REPORT ON FORM 6-K
Attached is an English translation of the Financial Statements for the three month periods ended on September 30, 2015 and on June 30, 2015 filed by the Company with the Comisión Nacional de Valores and the Bolsa de Comercio de Buenos Aires:
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria
Unaudited Condensed Interim Consolidated Financial Statements as of September 30, 2015 and June 30, 2015 and for the three-month periods ended September 30, 2015 and 2014
Legal Information
Denomination: Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria
Fiscal year N°: 83, beginning on July 1, 2015
Legal address: Moreno 877, 23rd floor – Autonomous City of Buenos Aires, Argentina
Company activity: Real state, agricultural, commercial and financial activities
Date of registration of the by-laws in the Public Registry of Commerce: February 19, 1937
Date of registration of last amendment of the by-laws in the Public Registry of Commerce: February 25, 2013
Expiration of Company charter: June 6, 2082
Common Stock subscribed, issued and paid up: 501,642,804 common shares.
Majority shareholder’s: Inversiones Financieras del Sur S.A.
Legal address: Road 8, km 17,500, Zonamérica Building 1, store 106, Montevideo, Uruguay
Parent company Activity: Investment
Capital stock: 187,651,850 common shares
Type of stock |
CAPITAL STATUS | |
Authorized to be offered publicly (Shares) |
Subscribed, Issued and Paid-in (Ps.) | |
Ordinary certified shares of Ps. 1 face value and 1 vote each |
501,642,804 |
501,642,804 |
1
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Unaudited Condensed Interim Consolidated Statements of Financial Position
as of September 30, 2015 and June 30, 2015
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
|
Note |
09.30.15 |
|
06.30.15 |
ASSETS |
|
|
|
|
Non-current assets |
|
|
|
|
Investment properties |
10 |
3,435,699 |
|
3,474,959 |
Property, plant and equipment |
11 |
1,826,815 |
|
1,977,195 |
Trading properties |
12 |
123,624 |
|
129,654 |
Intangible assets |
13 |
171,530 |
|
175,763 |
Biological assets |
14 |
416,645 |
|
458,879 |
Investments in associates and joint ventures |
8, 9 |
2,992,144 |
|
3,394,288 |
Deferred income tax assets |
26 |
687,918 |
|
652,186 |
Income tax credit |
|
160,605 |
|
160,457 |
Restricted assets |
17 |
3,621 |
|
4,301 |
Trade and other receivables |
18 |
419,617 |
|
426,777 |
Investment in financial assets |
19 |
505,416 |
|
622,845 |
Derivative financial instruments |
20 |
323,637 |
|
207,602 |
Total non-current assets |
|
11,067,271 |
|
11,684,906 |
Current Assets |
|
|
|
|
Trading properties |
12 |
4,088 |
|
3,300 |
Biological assets |
14 |
113,809 |
|
119,998 |
Inventories |
15 |
467,505 |
|
511,350 |
Restricted assets |
17 |
119,238 |
|
607,021 |
Income tax credit |
|
27,632 |
|
30,749 |
Trade and other receivables |
18 |
1,850,872 |
|
1,772,373 |
Investment in financial assets |
19 |
1,006,926 |
|
504,102 |
Derivative financial instruments |
20 |
46,312 |
|
29,554 |
Cash and cash equivalents |
21 |
1,033,415 |
|
633,693 |
Total current assets |
|
4,669,797 |
|
4,212,140 |
TOTAL ASSETS |
|
15,737,068 |
|
15,897,046 |
SHAREHOLDERS’ EQUITY |
|
|
|
|
Capital and reserves attributable to equity holders of the parent |
|
|
|
|
Share capital |
|
495,015 |
|
494,777 |
Treasury stock |
|
6,628 |
|
6,866 |
Inflation adjustment of share capital |
|
64,561 |
|
64,530 |
Inflation adjustment of treasury stock |
|
864 |
|
895 |
Share premium |
|
659,464 |
|
659,464 |
Additional Paid-in Capital from Treasury Stock |
|
14,952 |
|
12,678 |
Cost of treasury stock |
|
(32,198) |
|
(32,198) |
Changes in non-controlling interest |
|
48,668 |
|
53,806 |
Cumulative translation adjustment |
|
350,151 |
|
463,297 |
Equity-settled compensation |
|
83,719 |
|
81,988 |
Reserve for the acquisition of securities issued by the company |
|
32,198 |
|
32,198 |
Retained earnings |
|
(173,928) |
|
117,559 |
Equity attributable to equity holders of the parent |
|
1,550,094 |
|
1,955,860 |
Non-controlling interest |
|
2,258,916 |
|
2,558,906 |
TOTAL SHAREHOLDERS’ EQUITY |
|
3,809,010 |
|
4,514,766 |
The accompanying notes are an integral part of these Unaudited Condensed Interim Consolidated Financial Statements.
Fernando A. Elsztain Director Acting as President |
2
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Unaudited Condensed Interim Consolidated Statements of Financial Position
as of September 30, 2015 and June 30, 2015 (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
|
Note |
09.30.15 |
|
06.30.15 |
LIABILITIES |
|
|
|
|
Non-current liabilities |
|
|
|
|
Trade and other payables |
22 |
269,791 |
|
264,054 |
Income tax liabilities |
|
59,896 |
|
- |
Borrowings |
25 |
6,626,706 |
|
5,832,973 |
Deferred income tax liabilities |
26 |
195,312 |
|
150,691 |
Derivative financial instruments |
20 |
264,098 |
|
268,862 |
Payroll and social security liabilities |
23 |
5,374 |
|
5,539 |
Provisions |
24 |
410,483 |
|
386,948 |
Total non-current liabilities |
|
7,831,660 |
|
6,909,067 |
Current liabilities |
|
|
|
|
Trade and other payables |
22 |
1,292,834 |
|
1,306,835 |
Income tax liabilities |
|
78,853 |
|
142,361 |
Payroll and social security liabilities |
23 |
160,733 |
|
230,400 |
Borrowings |
25 |
2,247,408 |
|
2,476,886 |
Derivative financial instruments |
20 |
261,152 |
|
261,760 |
Provisions |
24 |
55,418 |
|
54,971 |
Total current liabilities |
|
4,096,398 |
|
4,473,213 |
TOTAL LIABILITIES |
|
11,928,058 |
|
11,382,280 |
TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES |
|
15,737,068 |
|
15,897,046 |
The accompanying notes are an integral part of these Unaudited Condensed Interim Consolidated Financial Statements.
Fernando A. Elsztain Director Acting as President |
3
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Unaudited Condensed Interim Consolidated Statements of Income
for the three-month periods beginning on July 1, 2015 and 2014 and ended September 30, 2015 and 2014
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
|
Note |
09.30.15 |
|
09.30.14 |
Revenues |
28 |
1,624,361 |
|
1,523,484 |
Costs |
29 |
(1,194,591) |
|
(1,243,223) |
Initial recognition and changes in the fair value of biological assets and agricultural produce at the point of harvest |
|
196,625 |
|
282,227 |
Changes in the net realizable value of agricultural produce after harvest |
|
(8,933) |
|
(22,021) |
Gross profit |
|
617,462 |
|
540,467 |
Gain from disposal of investment properties (Note 4) |
|
383,585 |
|
316,767 |
General and administrative expenses |
30 |
(194,458) |
|
(139,351) |
Selling expenses |
30 |
(146,516) |
|
(122,554) |
Other operating results, net |
32 |
10,709 |
|
964 |
Profit from operations |
|
670,782 |
|
596,293 |
Share of loss of associates and joint ventures |
8, 9 |
(496,669) |
|
(102,728) |
Profit from operations before financing and taxation |
|
174,113 |
|
493,565 |
Finance income |
33 |
91,441 |
|
55,418 |
Finance cost |
33 |
(516,535) |
|
(497,685) |
Other financial results |
33 |
(21,772) |
|
101,449 |
Financial results, net |
33 |
(446,866) |
|
(340,818) |
(Loss) / Profit before income tax |
|
(272,753) |
|
152,747 |
Income tax expense |
26 |
(89,007) |
|
(131,082) |
(Loss) / Profit for the period |
|
(361,760) |
|
21,665 |
|
|
|
|
|
Attributable to: |
|
|
|
|
Equity holders of the parent |
|
(292,151) |
|
(122,005) |
Non-controlling interest |
|
(69,609) |
|
143,670 |
|
|
|
|
|
Loss per share attributable to equity holders of the parent during the period: |
|
|
|
|
Basic |
|
(0.59) |
|
(0.25) |
Diluted |
|
(i) (0.59) |
|
(i) (0.25) |
(i) Due to the loss for the period, there is no diluted effect on this result.
The accompanying notes are an integral part of these Unaudited Condensed Interim Consolidated Financial Statements.
Fernando A. Elsztain Director Acting as President |
4
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Unaudited Condensed Interim Consolidated Statements of Comprehensive Income
for the three-month periods beginning on July 1, 2015 and 2014 and ended September 30, 2015 and 2014
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
|
09.30.15 |
|
09.30.14 |
(Loss) / Profit for the period |
(361,760) |
|
21,665 |
Other comprehensive income: |
|
|
|
Items that may be reclassified subsequently to profit or loss: |
|
|
|
Currency translation adjustment |
(361,301) |
|
(84,292) |
Currency translation adjustment from associates and joint ventures |
41,016 |
|
30,334 |
Other comprehensive loss for the period (i) |
(320,285) |
|
(53,958) |
Total comprehensive loss for the period |
(682,045) |
|
(32,293) |
|
|
|
|
Attributable to: |
|
|
|
Equity holders of the parent |
(405,297) |
|
(130,380) |
Non-controlling interest |
(276,748) |
|
98,087 |
(i) Components of other comprehensive income have no impact on income tax.
The accompanying notes are an integral part of these Unaudited Condensed Interim Consolidated Financial Statements.
Fernando A. Elsztain Director Acting as President |
5
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Unaudited Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity
for the three-month periods ended September 30, 2015 and 2014
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
|
Share Capital |
Treasury Stock |
Inflation adjustment of Share Capital |
Inflation adjustment of Treasury Stock |
Share premium |
Additional Paid-in Capital from Treasury Stock |
Cost of Treasury Stock |
Subtotal |
Changes in non-controlling interests |
Cumulative translation adjustment |
Equity-settled compensation |
Reserve for the acquisition of securities issued by the company |
Retained earnings |
Subtotal |
Non-controlling interest |
Total Shareholders’ equity |
Balances as of June 30, 2015 |
494,777 |
6,866 |
64,530 |
895 |
659,464 |
12,678 |
(32,198) |
1,207,012 |
53,806 |
463,297 |
81,988 |
32,198 |
117,559 |
1,955,860 |
2,558,906 |
4,514,766 |
Loss for the period |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
(292,151) |
(292,151) |
(69,609) |
(361,760) |
Other comprehensive loss for the period |
- |
- |
- |
- |
- |
- |
- |
- |
- |
(113,146) |
- |
- |
- |
(113,146) |
(207,139) |
(320,285) |
Total comprehensive loss for the period |
- |
- |
- |
- |
- |
- |
- |
- |
- |
(113,146) |
- |
- |
(292,151) |
(405,297) |
(276,748) |
(682,045) |
Cash dividends |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
(4,513) |
(4,513) |
Acquisition of subsidiaries |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
(3,033) |
(3,033) |
Capital contributions from non-controlling interest |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
(95) |
(95) |
Equity-settled compensation |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
4,669 |
- |
- |
4,669 |
1,527 |
6,196 |
Equity incentive plan granted |
238 |
(238) |
31 |
(31) |
- |
2,274 |
- |
2,274 |
- |
- |
(2,938) |
- |
664 |
- |
- |
- |
Changes in non- controlling interest |
- |
- |
- |
- |
- |
- |
- |
- |
(5,138) |
- |
- |
- |
- |
(5,138) |
(17,128) |
(22,266) |
Balances as of September 30, 2015 |
495,015 |
6,628 |
64,561 |
864 |
659,464 |
14,952 |
(32,198) |
1,209,286 |
48,668 |
350,151 |
83,719 |
32,198 |
(173,928) |
1,550,094 |
2,258,916 |
3,809,010 |
The accompanying notes are an integral part of these Consolidated Financial Statements.
Fernando A. Elsztain Director Acting as President |
6
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Unaudited Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity
for the three-month periods ended September 30, 2015 and 2014
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
|
Share Capital |
Treasury Stock |
Inflation adjustment of Share Capital |
Inflation adjustment of Treasury Stock |
Share premium |
Cost of Treasury Stock |
Share warrants |
Subtotal |
Changes in non-controlling interests |
Cumulative translation adjustment |
Equity-settled compensation |
Legal reserve |
Reserve for new developments |
Special reserve |
Reserve for the acquisition of securities issued by the company |
Retained earnings |
Subtotal |
Non-controlling interest |
Total Shareholders’ equity |
Balances as of June 30, 2014 |
490,997 |
10,566 |
64,047 |
1,378 |
773,079 |
(54,876) |
106,264 |
1,391,455 |
(15,429) |
633,607 |
70,028 |
81,616 |
17,065 |
633,940 |
200,000 |
(1,066,428) |
1,945,854 |
2,488,932 |
4,434,786 |
(Loss) / Profit for the period |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
(122,005) |
(122,005) |
143,670 |
21,665 |
Other comprehensive loss for the period |
- |
- |
- |
- |
- |
- |
- |
- |
- |
(8,375) |
- |
- |
- |
- |
- |
- |
(8,375) |
(45,583) |
(53,958) |
Total comprehensive loss for the period |
- |
- |
- |
- |
- |
- |
- |
- |
- |
(8,375) |
- |
- |
- |
- |
- |
(122,005) |
(130,380) |
98,087 |
(32,293) |
Equity-settled compensation |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
12,069 |
- |
- |
- |
- |
- |
12,069 |
3,660 |
15,729 |
Acquisition of Treasury stock |
(3,068) |
3,068 |
(400) |
400 |
- |
(32,198) |
- |
(32,198) |
- |
- |
- |
- |
- |
- |
- |
- |
(32,198) |
- |
(32,198) |
Changes in non-controlling interest |
- |
- |
- |
- |
- |
- |
- |
- |
29,035 |
- |
- |
- |
- |
- |
- |
- |
29,035 |
7,578 |
36,613 |
Cash dividends |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
(772) |
(772) |
Capital contributions from non-controlling interest |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
275 |
275 |
Capital reduction |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
(3,784) |
(3,784) |
Balances as of September 30, 2014 |
487,929 |
13,634 |
63,647 |
1,778 |
773,079 |
(87,074) |
106,264 |
1,359,257 |
13,606 |
625,232 |
82,097 |
81,616 |
17,065 |
633,940 |
200,000 |
(1,188,433) |
1,824,380 |
2,593,976 |
4,418,356 |
The accompanying notes are an integral part of these Unaudited Condensed Interim Consolidated Financial Statements.
Fernando A. Elsztain Director Acting as President |
7
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Unaudited Condensed Interim Consolidated Statements of Cash Flows
for the three-month periods ended September 30, 2015 and 2014
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
|
Note |
09.30.15 |
|
09.30.14 |
Operating activities: |
|
|
|
|
Cash generated from operations |
21 |
412,260 |
|
381,238 |
Income tax paid |
|
(67,043) |
|
(54,448) |
Net cash generated from operating activities |
|
345,217 |
|
326,790 |
Investing activities: |
|
|
|
|
Acquisition of associates and joint ventures |
|
- |
|
(268,975) |
Capital contributions to associates and joint ventures |
|
(34,340) |
|
(52,479) |
Acquisition of investment properties |
|
(46,926) |
|
(62,414) |
Proceeds from sale of associates and joint venturesa |
|
- |
|
19,139 |
Proceeds from sale of investment properties |
|
388,406 |
|
1,507,067 |
Acquisition of property, plant and equipment |
|
(18,971) |
|
(67,404) |
Proceeds from sale of property, plant and equipment |
|
1,859 |
|
92 |
Payments of purchase of farmlands |
|
(77,830) |
|
- |
Proceeds from sale of farmlands |
|
14,470 |
|
23,693 |
Acquisition of intangible assets |
|
(1,172) |
|
(1,889) |
Acquisition of Investment in financial assets |
|
(1,315,705) |
|
(1,423,566) |
Proceeds from disposals of Investment in financial assets |
|
1,056,378 |
|
1,471,551 |
Loans granted to associates and joint ventures |
|
- |
|
49 |
Loans repayments received from associates and joint ventures |
|
1,052 |
|
1,694 |
Interest received from financial assets |
|
- |
|
2,286 |
Dividends received |
|
462 |
|
3,081 |
Net cash (used in) / generated from investing activities |
|
(32,317) |
|
1,151,925 |
Financing activities: |
|
|
|
|
Repurchase of non-convertible notes |
|
(120,803) |
|
- |
Purchase of treasury stock |
|
- |
|
(32,198) |
Proceeds from issuance of non-convertible notes |
|
793,018 |
|
455,038 |
Payment of non-convertible notes |
|
(154,419) |
|
(538,081) |
Borrowings |
|
537,144 |
|
442,551 |
Payment of trust debt titles |
|
- |
|
(9,733) |
Payment of seller financing of shares |
|
- |
|
(105,861) |
Repayments of borrowings |
|
(546,785) |
|
(351,733) |
Proceeds from borrowings from associates and joint ventures |
|
- |
|
13,009 |
Cancellation of liabilities held for sale |
|
- |
|
(603,021) |
Borrowings from associates and joint ventures |
|
600 |
|
- |
Payment of seller financing |
|
(973) |
|
(690) |
Acquisition of non-controlling interest in subsidiaries |
|
(24,568) |
|
(1,094) |
Dividend paid |
|
(48,246) |
|
(14,640) |
Payments of derivative financial instruments |
|
(26,587) |
|
(63,514) |
Proceeds from derivative financial instruments |
|
- |
|
131 |
Capital reduction |
|
- |
|
(3,784) |
Sale of equity in subsidiaries to non-controlling interest |
|
- |
|
55,314 |
Capital contributions of non-controlling interest |
|
- |
|
275 |
Interest paid |
|
(285,286) |
|
(260,343) |
Net cash generated from / (used in) financing activities |
|
123,095 |
|
(1,018,374) |
Net increase in cash and cash equivalents |
|
435,995 |
|
460,341 |
Cash and cash equivalents at beginning of period |
21 |
633,693 |
|
1,002,987 |
Foreign exchange (loss) gain on cash and cash equivalents |
|
(36,273) |
|
18,424 |
Cash and cash equivalents at end of period |
|
1,033,415 |
|
1,481,752 |
The accompanying notes are an integral part of these Unaudited Condensed Interim Consolidated Financial Statements.
Fernando A. Elsztain Director Acting as President |
8
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
1. General information
1.1 The Group’s business and general information
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria (“Cresud” or the “Company”) was founded in 1936 as a subsidiary of Credit Foncier, a Belgian company primarily engaged in providing rural and urban loans in Argentina and administering real estate holdings foreclosed by Credit Foncier. Credit Foncier was liquidated in 1959, and as part of such liquidation, the shares of Cresud were distributed to Credit Foncier’s shareholders. From the 1960s through the end of the 1970s, the business of Cresud shifted exclusively to agricultural activities.
In 2002, Cresud acquired a 19.85% interest in IRSA Inversiones y Representaciones Sociedad Anónima (“IRSA”), a real estate company related to certain shareholders of Cresud. In 2009, Cresud increased its ownership percentage in IRSA to 55.64% and IRSA became Cresud’s principal subsidiary.
Cresud and its subsidiaries are collectively referred to hereinafter as the Group. See Note 2.3 to the Consolidated Financial Statements as of June 30, 2015 and 2014 for a description of the Group’s companies.
As of September 30, 2015, the Group operates in two major lines of business: (i) Agricultural business, (ii) Urban Properties and Investments business. See Note 6 to the Unaudited Condensed Interim Consolidated Financial Statements as of June 30, 2015 and 2014 for a description of the Group’s segments.
The Group’s Agricultural business operations are comprised of crop production, cattle feeding, raising and fattening, milk production, sugarcane production and brokerage activities. The Group currently has agricultural operations and investments in Argentina, Brazil, Uruguay, Paraguay and Bolivia.
The Urban Properties and Investments business operations are conducted primarily through IRSA and IRSA’s principal subsidiary, IRSA Propiedades Comerciales S.A. (formerly Alto Palermo S.A. (“APSA”) which changed its legal name to “IRSA Propiedades Comerciales”). Through IRSA Propiedades Comerciales and IRSA, the Group owns, manages and develops shopping centers across Argentina, a portfolio of office and other rental properties in the Autonomous City of Buenos Aires, capital of Argentina, and since 2009 it entered into the US real estate market, mainly through the acquisition of non-controlling interests in office buildings and hotels. Through IRSA or IRSA Propiedades Comerciales, the Group also develops residential properties for sale. The Group, through IRSA, is also involved in the operation of branded hotels. The Group uses the term “real estate” indistinctively in these Condensed Interim Consolidated Financial Statements to denote investment, development and/or trading properties activities.
9
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
1. General information (Continued)
During fiscal year ended June 30, 2014, the Group made an investment in the Israeli market, through Dolphin Fund Ltd. (“DFL”) and the Dolphin Netherlands B.V. (“DN B.V.”, and together with DFL “Dolphin”), in IDB Development Corporation Ltd. ("IDBD") an Israeli company, with an initial interest of 26.65%. During fiscal year ended June 30, 2015, the Group continued investing in IDBD, increasing its indirect interest as of June 30, 2015, to 49%. During the three-month-period ended on September 30, 2015 the Group did not invest further in the company. IDBD is one of the Israeli biggest and most diversified conglomerates, which is involved, through its subsidiaries, in several markets and industry, including real estate, retail, agribusiness, insurance, telecommunications, etc.; controlling or holding interest equity in companies as: Clal Insurance (Insurance Company), Cellcom (Mobile phone services), Adama (Agrochemicals), Super-Sol (supermarket), PBC (Real Estate), among others. IDBD went public in Tel Aviv Stock Exchange ("TASE") since May, 2014.
The activities of the Group’s segment “Financial operations and others” is carried out mainly through Banco Hipotecario S.A. (“BHSA”), where it has a 29.99% interest (without considering treasury shares). BHSA is a commercial bank offering a wide variety of banking activities and related financial services to individuals, small, medium-sized and large corporations, including the provision of mortgaged loans. BHSA’s shares are listed on the Buenos Aires Stock Exchange. Additionally, the Group has a 43.15% interest in Tarshop S.A (“Tarshop”) whose main business comprises credit cards activities and the provision of loans.
Cresud’s and IRSA Propiedades Comerciales’s shares are listed and traded on both the Buenos Aires Stock Exchange (“BCBA”) and the National Association of Securities Dealers Automated Quotation (“NASDAQ”). IRSA´s shares are listed and traded on both the BCBA and the New York Stock Exchange (“NYSE”).
Cresud is the ultimate parent company and is a corporation incorporated and domiciled in the Republic of Argentina. The address of its registered office is Moreno 877, 23rd Floor, Buenos Aires, Argentina.
These consolidated financial statements have been approved for issue by the Board of Directors on November 11, 2015.
2. Basis of preparation of the Unaudited Condensed Interim Consolidated Financial Statements
2.1 Basis of preparation
The present Unaudited Condensed Interim Consolidated Financial Statements for the three-month periods ended September 30, 2015 and 2014 (the “Unaudited Condensed Interim Consolidated Financial Statements”) have been prepared in accordance with IAS 34 “Interim Financial Reporting”.
10
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
2. Basis of preparation of the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
These Unaudited Condensed Interim Consolidated Financial Statements should be read together with the Annual Consolidated Financial Statements of the Company as of June 30, 2015. These Unaudited Condensed Interim Consolidated Financial Statements are expressed in thousands of Argentine Pesos.
The Condensed Interim Consolidated Financial Statements corresponding to the three-month periods ended as of September 30, 2015 and 2014 have not been audited. The Company´s management believes they include all necessary adjustments to fairly present the results of each period. Results for the three-month periods ended September 30, 2015 and 2014 do not necessarily reflect proportionally the Company’s results for the complete fiscal years.
2.2 Accounting Policies
The accounting policies applied in the preparation of these Unaudited Condensed Interim Consolidated Financial Statements are consistent with those applied in the preparation of the information under IFRS as of June 30, 2015, except for those mentioned below which were applied in these financial statements. Most significant accounting policies are described in note 2 included in the Consolidated Financial Statements as of June 30, 2015 and 2014.
2.3 Use of estimates
The preparation of financial statements at a certain date requires the Management to make estimations and evaluations affecting the amount of assets and liabilities recorded and contingent assets and liabilities disclosed at such date, as well as income and expenses recorded during the period. Actual results might differ from the estimates and evaluations made at the date of preparation of these Unaudited Condensed Interim Consolidated Financial Statements.
In the preparation of these Unaudited Condensed Interim Consolidated Financial Statements, the significant judgments made by Management in applying the Group’s accounting policies and the main sources of uncertainty were the same applied by the Group in the preparation of the Annual Consolidated Financial Statements as of June 30, 2015, save for changes in accrued income tax, provision for legal claims, allowance for doubtful accounts, provision for director's fees and for percentage rent.
Additionally, to estimate the market value of its investment in IDBD, in this period the Group chose to stop considering the listed price (Level 1 valuation) and to adopt a valuation model based on unobservable variables (Level 3 valuation), as a result of the circumstances described in Note 16.
11
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
2. Basis of preparation of the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
2.4 Comparative information
Amounts as of September 30, 2014 and June 30, 2015, which are disclosed for comparative purposes have been taken from the Consolidated Financial Statements as of such dates. The financial statements originally issued have been subject to certain reclassifications required in order to present these figures comparatively with this period.
During the three-month periods ended September 30, 2015 and 2014, the Real Brasileño (RS) has depreciated against the Argentine Peso and other currencies by around 19.1% and 6.4%, respectively, which affects the comparability of the figures reported in the current financial statements given its negative impact on the financial position and results of operations of the Group, due mainly to the foreign exchange rate exposure to net assets and liabilities denominated in foreign currency and investments in joint ventures with a functional currency different from the Real.
3. Seasonal effects on operations
The operations of the Group’s agricultural business are also subject to seasonal effects. The harvests and sale of grains (corn, soybean and sunflower) generally take place between January and September every year. Wheat is generally harvested between November and February. In Bolivia, weather conditions make it possible to have two soybeans, corn and barley seasons and, therefore, these crops are harvested in April and October, whereas wheat and sunflower are harvested in August and September, respectively. Other segments of the agricultural business, such as beef cattle and milk production tend to be more stable. However, beef cattle and milk production is generally larger during the second quarter, when conditions are more favorable. In case of sugar cane, harvest and sale take place between May and November of each year. As a result, there may be material fluctuations in the agricultural business results across quarters.
The operations of the Group’s shopping centers are also subject to seasonal effects, which affect the level of sales recorded by lessees. During summer time (January and February), the lessees of shopping centers experience the lowest sales levels in comparison with the winter holidays (July) and year-end celebrations (December) when they tend to record peaks of sales. Apparel stores generally change their collections during the spring and the fall, which impacts positively on shopping mall sales. Sale discounts at the end of each season also impact the business. As a consequence, a higher level of revenues is generally expected in the second half of the year rather than the first in shopping center operations.
12
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
4. Acquisitions and disposals
For the three-month period ended as of September 30, 2015
Sale of investment properties
On July 10, 2015, the Group through IRSA signed the transfer deed for the sale of the 16th floor of the Maipú 1300 Building. The total price of the transaction was US$ 1.5 million. Such transaction generated a gain before tax of approximately Ps. 12 million.
On July 24, 2015, the Group through IRSA signed the transfer deed for the sale of the 4th floor of the Maipú 1300 Building. The total price of the transaction was Ps. 21.7 million. Such transaction generated a gain before tax of approximately Ps. 19.7 million.
On July 31, 2015, the Group through IRSA signed the transfer deed for the sale of the 18th floor of the Maipú 1300 Building. The total price of the transaction was US$ 1.6 million. Such transaction generated a gain before tax of approximately Ps. 12.6 million.
On August 24, 2015, the Group through IRSA signed the transfer deed for the sale of the 3rd floor of the Maipú 1300 Building. The total price of the transaction was US$ 1.5 million. Such transaction generated a gain before tax of approximately Ps. 11.6 million.
On September 3, 2015, the Group, through IRSA sold the lands of “Isla Sirgadero”, located in Santa Fe province. The total price of the transaction was US$ 4.0 million. Such transaction generated a gain before tax of approximately Ps. 31.9 million.
On September 10, 2015, the Group through IRSA CP, transferred 5,963 square meters corresponding to seven offices floors, 56 parking units and 3 housing units of Intercontinental Plaza Building. The transaction price was Ps. 324.5 million, which has already been fully paid. Gross profit of this operation amounted to Ps. 295.8 million.
All sales of the period led to a combined profit for the Group of Ps. 383.6 million, disclosed within the line “Gain from disposal of investment properties” in the Statement of Income.
13
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
4. Acquisitions and disposals (Continued)
Investment in IDBD
On May 7, 2014, a transaction was closed whereby the Group, acting indirectly through Dolphin, acquired, jointly with C.A.A. Extra Holdings Limited, a non-related company incorporated under the laws of the State of Israel, controlled by Mordechay Ben Moshé (hereinafter, “ETH”), an aggregate number of 106.6 million common shares in IDBD representing 53.30% of its stock capital, under the scope of the debt restructuring of IDBD’s holding company, IDB Holdings Corporation Ltd. (“IDBH”), with its creditors (the “Arrangement”). Under the terms of the agreement entered into between Dolphin and E.T.H.M.B.M. Extra Holdings Ltd., a company controlled by Mordechay Ben Moshé, to which Dolphin and ETH agreed to (the “Shareholders' Agreement”), Dolphin, jointly with other third party investors acquired a 50% interest in this investment, while ETH acquired the remaining 50%. The initial investment amount was NIS 950 million, equivalent to approximately US$ 272 million at the exchange rate prevailing on that date. During fiscal year 2015 Dolphin continued investing in IDBD and as of June 30, 2015, the IRSA's indirect equity interest in IDBD amounted to approximately 49%.
