,802 |
Banco Popular | EUR | Euribor + 2,3% | 03/03/2015 | 04/03/2020 | 8,000,000 | 1,662,101 | 419,943 |
1,795,000,000 | 31,296,281 | 1,734,319,164 | |||||
1,795,000,000 | 31,296,281 | 3,247,035,251 |
This appendix forms an integral part of note 19 to the annual accounts, in conjunction with which it should be read
Appendix VII 1 of 2
GRIFOLS, S.A.
Reconciliation between net income and expense for the year
and the tax loss for the year ended 31 December 2019
(Expressed in Euros)
(Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)
Euros | |||||||
Income statement | Income and expense recognised in equity | ||||||
Increases | Decreases | Net | Increases | Decreases | Net | Total | |
Income and expenses for the period | 1,630,265,591 | 14,289 | 1,630,279,880 | ||||
Income tax | (46,232,081) | (3,572) | (46,235,653) | ||||
Income tax, prior years | (479,350) | -- | (479,350) | ||||
Profit before income tax | 1,583,554,161 | 10,717 | 1,583,564,878 | ||||
Permanent differences | |||||||
Individual company | 10,092,616 | 1,719,415,835 | (1,709,323,219) | -- | -- | -- | (1,709,323,219) |
Tax consolidation adjustments | 2,361,745 | 42,665,900 | (40,304,155) | -- | -- | -- | (40,304,155) |
Temporary differences | |||||||
Individual company | |||||||
Unrecognised temporary differences (assets) | |||||||
originating in current year | -- | 2,247,452 | (2,247,452) | -- | -- | -- | (2,247,452) |
originating in prior years | 981,548 | 1,769,420 | (787,872) | -- | -- | -- | (787,872) |
Tax loss | |||||||
(169,108,537) | 10,717 | (169,097,820) | |||||
This appendix forms an integral part of note 21 to the annual accounts, in conjunction with which it should be read
Appendix VII 2 of 2
GRIFOLS, S.A.
Reconciliation between net income and expense for the year
and the tax loss for the year ended 31 December 2018
(Expressed in Euros)
(Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)
Euros | |||||||
Income statement | Income and expense recognised in equity | ||||||
Increases | Decreases | Net | Increases | Decreases | Net | Total | |
Income and expenses for the period | 329,718,263 | -- | 14,289 | 329,732,552 | |||
Income tax | (43,254,163) | -- | (3,573) | (43,257,736) | |||
Income tax, prior years | 286,744 | -- | 286,744 | ||||
Profit before income tax | 286,750,844 | -- | 10,716 | 286,761,560 | |||
Permanent differences | |||||||
Individual company | 13,207,303 | 165,788,929 | (152,581,626) | -- | -- | -- | (152,581,626) |
Tax consolidation adjustments | 22,093,101 | 313,179,076 | (291,085,975) | -- | -- | -- | (291,085,975) |
Temporary differences | |||||||
Individual company | |||||||
Unrecognised temporary differences (assets) | |||||||
originating in current year | 2,541,435 | 42,390 | 2,499,045 | -- | -- | -- | 2,499,045 |
originating in prior years | 1,534,566 | 3,650,273 | (2,115,707) | -- | -- | -- | (2,115,707) |
Tax loss | |||||||
(156,533,419) | -- | -- | 10,716 | (156,522,703) | |||
This appendix forms an integral part of note 21 to the annual accounts, in conjunction with which it should be read
Appendix VIII 1 of 2
GRIFOLS, S.A.