On August 27, 2015, DIC published a rights offering memorandum according to the Proposal to IDBD and DIC (see on this regard note 9 “Interest in associates” accompanying these financial statements) and on September 6, 2015 issued right for every 1000 shares of DIC, which would be exercised automatically and cost-free on the same day for 224 Series 3 warrants, 204 Series 4 warrants, 204 Series 5 warrants and 204 Series 6 warrants, each. Each DIC warrant is convertible to 1 share of DIC and has the following characteristics:
- Series 3 warrants are exercisable at NIS 6.54 and mature on December 21, 2015;
- Series 4 warrants are exercisable at NIS 7.183 and mature on December 21, 2016;
- Series 5 warrants mature on December 21, 2017. The exercise price is NIS 7.183 until December 20, 2016, and NIS 7.836 thereafter.
- Series 6 warrants mature on December 21, 2018. The exercise price is NIS 7.183 until December 20, 2016, and NIS 8.489 thereafter.
Pursuant to the above said, on September 6, 2015 Dolphin received 91,163 warrants Series 3 and 83,023 warrants Series 4, 5 and 6 from DIC.
As a result of the transactions described above, as of September 30, 2015, Dolphin held an aggregate number of 324,445,664 shares, 15,998,787 Series 3 warrants, 24,897,859 Series 4 warrants, 109,342,966 Series 5 warrants and 97,833,180 Series 6 warrants, accounting for a 49.0% share interest in IDBD. Furthermore, as of September 30, 2015, Dolphin owned 406,978 shares of DIC, 91,163 warrants Series 3 and 83,023 warrants Series 4, 5 and 6 of DIC, representing a direct equity interest of 0.48%.
14
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
4. Acquisitions and disposals (Continued)
As of September 30, 2015, IDBD’s Board of Directors consisted of nine members, three of which were appointed by Dolphin as regular directors: Eduardo Sergio Elsztain (President), Roni Bar-On (on July 7 Roni Bar- On replaced Alejandro Gustavo Elsztain) and Saúl Zang.
During February and March 2015 Dolphin and ETH initiate an exchange of letters mainly in relation to claims from ETH in connection with the Rights Offering and ETH’s claim demanding a pro rata acquisition of the shares in IDBD owned by Dolphin and subscribed for under the Rights Offering and all the shares acquired thereafter by IFISA asserting in the latter case the rights under the Shareholder's Agreement (first refusal).
Based on the foregoing and in accordance with the provisions of the Shareholders’ Agreement with respect to dispute resolution, on April 30, 2015 (the “Preliminary Hearing”) arbitration proceedings were initiated in English language, in Tel Aviv, and the Israeli law applies thereto.
The arbitration proceedings are intended to settle the issues referred to above, and application and interpretation of certain clauses of the Shareholders' Agreement.
In addition, during such Preliminary Hearing, the parties agreed on the rules and procedures that would govern the conduct of the arbitration proceedings and a schedule for such purposes. Appointment of an arbitrator was approved and, as a result, any applicable statutory terms began running thereafter.
On May 28, 2015, before the filing of the arbitration claim, ETH made a preliminary petition to the arbiter that triggered application of the Buy Me Buy You (“BMBY”) clause, which establishes that each party to the Shareholders’ Agreement may offer to the counterparty to acquire (or sell, as the case may be) the shares it holds in IDBD at a fixed price; and within 14 days from delivery of the BMBY notice (the “Notice”) recipient should let it know whether it desires to sell or acquire the other party’s shares pursuant to the terms of the Notice, in accordance with the provisions of the Shareholders’ Agreement. In such petition, ETH further added that the purchaser thereunder would be required to assume all obligations of seller under the Arrangement.
In addition, on June 10 and 11, 2015, Dolphin gave notice to ETH of its intention to buy all the shares in IDBD held by ETH, asserted its defenses and its interpretation about application and construction of the BMBY, establishing that ETH’s interpretation of such mechanism was erroneous.
15
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
4. Acquisitions and disposals (Continued)
As a result, the parties pursued arbitration to settle their disputes and in respect of the correct interpretation of the BMBY clause, in order to determine, first, who is the purchaser under the BMBY clause, and whether such party will be under the obligation to assume all the obligations of seller under the Arrangement.
For such purposes, the arbiter decided to divide the arbitration proceedings into two phases: the first one to deal with the disputes related to application and interpretation of the mechanism under the BMBY clause and the second one in relation to the parties’ additional petitions or claims.
Moreover, on June 28 and 30, 2015 ETH filed a motion with the arbiter requesting an injunction preventing changes in IDBD’s current Board of Director’s composition at IDBD’s annual shareholders’ meeting held on July 7, 2015.
On July 6, 2015, the arbiter granted such injunction as requested by ETH, for which reason Dolphin appointed only 3 directors for the next meeting and could appoint such number of directors until the arbiter issues a final decision about who is the purchaser under the BMBY process.
On September 24, 2015 the arbitrator issued its award, which provided that: (i) Dolphin and IFISA are entitled to act as buyers in the BMBY process, and ETH should sell IDBD shares held by it (92,665,925 shares) at a NIS price of 1.64 per share; (ii) the buyer must fulfill all of the commitments included in the seller’s Arrangement, including the commitment to carry out Tender Offers and the obligation to engage in capital increases; (iii) the buyer must pledge in favor of the Arrangement Trustees the shares that seller had pledged to them; (iii) the parties will have 16 days to complete the BMBY process from the time of notice of this award.
As Dolphin is a subsidiary that qualifies as a VCO in accordance with the IAS 28 exemption referred to in Note 2.3 (d), of the Consolidated Financial Statements for the fiscal year ended June 30, 2015, the Company has recorded its interest in IDBD at fair value with changes in the income statement.
16
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
4. Acquisitions and disposals (Continued)
Transactions with non-controlling interests
IRSA Commercial Properties
During the three-month period ended September 30, 2015, the Group, through IRSA, acquired an additional 0.10% interest in IRSA Commercial Properties for a total amount of Ps. 3.1 million. This resulted in a decrease in non-controlling interests of Ps. 0.9 million and a decrease in equity attributable to the owners of the parent of Ps. 9.5 million. As of September 30, 2015, IRSA's equity interest in IRSA Propiedades Comerciales amounts to 95.90%. The effect of changes in the ownership interest of IRSA Propiedades Comerciales on the equity attributable to owners of the Group is summarized as follows:
|
Ps. (million) |
Carrying amount of group’s interest acquired of |
0.9 |
Consideration paid for non-controlling interests |
(9.5) |
Reserve recorded in within parent’s equity |
(i) (8.6) |
(i) The reserve includes Ps. 3.0 million for non-controlling interest.
5. Financial risk management
5.1. Financial risk
The group´s diverse activities are exposed to a variety of financial risk: market risk (including foreign currency risk, interest rate risk and price risk) credit risk, liquidity risk and capital risk.
The Unaudited Condensed Interim Consolidated Financial Statements do not include all the information and disclosures of the risk management, so they should be read together with the annual consolidated financial statements as of June 30, 2015. There have been no changes in the risk management or risk management policies applied by the Group since the fiscal year-end.
5.2. Fair value estimates
Since June 30, 2015, to the balance sheet date, there have been no significant changes in business or economic circumstances affecting the fair value of the Group's assets or liabilities (either measured at fair value or amortized cost). Neither have been certain transfers between the several tiers used in estimating the fair value of the Group’s financial instruments, which are describe in Note 16.
17
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
6. Segment information
The Group’s Executive Board periodically reviews the results and certain asset categories corresponding to these segments The valuation criteria used in preparing this information are consistent with IFRS standards used for the preparation of the consolidated financial statements, except for the investments in joint ventures: Cresca S.A., Cyrsa S.A., Nuevo Puerto Santa Fe S.A. Puerto Retiro S.A., Baicom Networks S.A. and Quality Invest S.A., which are reported to the Group’s Executive Board, applying proportional consolidation method. Under this method the income/loss generated and assets, are reported in the income statement line-by-line rather than in a single item as required by IFRS. Management believes that the proportional consolidation method provides more useful information to understand the business return. Moreover, operating results of Entertainment Holding S.A. (“EHSA”) joint venture is accounted for under the equity method. Management believes that, in this case, this method provides more adequate information for this type of investment, given its low materiality and considering it is a company without direct trade operations, where the main asset consists of an indirect interest of 25% of la Rural S.A..
The following asset categories are reviewed by the Group's Executive Board: investment properties, property, plant and equipment, trading properties, goodwill, rights to receive future units through barter agreements, assets held for sale, biological assets, inventories, investments in associates and investment in EHSA joint venture. The aggregate of these assets, classified by business segment, are disclosed as “segment assets”. The measurement principles for the segment assets are based on the IFRS principles adopted in the preparation of the consolidated financial statements, except for the Group’s share of assets of the joint ventures: Cresca S.A., Cyrsa S.A., Nuevo Puerto Santa Fe S.A., Puerto Retiro S.A., Baicom Networks S.A. and Quality Invest S.A., which are all reported to the Executive Board under the proportionate, consolidation method. Under this method, each of the segment assets reported includes the proportionate share of the Group in the same operating assets of these joint ventures. As an example, the investment properties amount reported to the Executive Board includes (i) the investment property balance as per the statement of financial position plus (ii) the Group’s share of the investment properties of these joint ventures. Under IFRS 11, the investment properties of these joint ventures are included together with all other of the joint ventures’ net assets in the single line item titled “Investments in associates and joint ventures” in the statement of financial position. Assets are allocated to each segment based on the operations and/or their physical location. Assets and services exchanged between segments are calculated on the basis of market prices. Intercompany transactions between segments, if any, are eliminated.
18
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
6. Segment information (Continued)
In the last quarter of the fiscal year ended June 30, 2015, the Group has changed the presentation of the income statement which is reviewed by the CODM for purposes of assigning resources and assessing performance for the fiscal year for a better alignment with the current business vision and the metrics used to such end. These amendments affected the shopping centers and office segments. The information examined by the CODM does not include the amounts pertaining to income from building administration expenses and collective promotion funds (“FPC”, as per its Spanish acronym) from the income statement, and so does it exclude total recovered costs, whether by way of building administration expenses or other concepts included under financial income (for example default interest and other concepts) and not analyzed to assess the operating performance of the segment. The CODM examines the net amount from both concepts (total surplus or deficit between building administration expenses and collective promotion funds and recoverable expenses). These costs and income are presented now for reconciliation of all segments and their respective consolidating operating income. The amounts corresponding to prior fiscal years have been retroactively adjusted to reflect these changes in segment information.
In addition, in the last quarter of the fiscal year ended June 30, 2015, the Group has modified how it presents the gain/loss on the sale of investment property in segment information, which is revised by CODM. The information revised by CODM includes the gain/loss on the sale of investment properties within sales and development segment, regardless of the segment where the property would have been originally located. These modifications affected the segments of sales and development and international.
19
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
6. Segment information (Continued)
Below is a summarized analysis of the lines of business of the Group for the three-month period ended September 30, 2015:
|
Agricultural business (I) |
|
Urban properties and investments business (II) |
|
Total |
Revenues |
679,900 |
|
721,016 |
|
1,400,916 |
Costs |
(778,248) |
|
(180,755) |
|
(959,003) |
Initial recognition and changes in the fair value of biological assets and agricultural produce at the point of harvest |
193,369 |
|
- |
|
193,369 |
Changes in the net realizable value of agricultural produce after harvest |
(8,933) |
|
- |
|
(8,933) |
Gross profit |
86,088 |
|
540,261 |
|
626,349 |
Gain from disposal of investment properties |
- |
|
383,585 |
|
383,585 |
General and administrative expenses |
(63,955) |
|
(132,354) |
|
(196,309) |
Selling expenses |
(92,252) |
|
(55,439) |
|
(147,691) |
Other operating results, net |
23,357 |
|
(12,932) |
|
10,425 |
(Loss) / Profit from operations |
(46,762) |
|
723,121 |
|
676,359 |
Share of loss of associates and joint ventures |
(554) |
|
(493,105) |
|
(493,659) |
Segment (Loss) / Profit |
(47,316) |
|
230,016 |
|
182,700 |
|
|
|
|
|
|
Investment properties |
442,007 |
|
3,499,167 |
|
3,941,174 |
Property, plant and equipment |
1,569,225 |
|
255,982 |
|
1,825,207 |
Trading properties |
- |
|
130,212 |
|
130,212 |
Goodwill |
6,916 |
|
24,440 |
|
31,356 |
Rights to receive future units under barter agreements |
- |
|
90,486 |
|
90,486 |
Biological assets |
539,668 |
|
- |
|
539,668 |
Inventories |
453,936 |
|
23,041 |
|
476,977 |
Investments in associates and joint ventures |
30,185 |
|
2,600,437 |
|
2,630,622 |
Total segment assets |
3,041,937 |
|
6,623,765 |
|
9,665,702 |
20
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
6. Segment information (Continued)
Below is a summarized analysis of the lines of business of the Group for the three-month period ended September 30, 2014:
|
Agricultural business (I) |
|
Urban properties and investments business (II) |
|
Total |
Revenues |
780,235 |
|
596,258 |
|
1,376,493 |
Costs |
(927,451) |
|
(154,972) |
|
(1,082,423) |
Initial recognition and changes in the fair value of biological assets and agricultural produce at the point of harvest |
274,650 |
|
- |
|
274,650 |
Changes in the net realizable value of agricultural produce after harvest |
(22,021) |
|
- |
|
(22,021) |
Gross Profit |
105,413 |
|
441,286 |
|
546,699 |
Gain from disposal of investment properties |
- |
|
316,767 |
|
316,767 |
Gain from disposal of farmlands |
20,957 |
|
- |
|
20,957 |
General and administrative expenses |
(60,836) |
|
(80,287) |
|
(141,123) |
Selling expenses |
(87,461) |
|
(38,052) |
|
(125,513) |
Other operating results, net |
(2,239) |
|
2,948 |
|
709 |
(Loss) Profit from operations |
(24,166) |
|
642,662 |
|
618,496 |
Share of profit of associates and joint ventures |
(1,160) |
|
(117,236) |
|
(118,396) |
Segment (Loss) Profit |
(25,326) |
|
525,426 |
|
500,100 |
|
|
|
|
|
|
Investment properties |
213,881 |
|
3,558,491 |
|
3,772,372 |
Property, plant and equipment |
2,112,418 |
|
243,605 |
|
2,356,023 |
Trading properties |
- |
|
137,276 |
|
137,276 |
Goodwill |
9,792 |
|
24,784 |
|
34,576 |
Rights to receive future units under barter agreements |
- |
|
85,077 |
|
85,077 |
Biological assets |
554,047 |
|
- |
|
554,047 |
Inventories |
411,015 |
|
18,429 |
|
429,444 |
Investments in associates |
31,352 |
|
2,166,887 |
|
2,198,239 |
Total segment assets |
3,332,505 |
|
6,234,549 |
|
9,567,054 |
21
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
6. Segment information (Continued)
(I) Agriculture line of business:
The following tables present the reportable segments of the agriculture line of business of the Group:
|
September 30, 2015 | |||||||||
|
Agriculture |
|
|
|
| |||||
|
Crops |
Cattle |
Dairy |
Sugarcane |
Agricultural Rental and services |
Agricultural Subtotal |
Land transformation and Sales |
Agro-industrial |
Other segments |
Total Agricultural business |
Revenues |
270,455 |
58,023 |
17,503 |
101,649 |
11,621 |
459,251 |
- |
189,910 |
30,739 |
679,900 |
Costs |
(308,020) |
(78,670) |
(33,610) |
(143,166) |
(4,782) |
(568,248) |
(2,392) |
(180,859) |
(26,749) |
(778,248) |
Initial recognition and changes in the fair value of biological assets and agricultural produce at the point of harvest |
97,669 |
28,243 |
16,006 |
51,451 |
- |
193,369 |
- |
- |
- |
193,369 |
Changes in the net realizable value of agricultural produce after harvest |
(8,933) |
- |
- |
- |
- |
(8,933) |
- |
- |
- |
(8,933) |
Gross Profit / (Loss) |
51,171 |
7,596 |
(101) |
9,934 |
6,839 |
75,439 |
(2,392) |
9,051 |
3,990 |
86,088 |
General and administrative expenses |
(36,682) |
(8,964) |
(1,710) |
(6,578) |
(926) |
(54,860) |
(337) |
(6,206) |
(2,552) |
(63,955) |
Selling expenses |
(62,829) |
(6,070) |
(841) |
(2,746) |
(287) |
(72,773) |
(31) |
(15,312) |
(4,136) |
(92,252) |
Other operating results, net |
21,680 |
(414) |
(108) |
(74) |
(32) |
21,052 |
(21) |
349 |
1,977 |
23,357 |
(Loss) / Profit from Operations |
(26,660) |
(7,852) |
(2,760) |
536 |
5,594 |
(31,142) |
(2,781) |
(12,118) |
(721) |
(46,762) |
Share of profit / (loss) of associates |
(95) |
- |
- |
- |
- |
(95) |
- |
- |
(459) |
(554) |
Segment (Loss) / Profit |
(26,755) |
(7,852) |
(2,760) |
536 |
5,594 |
(31,237) |
(2,781) |
(12,118) |
(1,180) |
(47,316) |
|
|
|
|
|
|
|
|
|
|
|
Investment properties |
355,552 |
22,695 |
- |
- |
63,760 |
442,007 |
- |
- |
- |
442,007 |
Property, plant and equipment |
934,349 |
156,336 |
21,856 |
330,416 |
780 |
1,443,737 |
52,892 |
17,796 |
54,800 |
1,569,225 |
Goodwill |
3,837 |
- |
- |
2,436 |
- |
6,273 |
- |
- |
643 |
6,916 |
Biological assets |
82,102 |
358,714 |
39,030 |
59,822 |
- |
539,668 |
- |
- |
- |
539,668 |
Inventories |
259,545 |
57,228 |
965 |
3,622 |
- |
321,360 |
- |
23,701 |
108,875 |
453,936 |
Investments in associates |
28,012 |
19 |
- |
- |
- |
28,031 |
- |
- |
2,154 |
30,185 |
Total segment assets |
1,663,397 |
594,992 |
61,851 |
396,296 |
64,540 |
2,781,076 |
52,892 |
41,497 |
166,472 |
3,041,937 |
22
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
6. Segment information (Continued)
|
September 30, 2014 | |||||||||
|
Agricultural |
|
|
|
| |||||
|
Crops |
Cattle |
Dairy |
Sugarcane |
Agricultural Rental and services |
Agricultural Subtotal |
Land transformation and Sales |
Agro-industrial |
Other segments |
Total Agricultural business |
Revenues |
330,404 |
62,348 |
17,467 |
100,181 |
14,136 |
524,536 |
- |
215,927 |
39,772 |
780,235 |
Costs |
(437,918) |
(82,743) |
(32,836) |
(151,158) |
(5,210) |
(709,865) |
(2,666) |
(188,820) |
(26,100) |
(927,451) |
Initial recognition and changes in the fair value of biological assets and agricultural produce at the point of harvest |
161,055 |
29,177 |
17,211 |
67,207 |
- |
274,650 |
- |
- |
- |
274,650 |
Changes in the net realizable value of agricultural produce after harvest |
(22,022) |
1 |
- |
- |
- |
(22,021) |
- |
- |
- |
(22,021) |
Gross Profit / (Loss) |
31,519 |
8,783 |
1,842 |
16,230 |
8,926 |
67,300 |
(2,666) |
27,107 |
13,672 |
105,413 |
Gain from disposal of farmlands |
- |
- |
- |
- |
- |
- |
20,957 |
- |
- |
20,957 |
General and administrative expenses |
(38,854) |
(5,906) |
(1,121) |
(5,347) |
(487) |
(51,715) |
(522) |
(5,846) |
(2,753) |
(60,836) |
Selling expenses |
(50,620) |
(7,216) |
(692) |
(4,879) |
(194) |
(63,601) |
(1,353) |
(19,368) |
(3,139) |
(87,461) |
Other operating results, net |
2,608 |
(2,087) |
(420) |
35 |
(182) |
(46) |
(4,393) |
73 |
2,127 |
(2,239) |
(Loss) / Profit from Operations |
(55,347) |
(6,426) |
(391) |
6,039 |
8,063 |
(48,062) |
12,023 |
1,966 |
9,907 |
(24,166) |
Share of loss of associates |
(1,018) |
(1) |
- |
- |
- |
(1,019) |
- |
- |
(141) |
(1,160) |
Segment (Loss) / Profit |
(56,365) |
(6,427) |
(391) |
6,039 |
8,063 |
(49,081) |
12,023 |
1,966 |
9,766 |
(25,326) |
|
|
|
|
|
|
|
|
|
|
|
Investment properties |
164,417 |
10,495 |
- |
- |
38,969 |
213,881 |
- |
- |
- |
213,881 |
Property, plant and equipment |
1,454,877 |
140,130 |
20,404 |
377,382 |
1,064 |
1,993,857 |
54,893 |
17,158 |
46,510 |
2,112,418 |
Goodwill |
6,317 |
- |
- |
2,832 |
- |
9,149 |
- |
- |
643 |
9,792 |
Biological assets |
110,240 |
293,066 |
37,567 |
113,174 |
- |
554,047 |
- |
- |
- |
554,047 |
Inventories |
224,474 |
62,008 |
705 |
2,182 |
- |
289,369 |
- |
29,084 |
92,562 |
411,015 |
Investments in associates |
28,666 |
19 |
- |
- |
- |
28,685 |
- |
- |
2,667 |
31,352 |
Total segment assets |
1,988,991 |
505,718 |
58,676 |
495,570 |
40,033 |
3,088,988 |
54,893 |
46,242 |
142,382 |
3,332,505 |
23
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
6. Segment information (Continued)
(II) Urban properties line of business and investments
The following tables present the reportable segments of the Urban Properties and Investments line of business of the Group:
|
September 30, 2015 | ||||||||||||
|
Shopping Center Properties |
|
Offices |
|
Sales and developments |
|
Hotels |
|
International |
|
Financial operations and others |
|
Total Urban Properties and Investment business |
Revenues |
532,779 |
|
75,149 |
|
2,291 |
|
110,769 |
|
- |
|
28 |
|
721,016 |
Costs |
(79,250) |
|
(14,154) |
|
(5,406) |
|
(81,760) |
|
- |
|
(185) |
|
(180,755) |
Gross Profit / (Loss) |
453,529 |
|
60,995 |
|
(3,115) |
|
29,009 |
|
- |
|
(157) |
|
540,261 |
Gain from disposal of investment properties |
- |
|
- |
|
383,585 |
|
- |
|
- |
|
- |
|
383,585 |
General and administrative expenses |
(37,399) |
|
(12,000) |
|
(28,503) |
|
(21,603) |
|
(32,849) |
|
- |
|
(132,354) |
Selling expenses |
(31,813) |
|
(4,542) |
|
(4,855) |
|
(14,106) |
|
- |
|
(123) |
|
(55,439) |
Other operating results, net |
(6,554) |
|
(1,275) |
|
(3,581) |
|
(358) |
|
(644) |
|
(520) |
|
(12,932) |
Profit / (Loss) from Operations |
377,763 |
|
43,178 |
|
343,531 |
|
(7,058) |
|
(33,493) |
|
(800) |
|
723,121 |
Share of (loss) / profit of associates and joint ventures |
- |
|
(1,395) |
|
3,126 |
|
- |
|
(562,760) |
|
67,924 |
|
(493,105) |
Segment Profit / (Loss) |
377,763 |
|
41,783 |
|
346,657 |
|
(7,058) |
|
(596,253) |
|
67,124 |
|
230,016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment properties |
2,353,183 |
|
955,014 |
|
184,271 |
|
- |
|
- |
|
6,699 |
|
3,499,167 |
Property, plant and equipment |
48,570 |
|
30,556 |
|
1,384 |
|
174,205 |
|
1,267 |
|
- |
|
255,982 |
Trading properties |
1,484 |
|
- |
|
128,728 |
|
- |
|
- |
|
- |
|
130,212 |
Goodwill |
13,719 |
|
6,180 |
|
4,541 |
|
- |
|
- |
|
- |
|
24,440 |
Rights to receive future units under barter agreements |
- |
|
- |
|
90,486 |
|
- |
|
- |
|
- |
|
90,486 |
Inventories |
15,537 |
|
- |
|
493 |
|
7,011 |
|
- |
|
- |
|
23,041 |
Investments in associates and joint ventures |
- |
|
19,353 |
|
59,680 |
|
- |
|
1,038,502 |
|
1,482,902 |
|
2,600,437 |
Total segment assets |
2,432,493 |
|
1,011,103 |
|
469,583 |
|
181,216 |
|
1,039,769 |
|
1,489,601 |
|
6,623,765 |
24
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
6. Segment information (Continued)
|
September 30, 2014 | ||||||||||||
|
Shopping Center Properties |
|
Offices |
|
Sales and developments |
|
Hotels |
|
International |
|
Financial operations and others |
|
Total Urban Properties and Investment business |
Revenues |
387,675 |
|
81,024 |
|
4,804 |
|
96,827 |
|
25,873 |
|
55 |
|
596,258 |
Costs |
(66,592) |
|
(10,968) |
|
(3,576) |
|
(66,488) |
|
(7,121) |
|
(227) |
|
(154,972) |
Gross Profit / (Loss) |
321,083 |
|
70,056 |
|
1,228 |
|
30,339 |
|
18,752 |
|
(172) |
|
441,286 |
Gain from disposal of investment properties |
- |
|
- |
|
316,767 |
|
- |
|
- |
|
- |
|
316,767 |
General and administrative expenses |
(25,938) |
|
(11,289) |
|
(10,070) |
|
(17,289) |
|
(15,701) |
|
- |
|
(80,287) |
Selling expenses |
(18,939) |
|
(3,981) |
|
(1,922) |
|
(13,092) |
|
- |
|
(118) |
|
(38,052) |
Other operating results, net |
(2,874) |
|
(1,397) |
|
(756) |
|
(335) |
|
(249) |
|
8,559 |
|
2,948 |
Profit / (Loss) from Operations |
273,332 |
|
53,389 |
|
305,247 |
|
(377) |
|
2,802 |
|
8,269 |
|
642,662 |
Share of profit / (loss) of associates and joint ventures.. |
- |
|
4,619 |
|
1,296 |
|
345 |
|
(183,674) |
|
60,178 |
|
(117,236) |
Segment Profit / (Loss) |
273,332 |
|
58,008 |
|
306,543 |
|
(32) |
|
(180,872) |
|
68,447 |
|
525,426 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment properties |
2,270,452 |
|
847,481 |
|
433,249 |
|
- |
|
- |
|
7,309 |
|
3,558,491 |
Property, plant and equipment |
26,836 |
|
36,327 |
|
3,840 |
|
175,149 |
|
1,453 |
|
- |
|
243,605 |
Trading properties |
1,484 |
|
- |
|
135,792 |
|
- |
|
- |
|
- |
|
137,276 |
Goodwill |
8,582 |
|
11,661 |
|
4,541 |
|
- |
|
- |
|
- |
|
24,784 |
Rights to receive future units under barter agreements |
9,264 |
|
- |
|
75,813 |
|
- |
|
- |
|
- |
|
85,077 |
Inventories |
12,100 |
|
- |
|
618 |
|
5,711 |
|
- |
|
- |
|
18,429 |
Investments in associates and joint ventures |
- |
|
27,868 |
|
39,585 |
|
22,474 |
|
763,443 |
|
1,313,517 |
|
2,166,887 |
Total segment assets |
2,328,718 |
|
923,337 |
|
693,438 |
|
203,334 |
|
764,896 |
|
1,320,826 |
|
6,234,549 |
25
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
6. Segment information (Continued)
The following tables present a reconciliation between the profit / (loss) from operations as per the segment information and the results of operations as per the income statements. The adjustments relate to the presentation of the results of operations of joint ventures accounted for under the equity method under IFRS.
|
September 30, 2015 | ||||||||
|
Total segment information |
|
Adjustment for share of profit / (loss) of joint ventures |
|
Adjustment to income for elimination of inter-segment transactions |
|
Expenses and collective promotion funds |
|
Total Income statements |
Revenues |
1,400,916 |
|
(11,443) |
|
(20,286) |
|
255,174 |
|
1,624,361 |
Costs |
(959,003) |
|
11,960 |
|
11,559 |
|
(259,107) |
|
(1,194,591) |
Initial recognition and changes in the fair value of biological assets and agricultural produce at the point of harvest |
193,369 |
|
(4,461) |
|
7,717 |
|
- |
|
196,625 |
Changes in the net realizable value of agricultural produce after harvest |
(8,933) |
|
- |
|
- |
|
- |
|
(8,933) |
Gross Profit / (Loss) |
626,349 |
|
(3,944) |
|
(1,010) |
|
(3,933) |
|
617,462 |
Gain from disposal of investment properties |
383,585 |
|
- |
|
- |
|
- |
|
383,585 |
General and administrative expenses |
(196,309) |
|
874 |
|
977 |
|
- |
|
(194,458) |
Selling expenses |
(147,691) |
|
909 |
|
266 |
|
- |
|
(146,516) |
Other operating results, net |
10,425 |
|
517 |
|
(233) |
|
- |
|
10,709 |
Profit / (Loss) from operations before share of profit / (loss) of associates and joint ventures |
676,359 |
|
(1,644) |
|
- |
|
(3,933) |
|
670,782 |
Share of loss of associates and joint ventures |
(493,659) |
|
(3,010) |
|
- |
|
- |
|
(496,669) |
Profit / (Loss) from Operations before Financing and Taxation |
182,700 |
|
(4,654) |
|
- |
|
(3,933) |
|
174,113 |
26
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
6. Segment information (Continued)
|
September 30, 2014 | ||||||||
|
Total segment information |
|
Adjustment for share of profit / (loss) of joint ventures |
|
Adjustment to income for elimination of inter-segment transactions |
|
Expenses and collective promotion funds |
|
Total Income statements |
Revenues |
1,376,493 |
|
(10,557) |
|
(43,874) |
|
201,422 |
|
1,523,484 |
Costs |
(1,082,423) |
|
9,870 |
|
33,630 |
|
(204,300) |
|
(1,243,223) |
Initial recognition and changes in the fair value of biological assets and agricultural produce at the point of harvest |
274,650 |
|
(1,765) |
|
9,342 |
|
- |
|
282,227 |
Changes in net realizable value of agricultural produce after harvest |
(22,021) |
|
- |
|
- |
|
- |
|
(22,021) |
Gross Profit / (Loss) |
546,699 |
|
(2,452) |
|
(902) |
|
(2,878) |
|
540,467 |
Gain from disposal of investment properties |
316,767 |
|
- |
|
- |
|
- |
|
316,767 |
Gain from disposal of farmlands |
20,957 |
|
(20,957) |
|
- |
|
- |
|
- |
General and administrative expenses |
(141,123) |
|
1,102 |
|
670 |
|
- |
|
(139,351) |
Selling expenses |
(125,513) |
|
2,521 |
|
438 |
|
- |
|
(122,554) |
Other operating results, net |
709 |
|
461 |
|
(206) |
|
- |
|
964 |
Profit / (Loss) from operations before share of profit / (loss) of associates and joint ventures |
618,496 |
|
(19,325) |
|
- |
|
(2,878) |
|
596,293 |
Share of (loss) / profit of associates and joint ventures |
(118,396) |
|
15,668 |
|
- |
|
- |
|
(102,728) |
Profit / (Loss) from Operations before Financing and Taxation |
500,100 |
|
(3,657) |
|
- |
|
(2,878) |
|
493,565 |
The following tables present a reconciliation between total segment assets as per segment information and total assets as per the statement of financial position. Adjustments are mainly related to the filing of certain classes of assets in segment information and to the proportional consolidation of joint ventures mentioned previously.
|
September 30, 2015 |
|
September 30, 2014 |
Total Assets per segment based on Segment Information |
9,665,702 |
|
9,567,054 |
Less: |
|
|
|
Proportionate share in reportable assets per segment of joint ventures (*) |
(530,276) |
|
(325,559) |
Plus: |
|
|
|
Investments in joint ventures (**) |
361,521 |
|
335,711 |
Other non-reportable assets |
6,240,121 |
|
5,569,190 |
Total Consolidated Assets as per Statement of financial position |
15,737,068 |
|
15,146,396 |
27
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
6. Segment information (Continued)
(*) Below is a detail of the proportionate share in assets by segment of joint ventures included in the information reported by segment.
|
September 30, 2015 |
|
September 30, 2014 |
Investment properties |
505,475 |
|
299,421 |
Property, plant and equipment |
(1,608) |
|
1,994 |
Trading properties |
2,500 |
|
5,889 |
Goodwill |
5,223 |
|
5,221 |
Biological assets |
9,214 |
|
6,726 |
Inventories |
9,472 |
|
6,308 |
Total proportionate share in assets per segment of joint ventures. |
530,276 |
|
325,559 |
(**) Represents the equity-accounted amount of those joint ventures, which were proportionate-consolidated for segment information purposes
7. Information about principal subsidiaries
The Group conducts its business through several operating and holding subsidiaries. See breakdown of Group, their percentage of ownership interest, materiality criteria and other relevant information on the Group’s subsidiaries in Note 2.3. a) of the Consolidated Financial Statements as of June 30, 2015 and 2014.
Set out below is the summarized financial information for each subsidiary that has non-controlling interests that are material to the Group:
Summarized statements of financial position
|
IRSA |
|
Brasilagro | ||
|
09.30.15 |
06.30.15 |
|
09.30.15 |
06.30.15 |
Assets |
|
|
|
|
|
Non-current assets |
7,955,390 |
8,346,656 |
|
1,371,783 |
1,667,179 |
Current assets |
2,694,316 |
1,896,817 |
|
1,004,321 |
1,315,092 |
Total Assets |
10,649,706 |
10,243,473 |
|
2,376,104 |
2,982,271 |
Liabilities |
|
|
|
|
|
Non-current liabilities |
5,374,655 |
4,682,406 |
|
135,689 |
195,469 |
Current liabilities |
2,693,721 |
2,689,901 |
|
300,315 |
583,132 |
Total Liabilities |
8,068,376 |
7,372,307 |
|
436,004 |
778,601 |
Net assets |
2,581,330 |
2,871,166 |
|
1,940,100 |
2,203,670 |
28
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
7. Information about principal subsidiaries (Continued)
Summarized income statements and statements of comprehensive income
|
IRSA |
|
Brasilagro | ||
|
09.30.15 |
09.30.14 |
|
09.30.15 |
09.30.14 |
Revenues |
968,490 |
790,069 |
|
161,511 |
185,037 |
(Loss) / Profit before income tax |
(203,698) |
312,130 |
|
174,393 |
12,863 |
Income tax expense |
(112,269) |
(176,331) |
|
(57,730) |
(7,090) |
Profit for the period |
(315,967) |
135,799 |
|
116,663 |
5,773 |
Other comprehensive income |
35,873 |
45,063 |
|
65,833 |
26,853 |
Total other comprehensive (loss) / income |
(280,094) |
180,862 |
|
182,496 |
32,626 |
Profit / (Loss) attributable to non-controlling interest |
(39,612) |
140,948 |
|
- |
- |
Summarized cash flows
|
IRSA |
|
Brasilagro | ||
|
09.30.15 |
09.30.14 |
|
09.30.15 |
09.30.14 |
Cash flow from operating activities |
|
|
|
|
|
Net cash generated from operating activities |
368,664 |
252,094 |
|
6,279 |
3,692 |
Cash flow from investing activities |
|
|
|
|
|
Net cash (used in) generated from investing activities |
(282,278) |
1,068,630 |
|
329,546 |
(104,814) |
Cash flow from financing activities |
|
|
|
|
|
Net cash generated from (used in) financing activities |
219,604 |
(711,352) |
|
(210,810) |
(111,210) |
Net increase (decrease) in cash and cash equivalents |
305,990 |
609,372 |
|
125,015 |
(212,332) |
Cash and cash equivalents at beginning of period |
375,180 |
609,907 |
|
221,567 |
320,349 |
Foreign exchange gain / (loss) on cash and cash equivalents |
17,046 |
26,217 |
|
(51,786) |
(9,270) |
Cash and cash equivalents at end of period |
698,216 |
1,245,496 |
|
294,796 |
98,747 |
The information above is the corresponding to balances and transactions before inter-company eliminations.
8. Interests in joint ventures
As of September 30, 2015 and June 30, 2015 the joint ventures of the Group are Cresca S.A., Cyrsa S.A., Puerto Retiro S.A., Baicom Networks S.A., Quality Invest S.A., Nuevo Puerto Santa Fe S.A. ("NPSF"), Entretenimiento Universal S.A. and Entertainment Holdings S.A. ("EHSA"). The shares in these joint ventures are not publicly traded.
29
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
8. Interests in joint ventures (Continued)
Changes in the Group’s investments in joint ventures for the three-month period ended September 30, 2015 and for the year ended June 30, 2015 were as follows:
|
September 30, 2015 |
|
June 30, 2015 |
Beginning of the year |
378,419 |
|
395,243 |
Capital contribution |
- |
|
95,449 |
Capital reduction (ii) |
- |
|
(110,860) |
Cash dividends (i) |
- |
|
(33,614) |
Share of (loss) / profit |
(4,179) |
|
5,356 |
Currency translation adjustment |
6,228 |
|
26,845 |
End of the period / year |
380,468 |
|
378,419 |
(i) During the fiscal year ended June 30, 2015, the Group cashed dividends from Nuevo Puerto Santa Fe in the amount of Ps. 2.6 million and from Cyrsa in the amount of Ps. 31.0 million.
(ii) During the fiscal year ended June 30, 2015, Cyrsa S.A. carried out a distribution to IRSA due to capital reduction in the amount of Ps. 110.9 million.
Restrictions, commitments and other matters in respect of joint ventures
According to Argentine law, 5% of the profit of the year is separated to constitute a legal reserve until they reach legal capped amounts (20% of total capital). This legal reserve is not available for dividend distribution and can only be released to absorb losses. The Group’s joint ventures have not reached the legal capped amounts.
There are no contingent liabilities relating to the Group’s interest in joint ventures, and there are no contingent liabilities of the joint ventures themselves.
Quality Invest S.A.
In March 2011, Quality purchased an industrial plant owned by Nobleza Piccardo S.A.I.C.y F. (“Nobleza”), a major tobacco company in Argentina. The industrial plant is located in San Martin, Province of Buenos Aires, and is suitable for redevelopment into multiple uses. The purchase price was US$ 33.0 million. As part of the agreement, Nobleza requested the plant to be leased back to it for a maximum period of three years thus allowing it enough time to gradually moving its operations to the new site. On March 2, 2015, an Agreement Letter has been signed for the completion of lease agreement and restitution of San Martín plant. In April 2011, Quality requested the CNDC, to issue an advisory opinion on the obligation to notify the operation or not. Subsequently, the Court of Appeals confirmed the CNDC's decision regarding the obligation to notify and, therefore, on February 23, 2012, form F1 was filed, which is being processed as of the date of these financial statements are issued.
30
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
8. Interests in joint ventures (Continued)
As authorized by the relevant Ordinance, on January 20, 2015 Quality Invest S.A. entered into an Urbanization Agreement with the Municipality of San Martín which governs several regulatory aspects and sets forth a binding assignment of meters in exchange for cash contributions subject to formalization of certain administrative milestones included in the rezoning process. The Agreement contemplates a monetary compensation to the City Council totaling Ps. 40.0 million, payable in two installments of Ps. 20.0 million each. The first of such installments was actually paid on June 30, 2015.
Entertainment Holdings S.A.
During November 2012, IRSA Commercial Properties acquired shares of common stock, representing 50% of EHSA’s capital stock and votes and as a consequence IRSA Propiedades Comerciales holds a jointly indirect interest in LRSA of 25% which operates the fairground Predio Ferial de Buenos Aires.
In connection with the Fairground, as publicly known, in December 2012 the Executive Branch issued Executive Order 2552/12 that annulled an executive order dated 1991 which approved the sale of the Fairground to the SRA; the effect of this new order was to revoke the sale transaction. Subsequent to December 21, 2012, the Executive Branch notified the SRA of said executive order and further ordered that the property be returned to the Federal Government within 30 subsequent days. Then, the SRA issued a press release publicly disclosing the initiation of legal actions. Furthermore, as it has become publicly known, on August 21, 2013, the Supreme Court of Justice rejected the appeal filed by the National State against the interim measure timely requested by the SRA.
Neither has IRSA Commercial Properties been served notice formally nor is it a party involved in the legal actions brought by the SRA.
Given the potential dimension of the dispute, as it has been known to the public, we estimate that if Executive Order 2552/2012 was found to be unconstitutional, such order shall have no legal effects either in EHSA or in the acquisition by IRSA Commercial Properties of equity interest in EHSA. However, if the opposite happen, that is, a court order declaring the nullity of Executive Order 2699/91 could have a real impact on acquired assets. In this scenario, the judicial decision may render the purchase of the Plot of Land by SRA null and void , and all acts executed by SRA in relation to the Plot of Land, including the right of use currently held by the entity where EHSA has an indirect equity interest, through vehicle entities, would also become null and void.
On June 1, 2015, a ruling was issued in case 4573/2012 SOCIEDAD RURAL ARGENTINA vs. NATIONAL STATE – EXECUTIVE POWER ON DECLARATORY ACTION, whereby the injunction staying the effects of Executive Order 2552/12 was lifted.
31
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
8. Interests in joint ventures (Continued)
On June 2, 2015 the Sociedad Rural Argentina filed a writ of appeals against the ruling indicated above and on that same date the appeal was admitted with staying effects. While a decision on the appeal filed with the Court is pending, the motion to lift the injunction filed by the National State will have no effect.
On September 17, 2015 DIVISION II rejected the motion to lift the injunction, which decision was challenged by the National State by way of an Extraordinary Resource.
Notwithstanding the above, to the date we are not aware of any judicial measure petitioned by the owner of the Plot of Land and/or the National Government, or the corresponding appeals or rulings, may have affected the actual use of the Plot of Land.
There are no contingent liabilities relating to the Group’s interest in joint ventures, and there are no contingent liabilities of the joint ventures themselves, different to the mentioned above.
Puerto Retiro S.A. (“Puerto Retiro”)
On April 18, 2000, Puerto Retiro S.A. was notified of a filing made by the National Government, through the Ministry of Defense, to extend the petition in bankruptcy of Inversora Dársena Norte S.A. (Indarsa) to Puerto Retiro. At the request of plaintiff, the bankruptcy court for the Buenos Aires District issued an order restraining the ability of Puerto Retiro to sell or dispose in any manner the land.
Indarsa had acquired 90% of the capital stock of Tandanor to a formerly estate owned company in 1991. Tandanor is mainly engaged in ship repairs, which activity was carried out in premises with a surface of 19 hectares located near La Boca and where Syncrolift is currently installed.
Indarsa did not comply with the payment of the outstanding price for the acquisition of the stock of Tandanor, and therefore the Ministry of Defense requested the bankruptcy of Indarsa, pursuing to extend the bankruptcy to Puerto Retiro.
The evidence steps of the legal procedures have been completed Puerto Retiro appealed the precautionary measure, being the same confirmed by the Court on December 14, 2000. The parties have submitted their claims in due time. The file was passed for the judge to issue a pronouncement, the judge issued a decree adjourning the summoning of decisions to pronouncement in the understanding that there exists pre-judgment in respect of the penal cause filed against ex-officers of the Ministry of Defense and ex-directors of the Company. Consequently, the matter will not be solved until there is final judgment in penal jurisdiction.
32
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
8. Interests in joint ventures (Continued)
Notice has been served upon the commercial court that the criminal cause of action was declared extinguished by operation of the statutes of limitation and that the accused were acquitted. However, this ruling was revoked by the Criminal Cassation Court; an extraordinary remedy was filed, which was denied. Then a grievance remedy was filed with the Argentine Supreme Court, which has not yet decided on the dispute.
The Management and legal advisors of Puerto Retiro estimate that there are legal and technical arguments sufficient to consider that the request for bankruptcy will be denied by the court. However, given the current status of the case, we cannot predict its outcome.
In addition, Tandanor filed a civil action against Puerto Retiro and other accused parties in the criminal case for violation of section 174 subsection 5, under section 173 subsection 7 of Criminal Code. The claim expects that upon invalidation of executive order that approved the bid of Dársena Norte plot of land, Tandanor be reimbursed any other sum of money that it claims to have lost due to the alleged fraudulent purchase-sale transaction of the real property disputed in the case.
Puerto Retiro filed an answer to the complaint in due course in relation to the civil action, and filed some affirmative defenses. Tandanor requested the intervention of the National State as third party in the proceedings, which was admitted by the Court. In March 2015 both the National State and the plaintiffs answered the motion for affirmative defenses filed by the defendant. To date, no decision has been made regarding such defenses. Until the court rules on the admissibility of such affirmative defenses, we cannot predict the outcome; yet, there are some technical legal arguments that support the company’s position.
9. Interests in associates
As of June 30, 2015, the associates of the Group were Agro-Uranga S.A., Agromanagers S.A., New Lipstick LLC, BHSA, IDBD, Tarshop S.A., Manibil S.A., Lipstick Management LLC and Banco de Crédito y Securitización S.A. ("BACS").
As of September 30, 2015, the associates of the Group were Agro-Uranga S.A., Agromanagers S.A., Agrofy S.A., New Lipstick LLC, BHSA, IDBD, Tarshop S.A., Manibil S.A., Lipstick Management LLC and Banco de Crédito y Securitización S.A. ("BACS").
33
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
9. Interests in associates (Continued)
The evolution of the Group’s investments in associates for the three-month period ended September 30, 2015 and for the year ended June 30, 2015 were as follows:
|
September 30, 2015 |
|
June 30, 2015 |
Beginning of the year |
2,652,938 |
|
1,803,114 |
Acquisition of associates |
- |
|
1,254,306 |
Capital contribution |
34,374 |
|
30,937 |
Share of profit / (loss) |
65,433 |
|
(29,329) |
Currency translation adjustment |
34,788 |
|
87,476 |
Cash dividends (i) |
(2,422) |
|
(17,597) |
Disposal of associates |
- |
|
(33,768) |
Reclassification to financial instruments (Note 4) |
- |
|
(30,089) |
Unrealized gain from investments at fair value |
(557,923) |
|
(412,112) |
End of the period / year (ii) |
2,227,188 |
|
2,652,938 |
(i) During the three-month period ended September 30, 2015, the Group cashed dividends from Agro-Uranga S.A. in the amount of Ps. 0.5 million. During the year 2015, the Group cash dividends from Agro-Uranga S.A. and BHSA in the amount of Ps. 4.7 million and Ps. 12.9 million, respectively.
(ii) Includes a balance of Ps. (384,488) and Ps. (362,931) reflecting interests in companies with negative equity as of September 30, 2015 and June 30, 2015, respectively, which are reclassified to “Provisions” (see note 24).
Restrictions, commitments and other matters related to associates
According to Argentine law, 5% of the profit of the year is separated to constitute a legal reserve until they reach legal capped amounts (20% of total capital). This legal reserve is not available for dividend distribution and can only be released to absorb losses. The Group’s associates under this law have not reached the legal limits of this reserve.
There are no contingent liabilities relating to the Group’s interest in associates, and there are no contingent liabilities of the associates themselves.
Tarshop S.A.
Over the past two fiscal years, the BCRA modified certain aspects of the regulatory framework carried out by Tarshop S.A. Based on these changes, our Associate is going through a business reformulation process.
In addition, during October 2014 Banco Hipotecario S.A and IRSA CP approved a gradual capitalization plan to be carried out by shareholders pro rata their holdings; the first tranche of such capitalization has already been made for a total amount of Ps. 110.0 million.
34
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
9. Interests in associates (Continued)
Non-competition agreement for the sale of the equity interest
Due to the sale assignment and transfer of the 80% of the equity interest in Tarshop to BHSA, made during the fiscal year ended June 30, 2011, the Group committed itself to not competing for 5 years in the credit card and/or consumer loan business in which Tarshop has a presence.
New Lipstick
New Lipstick has a pledge over the shares of its operating subsidiary Metropolitan 885 Third Avenue Leasehold LLC (“Metropolitan”). Metropolitan owns the building known as Lipstick Building in Manhattan.
Rigby 183 LLC
During fiscal year 2015 Rigby has received notification from the State of New York in relation to the tax on the transfer of real property associated to the sale of shareholdings between shareholders in 2012. The amount claimed amounted to US$ 0.5 million. In September 2015, the State of New York notified the ruling in favor of Rigby, thereby dismissing the claim made.
IDBD
Under the Agreement, Dolphin and ETH promised to participate on a joint and several basis in the capital increases resolved by IDBD’s Board of Directors in order to carry out its business plan for 2014 and 2015, for at least NIS 300 million in 2014 and NIS 500 million in 2015. As of September 30, 2015, Dolphin has contributed NIS 668.6 million in aggregate (NIS 400 million of which are creditable against its commitment) and ETH has contributed NIS 203.5 million in IDBD. In this way, Dolphin has completed its committed contributions, while IDBD is claiming from ETH, and Dolphin, under its joint and several liability, to pay the balance committed by ETH for an aggregate of NIS 196.5 million (equivalent to approximately US$ 50.1 million at the exchange rate prevailing as of September 30, 2015).
35
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
9. Interests in associates (Continued)
Moreover, as part of the Arrangement, Dolphin and ETH promised jointly and severally to make Tender Offers for the purchase of IDBD’s shares for a total amount of NIS 512.09 million (equivalent to approximately US$ 128 million at the exchange rate prevailing as of September 30, 2015), as follows: (i) by December 31, 2015 at least NIS 249.8 million for a price per share of NIS 7.798 (value as of September 30, 2015, subject to adjustment) and (ii) by December 31, 2016, for at least NIS 512.09 million, less the offer made in 2015, for a price per share of NIS 8.188 (value as of September 30, 2015, subject to adjustment). As security for the performance of the tender offers, a total of 34,130,119 shares in IDBD were pledged as of September 30, 2015. In addition, as of September 30, 2015, 49,695,135 shares, 23,950,072 Series 4 warrants, 22,752,569 Series 5 warrants and 20,357,561 Series 6 warrants of IDBD held by Dolphin were deposited in escrow as pledge collateral, and are expected to be soon transferred to an account not subject to pledge. As of the date of issuance of these financial statements, the Tender Offer has not been consummated.
On May 12, 2014, IDBD’s shares became listed on the TASE. Consequently, all the shares acquired to date (including the pledged shares) were deposited in escrow with Bank Leumi Le-Israel as security in compliance with the lock-up provisions set forth in Chapter D of the TASE Regulations, which provide that initially listed shares may not be disposed of for a term of 18 months and allow the release of 2.5% per month beginning on the fourth month since the initial listing date. Hence, in accordance with TASE Rules applicable to September 30, 2015, 5,240,822 shares and 335,715 warrants of Series 3 were still deposited under the terms described above. The lock-up provisions will be effective up to November 12, 2015.
Furthermore, Dolphin promised to inject funds in IDBD, directly or through an affiliated company, for at least NIS 256 million and up to NIS 400 million, as follows: (i) NIS 256 million through the exercise of the New Rights arising from the Rights Offering by Dolphin; (ii) an additional investment (the “Additional Investment”) for an amount equivalent to (a) the Maximum Immediate Payment (as such term is defined in Note 3 to the Consolidated Financial Statements for the fiscal year ended June 30, 2015), less (b) the amount received by IDBD under the Rights Offering, excluding the exercise of the new warrants, but in no case for an amount higher than NIS 144 million. The Additional Investment will be made by Dolphin or a vehicle controlled by Eduardo Sergio Elsztain exercising additional rights to be acquired by them or, if such rights are not acquired, by participating in another rights offering to be made by IDBD. On February 10, 2015, Dolphin subscribed a total of NIS 391.5 million, with a remaining contribution commitment of NIS 8.5 million.
36
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
9. Interests in associates (Continued)
Furthermore, as established in Note 3, Dolphin agreed to (i) exercise Series 4 of Warrants for a total amount of NIS 150 million, provided it is so requested by the Board of IDBD within 6 to 12 months of the Rights Offering date, and (ii) exercise the remaining warrants of Series 4, and Series 5 and 6 received as part of the Rights Offering, if two conditions are simultaneously met, to wit: (a) that IDBD and its lenders reach an agreement to amend some covenants, and (b) that the Commissioner of Capital Markets, Insurance and Savings of Israel approves control over Clal.
On May 6, 2015, Dolphin submitted to IDBD's Board of Directors the following binding and irrevocable proposal, which provided, among others, that Dolphin (directly or through any vehicle controlled by Eduardo Sergio Elsztain), promises to make a capital injection for up to NIS 100 million in IDBD, subject to the following conditions, among others:
(a) That IDBD make a public offering of its shares, under terms acceptable to the market and approved by IDBD’s Board of Directors, for an amount of at least NIS 100 million and not to exceed NIS 125 million, and that the offering is made between October 1, 2015 and November 15, 2015.
(b) The commitment assumed by Dolphin would automatically expire upon the occurrence of any of the following events before the day of the public auction under the public offering: (i) if any of IDBD’s creditors or any of the representatives of IDBD’s bondholders files legal actions against IDBD, including a complaint seeking the early or immediate repayment or acceleration of any portion of IDBD’s debt; (ii) if a meeting of any of IDBD’s bondholders is called including in its agenda any of the matters set forth in paragraph (ii); (iii) if IDBD receives capital contributions for a total amount of NIS 100 million in any manner, whether through a rights offering, the exercise of warrants, a private or public placement, and if such contributions are made by Dolphin directly or through any vehicle controlled by Eduardo Sergio Elsztain (apart from the capital contributions creditable against the NIS 158.5 million obligation under Dolphin’s irrevocable proposal dated December 29, 2014), or by any other individual or legal entity, or the investor public, and at any event when the aggregate amount of such capital contributions under paragraph 5 (d) (iii) of the proposal so submitted is lower than NIS 100 million, Dolphin’s commitment under Section 5 (c) above would be reduced accordingly; or (iv) if an adverse event or change occurs in IDBD or its control structure or in any of its material affiliates.
On May 7, IDBD's Board of Directors approved the proposal.
37
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
9. Interests in associates (Continued)
On June 29, 2015, Dolphin submitted an irrevocable proposal to IDBD and DIC (the “Proposal Sent to IDBD and DIC”) which offered that, subject to its approval by the Boards of Directors of both companies, DIC would start as soon as possible a rights offering for up to approximately NIS 500 million (“DIC’s Rights Offering”) (equivalent to US$ 127.4 million at the exchange rate prevailing as of September 30, 2015). Under DIC’s Rights Offering, each shareholder of the company would receive, for no consideration, DIC’s right units consisting of 4 series of warrants issued by DIC (which would be registered for trading in the TASE), each of which would be exercisable for one common share of DIC (“DIC’s Warrants”), with the following features:
- DIC’s Warrants would be divided into 4 series, and the exercise price of each of such series would be approximately NIS 125 million, as follows:
o The first series of warrants would be exercisable until December 21, 2015, for a price to be determined based on acceptable market conditions and after consultation with capital market experts, but in no case for a higher price than NIS 6.53 (“DIC’s 1 Warrants”).
o The second series of warrants would be exercisable until December 21, 2016, for an exercise price equivalent to 110% of DIC’s 1 Warrants’ exercise price.
o The third series of warrants would be exercisable until December 21, 2017, for an exercise price of: (i) 110% of DIC’s 1 Warrants’ exercise price, in the event they are exercised before December 21, 2016; or (ii) 120 % of DIC’s 1 Warrants’ exercise price if they are exercised between December 21, 2016 and December 21, 2017.
o The fourth series of warrants would be exercisable until December 21, 2018, for an exercise price of: (i) 110 % of DIC’s 1 Warrants’ exercise price, in the event they are exercised before December 21, 2016; or (ii) 130 % of DIC’s 1 Warrants’ exercise price if they are exercised between December 21, 2016 and December 21, 2018.
- As part of DIC’s Rights Offering, IDBD would promise to exercise all DIC’s 1 Warrants issued in favor of IDBD, for a total amount of approximately NIS 92.5 million (“IDBD’s Investment Amount”) by December 21, 2015, provided that the following conditions have been satisfied as of such date:
o IDBD should have the written consent of IDBD’s main lenders for IDBD to exercise DIC’s 1 Warrants issued in its favor under DIC’s Rights Offering.
o IDBD should have conducted and completed a Rights Public Offering (as such term is defined below), under which it should have raised an amount of at least NIS 200 million.
38
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
9. Interests in associates (Continued)
o IDBD should have received the written consent of its main lenders in order for any amount injected as capital in IDBD after the date of such proposal in excess of NIS 100 million and up to NIS 350 million, to be used at any time for injection from IDBD into DIC, through any capital injection method.
- In turn, Dolphin proposes the following to IDBD:
o IDBD’s public offering amount under Dolphin’s proposal dated May 6 would be increased by at least NIS 100 million and up to NIS 125 million (the “Rights Public Offering under the Proposal to IDBD and DIC”). In other words, the total amount would be increased from a minimum of NIS 100 million to a maximum of NIS 200 million, and the maximum amount would be increased from a maximum of NIS 125 million to a maximum of NIS 250 million (the “Total Increased Amount”).
o Therefore, Dolphin’s obligation to participate in the Rights Public Offering under the Proposal to IDBD and DIC would be increased (compared to the proposal dated May 6, 2015) by an amount equal to the difference between the Total Increased Amount and the total amount of commitments received, always provided that such amount were not higher than NIS 200 million (the “Capital Contribution Amount”).
o The approval of this proposal would constitute IDBD’s confirmation and approval that all of Dolphin’s commitments under this proposal would imply the full and complete settlement of its remaining obligations to inject NIS 8.5 million in IDBD, pursuant to Dolphin’s irrevocable proposal dated December 29, 2014.
o Dolphin’s commitment would automatically expire upon the occurrence of any of the following events: (i) if any of DIC’s creditors or any of the trustees of DIC’s bonds filed any legal action against DIC, including a complaint seeking the early repayment or acceleration of any portion of DIC’s debt; and/or (ii) if any meeting of DIC’s bondholders included in its agenda any one or more of the following matters: (a) appointment of advisers (financial, legal or otherwise); (b) appointment of a committee of representatives of DIC’s bondholders; (c) filing of any legal action against DIC; and/or (d) complaints for early or immediate repayment of any portion of DIC’s debt, or any similar discussion.
- The Proposal to IDBD and DIC was binding and irrevocable, and it was valid up to July 13, 2015 and expired on such date if the Boards of Directors of IDBD and DIC did not accept it and approve it unconditionally. The Proposal to IDBD and DIC was approved by IDBD’s Board of Directors on July 16, 2015.
39
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
9. Interests in associates (Continued)
On July 9 and 16, 2015, Dolphin submitted explanations on the Proposal to IDBD and DIC. On July 9, 2015, the main explanations were as follows:
- The termination or expiration of the Proposal to IDBD and DIC would not repeal the commitments undertaken by Dolphin under the proposal submitted by Dolphin to IDBD on May 6, 2015, always provided that such commitments continued in full force and effect subject to the proposed terms, or Dolphin’s remaining commitment to inject NIS 8.5 million in IDBD pursuant to its irrevocable proposal dated December 29, 2014.