Details of income tax expense/(tax income) related to profit/(loss)
for the year ended 31 December 2019
(Expressed in Euros)
(Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)
Euros | ||
Profit and loss | Total | |
Income and expenses for the period before tax | 1.583.554.161 | 1.583.554.161 |
Tax at 25% | 395.888.540 | 395.888.540 |
Non-taxable income | ||
Dividends, double taxation (exemption) | (227.789.783) | (227.789.783) |
Dividends from group companies | (10.666.475) | (10.666.475) |
Other non-taxable income | (201.912.895) | (201.912.895) |
Non-deductible expenses | ||
Donations | 2.523.113 | 2.523.113 |
Sanctions and fines | 41 | 41 |
Non-deductible expenses | (121.027) | (121.027) |
Deductions and credits for the current year | (4.713.328) | (4.713.328) |
Provision of financial fixed assets | 559.733 | 559.733 |
Prior years' adjustments | (479.349) | (479.349) |
Taxable income/(tax loss) | ||
(46.711.430) | (46.711.430) | |
This appendix forms an integral part of note 21 to the annual accounts, in conjunction with which it should be read
Appendix VIII 2 of 2
GRIFOLS, S.A.
Details of income tax expense/(tax income) related to profit/(loss)
for the year ended 31 December 2018
(Expressed in Euros)
(Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)
Euros
Profit and loss | Total |
Income and expenses for the period before tax
Tax at 25%
Non-taxable income
Dividends, double taxation (exemption) Dividends from group companies
Non-deductible expenses
Donations
Sanctions and fines
Deductions and credits for the current year Provision of financial fixed assets
Non recognized tax credits on prior years Prior years' adjustments
Taxable income/(tax loss)
286.750.844 | 286.750.844 |
71.687.711 | 71.687.711 |
(22.128.648) | (22.128.648) |
(97.613.353) | (97.613.353) |
2.172.848 | 2.172.848 |
161 | 161 |
(4.187.460) | (4.187.460) |
6.652.092 | |
6.652.092 | 6.652.092 |
449.230 | 449.230 |
(42.967.419) | (42.967.419) |
This appendix forms an integral part of note 21 to the annual accounts, in conjunction with which it should be read
Appendix IX 1 of 2
GRIFOLS, S.A.
Related Party Balances
for the year ended 31 December 2019 (Expressed in Euros)
(Free translation from the original in Spanish, In the event of discrepancy, the Spanish-language version prevails,)
Euros | |||||
Group | Directors | Other related | |||
companies | Associates | parties | Total | ||
Non-current investments in Group companies | |||||
Loans to companies | 7,215,503,793 | -- | -- | -- | 7,215,503,793 |
Deposits and guarantees | 558,618 | -- | -- | 831,996 | 1,390,614 |
Total non-current assets | |||||
7,216,062,411 | -- | -- | 831,996 | 7,216,894,407 | |
Trade and other receivables (note 14) | |||||
Trade receivables - current | 45,736,628 | -- | -- | -- | 45,736,628 |
Current investments in Group companies and | |||||
associates | |||||
Loans to companies | 47,636,724 | -- | -- | 47,636,724 | |
Total current assets | |||||
93,373,352 | -- | -- | -- | 93,373,352 | |
Total assets | 7,309,435,763 | -- | -- | 831,996 | 7,310,267,759 |
Non-current payables to Group companies | 4,113,720,823 | -- | -- | -- | 4,113,720,823 |
Total non-current liabilities | |||||
4,113,720,823 | -- | -- | -- | 4,113,720,823 | |
Current payables to Group companies and | |||||
associates | 35,285,923 | -- | -- | -- | 35,285,923 |
Trade and other payables (note 21) | -- | ||||
Suppliers | -- | -- | -- | 4,699,977 | 4,699,977 |
Suppliers, Group companies and associates | 51,028,984 | -- | -- | -- | 51,028,984 |
Total current liabilities | |||||
86,314,907 | -- | 0 | 4,699,977 | 91,014,884 | |
Total liabilities | 4,200,035,730 | -- | 0 | 4,699,977 | 4,204,735,707 |
This appendix forms an integral part of note 23 to the annual accounts, in conjunction with which it should be read.
Appendix IX 2 of 2
GRIFOLS, S.A.
Related Party Balances
for the year ended 31 December 2018 (Expressed in Euros)
(Free translation from the original in Spanish, In the event of discrepancy, the Spanish-language version prevails,)
Euros | |||||
Group | Directors | Other related | |||
companies | Associates | parties | Total | ||
Non-current investments in Group companies | |||||
Loans to companies | 1,593,426,692 | -- | -- | -- | 1,593,426,692 |
Deposits and guarantees | 614,313 | -- | -- | 831,996 | 1,446,309 |
Total non-current assets | |||||
1,594,041,005 | -- | -- | 831,996 | 1,594,873,001 | |
Trade and other receivables | |||||
Trade receivables - current | 19,526,804 | -- | -- | -- | 19,526,804 |
Current investments in Group companies and | |||||
associates | |||||
Loans to companies | 91,209,026 | -- | -- | 91,209,026 | |
Total current assets | |||||
110,735,830 | -- | -- | -- | 110,735,830 | |
Total assets | 1,704,776,835 | -- | -- | 831,996 | 1,705,608,831 |
Non-current payables to Group companies | 1,512,716,087 | -- | -- | -- | 1,512,716,087 |
Total non-current liabilities | |||||
1,512,716,087 | -- | -- | -- | 1,512,716,087 | |
Current payables to Group companies and | |||||
associates | 39,766,089 | -- | -- | -- | 39,766,089 |
Trade and other payables | -- | ||||
Suppliers | -- | -- | 7,531,508 | 7,531,508 | |
Suppliers, Group companies and associates | 8,032,244 | -- | -- | -- | 8,032,244 |
Total current liabilities | |||||
47,798,333 | -- | -- | 7,531,508 | 55,329,841 | |
Total liabilities | 1,560,514,420 | -- | -- | 7,531,508 | 1,568,045,928 |
This appendix forms an integral part of note 23 to the annual accounts, in conjunction with which it should be read.
Appendix X (1 of 2)
GRIFOLS, S.A.
Related Party Transactions
for the year ended 31 December 2019
(Expressed in Euros)
(Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)
Euros | |||||
Group | Key management | Other related | |||
companies | personnel | Directors | parties | Total | |
Income | |||||
Net Sales | |||||
Licencing income | 21,404,970 | -- | -- | -- | 21,404,970 |
Other services rendered | 114,175,700 | -- | -- | -- | 114,175,700 |
Finance income | 72,454,130 | -- | -- | -- | 72,454,130 |
Dividends | 953,825,030 | -- | -- | -- | 953,825,030 |
Total income | |||||
1,161,859,830 | -- | -- | -- | 1,161,859,830 | |
Expenses | |||||
Net Purchase | |||||
Operating lease expenses | 3,758,500 | -- | -- | 7,104,329 | 10,862,829 |
Contributions to foundations | -- | -- | -- | -- | 0 |
Other services received | 12,297,704 | -- | 219,614 | 5,585,790 | 18,103,108 |
Remunerations | -- | 6,828,337 | 5,517,139 | -- | 12,345,476 |
Financial instruments | |||||
Finance costs | 100,006,175 | -- | -- | -- | 100,006,175 |
Total expenses | |||||
116,062,379 | 6,828,337 | 5,736,753 | 12,690,119 | 141,317,588 | |
Investments | |||||
Cost of assets acquired | |||||
Buildings and other installations | 694,202 | -- | -- | -- | 694,202 |
Income of assets acquired | |||||
Buildings and other installations | -- | -- | -- | ||
Total investments | |||||
694,202 | -- | -- | -- | 694,202 |
This appendix forms an integral part of note 23 to the annual accounts, in conjunction with which it should be read.
Appendix X (2 of 2)
GRIFOLS, S.A.