- A further condition would be added to the Proposal to IDBD and DIC whereby if Dolphin’s interest in the rights public offering were lower than NIS 8.5 million, Dolphin would remain obliged vis-à-vis IDBD to inject the remaining amount arising from subtracting NIS 8.5 million and the amount effectively injected at this instance by Dolphin.
- IDBD would replace its commitment to exercise DIC’s Series 1 warrants for NIS 92.5 million with the commitment to exercise the Series 1 warrants for at least the amount that results from subtracting: (a) the Capital Contribution Amount and (b) NIS 100 million; always provided that such amount does not exceed NIS 92.5 million.
On July 13, 2015, Dolphin extended the maturity of the Proposal to IDBD and DIC until July 16, 2015.
In addition, on July 16, 2015, Dolphin submitted additional explanations on the Proposal to IDBD and DIC dated June 29, 2015 and July 9, 2015, which provided as follows:
- Dolphin agrees that the new shares to be acquired by Dolphin or any entity controlled by Eduardo Sergio Elsztain under the public offering of shares to be made by IDBD during October 2015 would not grant to it the right to participate in the Tender Offer (as such term is defined in Note 3 to Consolidated Financial Statements for the fiscal year ended June 30, 2015) always provided that such new shares are still held by Dolphin or an entity controlled by Eduardo Sergio Elsztain. Notwithstanding, nothing will prevent Dolphin and/or the entity controlled by Eduardo Sergio Elsztain that holds such new shares to be acquired under the public offering to be made in October 2015 by IDBD from freely disposing of them.
40
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
9. Interests in associates (Continued)
On July 16, 2015, IDBD’s Board of Directors approved a capital increase by means of a public offering pursuant to the terms proposed by Dolphin in the Proposal to IDBD and DIC, and to exercise DIC’s warrants, all based on Dolphin’s irrevocable commitment to participate in the referred capital increase. IDBD plans to carry out the public offering between October and November 2015, subject to the company’s corporate approvals, other statutory consents required and the fact that the exercise of DIC’s warrants can be made pursuant to the terms and conditions set forth in Dolphin’s proposal. Additionally, on July 16, 2015, DIC’s Board of Directors accepted the Proposal to IDBD and DIC and instructed its management to take such steps as necessary in order to make a rights offering pursuant to Dolphin’s proposal. On August 27, 2015 DIC published the rights offering prospectus and on September 6, 2014 DIC issued 4 series of warrants to its shareholders. As of the date of submittal of these financial statements, IDBD had not completed the capital injection in DIC.
On August 16, 2015 and amended on September 9, 2015, the Arrangement Trustees submitted a petition to the competent court (the "Petition of the Arrangement Trustees"), including Dolphin and IFISA among other stakeholders, for it to determine whether: (a) IFISA would be subject to the commitments related to the Tender Offer under identical terms as Dolphin; (b) the shares held by any other company controlled by Eduardo Sergio Elsztain (including Dolphin) would not be eligible to take part in the Tender Offer; and (c) the shares held by any company controlled by Eduardo Sergio Elsztain (including Dolphin) and transferred to other entities would not be eligible to take part in the Tender Offer.
On September 29, 2015 the Arrangement Trustees submitted a petition to the competent court for it to issue a temporary order prohibiting Dolphin, IFISA and others to carry out any transactions with IDBD’s shares until the court decided on the petition made by the Arrangement Trustees. See Note 41 for further information.
41
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
10. Investment properties
Changes in the Group’s investment properties for the three-month period ended September 30, 2015 and for the year ended June 30, 2015 were as follows:
|
Shopping Center Properties |
|
Office buildings and other rental properties portfolio |
|
Undeveloped parcels of land |
|
Leased out farmland |
|
Properties under development (ii) |
|
Total |
Year ended June 30, 2015 |
|
|
|
|
|
|
|
|
|
|
|
Opening net book amount |
1,791,947 |
|
825,858 |
|
421,520 |
|
51,434 |
|
363,857 |
|
3,454,616 |
Additions |
60,361 |
|
5,893 |
|
1,569 |
|
8,354 |
|
173,500 |
|
249,677 |
Reclassification to available for sale |
(3,107) |
|
- |
|
- |
|
- |
|
- |
|
(3,107) |
Reclassification to property, plant and equipment |
(140) |
|
(8,305) |
|
- |
|
(11,732) |
|
(8,779) |
|
(28,956) |
Reclassification of property, plant and equipment |
- |
|
20,224 |
|
- |
|
40,521 |
|
- |
|
60,745 |
Capitalized borrowing costs |
- |
|
- |
|
- |
|
- |
|
12,957 |
|
12,957 |
Disposals |
(114) |
|
(102,599) |
|
(3,251) |
|
(192) |
|
(2,077) |
|
(108,233) |
Depreciation charge (i) |
(124,790) |
|
(26,769) |
|
- |
|
(5,237) |
|
- |
|
(156,796) |
Currency translation adjustment |
- |
|
- |
|
- |
|
(5,944) |
|
- |
|
(5,944) |
Transfers |
491,047 |
|
23,080 |
|
25,331 |
|
- |
|
(539,458) |
|
- |
Closing net book amount |
2,215,204 |
|
737,382 |
|
445,169 |
|
77,204 |
|
- |
|
3,474,959 |
At June 30, 2015 |
|
|
|
|
|
|
|
|
|
|
|
Cost |
3,736,761 |
|
1,028,507 |
|
445,169 |
|
77,204 |
|
- |
|
5,287,641 |
Accumulated depreciation |
(1,521,557) |
|
(291,125) |
|
- |
|
- |
|
- |
|
(1,812,682) |
Net book amount |
2,215,204 |
|
737,382 |
|
445,169 |
|
77,204 |
|
- |
|
3,474,959 |
Period ended September 30, 2015 |
|
|
|
|
|
|
|
|
|
|
|
Opening net book amount |
2,215,204 |
|
737,382 |
|
445,169 |
|
77,204 |
|
- |
|
3,474,959 |
Additions |
45,968 |
|
811 |
|
- |
|
147 |
|
- |
|
46,926 |
Reclassification of property, plant and equipment |
- |
|
4,317 |
|
- |
|
(238) |
|
- |
|
4,079 |
Disposals |
- |
|
(26,439) |
|
(3,558) |
|
(849) |
|
- |
|
(30,846) |
Depreciation charge (i) |
(36,621) |
|
(10,296) |
|
- |
|
(136) |
|
- |
|
(47,053) |
Currency translation adjustment |
- |
|
- |
|
- |
|
(12,366) |
|
- |
|
(12,366) |
Closing net book amount |
2,224,551 |
|
705,775 |
|
441,611 |
|
63,762 |
|
- |
|
3,435,699 |
At September 30, 2015 |
|
|
|
|
|
|
|
|
|
|
|
Cost |
3,754,784 |
|
989,022 |
|
441,611 |
|
63,762 |
|
- |
|
5,249,179 |
Accumulated depreciation |
(1,530,233) |
|
(283,247) |
|
- |
|
- |
|
- |
|
(1,813,480) |
Net book amount |
2,224,551 |
|
705,775 |
|
441,611 |
|
63,762 |
|
- |
|
3,435,699 |
(i) Depreciation charge of investment property has been charged in “Costs” in the income statements (Note 30).
(ii) Includes transfers due to the inauguration of Alto Comahue and Distrito Arcos Shopping Centers.
42
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
10. Investment properties (Continued)
The following amounts have been recognized in the income statements:
|
September 30, 2015 |
|
September 30, 2014 |
Rental and service income |
856,374 |
|
689,599 |
Direct operating expenses |
348,896 |
|
286,255 |
Development expenses |
1,910 |
|
563 |
Gain from disposal of investment properties |
383,585 |
|
316,767 |
Borrowing costs incurred during the three-month period ended September 30, 2014 of Ps. 2,034, were capitalized at the rate of the Company’s general borrowings, which amounts to 15%. Those costs correspond to Alto Comahue. Capitalization of financial costs has ceased since the completion of the shopping mall, therefore, financial costs have not been capitalized as of September 30, 2015.
Arcos del Gourmet
Injunction order:
In December 2013, the Judicial Branch confirmed an injunction order that suspended the opening of the shopping center on the grounds that it did not have certain governmental permits in the context of two legal proceedings, where a final decision has been rendered for the company.
The plaintiff filed a petition for the continuation of the preliminary injunction by means of an extraordinary appeal of unconstitutionality which was by the lower and appellate courts; consequently, it filed an appeal with the Supreme Court of Justice of the Autonomous City of Buenos Aires, which so far has not rendered a decision.
Nowadays, the Shopping Center Distrito Arcos is open to the public and operating normally.
Concession Status:
The National State issued Executive Order 1723/2012 whereby several plots of land located in prior rail yards of Palermo, Liniers and Caballito rail stations ceased to be used for rail purposes, in order to be used for development of integral urbanization projects.
43
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
10. Investment properties (Continued)
In this respect and as part of several measures related to other licensed persons and/or concessionaires, we have notified in the file of proceedings of the corresponding Resolution 170/2014 revoking the Contract for Reformulation of the Concession of Rights of use and Development N° AF000261 issued by the Agencia de Administración de Bienes del Estado (State Assets Administration Office, or AABE as per its Spanish acronym).
It should further be pointed out that such measure:
(i) has not been adopted due to non-compliance of our controlled company;
(ii) to the date has not involved the interruption of the commercial development or operation of the shopping center, which continues to operate under normal conditions;
Notwithstanding the foregoing, Arcos del Gourmet S.A. has filed the relevant administrative remedies (appeal) and has also filed a judicial action requesting that the revocation of such concession be overruled.
Furthermore, it has started a so-called “juicio de consignación”, that is an action where the plaintiff deposits with the court sums of money that the defendant refuses to accept. Under this legal action, the company has deposited in due time and form all rental payments under the Contract for Reformulation of the Concession of Rights of Use and Development, which the Company considers to have been unduly revoked.
44
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
11. Property, plant and equipment
Changes in the Group’s property, plant and equipment for the three-month period ended September 30, 2015 and for the year ended June 30, 2015 were as follows:
|
Owner occupied farmland |
|
Hotel buildings and facilities |
|
Other buildings and facilities |
|
Furniture and fixtures |
|
Machinery and equipment |
|
Vehicles |
|
Total |
Year ended June 30, 2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Opening net book amount |
2,057,194 |
|
175,745 |
|
66,744 |
|
10,838 |
|
65,185 |
|
6,250 |
|
2,381,956 |
Currency translation adjustment |
(223,146) |
|
- |
|
(6,364) |
|
(449) |
|
(7,082) |
|
80 |
|
(236,961) |
Additions |
153,336 |
|
14,737 |
|
14,892 |
|
3,442 |
|
28,980 |
|
7,572 |
|
222,959 |
Reclassifications of investment properties |
11,732 |
|
- |
|
8,305 |
|
3,618 |
|
5,301 |
|
- |
|
28,956 |
Reclassifications to investment properties |
(50,341) |
|
- |
|
(10,404) |
|
- |
|
- |
|
- |
|
(60,745) |
Disposals |
(255,345) |
|
(3,508) |
|
(2,125) |
|
(775) |
|
(2,779) |
|
(407) |
|
(264,939) |
Depreciation charge (i) |
(53,606) |
|
(15,097) |
|
(3,751) |
|
(2,220) |
|
(16,596) |
|
(2,761) |
|
(94,031) |
Closing net book amount |
1,639,824 |
|
171,877 |
|
67,297 |
|
14,454 |
|
73,009 |
|
10,734 |
|
1,977,195 |
At June 30, 2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost |
1,832,645 |
|
414,310 |
|
146,297 |
|
30,753 |
|
213,231 |
|
19,563 |
|
2,656,799 |
Accumulated depreciation |
(192,821) |
|
(242,433) |
|
(79,000) |
|
(16,299) |
|
(140,222) |
|
(8,829) |
|
(679,604) |
Net book amount |
1,639,824 |
|
171,877 |
|
67,297 |
|
14,454 |
|
73,009 |
|
10,734 |
|
1,977,195 |
Period ended September 30, 2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Opening net book amount |
1,639,824 |
|
171,877 |
|
67,297 |
|
14,454 |
|
73,009 |
|
10,734 |
|
1,977,195 |
Currency translation adjustment |
(139,102) |
|
- |
|
(1,231) |
|
(264) |
|
(4,327) |
|
335 |
|
(144,589) |
Additions |
10,689 |
|
2,456 |
|
92 |
|
556 |
|
6,537 |
|
- |
|
20,330 |
Reclassifications to investment properties |
238 |
|
- |
|
(4,317) |
|
- |
|
- |
|
- |
|
(4,079) |
Disposals |
(47) |
|
- |
|
(8) |
|
- |
|
(31) |
|
(110) |
|
(196) |
Depreciation charge (i) |
(10,817) |
|
(3,636) |
|
(959) |
|
(611) |
|
(5,027) |
|
(796) |
|
(21,846) |
Closing net book amount |
1,500,785 |
|
170,697 |
|
60,874 |
|
14,135 |
|
70,161 |
|
10,163 |
|
1,826,815 |
As of September 30, 2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost |
1,911,187 |
|
414,755 |
|
131,968 |
|
29,681 |
|
188,446 |
|
19,623 |
|
2,695,660 |
Accumulated depreciation |
(410,402) |
|
(244,058) |
|
(71,094) |
|
(15,546) |
|
(118,285) |
|
(9,460) |
|
(868,845) |
Net book amount |
1,500,785 |
|
170,697 |
|
60,874 |
|
14,135 |
|
70,161 |
|
10,163 |
|
1,826,815 |
(i) For the three-month period ended as of September 30, 2015, the depreciation charges of property, plant and equipment were included as follows: Ps. 1,681 under the line item “General and administrative expenses”, Ps. 152 under the line item “Selling expenses” and Ps. 21,264 under the line item “Cost” in the income statements. For the fiscal year ended June 30, 2015, depreciation charges were included under the line item “Costs” for an amount of Ps. 87,139, "General and administrative expenses" for an amount of Ps. 5,663 and “Selling expenses” for an amount of Ps. 1,229, in the income statements.
45
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
12. Trading properties
Changes in the Group’s trading property for the three-month period ended September 30, 2015 and for the year ended June 30, 2015 were as follows:
|
Completed properties |
|
Properties under development |
|
Undeveloped sites |
|
Total |
At June 30, 2014 |
6,731 |
|
119,188 |
|
11,232 |
|
137,151 |
Additions |
- |
|
1,066 |
|
- |
|
1,066 |
Currency translation adjustments |
- |
|
(6,124) |
|
- |
|
(6,124) |
Reclassifications investment properties |
- |
|
- |
|
3,107 |
|
3,107 |
Disposals |
(2,246) |
|
- |
|
- |
|
(2,246) |
At June 30, 2015 |
4,485 |
|
114,130 |
|
14,339 |
|
132,954 |
Additions |
- |
|
103 |
|
- |
|
103 |
Currency translation adjustments |
- |
|
(3,945) |
|
- |
|
(3,945) |
Disposals |
(1,400) |
|
- |
|
- |
|
(1,400) |
At September 30, 2015 |
3,085 |
|
110,288 |
|
14,339 |
|
127,712 |
46
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
13. Intangible assets
Changes in the Group’s intangible assets for the three-month period ended as of September 30, 2015 and for the year ended June 30, 2015 were as follows:
|
Goodwill |
|
Computer software |
|
Rights of use |
|
Units to be received (ii) |
|
Others |
|
Total |
Year ended June 30, 2015 |
|
|
|
|
|
|
|
|
|
|
|
Opening net book amount |
29,977 |
|
9,760 |
|
39,187 |
|
85,077 |
|
11,006 |
|
175,007 |
Currency translation adjustment |
(2,022) |
|
(1,565) |
|
- |
|
- |
|
- |
|
(3,587) |
Additions |
- |
|
6,391 |
|
- |
|
5,409 |
|
- |
|
11,800 |
Disposals |
(343) |
|
(119) |
|
- |
|
- |
|
- |
|
(462) |
Amortization charge (i) |
- |
|
(4,625) |
|
(1,224) |
|
- |
|
(1,146) |
|
(6,995) |
Closing net book amount |
27,612 |
|
9,842 |
|
37,963 |
|
90,486 |
|
9,860 |
|
175,763 |
At June 30, 2015 |
|
|
|
|
|
|
|
|
|
|
|
Cost |
27,612 |
|
41,387 |
|
40,692 |
|
90,486 |
|
11,862 |
|
212,039 |
Accumulated amortization |
- |
|
(31,545) |
|
(2,729) |
|
- |
|
(2,002) |
|
(36,276) |
Net book amount |
27,612 |
|
9,842 |
|
37,963 |
|
90,486 |
|
9,860 |
|
175,763 |
Period ended September 30, 2015 |
|
|
|
|
|
|
|
|
|
|
|
Opening net book amount |
27,612 |
|
9,842 |
|
37,963 |
|
90,486 |
|
9,860 |
|
175,763 |
Currency translation adjustments |
(1,479) |
|
(1,086) |
|
- |
|
- |
|
- |
|
(2,565) |
Additions |
- |
|
1,172 |
|
- |
|
- |
|
- |
|
1,172 |
Disposals |
- |
|
(1,233) |
|
- |
|
- |
|
- |
|
(1,233) |
Amortization charge (i) |
- |
|
(635) |
|
(423) |
|
- |
|
(549) |
|
(1,607) |
Closing net book amount |
26,133 |
|
8,060 |
|
37,540 |
|
90,486 |
|
9,311 |
|
171,530 |
At September 30, 2015 |
|
|
|
|
|
|
|
|
|
|
|
Cost |
26,133 |
|
27,512 |
|
40,692 |
|
90,486 |
|
11,861 |
|
196,684 |
Accumulated amortization |
- |
|
(19,452) |
|
(3,152) |
|
- |
|
(2,550) |
|
(25,154) |
Net book amount |
26,133 |
|
8,060 |
|
37,540 |
|
90,486 |
|
9,311 |
|
171,530 |
(i) Amortization charges are included in “General and administrative expenses” in the Income statements. (Note 30). There is no impairment charges for any of the periods presented.
(ii) Correspond to receivables in kind representing the right to receive residential apartments in the future by way of barter agreements.
47
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
14. Biological assets
Changes in the Group’s biological assets for the three-month period ended September 30, 2015 and for the year ended June 30, 2015 were as follows:
|
September 30, 2015 |
|
June 30, 2015 |
Beginning of the year |
578,877 |
|
640,683 |
Purchases |
838 |
|
14,970 |
Initial recognition and changes in the fair value of biological assets |
193,724 |
|
1,235,377 |
Decrease due to harvest |
(178,747) |
|
(1,157,598) |
Decrease due to sales |
(49,181) |
|
(128,164) |
Addition from lease agreement |
- |
|
22,474 |
Consume |
(569) |
|
(1,838) |
Currency translation adjustment |
(14,488) |
|
(47,027) |
End of the period / year |
530,454 |
|
578,877 |
Biological assets as of September 30, 2015 and June 30, 2015 were as follows:
|
Classification |
|
September 30, 2015 |
|
June 30, 2015 |
Non-current |
|
|
|
|
|
Cattle for dairy production |
Production |
|
39,024 |
|
40,478 |
Breeding cattle |
Production |
|
306,482 |
|
293,709 |
Sugarcane fields |
Production |
|
59,822 |
|
113,122 |
Other cattle |
Production |
|
6,130 |
|
6,175 |
Others biological assets |
Production |
|
5,187 |
|
5,395 |
Non-current biological assets |
|
|
416,645 |
|
458,879 |
Current |
|
|
|
|
|
Cattle for dairy production |
Consumable |
|
6 |
|
77 |
Cattle for sale |
Consumable |
|
34,435 |
|
64,845 |
Crops fields |
Consumable |
|
78,274 |
|
53,828 |
Other cattle |
Consumable |
|
1,094 |
|
1,248 |
Current biological assets |
|
|
113,809 |
|
119,998 |
Total biological assets |
|
|
530,454 |
|
578,877 |
The fair value less estimated point of sale costs of agricultural produce at the point of harvest amount to Ps. 193,008 and Ps. 1,218,242 for the period ended September 30, 2015 and for the year ended June 30, 2015, respectively.
48
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
14. Biological assets (Continued)
The following tables present the Group’s biological assets measured at fair value as of September 30, 2015 and June 30, 2015 and their allocation to the fair value hierarchy:
|
September 30, 2015 | ||||||
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
Total |
Cattle for dairy production |
- |
|
39,030 |
|
- |
|
39,030 |
Breeding cattle and cattle for sale |
- |
|
340,917 |
|
- |
|
340,917 |
Sugarcane fields |
- |
|
- |
|
59,822 |
|
59,822 |
Other cattle |
- |
|
7,224 |
|
- |
|
7,224 |
Others biological assets |
5,187 |
(i) |
- |
|
- |
|
5,187 |
Crops fields |
72,582 |
(i) |
- |
|
5,692 |
|
78,274 |
Total |
77,769 |
|
387,171 |
|
65,514 |
|
530,454 |
|
June 30, 2015 | ||||||
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
Total |
Cattle for dairy production |
- |
|
40,555 |
|
- |
|
40,555 |
Breeding cattle and cattle for sale |
- |
|
358,554 |
|
- |
|
358,554 |
Sugarcane fields |
- |
|
- |
|
113,122 |
|
113,122 |
Other cattle |
- |
|
7,423 |
|
- |
|
7,423 |
Others biological assets |
5,395 |
(i) |
- |
|
- |
|
5,395 |
Crops fields |
13,477 |
(i) |
- |
|
40,351 |
|
53,828 |
Total |
18,872 |
|
406,532 |
|
153,473 |
|
578,877 |
(i) Biological assets that has no significant growth, valued at cost, since it is considered that this value is similar to fair value.
The following table presents the changes in Level 3 instruments for the three-month period ended September 30, 2015 and the year ended June 30, 2015:
|
Crops fields with significant biological growth |
|
Sugarcane |
At June 30, 2014 |
136,620 |
|
142,873 |
Initial recognition and changes in the fair value of biological assets |
462,116 |
|
162,352 |
Harvest |
(557,591) |
|
(198,026) |
Addition from lease agreement |
- |
|
22,474 |
Currency translation adjustment |
(794) |
|
(16,551) |
At June 30, 2015 |
40,351 |
|
113,122 |
Initial recognition and changes in the fair value of biological assets |
30,605 |
|
65,826 |
Harvest |
(66,911) |
|
(106,360) |
Currency translation adjustment |
1,647 |
|
(12,766) |
At September 30, 2015 |
5,692 |
|
59,822 |
49
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
14. Biological assets (Continued)
When no quoted prices in an active market are available, values are based on recognized valuation methods. The company uses a range of valuation models for the measurement of Level 2 and Level 3 biological assets. The following table presents models and main parameters:
Level 2
Description |
Pricing model |
Parameters | ||
Cattle |
Comparable market |
Price per livestock head/kg and per category |
Level 3
Description |
Pricing model |
Pricing method |
Parameters |
Range | ||||
Crops |
Discounted cash flows |
- |
Yields – Operating cost –Selling expenses – Future of sale prices |
Argentina: | ||||
Yields: 2 - 7.8 tn/ha | ||||||||
Future sale prices: 1,081 - 1,109 Ps./tn | ||||||||
Selling expenses: 448 - 699 Ps./tn | ||||||||
Operating cost: 1,069 - 2,015 Ps./ha | ||||||||
Bolivia: | ||||||||
Yields: 2.27 - 5 tn/ha | ||||||||
Future of sale prices: 135 - 302 US$/tn | ||||||||
Selling expenses: 24.3 US$/tn | ||||||||
Operating cost: 135 – 137 US$/tn | ||||||||
Sugarcane |
Discounted cash flows |
- |
Yields – Operating cost –Selling expenses – Future of sale prices Discount rate |
Brazil: | ||||
Yields: 80.74 tn/ha | ||||||||
Future of sale prices: 71.31 Rs./tn | ||||||||
Operating cost: 57.37 Rs./tn | ||||||||
Bolivia: | ||||||||
Yields: 56 - 115 tn/ha | ||||||||
Future of sale prices: 23.03 – 19.76 US$/tn | ||||||||
Selling expenses: 4.5 US$/tn | ||||||||
Operating cost: 275 – 500 US$/tn | ||||||||
Discount rate: 11.47% |
During the three-month period ended September 30, 2015 and the year ended June 30, 2015 there have been no transfers between the several tiers used in estimating the fair value of the Group’s biological assets, or reclassifications among their respective categories.
50
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
14. Biological assets (Continued)
See information on valuation processes used by the entity and on the sensitivity of fair value valuation to changes in material non-observable input data in Note 5.c. to the consolidated financial statements as of June 30, 2015 and 2014.
As of September 30, 2015 and June 30, 2015, the better and maximum use of biological assets shall not significantly differ from the current use.
15. Inventories
Breakdown of Group’s inventories as of September 30, 2015 and June 30, 2015 were as follows:
|
September 30, 2015 |
|
June 30, 2015 |
Crops |
185,872 |
|
269,861 |
Materials and inputs |
197,307 |
|
154,492 |
Seeds and fodders |
58,476 |
|
60,839 |
Hotel supplies |
7,011 |
|
6,926 |
Beef |
18,736 |
|
19,232 |
Others |
103 |
|
- |
Total inventories |
467,505 |
|
511,350 |
As of September 30, 2015 and June 30, 2015 the cost of inventories recognized as expense amounted to Ps. 214,625 and Ps. 950,354, respectively and they have been included in “Costs” in the income statements.
16. Financial instruments by category
Determining fair values
IFRS 9 defines the fair value of a financial instrument as the amount for which an asset could be exchanged, or a financial liability settled, between knowledgeable, willing parties in an arm’s length transaction. All financial instruments recognized at fair value are allocated to one of the valuation hierarchy levels of IFRS 7. This valuation hierarchy provides for three levels.
51
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
16. Financial instruments by category (Continued)
In the case of Level 1, valuation is based on quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company can refer to at the date of valuation. A market is deemed active if transactions of assets or liabilities take place with sufficient frequency and in sufficient quantity. Since a quoted price in an active market is the most reliable indicator of fair value, this should always be used if available. The financial instruments the Group has allocated to this level mainly comprise equity investments, mutual funds, derivatives, securities and convertibles notes for which quoted prices in active markets are available. In the case of shares, the Group allocates them to this level when either a stock market price is available or prices are provided by a price quotation on the basis of actual market transactions.
In the case of Level 2, fair value is determined by using valuation methods based on inputs directly or indirectly observable in the market. If the financial instrument concerned has a fixed contract period, the inputs for valuation must be observable for the whole of this period. The financial instruments the Group has allocated to this level mainly comprise interest rate swaps and foreign currency future contracts.
In the case of Level 3, the Group uses valuation techniques not based on inputs observable in the market. This is only permissible insofar as that information is not available. The inputs used reflect the Group’s assumptions regarding the factors which any market player would consider in their pricing. The Group uses the best available information for this, including internal company data. The Group has allocated to this level preferred shares and warrants of Condor, commitment to tender offer of shares in IDBD, the investment in the associate IDBD and other borrowings.
The Group’s Finance Division has a team in place in charge of estimating valuation of financial assets required to be reported in the financial statements, including the fair value of Level 3 instruments. The team directly reports to the Chief Financial Officer ("CFO").
The CFO and the valuation team discuss the valuation methods and results upon the acquisition of an asset and, if necessary, on a quarterly basis, in line with the Group’s quarterly reports.
According to the Group’s policy, transfers among the several categories of valuation tiers are recognized when occurred, or when there are changes in the prevailing circumstances requiring the transfer.
52
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
16. Financial instruments by category (Continued)
As described in Note 3 to the Annual Consolidated Financial Statements as of June 30, 2015, the Group has priced its investment in IDBD at market value using the exception provided in IAS 28 (see Note 2 for further details). The investment in IDBD consists of 324 million of common stocks representing 49% of IDBD’s share capital, and 248 million warrants to purchase common stocks.
Until June 30, 2015 the Group considered that the listing value of IDBD’s share in the Tel Aviv Stock Exchange was representative of the market value of its investment and, therefore, priced its holdings in accordance with such value, and categorized it as Level 1.
As mentioned in Note 9 to these Financial Consolidated Statements, as part of the Arrangement, Dolphin promised to make one or more Tender Offers for the purchase of IDBD’s shares at a fixed price for a total amount of NIS 512.09 million.
On October 20, 2015, a first instance judge of the Tel Aviv-Jaffo Court approved a petition made by the representatives of the Creditors subject to the Arrangement and resolved that the shares held by Dolphin or any company controlled by Eduardo S. Elsztain could not be offered in the Tender Offers committed for December 2015 and December 2016. Dolphin decided to challenge the ruling by filing an appeal with Israel’s Supreme Court of Justice.
Even though IDBD’s capital is composed of only one class of common shares holding the same rights, the cited ruling could be construed as creating “de facto” two classes of stocks with different rights, one that may be included in the Tender Offers and another class – which belongs to any company controlled by Eduardo S. Elsztain – which may not. This would imply that the stock’s listed price (which has an embedded value component for the commitment of future Tender Offers) is not representative as such for pricing Dolphin’s holding of stocks.
According to the Company’s policy, transfers to and from different levels of category of market value of IFRS 13 as of the date of the event or change in the circumstances that lead to the transfer. Based on the above described circumstances, the Company believes that it should cease to consider the listed price (Level 1 valuation) and make use of a valuation model with unobservable variables (Level 3 valuation) to estimate the market value of its investment in IDBD.