Related Party Transactions
for the year ended 31 December 2018
(Expressed in Euros)
(Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)
Euros | |||||
Group | Key management | Directors | Other related | Total | |
companies | personnel | parties | |||
Income | |||||
Net Sales | |||||
Licencing income | 16,626,213 | -- | -- | -- | 16,626,213 |
Other services rendered | 99,571,018 | -- | -- | -- | 99,571,018 |
Finance income | 52,115,757 | -- | -- | -- | 52,115,757 |
Dividends | 478,968,005 | -- | -- | -- | 478,968,005 |
Total income | |||||
647,280,993 | -- | -- | -- | 647,280,993 | |
Expenses | |||||
Net Purchase | |||||
Operating lease expenses | 3,707,540 | -- | -- | 5,468,710 | 9,176,250 |
Contributions to foundations | -- | -- | -- | 4,282,050 | 4,282,050 |
Other services received | 11,604,755 | -- | 2,535,000 | 844,364 | 14,984,119 |
Personnel expenses | |||||
Compensation | -- | 6,565,512 | 3,240,246 | -- | 9,805,758 |
Financial Instruments | |||||
Finance costs | 86,972,977 | -- | -- | -- | 86,972,977 |
Total expenses | |||||
102,285,272 | 6,565,512 | 5,775,246 | 10,595,124 | 125,221,154 | |
Investments | |||||
Cost of assets acquired | |||||
Buildings and other installations | 348,621 | -- | -- | -- | 348,621 |
Income of assets acquired | |||||
Buildings and other installations | (177,604) | -- | -- | -- | (177,604) |
Total investments | |||||
171,017 | -- | -- | -- | 171,017 |
This appendix forms an integral part of note 23 to the annual accounts, in conjunction with which it should be read.
Appendix XI (1 of 2)
GRIFOLS, S.A.
Details of Revenues by Category of Activity and Geographical Market for the years ended
31 December 2019 and 2018 (Expressed in Euros)
(Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.) | ||||||||||
Euros | ||||||||||
Domestic | Rest of European Union | United States | Rest of the world | Total | ||||||
2019 | 2018 | 2019 | 2018 | 2019 | 2018 | 2019 | 2018 | 2019 | 2018 | |
Revenue from the rendering of services | 49,972,811 | 57,700,659 | 26,175,034 | 17,829,911 | 36,182,605 | 22,132,062 | 1,845,250 | 1,908,386 | 114,175,699 | 99,571,018 |
Licencing income | 21,404,970 | 16,626,213 | -- | -- | -- | -- | -- | -- | 21,404,971 | 16,626,213 |
Dividends | 42,665,900 | 390,453,411 | 79,284,068 | 88,514,594 | 831,875,062 | -- | -- | -- | 953,825,030 | 478,968,005 |
Finance income | 1,043,203 | 4,940,904 | 71,346,400 | 47,177,975 | -- | -- | 64,527.000 | -- | 72,454,130 | 52,118,879 |
Profit on disposal of investments in group | ||||||||||
companies | 807,651,582 | -- | -- | -- | -- | -- | -- | 807,651,582 | 0 | |
922,738,466 | 469,721,187 | 176,805,502 | 153,522,480 | 868,057,667 | 22,132,062 | 1,909,777 | 1,908,386 | 1,969,511,412 | 647,284,115 | |
This appendix forms an integral part of note 24 to the annual accounts, in conjunction with which it should be read.
GRIFOLS, S.A.
(Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
At their meeting held on 21 February 2020, pursuant to the requirements of article 253.2 pf the Revised Spanish Companies Act and article 37 of the Spanish Code of commerce, the Directors of Grifols, S.A. authorised for issue the annual accounts and directors' report for the period from 1 January 2019 to 31 December 2019. The annual accounts comprise the documents that precede this certification.
Victor Grifols Roura | Raimon Grifols Roura | Víctor Grifols Deu | ||||
(signed) | (signed) | (signed) | ||||
Chairman - Board | Chief Executive Officer | Chief Executive Officer | ||||
Member |
Carina Szpilka Lázaro | Tomás Dagà Gelabert | Thomas Glanzmann | ||
(signed) | (signed) | (signed) | ||
Board member | Board member | Vice-Chairman |
Iñigo Sánchez-Asiaín | Enriqueta Felip Font | Luis Isasi Fernández de | ||
Mardones | Bobadilla | |||
(signed) | (signed) | (signed) | ||
Board member | Board member | Board member |
Steven F. Mayer | Belen Villalonga | Marla E. Salmon | ||
Morenés | ||||
(signed) | (signed) | (signed) | ||
Board member | Board member | Board member |
Ramón Riera Roca | Nuria Martín Barnés | |
(signed) | (signed) | |
Board Member | Secretary to the Board |
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Grifols SA published this content on 27 February 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 February 2020 15:36:04 UTC