To that end, the Company has developed an in-house pricing model based on a Black-Scholes model, which fixes the Tender Offer component value embedded in the share’s listed price, and subtracts it to determine a market value for the investment. Furthermore, the model weights occurrence probabilities for different scenarios. The pricing of its investment in IDBD has been categorized as Level 3 because it uses significant unobservable variables, including, but not limited to, probability, interest rate and volatility, to determine the market value.
53
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
16. Financial instruments by category (Continued)
Based upon its legal advisors’ opinion, Dolphin believes it has chances to revert the first instance ruling at the Supreme Court of Justice. Dolphin has assigned equal probabilities of success or failure in the appeal. Should Dolphin fails in the appeal, the company believes the Supreme Court’s ruling could open up a range of possibilities as to the amounts that stocks could be offered in the Tender Offers.
Thus, the pricing model used to determine the investment market value considers the following scenarios:
Scenario 1:
The company has a 50% chance of a favorable outcome in the appeal filed with the Supreme Court of Justice and, therefore, all the shares held by Dolphin and any other company controlled by Eduardo S. Elsztain can be included in the Tender Offers. This implies a status quo with regard to the pricing methodology as of June 30, 2015 and, hence, the listing value of IDBD’s stocks would only be affected for the pricing of the Company’s holding regarding the valuation difference between June 30, 2015 and September 30, 2015.
Scenario 2:
The company has a 50% chance of an unfavorable ruling by the Supreme Court of Justice. This scenario is in turn divided into secondary scenarios in accordance with the amounts of the stocks held by Dolphin or other companies controlled by Eduardo S. Elsztain, which could be included in the Tender Offers. The ruling could prohibit all of the stocks in the hands of Dolphin or any other company controlled by Eduardo S. Elsztain from being included in the Tender Offers or and could set different amounts of eligible shares to be part in the Tender Offer. Therefore, the Company has assigned different probabilities of occurrence to the secondary scenarios under scenario 2, according to the number of IDBD shares in its hands that could be included in the Tender Offers.
The relevant variables used in calculating the market value of the investment in IDBD are as follows:
Rate in NIS |
8.09 % |
IDBD Spot Price |
NIS 2.16 |
Exchange rate US$ NIS |
3.92 |
Exchange rate US$ Ps |
9.42 |
Stock volatility |
70.6 % |
Risk free rate in ILS as of 12/31/2015 |
0.02 % |
Risk free rate in ILS as of 12/31/2016 |
0.10 % |
54
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
16. Financial instruments by category (Continued)
The probability scenarios of secondary scenario 2 are sensitive to the amount of the stocks that may be included in the Tender Offers and, therefore, influence on the calculation of the stock’s market value.
The warrants for purchasing IDBD’s common shares have been priced at their listing value upon considering it representative of their market value.
The following tables present the Group’s financial assets and financial liabilities that are measured at fair value as of September 30, 2015 and June 30, 2015 and their allocation to the fair value hierarchy:
|
September 30, 2015 | ||||||
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
Total |
Assets |
|
|
|
|
|
|
|
Financial assets at fair value through profit or loss: |
|
|
|
|
|
|
|
- Investment in equity securities in TGLT |
73,580 |
|
- |
|
- |
|
73,580 |
- Investment in equity securities in Avenida Inc. S.A. |
106,118 |
|
- |
|
- |
|
106,118 |
- Other equity securities in public shares |
15,859 |
|
- |
|
- |
|
15,859 |
- Corporate bonds |
1,827 |
|
- |
|
- |
|
1,827 |
- Government bonds |
293,397 |
|
- |
|
- |
|
293,397 |
- Mutual funds |
690,274 |
|
- |
|
- |
|
690,274 |
- Shares of Condor Hospitality Trust Inc. |
- |
|
- |
|
225,616 |
|
225,616 |
- Derivative financial instruments: |
|
|
|
|
|
|
|
- Crops futures |
7,955 |
|
- |
|
- |
|
7,955 |
- Commodities options |
2,402 |
|
- |
|
- |
|
2,402 |
- Warrants of IDBD |
358,485 |
|
- |
|
- |
|
358,485 |
- Warrants of DISI |
1,107 |
|
- |
|
- |
|
1,107 |
Cash and cash equivalents |
156,066 |
|
- |
|
- |
|
156,066 |
Investment in associates: |
|
|
|
|
|
|
|
- IDBD |
- |
|
- |
|
1,016,664 |
|
1,016,664 |
Total Assets |
1,707,070 |
|
- |
|
1,242,280 |
|
2,949,350 |
Liabilities |
|
|
|
|
|
|
|
Derivative financial instruments: |
|
|
|
|
|
|
|
- Commitment to tender offer shares in IDBD |
- |
|
- |
|
499,779 |
|
499,779 |
- Foreign-currency contracts |
15,459 |
|
4,140 |
|
- |
|
19,599 |
- Crops futures |
5,255 |
|
- |
|
- |
|
5,255 |
- Commodities options |
617 |
|
- |
|
- |
|
617 |
Borrowings: |
|
|
|
|
|
|
|
- Other borrowings |
- |
|
- |
|
16,939 |
|
16,939 |
Total Liabilities |
21,331 |
|
4,140 |
|
516,718 |
|
542,189 |
55
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
16. Financial instruments by category (Continued)
|
June 30, 2015 | ||||||
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
Total |
Assets |
|
|
|
|
|
|
|
Financial assets at fair value through profit or loss: |
|
|
|
|
|
|
|
- Investment in equity securities in TGLT |
71,573 |
|
- |
|
- |
|
71,573 |
- Investment in equity securities in Avenida Inc. S.A. |
102,316 |
|
- |
|
- |
|
102,316 |
- Corporate bonds |
1,789 |
|
- |
|
- |
|
1,789 |
- Government bonds |
101,649 |
|
|
|
- |
|
101,649 |
- Mutual funds |
383,572 |
|
- |
|
- |
|
383,572 |
- Other equity securities in public companies |
16,742 |
|
- |
|
- |
|
16,742 |
- Investment in equity securities of Condor Hospitality Trust Inc. (formerly Supertel Hospitality Inc. due to change of corporate name) |
- |
|
- |
|
348,854 |
|
348,854 |
Derivative financial instruments: |
|
|
|
|
|
|
|
- Warrants of Condor Hospitality Trust Inc. (formerly Supertel Hospitality Inc. due to change of corporate name) |
- |
|
- |
|
7,151 |
|
7,151 |
- Crops futures |
396 |
|
- |
|
- |
|
396 |
- Commodities options |
1,195 |
|
- |
|
- |
|
1,195 |
- IDBD Warrants |
228,414 |
|
- |
|
- |
|
228,414 |
Investment in associates: |
|
|
|
|
|
|
|
- IDBD |
1,528,687 |
|
- |
|
- |
|
1,528,687 |
Cash and cash equivalents |
112,340 |
|
- |
|
- |
|
112,340 |
Total Assets |
2,548,673 |
|
- |
|
356,005 |
|
2,904,678 |
Liabilities |
|
|
|
|
|
|
|
Derivative financial instruments: |
|
|
|
|
|
|
|
- Foreign-currency contracts |
- |
|
10,065 |
|
- |
|
10,065 |
- Crops futures |
11,477 |
|
- |
|
- |
|
11,477 |
- Commodities options |
8,500 |
|
- |
|
- |
|
8,500 |
- Commitment to tender offer shares in IDBD |
- |
|
- |
|
500,580 |
|
500,580 |
Borrowings |
|
|
|
|
|
|
|
- Other borrowings |
- |
|
25,945 |
|
- |
|
25,945 |
Total Liabilities |
19,977 |
|
36,010 |
|
500,580 |
|
556,567 |
56
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
16. Financial instruments by category (Continued)
The following table presents the changes in Level 3 instruments for the three-month period ended September 30, 2015:
|
Warrants of Condor Hospitality Trust Inc. |
Shares of Condor Hospitality Trust Inc. |
Shares of IDBD |
Other borrowings |
Commitment to tender offer shares in IDBD |
Total |
Total at June 30, 2014 |
- |
211,170 |
- |
- |
(320,847) |
(109,677) |
Currency translation adjustment |
- |
- |
- |
- |
(45,151) |
(45,151) |
Total gain and losses for the year |
7,151 |
137,684 |
- |
- |
(134,582) |
10,253 |
Balance at June 30, 2015 |
7,151 |
348,854 |
- |
- |
(500,580) |
(144,575) |
Transfer to level 3 |
- |
- |
1,528,687 |
(25,945) |
|
1,502,742 |
Currency translation adjustment |
- |
- |
45,900 |
(773) |
(18,049) |
27,078 |
Total gain and losses for the period (i) |
(7,151) |
(123,238) |
(557,923) |
9,779 |
18,850 |
(659,683) |
Balance at September 30, 2015 |
- |
225,616 |
1,016,664 |
(16,939) |
(499,779) |
725,562 |
(i) The gain / (loss) is not realized as of September 30, 2015 and is accounted for under “Other financial results” in the income statements (Note 33).
Upon initial recognition (January 2012), the consideration paid for the Shares and Warrants of Condor Hospitality Trust Inc. was assigned to both instruments based on the relative fair values of those instruments upon acquisition. The fair value of these instruments exceeded the transaction price and were determined using a valuation technique that uses inputs not observable in the market. As a result of the use of this technique, the Group has not recognized a gain at the time of initial recognition in the amount of US$ 7.9 million.
According to Group estimates, all factors being constant, a 10% decline in the price of the underlying assets of Level 3 Shares and Warrants of Condor Hospitality Trust Inc. (data observed in the market) as of September 30, 2015, would reduce pre-tax income by Ps. 26.19 million.
According to Group estimates, all factors being constant, a 10% decrease in the credit spread (data which is not observable in the market) of shares and warrants of Condor Hospitality Trust Inc. used in the valuation model applied to Level 3 financial instruments as of September 30, 2015, would increase pre-tax income by Ps. 1.25 million. The rate used as of September 30, 2015 was 14.42%.
57
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
16. Financial instruments by category (Continued)
When no quoted prices in an active market are available, fair values (particularly with derivatives) are based on recognized valuation methods. The Company uses a range of valuation models for the measurement of Level 2 and Level 3 instruments, details of which may be obtained from the following table:
Description |
|
Pricing model |
|
Pricing method |
|
Parameters |
|
Range |
Derivative on tender offer of IDBD |
|
Black-Scholes |
|
Theoretical price |
|
Underlying asset price; share price volatility (historical) and interest-rate curve (NIS rate curve).
|
|
Underlying asset price 1.75 to 2.55 Share price volatility 60% to 80% Market interest-rate 0.02% to 0.9% |
Warrants of Condor |
|
Black-Scholes |
|
Theoretical price |
|
Underlying asset price (market price) and share price volatility (historical) and market interest rate (Libor curve). |
|
Underlying asset price 1.35 to 1.7 Share price volatility 55% to 75% Money market interest-rate 0.5% to 0.7% |
Interest-rate swaps |
|
Cash flows |
|
Theoretical price |
|
Interest rate futures and flows of funds. |
|
- |
Preferred shares of Condor |
|
Binomial tree |
|
Theoretical price |
|
Underlying asset price (market price) and share price volatility (historical) and market interest rate (Libor curve). |
|
Underlying asset price 1.35 to 1.7 Share price volatility 55% to 75% Market interest-rate 0.5% to 0.7% |
Call option for the shares of Arcos |
|
Discounted cash flows |
|
- |
|
Projected income and discount rate. |
|
- |
Foreign-currency contracts |
|
Present value method |
|
Theoretical price |
|
Money market curve, interest curve, foreign exchange curve |
|
|
17. Restricted assets
The table below shows the Group's restricted assets as of September 30, 2015 and June 30, 2015:
|
September 30, 2015 |
|
June 30, 2015 |
Non-current |
|
|
|
Mutual funds |
3,621 |
|
4,301 |
Total non-current |
3,621 |
|
4,301 |
Current |
|
|
|
Guarantee deposits |
119,238 |
|
607,021 |
Total current |
119,238 |
|
607,021 |
Total restricted assets |
122,859 |
|
611,322 |
58
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
18. Trade and other receivables
The table below shows trade and other receivables of the Group as of September 30, 2015 and June 30, 2015:
|
September 30, 2015 |
|
June 30, 2015 |
Non-current |
|
|
|
Leases and services receivable |
85,622 |
|
62,080 |
Receivables from sale of agricultural products and farmlands leases |
903 |
|
1,154 |
Property sales receivable (i) |
71,389 |
|
104,064 |
Less: allowance for doubtful accounts |
(2,208) |
|
(2,208) |
Non-current trade receivables |
155,706 |
|
165,090 |
Trade receivables from disposal of joint ventures |
3,729 |
|
3,595 |
Prepayments |
12,329 |
|
11,274 |
VAT receivables |
29,671 |
|
26,745 |
Other tax receivables |
66,882 |
|
73,131 |
Guarantee deposits |
14,333 |
|
17,027 |
Advances for shares purchases |
12,585 |
|
12,134 |
Others |
1,652 |
|
2,060 |
Non-current other receivables |
141,181 |
|
145,966 |
Related parties (Note 35) |
122,730 |
|
115,721 |
Non-current trade and other receivables |
419,617 |
|
426,777 |
Current |
|
|
|
Consumer financing receivables |
14,584 |
|
14,620 |
Leases and services receivable |
371,787 |
|
356,217 |
Receivables from sale of agricultural products and farmlands leases |
203,576 |
|
253,355 |
Receivables from hotel operations |
32,544 |
|
21,144 |
Deferred checks received |
252,699 |
|
247,030 |
Debtors under legal proceedings |
79,984 |
|
71,343 |
Property sales receivable (i) |
98,527 |
|
88,032 |
Less: allowance for doubtful accounts |
(122,153) |
|
(117,514) |
Trade receivables current |
931,548 |
|
934,227 |
Advance payments |
1,190 |
|
- |
Prepayments |
143,927 |
|
144,982 |
VAT receivables |
54,634 |
|
51,593 |
Gross sales tax credit |
7,095 |
|
6,594 |
Other tax receivables |
34,268 |
|
36,316 |
Loans |
17,270 |
|
22,977 |
Expenses and services to recover |
2,953 |
|
3,125 |
Suppliers advances |
88,056 |
|
105,105 |
Guarantee deposits |
114,196 |
|
39,154 |
Others |
37,956 |
|
37,505 |
Less: allowance for doubtful accounts |
(185) |
|
(185) |
Current other receivables |
501,360 |
|
447,166 |
Related parties (Note 35) |
417,964 |
|
390,980 |
Current trade and other receivables |
1,850,872 |
|
1,772,373 |
Total trade and other receivables |
2,270,489 |
|
2,199,150 |
(i) Property sales receivables primarily comprise trading properties, investment properties and farmlands.
59
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
18. Trade and other receivables (Continued)
The fair value of current trade and other receivables approximate their respective carrying amounts due to their short-term nature, as the impact of discounting is not considered significant. Fair values are based on discounted cash flows (Level 2 of fair value hierarchy).
The evolution of the Group’s provision for impairment of trade receivables were as follows:
|
September 30, 2015 |
|
June 30, 2015 |
Beginning of the period / year |
119,907 |
|
90,491 |
Creation |
9,518 |
|
45,968 |
Recovery |
(2,692) |
|
(16,800) |
Used during the period / year |
(26) |
|
(1,924) |
Currency translation adjustment |
(2,161) |
|
2,172 |
End of the period / year |
124,546 |
|
119,907 |
The creation and release of allowance for doubtful account have been included in “Selling expenses” in the income statements (Note 30). Amounts charged to the provision account are generally written off when there is no expectation of recovering additional cash.
19. Investment in financial assets
Group’s investment in financial assets as of September 30, 2015 and June 30, 2015 were as follows:
|
September 30, 2015 |
|
June 30, 2015 |
Non-current |
|
|
|
Financial assets at fair value |
|
|
|
Investment in equity securities in TGLT |
73,580 |
|
71,573 |
Investments in equity securities in Avenida Inc. S.A. |
106,118 |
|
102,316 |
Investment in equity securities in Condor Hospitality Trust Inc. (formerly Supertel Hospitality Inc. due to change of corporate name) |
225,616 |
|
348,854 |
Non-convertible notes related parties (Note 35) |
100,000 |
|
100,000 |
Other investment in equity securities |
102 |
|
102 |
Total Investment in financial assets non-current |
505,416 |
|
622,845 |
Current |
|
|
|
Financial assets at fair value |
|
|
|
Mutual funds |
690,274 |
|
383,572 |
Non-convertible notes related parties (Note 35) |
5,671 |
|
452 |
Other investment in equity securities |
15,757 |
|
16,640 |
Corporate bonds |
1,827 |
|
1,789 |
Government bonds |
293,397 |
|
101,649 |
Total Investment in financial assets current |
1,006,926 |
|
504,102 |
Total Investment in financial assets |
1,512,342 |
|
1,126,947 |
60
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
20. Derivative financial instruments
Group’s derivative financial instruments as of September 30, 2015 and June 30, 2015 were as follows:
|
September 30, 2015 |
|
June 30, 2015 |
Assets |
|
|
|
Non-current |
|
|
|
Commodities options |
- |
|
1,195 |
Warrants IDBD (Note 4) |
322,704 |
|
199,256 |
Warrants DISI |
933 |
|
- |
Warrant Condor Hospitality Trust Inc. |
- |
|
7,151 |
Total non-current |
323,637 |
|
207,602 |
Current |
|
|
|
Crops futures |
- |
|
396 |
Commodities options |
2,402 |
|
- |
Commodities futures |
7,955 |
|
- |
Warrants DISI |
174 |
|
- |
Warrants IDBD (Note 4) |
35,781 |
|
29,158 |
Total current |
46,312 |
|
29,554 |
Total assets |
369,949 |
|
237,156 |
|
|
|
|
Liabilities |
|
|
|
Non-current |
|
|
|
Commodities options |
- |
|
1,863 |
Foreign-currency contracts |
- |
|
3,030 |
Commitment to tender offer shares in IDBD (Note 4) |
264,098 |
|
263,969 |
Total non-current |
264,098 |
|
268,862 |
Current |
|
|
|
Commodities options |
617 |
|
6,637 |
Commodities futures |
5,255 |
|
11,477 |
Foreign-currency contracts |
19,599 |
|
7,035 |
Commitment to tender offer shares in IDBD (Note 4) |
235,681 |
|
236,611 |
Total current |
261,152 |
|
261,760 |
Total liabilities |
525,250 |
|
530,622 |
61
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
21. Cash flow information
The following table shows the amounts of cash and cash equivalents as of September 30, 2015 and June 30, 2015:
|
September 30, 2015 |
|
June 30, 2015 |
Cash at bank and on hand |
753,242 |
|
437,337 |
Short-term bank deposits |
124,107 |
|
84,016 |
Financial trust |
- |
|
- |
Mutual funds |
156,066 |
|
112,340 |
Total cash and cash equivalents |
1,033,415 |
|
633,693 |
Following is a detailed description of cash flows generated by the Group’s operations for the three-month periods ended as of September 30, 2015 and 2014.
|
Note |
September 30, 2015 |
|
September 30, 2014 |
(Loss) Gain for the period |
|
(361,760) |
|
21,665 |
Adjustments for: |
|
|
|
|
Income tax expenses |
|
89,007 |
|
131,082 |
Depreciation and amortization |
|
70,506 |
|
63,265 |
Gain from disposal of investment property |
|
(383,585) |
|
(316,767) |
Gain (Loss) on the revaluation of receivables arising from the sale of farmland |
|
(14,260) |
|
7,326 |
Gain from disposal of property, plant and equipment |
|
5,841 |
|
577 |
Release of investment property and property, plant and equipment |
|
8 |
|
1,496 |
Dividends income |
|
(4,370) |
|
(4,195) |
Equity settled compensation |
|
9,423 |
|
15,464 |
Unrealized Gain (Loss) on derivative financial instruments |
|
(123,045) |
|
58,343 |
Changes in fair value of financial assets |
|
234,482 |
|
(149,400) |
Interest expense, net |
|
223,666 |
|
212,100 |
Unrealized initial recognition and changes in fair value of biological assets and agricultural produce at the point of harvest |
|
(106,863) |
|
(104,578) |
Changes in the net realizable value of agricultural produce after harvest |
|
8,933 |
|
22,021 |
Provisions |
|
50,319 |
|
39,307 |
Share of profit of associates and joint ventures |
|
496,669 |
|
102,728 |
Unrealized foreign exchange loss, net |
|
182,871 |
|
161,875 |
Loss from disposal of subsidiaries and joint ventures |
|
- |
|
(8,758) |
Result from purchase of joint venture |
|
- |
|
- |
Loss from repurchase of Non-convertible Notes |
|
297 |
|
- |
Changes in operating assets and liabilities: |
|
|
|
|
Decrease in biological assets |
|
135,709 |
|
190,723 |
Decrease (Increase) in inventories |
|
25,350 |
|
(55,218) |
Decrease in trading properties |
|
1,297 |
|
977 |
(Increase) Decrease in trade and other receivables |
|
(29,091) |
|
49,089 |
Decrease (Increase) in derivative financial instruments |
|
(85,095) |
|
16,649 |
Increase in trade and other payables |
|
104,947 |
|
7,185 |
Decrease in payroll and social security liabilities |
|
(120,635) |
|
(77,821) |
Increase (Decrease) in provisions |
|
1,639 |
|
(3,897) |
Net cash generated from operating activities before income tax paid |
|
412,260 |
|
381,238 |
62
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
21. Cash flow information (Continued)
The following table shows a detail of non-cash transactions occurred for the three-month periods ended as of September 30, 2015 and 2014:
|
|
September 30, 2015 |
|
September 30, 2014 |
Increase of investment in associates and joint ventures through an increase in trade and other payables |
|
(34) |
|
- |
Decrease in investment in associates and joint venture through an increase in trade and other receivables |
|
- |
|
111,181 |
Decrease in borrowings trough a decrease in investment in associates and joint ventures |
|
- |
|
4,154 |
Increase in property, plant and equipment through an increase in trade and other payables |
|
333 |
|
343 |
Dividends not collected |
|
(1,960) |
|
(4,199) |
Increase in property, plant and equipment through an increase in borrowings |
|
1,026 |
|
458 |
Increase in trade and other receivables through a decrease in property, plant and equipment |
|
- |
|
485 |
Stock plan granted |
|
(2,938) |
|
- |
Increase in investments in financial assets through a decrease in property, plant and equipment |
|
- |
|
48,217 |
Increase in restricted assets through an increase in borrowings |
|
- |
|
8,742 |
63
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
22. Trade and other payables
Group’s trade and other payables as of September 30, 2015 and June 30, 2015 were as follows:
|
September 30, 2015 |
|
June 30, 2015 |
Non-current |
|
|
|
Admission rights |
154,412 |
|
146,036 |
Sales, rent and services payments received in advance |
62,061 |
|
63,986 |
Guarantee deposits |
3,608 |
|
6,236 |
Total non-current trade payables |
220,081 |
|
216,258 |
Other tax payables |
4,732 |
|
6,404 |
Deferred income |
7,296 |
|
7,420 |
Shareholders’ personal tax payable |
789 |
|
865 |
Tax amnesty plan for payable taxes |
22,594 |
|
24,268 |
Others |
9,977 |
|
8,793 |
Total non-current other payables |
45,388 |
|
47,750 |
Related parties (Note 35) |
4,322 |
|
46 |
Total non-current trade and other payables |
269,791 |
|
264,054 |
Current |
|
|
|
Trade payables |
288,294 |
|
301,719 |
Accrued invoices |
246,144 |
|
222,831 |
Admission rights |
149,118 |
|
142,709 |
Sales, rent and services payments received in advance |
249,292 |
|
226,237 |
Guarantee deposits |
17,427 |
|
14,302 |
Total current trade payables |
950,275 |
|
907,798 |
Withholdings tax |
14,895 |
|
6,048 |
VAT payables |
59,696 |
|
43,953 |
Gross sales tax payable |
1,053 |
|
2,004 |
Other tax payables |
63,257 |
|
110,257 |
Deferred incomes |
8,611 |
|
24,366 |
Dividends payable |
63,367 |
|
123,888 |
Tax amnesty plan for payable taxes |
318 |
|
280 |
Shareholders’ personal tax payable |
6,970 |
|
4,666 |
Others |
32,956 |
|
30,174 |
Total current other payables |
251,123 |
|
345,636 |
Related parties (Note 35) |
91,436 |
|
53,401 |
Total current trade and other payables |
1,292,834 |
|
1,306,835 |
Total trade and other payables |
1,562,625 |
|
1,570,889 |
The fair values of current trade and other payables approximate their respective carrying amounts due to their short-term nature, as the impact of discounting is considered as not significant. Fair values are based on discounted cash flows (Level 2 of fair value hierarchy).
64
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
23. Payroll and social security liabilities
Group’s Salaries and social security liabilities as of September 30, 2015 and June 30, 2015 were as follows:
|
September 30, 2015 |
|
June 30, 2015 |
Non-current |
|
|
|
Provision for vacations and bonuses |
1,653 |
|
1,594 |
Social security payable |
2,306 |
|
2,323 |
Others |
1,415 |
|
1,622 |
Non-current payroll and social security liabilities |
5,374 |
|
5,539 |
Current |
|
|
|
Provision for vacation and bonuses |
114,394 |
|
184,316 |
Social security payable |
43,250 |
|
38,619 |
Salaries payable |
1,334 |
|
3,066 |
Share-based payments |
58 |
|
852 |
Others |
1,697 |
|
3,547 |
Current payroll and social security liabilities |
160,733 |
|
230,400 |
Total payroll and social security liabilities |
166,107 |
|
235,939 |
24. Provisions
The table below shows the movements in the Group's provisions for other liabilities categorized by type of provision:
|
Labor and legal claims |
|
Tax and social security |
|
Investments in associates and joint ventures (i) |
|
Total |
At June 30, 2015 |
77,510 |
|
1,478 |
|
362,931 |
|
441,919 |
Additions |
7,806 |
|
164 |
|
40,539 |
|
48,509 |
Used during period |
(3,481) |
|
- |
|
(18,304) |
|
(21,785) |
Contributions |
- |
|
- |
|
(13,828) |
|
(13,828) |
Currency translation adjustment |
(2,064) |
|
- |
|
13,150 |
|
11,086 |
At September 30, 2015 |
79,771 |
|
1,642 |
|
384,488 |
|
465,901 |
(i) Corresponds to equity interests in associates with negative equity, mainly New Lipstick LLC. Additions and recoveries are included in "Share of profit / (loss) of associates and joint ventures".
The analysis of total provisions is as follows:
|
September 30, 2015 |
|
June 30, 2015 |
Non-current |
410,483 |
|
386,948 |
Current |
55,418 |
|
54,971 |
|
465,901 |
|
441,919 |
65
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
25. Borrowings
Group’s borrowings as of September 30, 2015 and June 30, 2015 were as follows:
|
|
|
|
|
|
|
|
|
|
|
Book value | |||||||||||
|
Secured/ unsecured |
|
Currency |
|
Fixed/ Floating |
|
Effective interest rate % |
|
Nominal value (in million) |
|
September 30, 2015 |
|
June 30, 2015 | |||||||||
Non-current |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
CRESUD NCN Class XIV due 2018 |
Unsecured |
|
US$ |
|
Fixed |
|
1.50% |
|
32 |
|
300,986 |
|
290,205 | |||||||||
CRESUD NCN Class XVI due 2018 |
Unsecured |
|
US$ |
|
Fixed |
|
1.50% |
|
109 |
|
1,034,555 |
|
998,594 | |||||||||
CRESUD NCN Class XVIII due 2019 |
Unsecured |
|
US$ |
|
Fixed |
|
4.00% |
|
34 |
|
319,286 |
|
308,022 | |||||||||
CRESUD NCN Class XIX due 2016 |
Unsecured |
|
Ps. |
|
Floating |
|
Badlar + 350 bps |
|
187 |
|
- |
|
185,684 | |||||||||
CRESUD NCN Class XX due 2017 |
Unsecured |
|
US$ |
|
Fixed |
|
2.50% |
|
18.2 |
|
89,668 |
|
56,278 | |||||||||
CRESUD NCN Class XXI due 2017 |
Unsecured |
|
Ps. |
|
Floating |
|
Badlar + 375 bps |
|
192 |
|
190,318 |
|
- | |||||||||
CRESUD NCN Class XXII due 2019 |
Unsecured |
|
US$ |
|
Fixed |
|
4.00% |
|
22 |
|
207,833 |
|
- | |||||||||
IRSA NCN Class II due 2017 |
Unsecured |
|
Ps. |
|
Floating |
|
Badlar + 450 bps |
|
10.8 |
|
10,739 |
|
10,730 | |||||||||
IRSA NCN Class I due 2017 |
Unsecured |
|
US$ |
|
Fixed |
|
8.50% |
|
150 |
|
1,412,064 |
|
1,352,655 | |||||||||
IRSA NCN Class II due 2020 |
Unsecured |
|
US$ |
|
Fixed |
|
11.50% |
|
139.5 |
|
1,247,876 |
|
1,202,130 | |||||||||
IRSA Propiedades Comerciales S.A. due 2017 |
Unsecured |
|
US$ |
|
Fixed |
|
7.87% |
|
114.3 |
|
1,061,011 |
|
1,021,782 | |||||||||
IRSA Propiedades Comerciales S.A. NCN Class I due 2017 (i) |
Unsecured |
|
Ps. |
|
Fixed/ Floating |
|
(i) |
|
407.3 |
|
393,370 |
|
- | |||||||||
Long term loans |
Unsecured |
|
US$ |
|
Floating |
|
Libor + 300 bps or 6% (the higher) |
|
15 |
|
121,905 |
|
117,574 | |||||||||
Long term loans |
Unsecured |
|
Ps. |
|
Floating |
|
Rate Survey PF 30-59 days |
|
20 |
|
6,622 |
|
9,911 | |||||||||
Long term loans |
Secured |
|
Rs. |
|
Floating |
|
4.00 to 7.23 and TJLP + 3.45 to 4.45 Selic |
|
- |
|
110,151 |
|
155,727 | |||||||||
Seller financing (ii) (iii) |
Secured |
|
US$ |
|
Fixed |
|
3.50% |
|
6.8 |
|
73,877 |
|
70,959 | |||||||||
Finance lease obligations |
Secured |
|
US$ |
|
Fixed |
|
10.75% - 7.14% to 13.28% |
|
0.5 |
|
2,462 |
|
1,389 | |||||||||
Finance lease obligations |
Unsecured |
|
Rs. |
|
Fixed |
|
6.92% |
|
|
|
7,167 |
|
12,308 | |||||||||
Long term loans (iv) |
Unsecured |
|
Ps. |
|
Fixed |
|
(iv) |
|
13.6 |
|
6,386 |
|
8,158 | |||||||||
Long term loans |
Secured |
|
Bol. |
|
Floating |
|
7% to 10.19% |
|
13.5 |
|
3,576 |
|
3,396 | |||||||||
Long term loans |
Secured |
|
Rs. |
|
Floating |
|
TJLP + 3.00 to 3.10 |
|
- |
|
4,058 |
|
5,028 | |||||||||
Long term loans |
Secured |
|
Rs. |
|
Floating |
|
5.50 to 8.70 |
|
- |
|
38 |
|
331 | |||||||||
Related parties (Note 35) |
Unsecured |
|
Ps. |
|
Fixed/ Floating |
|
|
|
|
|
22,758 |
|
22,112 | |||||||||
Non-current borrowings |
|
|
|
|
|
|
|
|
|
|
6,626,706 |
|
5,832,973 | |||||||||
66
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
25. Borrowings (Continued)
|
|
|
|
|
|
|
|
|
|
|
Book value |
| ||
|
Secured/ unsecured |
|
Currency |
|
Fixed/ Floating |
|
Effective interest rate % |
|
Nominal value (in million) |
|
September 30, 2015 |
|
June 30, 2015 | |
CRESUD NCN Class XIV due 2018 |
Unsecured |
|
US$ |
|
Fixed |
|
1.50% |
|
32 |
|
93 |
|
102 | |
CRESUD NCN Class XV due 2015 |
Unsecured |
|
Ps. |
|
Floating |
|
Badlar + 400 bps |
|
176 |
|
60,420 |
|
120,760 | |
CRESUD NCN Class XVI due 2018 |
Unsecured |
|
US$ |
|
Fixed |
|
1.50% |
|
109 |
|
5,236 |
|
4,986 | |
CRESUD NCN Class XVII due 2016 |
Unsecured |
|
Ps. |
|
Floating |
|
Badlar + 250 bps |
|
176 |
|
172,772 |
|
172,602 | |
CRESUD NCN Class XVIII due 2019 |
Unsecured |
|
US$ |
|
Fixed |
|
4.00% |
|
34 |
|
1,149 |
|
1,141 | |
CRESUD NCN Class XIX due 2016 |
Unsecured |
|
Ps. |
|
Fixed |
|
27.50% |
|
187 |
|
186,478 |
|
803 | |
CRESUD NCN Class XX due 2017 |
Unsecured |
|
US$ |
|
Fixed |
|
2.50% |
|
18.2 |
|
1,521 |
|
812 | |
CRESUD NCN Class XXI due 2017 |
Unsecured |
|
Ps. |
|
Fixed |
|
Badlar + 375 bps |
|
192 |
|
5,932 |
|
- | |
CRESUD NCN Class XXII due 2019 |
Unsecured |
|
US$ |
|
Floating |
|
4.00% |
|
22 |
|
(802) |
|
- | |
IRSA NCN Class I due 2017 |
Unsecured |
|
US$ |
|
Fixed |
|
8.50 |
|
149 |
|
19,351 |
|
47,318 | |
IRSA NCN Class I due 2015 |
Unsecured |
|
Ps. |
|
Floating |
|
Badlar + 395 bps |
|
209.4 |
|
- |
|
214,084 | |
IRSA NCN Class II due 2017 |
Unsecured |
|
Ps. |
|
Floating |
|
Badlar + 450 bps |
|
10.8 |
|
265 |
|
258 | |
IRSA NCN Class II due 2020 |
Unsecured |
|
US$ |
|
Fixed |
|
11.50% |
|
139.5 |
|
28,483 |
|
62,798 | |
IRSA Propiedades Comerciales S.A. due 2017 |
Unsecured |
|
US$ |
|
Fixed |
|
7.88% |
|
114.3 |
|
32,285 |
|
10,677 | |
IRSA Propiedades Comerciales S.A. NCN Class I due 2017 (i) |
Unsecured |
|
Ps. |
|
Fixed/ Floating |
|
(i) |
|
407.3 |
|
68 |
|
- | |
Bank overdrafts |
Unsecured |
|
Ps. |
|
Fixed |
|
22.54% |
|
19,430 |
|
327,687 |
|
609,152 | |
Bank overdrafts (v) |
Unsecured |
|
Ps. |
|
Floating |
|
- |
|
- |
|
836,983 |
|
681,553 | |
Short term loans (iv) |
Unsecured |
|
Ps. |
|
Fixed |
|
(iv) |
|
13.6 |
|
7,008 |
|
106,469 | |
Short term loans (viii) |
Unsecured |
|
Ps. |
|
Fixed |
|
(vii) |
|
106.4 |
|
246,064 |
|
5,854 | |
Repurchase agreement with haircut (viii) |
Secured |
|
Ps. |
|
Fixed |
|
(viii) |
|
37.44 |
|
38,170 |
|
- | |
Short term loans |
Unsecured |
|
US$ |
|
Floating |
|
Libor + 300 bps or 6% (the higher) |
|
15 |
|
8,666 |
|
10,204 | |
Short term loans |
Unsecured |
|
Ps. |
|
Floating |
|
Rate Survey PF 30-59 days |
|
20 |
|
6,892 |
|
7,576 | |
Short term loans |
Unsecured |
|
Rs. |
|
Floating |
|
TJLP + 3.00 to 4.40 |
|
- |
|
17 |
|
4,750 | |
Short term loans |
Unsecured |
|
Rs. |
|
Floating |
|
7.51 to 15.12%% |
|
- |
|
- |
|
74,990 | |
Short term loans |
Unsecured |
|
Ps. |
|
Fixed |
|
15.01% |
|
24 |
|
90,583 |
|
6,875 | |
Short term loans |
Secured |
|
Rs. |
|
Floating |
|
4.00 to 7.23 and TJLP + 3.45 to 4.45 Selic |
|
- |
|
27,470 |
|
27,744 | |
Other short term loans |
Unsecured |
|
- |
|
- |
|
- |
|
- |
|
17,541 |
|
25,945 | |
Short term loans |
Secured |
|
Rs. |
|
Floating |
|
5.5 to 8.70 |
|
- |
|
1,581 |
|
2,763 | |
Syndicated loans (vi) |
Unsecured |
|
Ps. |
|
Fixed |
|
(vi) |
|
50.13 |
|
50,058 |
|
75,485 | |
Seller financing |
Secured |
|
Rs. |
|
Floating |
|
- |
|
- |
|
- |
|
85,037 | |
Seller financing |
Secured |
|
Rs. |
|
Floating |
|
IGP-M |
|
- |
|
47,901 |
|
58,064 | |
Short term loans |
Secured |
|
Rs. |
|
Floating |
|
1.6905 + Exchange rate variation |
|
- |
|
- |
|
29,001 | |
Finance lease obligations |
Secured |
|
US$ |
|
Fixed |
|
10.75% and 7.5% |
|
0.5 |
|
2,050 |
|
1,880 | |
Finance lease obligations |
Unsecured |
|
Rs. |
|
Fixed |
|
6.92% |
|
- |
|
6,632 |
|
9,890 | |
Other short term loans |
Secured |
|
Bol. |
|
Floating |
|
7% and 10.19% |
|
13.5 |
|
3,286 |
|
3,115 | |
Related parties (Note 35) |
|
|
|
|
|
|
|
|
|
|
15,568 |
|
14,198 | |
Current borrowings |
|
|
|
|
|
|
|
|
|
|
2,247,408 |
|
2,476,886 | |
Total borrowings |
|
|
|
|
|
|
|
|
|
|
8,874,114 |
|
8,309,859 | |
(i) On September 18, 2015, IRSA Commercial PropertiesS.A. issued non-convertible notes Class I at a mixed rate with maturity of 18 months for an amount of Ps. 407.3 million. The first three months the interest rate will be fixed at 26.5% and from the fourth month until maturity pricing will be Badlar plus four basis points. Interest will be paid quarterly and principal will be repaid in full at maturity.
(ii) Seller financing of plot of land - Vista al Muelle S.A. in Canelones, Uruguay (trading properties).
(iii) Debt incurred to the purchase of Zetol S.A.'s shares (trading properties): Mortgage financing of US$ 7 million with a fixed 3.5% interest rate. The balance is payable, by choice of the seller, in money or with the delivery of units in buildings to be built representative of 12% of the total marketable square meters built.
(iv) On December 23, 2013 the Company subscribed a new loan with Banco Citibank N.A. for an amount of Ps. 5.9 million and shall accrue interest at a rate of 15.25%. Principal will be repaid in 9 consecutive quarterly installments beginning in December 2014. Additionally, on December 30, 2014 the Company subscribed a new loan with Banco Citibank N.A. for an amount of Ps. 10 million and shall accrue interest at a rate of 26.50%. Principal will be repaid in 9 consecutive quarterly installments beginning in December 2015.
(v) As of September 30, 2015 and June 30, 2015, bank overdrafts were drawn on several domestic financial institutions. The Company has bank overdrafts of less than three months bearing floating interest rates ranging from 15% to 55% per annum.
(vi) On November 16, 2012 the Company subscribed a syndicated loan for Ps. 118,000. Principal will be payable in 9 quarterly consecutive installments and shall accrue interest at rate of 15.01%. On June 12, 2013 the Company subscribed a new syndicated loan for Ps. 111,000. Principal will be payable in 9 quarterly consecutive installments and shall accrue interest at rate of 15.25%. Both loans have been entered into with various banking institutions, one of which is Banco Hipotecario (Note 34).
(vii) On December 12, 2012, a loan has been entered into with Banco Provincia de Buenos Aires in the amount of Ps. 29 million. Principal will be repaid in 9 consecutive quarterly installments beginning in December 2013. Additionally, on February 3, 2014 a new loan has been subscribed for Ps. 20 million. As of the date of these financial statements, the mentioned capital is fully canceled. On December 23, 2014, the Group subscribed a new loan with Banco Provincia de Buenos Aires for Ps. 120 million. Principal will be payable in only one installment due on June 19, 2015.
(viii) During the quarter ended September 30, 2015, loans were taken in the stock market for terms ranging between seven and thirty days at rates ranging between 20.38% and 24% collateralized by securities.
67
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
25. Borrowings (Continued)
Notes issued by Cresud
Classes XXI and XXII NCN
On August 12, 2015, Cresud issued Class XI Non-Convertible Notes for an aggregate principal amount of up to Ps. 150 million, which may be extended for up to Ps. 700 million in two classes:
Class XXI Non-Convertible Notes, for a face value of Ps. 192.2 million and falling due 18 months after the issuance date, will accrue interest at mixed rate. Fixed rate of 27.5% during the first 9 months and floating rate (Badlar plus 375 basis points). Interest will be payable quarterly in arrears whereas the principal will be amortized in one payment at due date. The issuance price was 100.0% of the nominal value.
Class XXII Non-Convertible Notes, for a face value of US$ 22.7 million, with an issuance price of 97.65% of the nominal value resulting US$ 22.2 equivalent to Ps. 204.3 million and falling due 48 months after the issuance date, will accrue interest at fixed annual rate of 4%. Interest will be payable quarterly in arrears whereas the principal will be amortized in two payments.
Notes issued by subsidiary undertakings
Class I NCN IRSA CP
On September 18, 2015, it was approved the issuance of Corporate Notes Class I of its global corporate notes program of IRSA CP in a nominal amount of up to US$ 500.0 million, for an amount of Ps. 407.3 million (equivalents to US$ 43.4 million). Corporate Notes Class I expire on the 18th month since the issue date and accrue interest rate: for the first three month the interest rate will be fixed at 26.5% and from the fourth month until maturity pricing will be Badlar plus 4 basis points. Interest will be paid quarterly and principal will be repaid in full at maturity.
68
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
26. Taxation
The details of the provision for the Group’s income tax are as follows:
|
September 30, 2015 |
|
September 30, 2014 |
Current income tax |
(109,736) |
|
(266,470) |
Deferred income tax |
21,088 |
|
136,592 |
Minimum Presumed Income Tax |
(359) |
|
(1,204) |
Income tax expense |
(89,007) |
|
(131,082) |
The gross movement on the deferred income tax account was as follows:
|
September 30, 2015 |
|
June 30, 2015 |
Beginning of the period / year |
501,495 |
|
382,597 |
Currency translation adjustment |
(20,738) |
|
(30,951) |
Reserve for changes in non-controlling interest |
- |
|
(50,359) |
Reclassification to assets held for sale |
- |
|
(33,346) |
Use of tax loss carryforwards |
(9,239) |
|
(157,367) |
Charged / (Credited) to the income |
21,088 |
|
390,921 |
End of the period / year |
492,606 |
|
501,495 |
The Group did not recognize deferred income tax assets of Ps. 43.0 million and Ps. 43.3 million as of September 30, 2015 and June 30, 2015, respectively. Although management believes that it will become profitable in the foreseeable future, as a result of the history of recent losses incurred during the development phase of the different Group’s business operations and the lack of verifiable and objective evidence due to the limited operating history of the Group itself, the Board of Directors has determined that there is sufficient uncertainty as to the generation of sufficient income to utilize the losses within a reasonable timeframe, therefore, no deferred tax asset is recognized in relation to these losses.
69
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
26. Taxation (Continued)
The tax on the Group’s profit before tax differs from the theoretical amount that would arise using the weighted average tax rate applicable to profits of the consolidated entities as follows:
|
September 30, 2015 |
|
September 30, 2014 |
Tax calculated at the tax rates applicable to profits in the respective countries |
160,416 |
|
(65,177) |
Permanent differences: |
|
|
|
Share of loss of associates and joint ventures |
(230,177) |
|
(59,402) |
Unrecognized tax losses |
(2,191) |
|
(4,121) |
Non-taxable income |
703 |
|
- |
Non-deductible expenses |
(11,649) |
|
(9,422) |
Others |
(6,109) |
|
7,040 |
Income tax |
(89,007) |
|
(131,082) |
Entities in Argentina are subject to the Minimum Presumed Income Tax (“MPIT”). Pursuant to this tax regime, an entity is required to pay the greater of the income tax or the MPIT. Tax is calculated on an individual entity basis at the statutory asset tax rate of 1% and is based upon the taxable assets of each company as of the end of the year, as defined by Argentine law. Any excess of the MPIT over the income tax may be carried forward and recognized as a tax credit against future income taxes payable over a 10-year period.
The Company does not set up an allowance for Minimum Presumed Income Tax and is considering filing a declaratory action under the terms of section 322 of the Civil and Commercial Procedural Code against the AFIP seeking certainty as to the application of the MPIT for the fiscal year 2014, 2015 and advance payments from 7 through 11 corresponding to fiscal year 2014, in relation to the decision by the Argentine Supreme Court in the case “Hermitage” on September 15, 2010 and “Perfil” on February 11, 2014. In such judicial precedents, the Court had declared such tax to be unconstitutional given that, under certain circumstances, it proves to be unreasonable and inconsistent with the ability-to-pay principle.
27. Shareholders’ Equity
Share capital and premium
The share capital of the Group is represented by common shares with a nominal value of Ps. 1 per share and one vote each. During the three-month period ended September 30, 2015, there was a capital increase resulting from the Company’s Incentive Plan.
70
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
27. Shareholders’ Equity (Continued)
Legal reserve
According to Argentine law, 5% of the profit of the year is separated to constitute a legal reserve until they reach legal capped amounts (20% of total capital). This legal reserve is not available for dividend distribution and can only be released to absorb losses. The Company shall have to fully replenish such reserve before any distribution of accumulated earnings.
Treasury stock
Given that the repurchase of shares for subsequent sale is to be funded out of net cash income or free reserves, pursuant to section 220.2. of Act 19,550, insofar as the Company maintains Treasury shares there is a restriction on the distribution of retained earnings or free reserves, equal to the acquisition cost.
Dividends
During the three-month period ended as of September 30, 2015, there were no distributions of dividends.
71
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
28. Revenues
|
September 30, 2015 |
|
September 30, 2014 | ||||||||||||
|
Urban properties and investments |
|
Agricultural |
|
Agroindustrial |
|
Total |
|
Urban properties and investments |
|
Agricultural |
|
Agroindustrial |
|
Total |
Trading properties |
1,158 |
|
- |
|
- |
|
1,158 |
|
4,748 |
|
- |
|
- |
|
4,748 |
Crops |
- |
|
262,949 |
|
- |
|
262,949 |
|
- |
|
325,820 |
|
- |
|
325,820 |
Cattle |
- |
|
45,332 |
|
- |
|
45,332 |
|
- |
|
29,975 |
|
- |
|
29,975 |
Dairy |
- |
|
17,503 |
|
- |
|
17,503 |
|
- |
|
17,467 |
|
- |
|
17,467 |
Sugarcane |
- |
|
101,649 |
|
- |
|
101,649 |
|
- |
|
100,181 |
|
- |
|
100,181 |
Supplies |
- |
|
14,507 |
|
- |
|
14,507 |
|
- |
|
18,426 |
|
- |
|
18,426 |
Beef |
- |
|
- |
|
189,910 |
|
189,910 |
|
- |
|
- |
|
215,241 |
|
215,241 |
Sales income |
1,158 |
|
441,940 |
|
189,910 |
|
633,008 |
|
4,748 |
|
491,869 |
|
215,241 |
|
711,858 |
Base rent |
349,104 |
|
- |
|
- |
|
349,104 |
|
304,460 |
|
1,160 |
|
- |
|
305,620 |
Contingent rent |
137,936 |
|
- |
|
- |
|
137,936 |
|
86,610 |
|
- |
|
- |
|
86,610 |
Admission rights |
45,015 |
|
- |
|
- |
|
45,015 |
|
34,600 |
|
- |
|
- |
|
34,600 |
Parking fees |
36,965 |
|
- |
|
- |
|
36,965 |
|
24,844 |
|
- |
|
- |
|
24,844 |
Commissions |
15,745 |
|
431 |
|
- |
|
16,176 |
|
14,135 |
|
448 |
|
- |
|
14,583 |
Consignment revenues |
- |
|
6,743 |
|
- |
|
6,743 |
|
- |
|
4,625 |
|
- |
|
4,625 |
Property management fees |
8,717 |
|
- |
|
- |
|
8,717 |
|
7,483 |
|
- |
|
- |
|
7,483 |
Expenses and Collective Promotion Funds |
254,941 |
|
- |
|
- |
|
254,941 |
|
201,422 |
|
- |
|
- |
|
201,422 |
Flattening of tiered lease payments |
3,836 |
|
- |
|
- |
|
3,836 |
|
9,663 |
|
- |
|
- |
|
9,663 |
Leases and agricultural services |
- |
|
3,781 |
|
- |
|
3,781 |
|
- |
|
3,634 |
|
686 |
|
4,320 |
Advertising and brokerage fees |
- |
|
11,463 |
|
- |
|
11,463 |
|
- |
|
11,773 |
|
- |
|
11,773 |
Others |
4,115 |
|
1,838 |
|
- |
|
5,953 |
|
5,222 |
|
3,979 |
|
- |
|
9,201 |
Leases and service income |
856,374 |
|
24,256 |
|
- |
|
880,630 |
|
688,439 |
|
25,619 |
|
686 |
|
714,744 |
Consumer financing |
28 |
|
- |
|
- |
|
28 |
|
55 |
|
- |
|
- |
|
55 |
Hotel operations |
110,695 |
|
- |
|
- |
|
110,695 |
|
96,827 |
|
- |
|
- |
|
96,827 |
Other revenues |
110,723 |
|
- |
|
- |
|
110,723 |
|
96,882 |
|
- |
|
- |
|
96,882 |
Total Group revenue |
968,255 |
|
466,196 |
|
189,910 |
|
1,624,361 |
|
790,069 |
|
517,488 |
|
215,927 |
|
1,523,484 |
-
72
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
29. Costs
|
September 30, 2015 |
|
September 30, 2014 | ||||||||||||
|
Urban properties and investments |
|
Agricultural |
|
Agroindustrial |
|
Total |
|
Urban properties and investments |
|
Agricultural |
|
Agroindustrial |
|
Total |
Cost of leases and services |
- |
|
2,169 |
|
- |
|
2,169 |
|
- |
|
3,339 |
|
- |
|
3,339 |
Other operative costs |
- |
|
2,392 |
|
- |
|
2,392 |
|
- |
|
2,666 |
|
- |
|
2,666 |
Cost of property operations |
- |
|
4,561 |
|
- |
|
4,561 |
|
- |
|
6,005 |
|
- |
|
6,005 |
Crops |
- |
|
302,273 |
|
- |
|
302,273 |
|
- |
|
431,084 |
|
- |
|
431,084 |
Cattle |
- |
|
76,029 |
|
- |
|
76,029 |
|
- |
|
82,240 |
|
- |
|
82,240 |
Dairy |
- |
|
33,610 |
|
- |
|
33,610 |
|
- |
|
32,836 |
|
- |
|
32,836 |
Sugarcane |
- |
|
143,166 |
|
- |
|
143,166 |
|
- |
|
151,158 |
|
- |
|
151,158 |
Supplies |
- |
|
11,936 |
|
- |
|
11,936 |
|
- |
|
14,006 |
|
- |
|
14,006 |
Beef |
- |
|
- |
|
170,145 |
|
170,145 |
|
- |
|
- |
|
156,616 |
|
156,616 |
Others |
- |
|
2,447 |
|
- |
|
2,447 |
|
- |
|
777 |
|
- |
|
777 |
Leases and agricultural services |
- |
|
2,612 |
|
- |
|
2,612 |
|
- |
|
1,871 |
|
- |
|
1,871 |
Consignment costs |
- |
|
1,219 |
|
- |
|
1,219 |
|
- |
|
474 |
|
- |
|
474 |
Commissions |
- |
|
1,819 |
|
- |
|
1,819 |
|
- |
|
3,103 |
|
- |
|
3,103 |
Brokerage operations |
- |
|
8,621 |
|
- |
|
8,621 |
|
- |
|
7,683 |
|
- |
|
7,683 |
Cost of agricultural sales and services |
- |
|
583,732 |
|
170,145 |
|
753,877 |
|
- |
|
725,232 |
|
156,616 |
|
881,848 |
Cost of sale of trading properties |
4,559 |
|
- |
|
- |
|
4,559 |
|
2,907 |
|
- |
|
- |
|
2,907 |
Cost from hotel operations |
81,563 |
|
- |
|
- |
|
81,563 |
|
66,291 |
|
- |
|
- |
|
66,291 |
Cost of leases and services |
349,999 |
|
- |
|
- |
|
349,999 |
|
286,098 |
|
- |
|
- |
|
286,098 |
Costs from Consumer Financing |
32 |
|
- |
|
- |
|
32 |
|
74 |
|
- |
|
- |
|
74 |
Total Group costs |
436,153 |
|
588,293 |
|
170,145 |
|
1,194,591 |
|
355,370 |
|
731,237 |
|
156,616 |
|
1,243,223 |
73
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
30. Expenses by nature
For the three-month period ended as of September 30, 2015:
|
Group costs |
|
|
|
|
|
| ||||||||||||
|
Cost of property operations |
|
Cost of agricultural sales and services |
|
Cost of agriculture production |
|
Cost of sale of trading properties |
|
Cost from Consumer Financing |
|
Cost from hotel operations |
|
Other operative costs |
|
General and administrative expenses |
|
Selling expenses |
|
Total |
Leases, services charges and vacant property costs |
4,709 |
|
807 |
|
121 |
|
215 |
|
- |
|
280 |
|
4 |
|
2,286 |
|
577 |
|
8,999 |
Depreciation and amortization |
50,244 |
|
10,099 |
|
3,043 |
|
18 |
|
- |
|
2,891 |
|
771 |
|
3,288 |
|
152 |
|
70,506 |
Allowance for doubtful accounts |
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
6,826 |
|
6,826 |
Advertising, publicity and other selling expenses |
52,610 |
|
- |
|
- |
|
- |
|
- |
|
1,683 |
|
- |
|
- |
|
10,304 |
|
64,597 |
Taxes, rates and contributions |
27,244 |
|
679 |
|
2,735 |
|
750 |
|
- |
|
90 |
|
13 |
|
4,775 |
|
45,561 |
|
81,847 |
Maintenance and repairs |
97,669 |
|
4,082 |
|
4,877 |
|
2,049 |
|
- |
|
9,657 |
|
247 |
|
10,910 |
|
395 |
|
129,886 |
Fees and payments for services |
678 |
|
47,711 |
|
832 |
|
124 |
|
32 |
|
197 |
|
17 |
|
40,818 |
|
2,413 |
|
92,822 |
Director´s fees |
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
46,287 |
|
- |
|
46,287 |
Payroll and social security expenses (Note 31) |
110,317 |
|
31,977 |
|
19,857 |
|
- |
|
- |
|
48,972 |
|
1,009 |
|
70,898 |
|
12,467 |
|
295,497 |
Cost of sale of properties |
- |
|
- |
|
- |
|
1,400 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
1,400 |
Food, beverage and other lodging expenses |
- |
|
- |
|
- |
|
- |
|
- |
|
17,654 |
|
- |
|
2,165 |
|
1,072 |
|
20,891 |
Changes in biological assets and agricultural produce |
- |
|
433,601 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
58 |
|
- |
|
433,659 |
Supplies and labor |
- |
|
6,634 |
|
173,607 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
511 |
|
180,752 |
Freights |
667 |
|
449 |
|
3,593 |
|
- |
|
- |
|
- |
|
38 |
|
68 |
|
29,383 |
|
34,198 |
Commissions and expenses |
- |
|
1,548 |
|
- |
|
- |
|
- |
|
- |
|
17 |
|
6,030 |
|
1,747 |
|
9,342 |
Conditioning and clearance |
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
9,728 |
|
9,728 |
Travel and library expenses |
2,872 |
|
4,342 |
|
2,877 |
|
3 |
|
- |
|
139 |
|
152 |
|
2,685 |
|
396 |
|
13,466 |
Export expenses |
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
23,551 |
|
23,551 |
Others |
2,989 |
|
2,569 |
|
6 |
|
- |
|
- |
|
- |
|
124 |
|
4,190 |
|
1,433 |
|
11,311 |
Total expenses by nature |
349,999 |
|
544,498 |
|
211,548 |
|
4,559 |
|
32 |
|
81,563 |
|
2,392 |
|
194,458 |
|
146,516 |
|
1,535,565 |
74
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
30. Expenses by nature (Continued)
For the three-month period ended as of September 30, 2014:
|
Group costs |
|
|
|
|
|
| ||||||||||||
|
Cost of property operations |
|
Cost of agricultural sales and services |
|
Cost of agriculture production |
|
Cost of sale of trading properties |
|
Cost from Consumer Financing |
|
Cost from hotel operations |
|
Other operative costs |
|
General and administrative expenses |
|
Selling expenses |
|
Total |
Leases, services charges and vacant property costs |
4,398 |
|
720 |
|
281 |
|
93 |
|
- |
|
250 |
|
13 |
|
2,450 |
|
414 |
|
8,619 |
Depreciation and amortization |
40,229 |
|
14,005 |
|
2,056 |
|
208 |
|
- |
|
2,838 |
|
741 |
|
2,853 |
|
335 |
|
63,265 |
Allowance for doubtful accounts |
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
5,965 |
|
5,965 |
Advertising, publicity and other selling expenses |
31,889 |
|
- |
|
- |
|
- |
|
- |
|
1,540 |
|
- |
|
- |
|
9,206 |
|
42,635 |
Taxes, rates and contributions |
25,638 |
|
778 |
|
1,359 |
|
684 |
|
- |
|
- |
|
23 |
|
4,491 |
|
40,574 |
|
73,547 |
Maintenance and repairs |
76,220 |
|
3,205 |
|
4,958 |
|
912 |
|
- |
|
8,306 |
|
330 |
|
8,139 |
|
391 |
|
102,461 |
Fees and payments for services |
7,992 |
|
52,695 |
|
690 |
|
5 |
|
65 |
|
402 |
|
352 |
|
25,508 |
|
2,139 |
|
89,848 |
Director´s fees |
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
27,350 |
|
- |
|
27,350 |
Payroll and social security expenses (Note 31) |
91,333 |
|
30,145 |
|
15,330 |
|
165 |
|
- |
|
37,264 |
|
656 |
|
56,449 |
|
9,820 |
|
241,162 |
Cost of sale of properties |
- |
|
- |
|
- |
|
828 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
828 |
Food, beverage and other lodging expenses |
- |
|
- |
|
- |
|
- |
|
- |
|
15,550 |
|
- |
|
1,887 |
|
1,297 |
|
18,734 |
Changes in biological assets and agricultural produce |
- |
|
333,888 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
333,888 |
Supplies and labor |
- |
|
180,650 |
|
229,687 |
|
- |
|
- |
|
- |
|
7 |
|
- |
|
659 |
|
411,003 |
Freights |
- |
|
465 |
|
3,434 |
|
- |
|
- |
|
- |
|
- |
|
15 |
|
42,069 |
|
45,983 |
Commissions and expenses |
- |
|
1,918 |
|
104 |
|
- |
|
- |
|
- |
|
- |
|
1,510 |
|
1,755 |
|
5,287 |
Conditioning and clearance |
- |
|
- |
|
7 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
8,520 |
|
8,527 |
Others |
8,399 |
|
6,284 |
|
2,873 |
|
12 |
|
9 |
|
141 |
|
199 |
|
8,699 |
|
(590) |
|
26,026 |
Total expenses by nature |
286,098 |
|
624,753 |
|
260,779 |
|
2,907 |
|
74 |
|
66,291 |
|
2,321 |
|
139,351 |
|
122,554 |
|
1,505,128 |
75
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
31. Employee costs
|
September 30, 2015 |
|
September 30, 2014 |
Salaries, bonuses and social security costs |
267,692 |
|
215,011 |
Equity settled compensation |
9,423 |
|
15,464 |
Pension costs – defined contribution plan |
871 |
|
238 |
Others |
17,511 |
|
10,449 |
|
295,497 |
|
241,162 |
32. Other operating results, net
|
September 30, 2015 |
|
September 30, 2014 |
Gain from commodity derivative financial instruments |
24,408 |
|
9,693 |
Loss from disposal of other property items |
(5,841) |
|
(577) |
Gain from disposal of intangible assets |
378 |
|
- |
Gain from disposal of interest in associates |
- |
|
8,758 |
Tax on personal assets |
(3,182) |
|
(4,367) |
Consulting fee |
614 |
|
496 |
Contingencies (i) |
(709) |
|
(3,452) |
Donations |
(4,644) |
|
(3,896) |
Unrecoverable VAT |
(565) |
|
(118) |
Expenses related to transfers of investment property, plant and equipment to subsidiaries |
- |
|
(8,899) |
Others |
250 |
|
3,326 |
Total other operating results, net |
10,709 |
|
964 |
(i) Including costs and legal expenses.
76
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
33. Financial results, net
|
September 30, 2015 |
|
September 30, 2014 |
Finance income: |
|
|
|
- Interest income |
30,228 |
|
17,905 |
- Foreign exchange gains |
56,843 |
|
33,318 |
- Dividends income |
4,370 |
|
4,195 |
Finance income |
91,441 |
|
55,418 |
|
|
|
|
Finance costs: |
|
|
|
- Interest expense |
(253,894) |
|
(230,005) |
- Foreign exchange losses |
(229,609) |
|
(230,934) |
- Other financial costs |
(33,032) |
|
(38,780) |
Finance costs |
(516,535) |
|
(499,719) |
Less finance costs capitalized |
- |
|
2,034 |
Total financial costs |
(516,535) |
|
(497,685) |
Other finance results: |
|
|
|
- Fair value (Loss) / Gains of financial assets and liabilities at fair value through profit or loss |
(234,482) |
|
149,400 |
- Gain / (Loss) from derivative financial instruments (except commodities) |
198,747 |
|
(40,625) |
- Gain / (Loss) on the revaluation of receivables arising from the sale of farmland |
14,260 |
|
(7,326) |
- Loss from repurchase of Non-convertible Notes |
(297) |
|
- |
Total other finance results |
(21,772) |
|
101,449 |
Total financial results, net |
(446,866) |
|
(340,818) |
34. Share-based payments
Established by the Company and subsidiaries
Equity Incentive Plan
For the three-month periods ended September 30, 2015 and 2014, the Group incurred in a charge of Ps. 9.4 million and Ps. 15.2 million, respectively, related to the awards granted under the Equity Incentive Plan.
Movements in the number of equity-settled options outstanding under the Equity Incentive Plan were as follows:
|
September 30, 2015 |
|
June 30, 2015 |
At the beginning |
7,613,637 |
|
10,033,785 |
Additions |
- |
|
308,426 |
Granted |
(660,744) |
|
(1,883,077) |
Disposals |
(31,696) |
|
(845,497) |
At the end |
6,921,197 |
|
7,613,637 |
77
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
34. Share-based payments (Continued)
Established only by subsidiary undertakings
BrasilAgro Stock Option Plan
For the three-month period ended September 30, 2105, the Group had no charges related to related to the awards granted under the BrasilAgro Stock Option Plan, while for the three-month period ended September 30, 2014, the charge incurred was Ps. 0.3 million.
Movements in the number of equity-settled options outstanding and their related weighted average exercise prices under the BrasilAgro Stock Option Plan are as follows:
|
|
September 30, 2015 | ||||||||
|
|
First tranche |
Second tranche |
Third tranche | ||||||
|
|
Option’s Exercise price |
|
Options |
Option’s Exercise price |
|
Options |
Option’s Exercise price |
|
Options |
At the beginning |
|
Ps. 8.97 |
|
233,689 |
Ps. 8.25 |
|
206,425 |
Ps. 8.52 |
|
206,425 |
Granted |
|
- |
|
- |
- |
|
- |
- |
|
- |
Forfeited |
|
- |
|
- |
- |
|
- |
- |
|
- |
Exercised |
|
- |
|
(233,689) |
- |
|
- |
- |
|
- |
Expired |
|
- |
|
- |
- |
|
- |
- |
|
- |
At the end |
|
Ps. 8.97 |
|
- |
Ps. 8.25 |
|
206,425 |
Ps. 8.52 |
|
206,425 |
|
|
June 30, 2015 | ||||||||
|
|
First tranche |
Second tranche |
Third tranche | ||||||
|
|
Option’s Exercise price |
|
Options |
Option’s Exercise price |
|
Options |
Option’s Exercise price |
|
Options |
At the beginning |
|
Ps. 8.97 |
|
301,848 |
Ps. 8.25 |
|
260,952 |
Ps. 8.52 |
|
260,952 |
Granted |
|
- |
|
- |
- |
|
- |
- |
|
- |
Cancelled |
|
- |
|
- |
- |
|
- |
- |
|
- |
Exercised |
|
- |
|
- |
- |
|
- |
- |
|
- |
Expired |
|
- |
|
(68,159) |
- |
|
(54,527) |
- |
|
(54,527) |
At the end |
|
Ps. 8.97 |
|
233,689 |
Ps. 8.25 |
|
206,425 |
Ps. 8.52 |
|
206,425 |
78
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
35. Related party transactions
During the normal course of business, the Group conducts transactions with different entities or parties related to it. An individual or legal entity is considered a related party where:
- An entity, individual or close relative of such individual or legal entity exercises control, or joint control, or significant influence over the reporting entity, or is a member of the Board of Directors or the Senior Management of the entity or its controlling company.
- An entity is a subsidiary, associate or joint venture of the entity or its controlling or controlled company.
Main transactions conducted with related parties are described in Note 39 to the Consolidated Financial Statements as of June 30, 2015 and 2014.
79
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
35. Related party transactions (Continued)
See description of the main transactions conducted with related parties in Note 39 to the Consolidated Financial Statements as of June 30, 2015 and 2014.
The following is a summary of the balances with related parties as of September 30, 2015:
Related party |
|
Description of transaction |
|
Investment in financial assets Non-current |
|
Investment in financial assets Current |
|
Trade and other receivables Non-current |
|
Trade and other receivables Current |
|
Trade and other payables Non-current |
|
Trade and other payables Current |
|
Borrowings Non-current |
|
Borrowings Current |
Associates |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tarshop S.A. |
|
Reimbursement of expenses |
|
- |
|
- |
|
- |
|
1,371 |
|
- |
|
- |
|
- |
|
- |
|
|
Leases and/or rights of use. |
|
- |
|
- |
|
- |
|
- |
|
(10) |
|
(536) |
|
- |
|
- |
New Lipstick LLC |
|
Reimbursement of expenses |
|
- |
|
- |
|
- |
|
2,646 |
|
- |
|
- |
|
- |
|
- |
Supertel |
|
Financial operations |
|
- |
|
- |
|
- |
|
34,958 |
|
- |
|
- |
|
- |
|
- |
Lipstick Management LLC |
|
Reimbursement of expenses |
|
- |
|
- |
|
- |
|
886 |
|
- |
|
- |
|
- |
|
- |
Agro-Uranga S.A |
|
Dividends receivable |
|
- |
|
- |
|
- |
|
1,960 |
|
- |
|
- |
|
- |
|
- |
|
Purchase of goods and/or services |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(905) |
|
- |
|
- | |
|
Receivables on futures and options |
|
- |
|
- |
|
- |
|
40 |
|
- |
|
- |
|
- |
|
- | |
|
Sale of goods and/or services |
|
- |
|
- |
|
- |
|
802 |
|
- |
|
- |
|
- |
|
- | |
|
Brokerage |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(5) |
|
- |
|
- | |
Agrofy S.A. |
|
Contributions to be paid in |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(34) |
|
- |
|
- |
Agro Managers S.A. |
|
Reimbursement of expenses |
|
|
|
|
|
|
|
297 |
|
|
|
|
|
|
|
|
Banco Hipotecario S.A. |
|
Reimbursement of expenses |
|
- |
|
- |
|
- |
|
1 |
|
- |
|
(886) |
|
- |
|
- |
|
Advances |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(50) |
|
- |
|
- | |
|
Commission per supermarket aisle |
|
- |
|
- |
|
- |
|
68 |
|
- |
|
- |
|
- |
|
- | |
|
Borrowings |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(5,550) |
|
(18,069) | |
|
Leases and/or rights of use. |
|
- |
|
- |
|
- |
|
353 |
|
- |
|
- |
|
- |
|
- | |
Banco de Crédito y Securitización |
|
Reimbursement of expenses |
|
- |
|
|
|
- |
|
36 |
|
- |
|
- |
|
- |
|
- |
|
|
Non-convertible notes |
|
100,000 |
|
5,671 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
|
Leases and/or rights of use. |
|
- |
|
- |
|
- |
|
43 |
|
- |
|
- |
|
- |
|
- |
Total Associates |
|
|
|
100,000 |
|
5,671 |
|
- |
|
43,461 |
|
(10) |
|
(2,416) |
|
(5,550) |
|
(18,069) |
80
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
35. Related party transactions (Continued)
Related party |
|
Description of transaction |
|
Investment in financial assets Non-current |
|
Investment in financial assets Current |
|
Trade and other receivables Non-current |
|
Trade and other receivables Current |
|
Trade and other |
|
Trade and other payables Current |
|
Borrowings Non-current |
|
Borrowings Current |
Joint Ventures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cresca S.A. |
|
Management fees |
|
- |
|
- |
|
- |
|
20 |
|
- |
|
- |
|
- |
|
- |
|
|
Loans granted |
|
- |
|
- |
|
121,421 |
|
- |
|
- |
|
- |
|
- |
|
- |
Puerto Retiro S.A. |
|
Reimbursement of expenses |
|
|
|
|
|
|
|
44 |
|
|
|
|
|
|
|
|
|
|
Borrowings |
|
|
|
|
|
|
|
2,328 |
|
|
|
|
|
|
|
|
Nuevo Puerto Santa Fe S.A. |
|
Reimbursement of expenses |
|
- |
|
- |
|
- |
|
1,096 |
|
- |
|
(5) |
|
- |
|
- |
|
Borrowings |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(8,227) | |
|
Leases’ collections |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(4) |
|
- |
|
- | |
|
Share-based payments |
|
- |
|
- |
|
- |
|
514 |
|
- |
|
- |
|
- |
|
- | |
|
Leases and/or rights of use |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(735) |
|
- |
|
- | |
|
Management fees |
|
- |
|
- |
|
- |
|
3,043 |
|
- |
|
- |
|
- |
|
- | |
Quality Invest S.A. |
|
Management fees |
|
- |
|
- |
|
- |
|
22 |
|
- |
|
- |
|
- |
|
- |
|
Reimbursement of expenses |
|
- |
|
- |
|
- |
|
226 |
|
- |
|
- |
|
- |
|
- | |
Baicom Networks S.A. |
|
Management fees |
|
- |
|
- |
|
- |
|
19 |
|
- |
|
- |
|
- |
|
- |
|
|
Borrowings |
|
- |
|
- |
|
1,309 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
|
Contributions to be paid in |
|
- |
|
- |
|
- |
|
214 |
|
- |
|
- |
|
- |
|
- |
|
|
Reimbursement of expenses |
|
- |
|
- |
|
- |
|
28 |
|
- |
|
- |
|
- |
|
- |
Cyrsa S.A. |
|
Borrowings |
|
- |
|
- |
|
- |
|
- |
|
- |
|
|
|
(17,208) |
|
- |
|
Credit due to capital reduction |
|
- |
|
- |
|
- |
|
8,847 |
|
- |
|
- |
|
- |
|
- | |
|
Reimbursement of expenses |
|
- |
|
- |
|
- |
|
11 |
|
- |
|
(10) |
|
- |
|
- | |
Entretenimiento Universal S.A. |
|
Reimbursement of expenses |
|
- |
|
- |
|
- |
|
67 |
|
- |
|
- |
|
- |
|
- |
|
|
Borrowings |
|
- |
|
- |
|
- |
|
84 |
|
- |
|
- |
|
- |
|
- |
Entertainment Holding S.A. |
|
Reimbursement of expenses |
|
- |
|
- |
|
- |
|
138 |
|
- |
|
- |
|
- |
|
- |
|
|
Borrowings |
|
- |
|
- |
|
- |
|
75 |
|
- |
|
- |
|
- |
|
- |
Total Joint Ventures |
|
|
|
- |
|
- |
|
122,730 |
|
16,776 |
|
- |
|
(754) |
|
(17,208) |
|
(8,227) |
81
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
35. Related party transactions (Continued)
Related party |
|
Description of transaction |
|
Investment in financial assets Non-current |
|
Investment in financial assets Current |
|
Trade and other receivables Non-current |
|
Trade and other receivables Current |
|
Trade and Non-current |
|
Trade and other payables Current |
|
Borrowings Non-current |
|
Borrowings Current |
Other related parties |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consultores Asset Management S.A. (“CAMSA”) |
|
Advances to be recovered |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(6,322) |
|
- |
|
- |
|
Reimbursement of expenses |
|
- |
|
- |
|
- |
|
5,181 |
|
- |
|
(53) |
|
- |
|
- | |
Estudio Zang, Bergel & Viñes |
|
Advances |
|
- |
|
- |
|
- |
|
11 |
|
- |
|
- |
|
- |
|
- |
|
Legal services |
|
- |
|
- |
|
- |
|
385 |
|
- |
|
(1,128) |
|
- |
|
- | |
Fundación IRSA |
|
Reimbursement of expenses |
|
- |
|
- |
|
- |
|
108 |
|
- |
|
- |
|
- |
|
- |
|
|
|
|
- |
|
- |
|
- |
|
- |
|
- |
|
(581) |
|
- |
|
- |
Inversiones Financieras del Sur S.A. |
|
Financial operations |
|
- |
|
- |
|
- |
|
337,406 |
|
- |
|
- |
|
- |
|
- |
|
|
Reimbursement of expenses |
|
- |
|
- |
|
- |
|
1,250 |
|
- |
|
- |
|
- |
|
- |
|
|
Dividends |
|
- |
|
- |
|
- |
|
359 |
|
- |
|
- |
|
- |
|
- |
Boulevard Norte S.A. |
|
Reimbursement of expenses |
|
- |
|
- |
|
- |
|
780 |
|
- |
|
- |
|
- |
|
- |
|
|
Borrowings |
|
- |
|
- |
|
- |
|
5 |
|
- |
|
- |
|
- |
|
- |
Museo de los Niños |
|
Reimbursement of expenses |
|
- |
|
- |
|
- |
|
99 |
|
- |
|
(10) |
|
- |
|
- |
|
Leases and/or rights of use |
|
- |
|
- |
|
- |
|
776 |
|
- |
|
- |
|
- |
|
- | |
Austral Gold |
|
Reimbursement of expenses |
|
- |
|
- |
|
- |
|
797 |
|
- |
|
- |
|
- |
|
- |
Ogden Argentina S.A. |
|
Reimbursement of expenses |
|
- |
|
- |
|
- |
|
121 |
|
- |
|
- |
|
- |
|
- |
|
|
Borrowings |
|
- |
|
- |
|
- |
|
761 |
|
- |
|
- |
|
- |
|
- |
La Rural S.A. |
|
Reimbursement of expenses |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(39) |
|
- |
|
- |
IFIS Limited |
|
Reimbursement of expenses |
|
- |
|
- |
|
- |
|
9 |
|
- |
|
- |
|
- |
|
- |
Consultores Venture Capital Uruguay |
|
Management fees |
|
- |
|
- |
|
- |
|
1,223 |
|
- |
|
- |
|
- |
|
- |
Elsztain Managing Partners |
|
Management fees |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(35) |
|
- |
|
- |
Total Other related parties |
|
|
|
- |
|
- |
|
- |
|
349,271 |
|
- |
|
(8,168) |
|
- |
|
- |
Directors and Senior Management |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Directors and Senior Management |
|
Fees |
|
- |
|
- |
|
- |
|
- |
|
(4,292) |
|
(80,085) |
|
- |
|
- |
|
Advances |
|
- |
|
- |
|
- |
|
8,417 |
|
- |
|
- |
|
- |
|
- | |
|
Guarantee deposits |
|
- |
|
- |
|
- |
|
- |
|
(20) |
|
- |
|
- |
|
- | |
|
Reimbursement of expenses |
|
- |
|
- |
|
- |
|
39 |
|
- |
|
(13) |
|
- |
|
- | |
Total Directors and Senior Management |
|
|
|
- |
|
- |
|
- |
|
8,456 |
|
(4,312) |
|
(80,098) |
|
- |
|
- |
Total |
|
|
|
100,000 |
|
5,671 |
|
122,730 |
|
417,964 |
|
(4,322) |
|
(91,436) |
|
(22,758) |
|
(26,296) |
82
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
35. Related party transactions (Continued)
The following is a summary of the balances with related parties as of June 30, 2015:
Related party |
|
Description of transaction |
|
Investment in financial assets Non-current |
|
Investment in financial assets Current |
|
Trade and other receivables Non-current |
|
Trade and other receivables Current |
|
Trade and Non-current |
|
Trade and other payables Current |
|
Borrowings Non-current |
|
Borrowings Current |
|
Derivative financial instruments |
Associates |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tarshop S.A. |
|
Reimbursement of expenses |
|
- |
|
- |
|
- |
|
1,792 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
|
Leases and/or rights of use |
|
- |
|
- |
|
- |
|
- |
|
(25) |
|
(722) |
|
- |
|
- |
|
- |
New Lipstick LLC |
|
Reimbursement of expenses |
|
- |
|
- |
|
- |
|
2,567 |
|
- |
|
- |
|
- |
|
- |
|
- |
Condor |
|
Financial operations |
|
- |
|
- |
|
- |
|
29,492 |
|
- |
|
- |
|
- |
|
- |
|
- |
Lipstick Management LLC |
|
Reimbursement of expenses |
|
|
|
|
|
|
|
854 |
|
|
|
|
|
|
|
|
|
|
Metropolitan |
|
Reimbursement of expenses |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(10) |
|
- |
|
- |
|
- |
Agro-Uranga S.A |
|
Receivables on futures and options |
|
- |
|
- |
|
- |
|
184 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
Purchase of goods and/or services |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(807) |
|
- |
|
- |
|
- | |
|
Commissions receivable |
|
- |
|
- |
|
- |
|
12 |
|
- |
|
- |
|
- |
|
- |
|
- | |
|
Brokerage |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(40) |
|
- |
|
- |
|
- | |
|
Sale of inputs |
|
- |
|
- |
|
- |
|
595 |
|
- |
|
- |
|
- |
|
- |
|
- | |
Agro Managers S.A. |
|
Reimbursement of expenses |
|
- |
|
- |
|
- |
|
297 |
|
- |
|
- |
|
- |
|
- |
|
- |
Banco Hipotecario S.A. |
|
Reimbursement of expenses |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(117) |
|
- |
|
- |
|
- |
|
Advances |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(1,428) |
|
- |
|
- |
|
- | |
|
Commissions per supermarket aisle |
|
- |
|
- |
|
- |
|
68 |
|
- |
|
- |
|
- |
|
- |
|
- | |
|
Borrowings |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(7,674) |
|
(22,155) |
|
- | |
|
Leases and/or rights of use |
|
- |
|
- |
|
- |
|
762 |
|
- |
|
- |
|
- |
|
- |
|
- | |
Banco de Crédito y |
|
Reimbursement of expenses |
|
- |
|
- |
|
- |
|
1,766 |
|
- |
|
- |
|
- |
|
- |
|
- |
Securitización |
|
Leases and/or rights of use |
|
- |
|
- |
|
- |
|
42 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
|
Non-convertible notes |
|
100,000 |
|
452 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
Total Associates |
|
|
|
100,000 |
|
452 |
|
- |
|
38,431 |
|
(25) |
|
(3,124) |
|
(7,674) |
|
(22,155) |
|
- |
83
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
35. Related party transactions (Continued)
Related party |
|
Description of transaction |
|
Investment in financial assets Non-current |
|
Investment in financial assets Current |
|
Trade and other receivables Non-current |
|
Trade and other receivables Current |
|
Trade and Non-current |
|
Trade and other payables Current |
|
Borrowings Non-current |
|
Borrowings Current |
|
Derivative financial instruments |
Joint Ventures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cresca S.A. |
|
Management fees |
|
- |
|
- |
|
- |
|
29 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
Loans granted |
|
- |
|
- |
|
114,446 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- | |
Puerto Retiro S.A. |
|
Borrowings |
|
- |
|
- |
|
- |
|
2,148 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
Reimbursement of expenses |
|
- |
|
- |
|
- |
|
257 |
|
- |
|
- |
|
- |
|
- |
|
- | |
Nuevo Puerto Santa Fe S.A. |
|
Reimbursement of expenses |
|
- |
|
- |
|
- |
|
543 |
|
- |
|
(5) |
|
- |
|
- |
|
- |
|
Borrowings |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(7,826) |
|
- | |
|
Share-based payments |
|
- |
|
- |
|
- |
|
467 |
|
- |
|
- |
|
- |
|
- |
|
- | |
|
Leases’ collections |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(4) |
|
- |
|
- |
|
- | |
|
Leases and/or rights of use |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(594) |
|
- |
|
- |
|
- | |
|
Management fees |
|
- |
|
- |
|
- |
|
2,644 |
|
- |
|
- |
|
- |
|
- |
|
- | |
Quality Invest S.A. |
|
Management fees |
|
- |
|
- |
|
- |
|
22 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
Reimbursement of expenses |
|
- |
|
- |
|
- |
|
233 |
|
- |
|
- |
|
- |
|
- |
|
- | |
Baicom Networks S.A. |
|
Management fees |
|
- |
|
- |
|
- |
|
16 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
|
Borrowings |
|
- |
|
- |
|
1,275 |
|
222 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
|
Contributions to be paid in |
|
- |
|
- |
|
- |
|
10 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
|
Reimbursement of expenses |
|
- |
|
- |
|
- |
|
924 |
|
- |
|
- |
|
- |
|
- |
|
- |
Cyrsa S.A |
|
Credit due to capital reduction |
|
- |
|
- |
|
- |
|
8,847 |
|
- |
|
- |
|
- |
|
- |
|
- |
. |
|
Borrowings |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(14,438) |
|
- |
|
- |
|
Reimbursement of expenses |
|
- |
|
- |
|
- |
|
11 |
|
- |
|
(23) |
|
- |
|
- |
|
- | |
Entretenimiento |
|
Reimbursement of expenses |
|
- |
|
- |
|
- |
|
115 |
|
- |
|
- |
|
- |
|
- |
|
- |
Universal S.A. |
|
Borrowings |
|
- |
|
- |
|
- |
|
80 |
|
- |
|
- |
|
- |
|
- |
|
- |
Entertainment Holding S.A. |
|
Reimbursement of expenses |
|
- |
|
- |
|
- |
|
211 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
|
Borrowings |
|
- |
|
- |
|
- |
|
72 |
|
- |
|
- |
|
- |
|
- |
|
- |
Total Joint Ventures |
|
|
|
- |
|
- |
|
115,721 |
|
16,851 |
|
- |
|
(626) |
|
(14,438) |
|
(7,826) |
|
- |
84
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
35. Related party transactions (Continued)
Related party |
|
Description of transaction |
|
Investment in financial assets Non-current |
|
Investment in financial assets Current |
|
Trade and other receivables Non-current |
|
Trade and other receivables Current |
|
Trade and |
|
Trade and other payables Current |
|
Borrowings Non-current |
|
Borrowings Current |
|
Derivative financial instruments |
Other related parties |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CAMSA |
|
Management fees |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(6,743) |
|
- |
|
- |
|
- |
|
Reimbursement of expenses |
|
- |
|
- |
|
- |
|
7,292 |
|
- |
|
- |
|
- |
|
- |
|
- | |
Estudio Zang, Bergel & Viñes |
|
Advances |
|
- |
|
- |
|
- |
|
33 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
Legal services |
|
- |
|
- |
|
- |
|
377 |
|
- |
|
(1,185) |
|
- |
|
- |
|
- | |
Estudio Managing Partners |
|
Management fees |
|
- |
- |
- |
|
- |
|
- |
|
- |
|
(34) |
|
- |
|
- |
|
- |
Fundación IRSA |
|
Reimbursement of expenses |
|
- |
|
- |
|
- |
|
102 |
|
- |
|
- |
|
- |
|
- |
|
- |
Inversiones Financieras del Sur S.A. |
|
Financial operations |
|
- |
|
- |
|
- |
|
323,018 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
|
Dividends receivables |
|
- |
|
- |
|
- |
|
359 |
|
- |
|
- |
|
- |
|
- |
|
- |
Museo de los Niños |
|
Reimbursement of expenses |
|
- |
|
- |
|
- |
|
94 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
|
Leases and/or rights of use |
|
- |
|
- |
|
- |
|
750 |
|
- |
|
- |
|
- |
|
- |
|
- |
Austral Gold |
|
Reimbursement of expenses |
|
- |
|
- |
|
- |
|
331 |
|
- |
|
(1) |
|
- |
|
- |
|
- |
|
|
Borrowings |
|
- |
|
- |
|
- |
|
5 |
|
- |
|
- |
|
- |
|
- |
|
- |
Boulevard Norte S.A. |
|
Reimbursement of expenses |
|
- |
|
- |
|
- |
|
881 |
|
- |
|
- |
|
- |
|
- |
|
- |
Ogden Argentina S.A. |
|
Reimbursement of expenses |
|
- |
|
- |
|
- |
|
250 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
|
Borrowings |
|
- |
|
- |
|
- |
|
724 |
|
- |
|
- |
|
- |
|
- |
|
- |
La Rural S.A. |
|
Reimbursement of expenses |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(39) |
|
- |
|
- |
|
- |
Consultores Venture Capital Uruguay |
|
Management fees |
|
- |
|
- |
|
- |
|
1,125 |
|
- |
|
- |
|
- |
|
- |
|
- |
Total Other related parties |
|
|
|
- |
|
- |
|
- |
|
335,341 |
|
- |
|
(8,002) |
|
- |
|
- |
|
- |
Directors and Senior Management |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Directors and Senior Management |
|
Fees |
|
|
|
|
|
|
|
|
|
- |
|
(41,634) |
|
- |
|
- |
|
- |
|
Advances |
|
- |
|
- |
|
- |
|
317 |
|
- |
|
- |
|
- |
|
- |
|
- | |
|
Guarantee deposits |
|
- |
|
- |
|
- |
|
- |
|
(21) |
|
- |
|
- |
|
- |
|
- | |
|
Reimbursement of expenses |
|
- |
|
- |
|
- |
|
40 |
|
- |
|
(15) |
|
- |
|
- |
|
- | |
Total Directors and Senior Management |
|
|
|
- |
|
- |
|
- |
|
357 |
|
(21) |
|
(41,649) |
|
- |
|
- |
|
- |
Total |
|
|
|
100,000 |
|
452 |
|
115,721 |
|
390,980 |
|
(46) |
|
(53,401) |
|
(22,112) |
|
(29,981) |
|
- |
85
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
35. Related party transactions (Continued)
The following is a summary of the transactions with related parties for the three-month period ended as of September 30, 2015:
Related party |
|
Leases and/or rights to use |
|
Administration and management fees |
|
Sale of goods and/or services |
|
Compensation of Directors and senior management |
|
Legal services |
|
Financial operations |
|
Commissions |
|
Donations |
Associates |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Agro-Uranga S.A. |
|
- |
|
- |
|
874 |
|
- |
|
- |
|
- |
|
- |
|
- |
Tarshop S.A. |
|
2,502 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
Banco Crédito y Securitización S.A. |
|
1,259 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
Banco Hipotecario S.A. |
|
583 |
|
- |
|
- |
|
- |
|
- |
|
(1,290) |
|
- |
|
- |
Total Associates |
|
4,344 |
|
- |
|
874 |
|
- |
|
- |
|
(1,290) |
|
- |
|
- |
Joint Ventures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cyrsa S.A. |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(693) |
|
- |
|
- |
Baicom Networks S.A. |
|
- |
|
3 |
|
- |
|
- |
|
- |
|
16 |
|
- |
|
- |
Nuevo Puerto Santa Fe S.A. |
|
(142) |
|
523 |
|
- |
|
- |
|
- |
|
(404) |
|
- |
|
- |
Entretenimiento Universal S.A. |
|
- |
|
- |
|
- |
|
- |
|
- |
|
3 |
|
- |
|
- |
Entertainment Holdings S.A. |
|
- |
|
- |
|
- |
|
- |
|
- |
|
3 |
|
- |
|
- |
Puerto Retiro S.A. |
|
- |
|
- |
|
- |
|
- |
|
- |
|
180 |
|
- |
|
- |
Quality Invest S.A. |
|
- |
|
54 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
Total Joint Ventures |
|
(142) |
|
580 |
|
- |
|
- |
|
- |
|
(895) |
|
- |
|
- |
Other related parties |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consultores Asset Management S.A. (CAMSA) |
|
127 |
|
(11,617) |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
Inversiones Financieras del Sur S.A. |
|
- |
|
- |
|
- |
|
- |
|
- |
|
1,585 |
|
- |
|
- |
Estudio Zang, Bergel & Viñes |
|
- |
|
- |
|
- |
|
- |
|
(1,783) |
|
- |
|
- |
|
- |
Fundación IRSA |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
96 |
Hamonet S.A. |
|
(138) |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
Isaac Elsztain e Hijos S.C.A. |
|
(264) |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
Condor Hospitality Trust Inc. (formerly Supertel Hospitality Inc., due to change of corporate name). |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(126,019) |
|
- |
|
- |
Ogden Argentina S.A. |
|
|
|
- |
|
- |
|
- |
|
- |
|
37 |
|
- |
|
- |
Total Other related parties |
|
(275) |
|
(11,617) |
|
- |
|
- |
|
(1,783) |
|
(124,397) |
|
- |
|
96 |
Directors and Senior Management |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Directors |
|
- |
|
- |
|
- |
|
(39,396) |
|
- |
|
- |
|
- |
|
- |
Senior Management |
|
- |
|
- |
|
- |
|
(2,649) |
|
- |
|
- |
|
- |
|
- |
Total Directors and Senior Management |
|
- |
|
- |
|
- |
|
(42,045) |
|
- |
|
- |
|
- |
|
- |
Total |
|
3,927 |
|
(11,037) |
|
874 |
|
(42,045) |
|
(1,783) |
|
(126,582) |
|
- |
|
96 |
86
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
35. Related party transactions (Continued)
The following is a summary of the transactions with related parties for the three-month period ended as of September 30, 2014:
Related party |
|
Leases and/or rights to use |
|
Management fees |
|
Sale of goods and/or services |
|
Compensation of Directors and senior management |
|
Legal services |
|
Financial operations |
|
Donations |
Associates |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Agro-Uranga S.A. |
|
- |
|
- |
|
2,129 |
|
- |
|
- |
|
- |
|
- |
Tarshop S.A. |
|
2,219 |
|
|
|
- |
|
- |
|
- |
|
- |
|
- |
Banco Crédito y Securitización S.A. |
|
915 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
Banco Hipotecario S.A. |
|
148 |
|
- |
|
- |
|
- |
|
- |
|
(696) |
|
- |
Total Associates |
|
3,282 |
|
- |
|
2,129 |
|
- |
|
- |
|
(696) |
|
- |
Joint Ventures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cyrsa S.A. |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(5,606) |
|
- |
Baicom Networks S.A. |
|
- |
|
3 |
|
- |
|
- |
|
- |
|
34 |
|
- |
Nuevo Puerto Santa Fe S.A. |
|
(239) |
|
310 |
|
- |
|
- |
|
- |
|
(300) |
|
- |
Puerto Retiro S.A. |
|
- |
|
- |
|
- |
|
- |
|
- |
|
277 |
|
- |
Quality Invest S.A. |
|
- |
|
54 |
|
- |
|
- |
|
- |
|
- |
|
- |
Total Joint Ventures |
|
(239) |
|
367 |
|
- |
|
- |
|
- |
|
(5,595) |
|
- |
Other related parties |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consultores Asset Management S.A. (CAMSA) |
|
- |
|
79 |
|
- |
|
- |
|
- |
|
- |
|
- |
Inversiones Financieras del Sur S.A. |
|
- |
|
- |
|
- |
|
- |
|
- |
|
3,298 |
|
- |
Fundación IRSA |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(1,159) |
Estudio Zang, Bergel & Viñes |
|
- |
|
- |
|
- |
|
- |
|
(971) |
|
- |
|
- |
Hamonet S.A. |
|
(123) |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
Isaac Elsztain e Hijos S.C.A. |
|
(237) |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
Total Other related parties |
|
(360) |
|
79 |
|
- |
|
- |
|
(971) |
|
3,298 |
|
(1,159) |
Directors and Senior Management |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Directors |
|
- |
|
- |
|
- |
|
(20,745) |
|
- |
|
- |
|
- |
Senior Management |
|
- |
|
- |
|
- |
|
(3,973) |
|
- |
|
- |
|
- |
Total Directors and Senior Management |
|
- |
|
- |
|
- |
|
(24,718) |
|
- |
|
- |
|
- |
Total |
|
2,683 |
|
446 |
|
2,129 |
|
(24,718) |
|
(971) |
|
(2,993) |
|
(1,159) |
87
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
36. CNV General Resolution N° 622
As required by Section 1°, Chapter III, Title IV of CNV General Resolution N° 622, below there is a detail of the notes to the Unaudited Condensed Interim Consolidated Financial Statements that disclosure the information required by the Resolution in Exhibits.
Exhibit A - Property, plant and equipment |
Note 10 - Investment properties |
|
Note 11 - Property, plant and equipment |
Exhibit B - Intangible assets |
Note 13 - Intangible assets |
Exhibit C - Equity investments |
Note 37 - Investments in associates and joint ventures |
Exhibit D - Other investments |
Note 16 - Financial instruments by category |
Exhibit E - Provisions |
Note 18 - Trade and other receivables |
|
Note 24 - Provisions |
Exhibit F - Cost of sale and services |
Note 38 - Cost of sales and services provided |
Exhibit G - Foreign currency assets and liabilities |
Note 39 - Foreign currency assets and liabilities |
Exhibit H - Exhibit of expenses |
Note 30 - Expenses by nature |
88
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
37. Investments in associates and joint ventures
Issuer and type of securities |
Class |
Amount |
Value recorded as of 09.30.15 |
Value recorded as of 06.30.15 |
Market value as of 09.30.15 |
Issuer´s information |
% of ownership interest in common stock | ||||
Main activity |
Place of business / country of incorporation |
Last financial statement issued | |||||||||
Common stock (nominal value) |
Income (loss) for the period |
Shareholders' equity
| |||||||||
Associates |
|
|
|
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
| ||
Agrofy S.A. |
Shares |
45,230 |
(181) |
- |
Not publicly traded |
Agricultural |
Argentina |
8,512 |
(253) |
47,180 |
35.72% |
|
Intergroup transactions |
|
(225) |
- |
|
|
|
|
|
|
|
|
|
(406) |
- |
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
| |
Agromanagers S.A. |
Shares |
981,029 |
1,764 |
1,996 |
Not publicly traded |
Investment |
Argentina |
2,094 |
(327) |
3,936 |
46.84% |
|
Goodwill |
|
796 |
796 |
|
|
|
|
|
|
|
|
|
2,560 |
2,792 |
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
| ||
Agrouranga S.A. |
Shares |
893,069 |
16,854 |
19,371 |
Not publicly traded |
Agricultural |
Argentina |
2,500 |
(8,358) |
43,472 |
35.72% |
|
Higher value |
|
11,179 |
11,179 |
|
|
|
|
|
|
|
|
|
28,033 |
30,550 |
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
| ||
Banco de Crédito y Securitización S.A. (1) |
Shares |
3,984,375 |
16,744 |
15,814 |
Not publicly traded |
Financing |
Argentina |
62,500 |
7,014 |
246,906 |
6.38% |
|
16,744 |
15,814 |
|
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
| ||
Banco Hipotecario S.A. (1) |
Shares |
449,804,237 |
1,420,318 |
1,351,718 |
5.95 |
Financing |
Argentina |
1,500,000 |
176,081 |
4,531,034 |
29.99% |
|
Higher value |
120 |
(380) |
|
|
|
|
|
|
| |
|
Goodwill |
|
4,904 |
4,904 |
|
|
|
|
|
|
|
|
1,425,342 |
1,356,242 |
|
|
|
|
|
|
| ||
|
|
|
|
|
|
| |||||
IDB Development Corporation Ltd. |
Shares |
280,247,664 |
1,016,664 |
1,528,687 |
1.97 (3) |
Investment |
Israel |
N/A |
N/A |
N/A |
49.00% |
|
|
|
1,016,664 |
1,528,687 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lipstick Management LLC |
Shares |
N/A |
3,121 |
2,759 |
Not publicly traded |
Management company |
United States |
N/A |
(2) 142 |
(2) 584 |
49.00% |
|
Irrevocable contributions |
|
- |
68 |
|
|
|
| |||
|
|
3,121 |
2,827 |
|
|
|
|
89
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
37. Investments in associates and joint ventures (Continued)
Issuer and type of securities |
Class |
Amount |
Value recorded as of 09.30.15 |
Value recorded as of 06.30.15 |
Market value as of 09.30.15 |
Issuer´s information |
% of ownership interest in common stock | ||||
Main activity |
Place of business / country of incorporation |
Last financial statement issued | |||||||||
Common stock (nominal value) |
Income (loss) for the period |
Shareholders' equity | |||||||||
|
|
|
|
|
|
| |||||
Manibil S.A. |
Shares |
37,747,880 |
49,670 |
39,195 |
Not publicly traded |
Real Estate |
Argentina |
77,037 |
3,170 |
96,291 |
49.00% |
|
Irrevocable contributions |
|
10,000 |
7,350 |
|
|
|
| |||
|
Goodwill |
|
10 |
10 |
|
|
|
| |||
|
59,680 |
46,555 |
|
|
|
| |||||
|
|
|
|
|
|
| |||||
New Lipstick LLC |
Shares |
N/A |
(397,910) |
(346,149) |
Not publicly traded |
Real Estate |
United States |
N/A |
(2) (24,796) |
(2) (97,224) |
49.87% |
|
Irrevocable contributions |
|
13,829 |
1,522 |
|
|
|
| |||
|
|
(384,081) |
(344,627) |
|
|
|
| ||||
|
|
|
|
|
|
| |||||
Condor Hospitality Trust Inc. |
Shares |
1,261,723 |
18,575 |
(18,304) |
Not publicly traded |
Management company |
United States |
(2) 47 |
(2) (6,243) |
(2) (14,875) |
25.63% |
|
|
|
18,575 |
(18,304) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tarshop S.A. |
Shares |
48,759,288 |
12,098 |
14,253 |
Not publicly traded |
Consumer financing |
Argentina |
- |
- |
- |
20.00% |
Irrevocable contributions |
32,500 |
22,000 |
|
|
|
|
|
|
| ||
|
Higher value |
(3,642) |
(3,851) |
|
|
|
| ||||
|
|
40,956 |
32,402 |
|
|
|
| ||||
Total Associates |
|
2,227,188 |
2,652,938 |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| |||||
Joint Ventures |
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
| |||||
Baicom Networks S.A. |
Shares |
4,701,455 |
2,487 |
2,235 |
Not publicly traded |
Real Estate |
Argentina |
9,403 |
(1,130) |
5,449 |
50.00% |
Irrevocable contributions |
|
340 |
340 |
|
|
|
| ||||
Higher value |
|
276 |
276 |
|
|
|
| ||||
|
3,103 |
2,851 |
|
|
|
| |||||
|
|
|
|
|
|
|
|
|
|
| |
Cresca S.A. |
Shares |
N/A |
177,830 |
89,104 |
Not publicly traded |
Agricultural |
Paraguay |
69,077 |
1,775 |
128,235 |
50.00% |
Irrevocable contributions |
|
- |
87,080 |
|
|
|
| ||||
|
177,830 |
176,184 |
|
|
|
| |||||
|
|
|
|
|
|
| |||||
Cyrsa S.A. |
Shares |
8,748,269 |
18,611 |
17,532 |
Not publicly traded |
Real Estate |
Argentina |
17,497 |
12,745 |
33,503 |
50.00% |
Higher value |
123 |
123 |
|
|
|
|
|
|
| ||
|
18,734 |
17,655 |
|
|
|
|
|
|
|
90
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
37. Investments in associates and joint ventures (Continued)
Issuer and type of securities |
Class |
Amount |
Value recorded as of 09.30.15 |
Value recorded as of 06.30.15 |
Market value as of 09.30.15 |
Issuer´s information |
% of ownership interest in common stock | ||||
Main activity |
Place of business / country of incorporation |
Last financial statement issued | |||||||||
Common stock (nominal value) |
Income (loss) for the period |
Shareholders' equity | |||||||||
Entertainment Holdings S.A. |
Shares |
22,395,574 |
15,775 |
17,181 |
Not publicly traded |
Investment |
Argentina |
44,791 |
4,964 |
44,051 |
50.00% |
|
Irrevocable contributions |
|
100 |
100 |
|
|
|
| |||
|
Goodwill |
|
26,647 |
26,647 |
|
|
|
| |||
|
Higher value |
|
(23,192) |
(23,192) |
|
|
|
| |||
|
19,330 |
20,736 |
|
|
|
| |||||
|
|
|
|
|
|
| |||||
Entretenimiento Universal S.A. |
Shares |
300 |
21 |
10 |
Not publicly traded |
Event organization and others |
Argentina |
12 |
2,990 |
1,298 |
2.5% |
|
|
21 |
10 |
|
|
|
| ||||
|
|
|
|
|
|
|
| ||||
Nuevo Puerto Santa Fe S.A. |
Shares |
138,750 |
26,088 |
23,675 |
Not publicly traded |
Commercial |
Argentina |
27,750 |
6,819 |
44,702 |
50.00% |
|
Goodwill |
|
1,323 |
1,323 |
real estate |
|
|
|
| ||
|
Higher value |
|
3,761 |
3,805 |
|
|
|
| |||
|
|
31,172 |
28,803 |
|
|
|
| ||||
|
|
|
|
|
|
| |||||
Puerto Retiro S.A. |
Shares |
23,067,250 |
16,207 |
16,536 |
Not publicly traded |
Real Estate |
Argentina |
46,135 |
(2,071) |
32,764 |
50.00% |
|
Higher value |
41,160 |
41,160 |
|
|
|
| ||||
|
|
57,367 |
57,696 |
|
|
|
| ||||
|
|
|
|
|
|
| |||||
Quality Invest S.A. |
Shares |
70,314,342 |
71,896 |
66,967 |
Not publicly traded |
Real Estate |
Argentina |
140,629 |
6,953 |
149,757 |
50.00% |
|
Irrevocable contributions |
- |
6,500 |
|
|
|
|
|
|
| |
Higher value |
1,015 |
1,017 |
|
|
|
| |||||
72,911 |
74,484 |
|
|
|
| ||||||
Total Joint Ventures |
|
380,468 |
378,419 |
|
|
|
| ||||
Total investments in associates and joint ventures as of 09.30.15 |
|
(*) 2,607,656 |
- |
|
|
|
|
|
|
| |
Total investments in associates and joint ventures as of 06.30.15 |
|
- |
(*) 3,031,357 |
|
|
|
|
|
|
|
(*) Include a balance of Ps. (384,488) and Ps. (362,931) reflecting interests in companies with negative equity as of September 30, 2015 and June 30, 2015, respectively, which is reclassified to “Provisions” (Note 24).
(1) Amounts correspond to the Financial Statements of Banco Hipotecario S.A. and Banco Crédito y Securitización S.A. prepared in accordance with the Central Bank of the Argentine Republic (“BCRA”) standards. For the purpose of the valuation of the investment in the Company, the adjustments necessary to adequate the financial statements to IFRS have been considered.
(2) Amounts stated in US dollar.
(3) Market value in NIS.
91
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
38. Cost of sales and services provided
Description |
|
Agricultural business |
|
Urban properties and investments business |
|
|
|
Total as of 09.30.14 | ||||||||||||||
|
Biological assets |
|
Inventories |
|
Agricultural services |
|
Subtotal Agricultural business |
|
Services and other operating costs |
|
Trading properties |
|
Hotels inventories |
|
Others |
|
Subtotal Urban properties and investments business |
|
Total as of 09.30.15 | |||
Inventories as of the period / year |
|
405,842 |
|
483,922 |
|
- |
|
889,764 |
|
- |
|
132,954 |
|
6,926 |
|
- |
|
139,880 |
(i) 1,029,644 |
(ii) 909,320 | ||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||
Initial recognition and changes in the fair value of biological assets and agriculture produce at the point of harvest |
28,969 |
11,094 |
- |
40,063 |
- |
- |
- |
- |
- |
40,063 |
36,120 | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||
Changes in the net realizable value of agriculture produce after harvest |
- |
(8,933) |
- |
(8,933) |
- |
- |
- |
- |
- |
(8,933) |
(22,021) | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||
Decrease due to harvest |
- |
170,504 |
- |
170,504 |
- |
- |
- |
- |
- |
170,504 |
302,000 | |||||||||||
Acquisitions and classifications |
188 |
337,346 |
- |
337,534 |
- |
- |
- |
- |
- |
337,534 |
336,545 | |||||||||||
Consume |
(195) |
(85,825) |
- |
(86,020) |
- |
- |
- |
- |
- |
(86,020) |
(94,153) | |||||||||||
Additions |
- |
- |
- |
- |
- |
103 |
166 |
- |
269 |
269 |
57 | |||||||||||
Disposals |
- |
- |
- |
- |
- |
(1,400) |
(81) |
- |
(1,481) |
(1,481) |
(681) | |||||||||||
Expenses incurred |
- |
24,255 |
17,219 |
41,474 |
349,999 |
4,559 |
81,563 |
32 |
436,153 |
477,627 |
390,679 | |||||||||||
Currency translation adjustment |
- |
(8,442) |
- |
(8,442) |
- |
(3,945) |
- |
- |
(3,945) |
(12,387) |
(13,219) | |||||||||||
Inventories as of the period / year |
|
(386,616) |
|
(444,830) |
|
- |
|
(831,446) |
|
- |
|
(127,712) |
|
(7,011) |
|
- |
|
(134,723) |
(iii) (966,169) |
(iv) (864,524) | ||
Costs as of 09.30.15 |
|
48,188 |
|
479,091 |
|
17,219 |
|
544,498 |
|
349,999 |
|
4,559 |
|
81,563 |
|
32 |
|
436,153 |
|
980,651 |
|
- |
Costs as of 09.30.14 |
|
54,206 |
|
556,546 |
|
14,001 |
|
624,753 |
|
286,098 |
|
2,907 |
|
66,291 |
|
74 |
|
355,370 |
|
- |
|
980,123 |
(i) Includes Ps. (18,056) corresponding to materials and inputs of IRSA and FyO and Ps. (2,446) of meet due for slaughtering of SACPSA as of June 30, 2015. Does not include Ps. 690 corresponding to fattening.
(ii) Includes Ps. (10,952) corresponding to materials and inputs of IRSA as of June 30, 2014.
(iii) Includes Ps. (15,664) corresponding to materials and inputs of IRSA as of September 30, 2015. Does not include Ps. 555 corresponding to fattening (Biological assets).
(iv) Includes Ps. (12,422) corresponding to materials and inputs of IRSA and FyO as of September 30, 2014.
92
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
39. Foreign currency assets and liabilities
Book amounts of foreign currency assets and liabilities as of September 30, 2015 and June 30, 2015 are as follows:
Items (3) |
|
Amount of foreign currency (2) |
Prevailing exchange rate (1) |
Total as of 09.30.15 |
Amount of foreign currency (2) |
Prevailing exchange rate (1) |
Total as of 06.30.15 | |||||
Assets |
|
|||||||||||
Trade and other receivables |
|
|
|
|
|
|
||||||
Uruguayan Peso |
|
1,159 |
|
0.323 |
|
374 |
1,193 |
0.335 |
400 | |||
US Dollar |
|
18,269 |
|
8.988 |
|
164,199 |
29,288 |
8.988 |
263,241 | |||
Euros |
|
0.5997 |
|
10.005 |
|
6 |
0.2998 |
10.005 |
3 | |||
Trade and other receivables related parties |
|
|
|
|
|
|
||||||
US Dollar |
|
11,103 |
|
9.088 |
|
100,907 |
10,284 |
9.088 |
93,463 | |||
Total trade and other receivables |
|
|
|
|
|
265,486 |
357,107 | |||||
Investment in financial assets |
|
|
|
|
|
|
||||||
US Dollar |
|
48,045 |
|
8.988 |
|
431,831 |
26,618 |
8.988 |
239,246 | |||
New Israel Shekel |
|
2,834 |
|
2.401 |
|
6,807 |
2,672 |
2.381 |
6,361 | |||
Uruguayan Peso |
|
626 |
|
14.134 |
|
8,854 |
721 |
14.134 |
10,196 | |||
Total Investment in financial assets |
|
|
|
|
|
447,492 |
255,803 | |||||
Derivative financial instruments |
|
|
|
|
|
|
||||||
US Dollar |
|
12,797 |
|
8.988 |
|
115,015 |
1,145 |
8.988 |
10,294 | |||
New Israel Shekel |
|
149,737 |
|
2.401 |
|
359,591 |
95,936 |
2.381 |
228,415 | |||
Financial instruments related parties |
|
|
|
|
|
|
||||||
US Dollar |
|
3,171 |
|
9.088 |
|
28,816 |
3,169 |
9.088 |
28,798 | |||
Total Derivative financial instruments |
|
|
|
|
|
503,422 |
267,507 | |||||
Cash and cash equivalents |
|
|
|
|
|
|
||||||
Uruguayan Peso |
|
68 |
|
0.323 |
|
22 |
54 |
0.335 |
18 | |||
US Dollar |
|
78,270 |
|
8.988 |
|
703,487 |
38,775 |
8.988 |
348,509 | |||
Euros |
|
119 |
|
10.005 |
|
1,190 |
114 |
10.005 |
1,140 | |||
Swiss francs |
|
- |
|
9.665 |
|
1 |
- |
9.728 |
1 | |||
New Israel Shekel |
|
20 |
|
2.401 |
|
47 |
967 |
2.381 |
2,304 | |||
Pounds |
|
1 |
|
14.134 |
|
11 |
2 |
14.134 |
32 | |||
Yenes |
|
41 |
|
0.073 |
|
3 |
41 |
- |
3 | |||
Brazilian Reais |
|
13 |
|
3.000 |
|
39 |
12 |
3.000 |
35 | |||
Total Cash and cash equivalents |
|
|
|
|
|
704,800 |
352,042 |
93
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
39. Foreign currency assets and liabilities (Continued)
Items (3) |
|
Amount of foreign currency (2) |
|
Prevailing exchange rate (1) |
|
Total as of 09.30.15 |
|
Total as of 06.30.15 |
|
Prevailing exchange rate (1) |
|
Amount of foreign currency (2) |
Liabilities |
|
|||||||||||
Trade and other payables |
|
|
|
|
|
|
||||||
Uruguayan Peso |
|
214 |
|
0.322 |
|
69 |
99 |
0.334 |
33 | |||
US Dollar |
|
14,291 |
|
9.088 |
|
129,873 |
13,007 |
9.088 |
118,212 | |||
Euros |
|
0.3945 |
|
10.140 |
|
4 |
0.39 |
10.140 |
4 | |||
Trade and other payables related parties |
|
|
|
|
|
|
||||||
US Dollar |
|
12 |
|
9.088 |
|
110 |
4 |
9.088 |
34 | |||
Total trade and other payables |
|
|
|
|
|
130,056 |
118,283 | |||||
Borrowings |
|
|
|
|
|
|
||||||
US Dollar |
|
658,204 |
|
9.088 |
|
5,981,761 |
616,036 |
9.088 |
5,598,537 | |||
Total borrowings |
|
|
|
|
|
5,981,761 |
5,598,537 | |||||
Derivative financial instruments |
|
|
|
|
|
|
||||||
US Dollar |
|
1,785 |
|
9.088 |
|
16,222 |
944 |
9.088 |
8,580 | |||
New Israel Shekel |
|
208,112 |
|
2.4014 |
|
499,779 |
|
210,248 |
|
2.3809 |
|
500,580 |
Total Derivative financial instruments |
|
|
|
|
|
516,001 |
509,160 | |||||
Provisions |
|
|
|
|
|
|
||||||
US Dollar |
|
10 |
|
9.088 |
|
94 |
10 |
9.088 |
91 | |||
Total provisions |
|
|
|
|
|
94 |
91 | |||||
Payroll and social security liabilities |
|
|
|
|
|
|
||||||
Uruguayan Peso |
|
329 |
|
0.323 |
|
106 |
587 |
0.335 |
197 | |||
Total Payroll and social security liabilities |
|
|
|
|
|
106 |
197 |
(1) Exchange rate as of September 30, 2015 and June 30, 2015 according to Banco Nación Argentina records.
(2) Considering foreign currencies those that differ from Company’s functional currency at each period/year-end.
(3) The Company uses derivative financial instruments as complement in order to reduce its exposure to exchange rate movements (Note 20).
94
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
40. CNV General Ruling N° 629/14 – Storage of documentation
On August 14, 2014, the CNV issued General Ruling N° 629 whereby it introduced amendments to rules related to storage and conservation of corporate books, accounting books and commercial documentation. In this sense, it should be noted that the Group has entrusted the storage of certain non-sensitive and old information to the following providers:
Documentation storage provider |
Location | |
Bank S.A. |
Gral. Rivas 401, Avellaneda, Province of Buenos Aires | |
Ruta Panamericana Km 37,5, Garín, Province of Buenos Aires | ||
Av. Fleming 2190, Munro, Province of Buenos Aires
| ||
Carlos Pellegrini 1401, Avellaneda, Province of Buenos Aires | ||
Iron Mountain Argentina S.A. |
Av. Amancio Alcorta 2482, Autonomous City of Buenos Aires | |
Pedro de Mendoza 2143, Autonomous City of Buenos Aires | ||
Saraza 6135, Autonomous City of Buenos Aires | ||
Azara 1245, Autonomous City of Buenos Aires | ||
Polígono industrial Spegazzini, Autopista Ezeiza Km 45, Cañuelas, Province of Buenos Aires | ||
Cañada de Gomez 3825, Autonomous City of Buenos Aires |
It is further noted that a detailed list of all documentation held in custody by providers, as well as documentation required in section 5 a.3) of section I, Chapter V, Title II of the RULES (2013 as amended) are available at the registered office.
On February 5, 2014 there was a widely known fire in Iron Mountain’s warehouse, which company is a supplier of the Group and where Group’s documentation was being kept. Based on the internal review carried out by the Group, duly reported to the CNV on February 12, 2014, the information kept at the Iron Mountain premises that were on fire do not appear to be sensitive or capable of affecting normal operations.
95
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
41. Subsequent events
· On the balance sheet date, Cresud has sold, through various market transactions, 410,181 ADR's representing 10 common share of IRSA (N.V. Ps. 1 per share) in the amount of US$ 7.1 million. Thus, the Group’s investment in IRSA would decline by 1.1%.
· On October 30, 2015, the General Ordinary and Extraordinary Shareholders’ Meeting of the Company was held, where it was decided to adjourn the meeting to November 26, 2015, the following items:
- Consideration of the income for the year ended June 30, 2015, which amounted to Ps. 114 million. Consideration of payment of a cash dividend for a total amount of up to Ps. 88.1 million.
- Consideration of the treatment to be afforded to treasury stock.
- Consideration of the treatment for the Paid-in Capital account and the consideration of the reserve’s reclassification.
Furthermore, the meeting approved the directors’ compensation in the amount of Ps. 14.3 million; it was decided not to compensate the members of the Statutory Audit Committee; it approved the amount to be paid on account of the tax on personal assets of shareholders; the Board of Directors was entrusted with the implementation of a new Service Sharing Agreement; it decided to increase the amount of the Program, which amounts currently to a maximum outstanding amount of up to US$ 300 million, by an additional amount of up to US$ 200 million.
· On October 30, 2015, IRSA’s annual Shareholders’ Meeting related to the fiscal year ended June 30, 2015, appointed the new members of the Supervising Commission and the Board of Directors; approved the Board of Directors’ compensation; decided not to compensate the members of the Statutory Auditor Committee; it approved the amount to be paid on account of the tax on personal assets of shareholders; entrusted the Board of Directors with the implementation of a new Service Sharing Agreement; approved the Board of Director’s power regarding the Global Corporate Note Issuance Program consisting of common corporate notes not convertible into shares, with or without collateral or collateralized by third parties, and for a maximum outstanding amount of up to US$ 300 million. It was decided to adjourn the meeting to November 26, 2015, for the consideration of the following matters: (i) allocation of the income for the year, (ii) special Financial statements of merger / merger – split off.
96
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
41. Subsequent events (Continued)
· On October 30, 2015, the Annual Shareholders' Meeting of IRSA Propiedades Comerciales corresponding to the fiscal year ended June 30, 2015, approved, among others, the following issues: (i) appropriate the sum of Ps. 283.6 million to payment cash dividends; (ii) ratify the interim dividend approved by Shareholder's Meeting dated June 13, 2015 in the amount of Ps. 298.5 million; (iii) approve the Director's fees in the amount of Ps. 76.4 million and (iv) approve the increase in the amount of the Global issuance Program of Non-Convertible Notes for a maximum outstanding amount up to US$ 500 million, for an additional amount of US$ 100 million.
· In October 2015, the deposit made as collateral for potential expenses related to the sale of the Madison building was released and distributed among the participating parties as follows: the Group, through Rigby, received US$ 0.91 million; the buyer of the building received US$ 0.06 million, and the remaining balance was applied to expenses.
· On November 5, 2015, the Group through IRSA signed the transfer deed for the sale of the 7th and 8th floors of the Maipú 1300 Building. The total price of the transaction was US$ 3.0 million. Such transaction generated a gain before tax of approximately Ps. 25.9 million.
· On October 9, 2015, IRSA granted a loan in the amount of US$ 40 million to Inversiones Financieras del Sur S.A. (“IFISA”). The term of the loan is one year calculated from the disbursement and will bear interest at a rate of 3% + LIBOR 1M, to be determined monthly. As collateral for the loan, 73,169,991 shares of IDBD which belong to IFISA were pledged.
IDBD
· On October 1, 2015, Dolphin and IFISA submitted to the court their reply to the Petition made by the Arrangement Trustees. Dolphin requested that the court reject the petition of the Arrangement Trustees based on the following grounds: (a) IFISA is not obliged to carry out Dolphin’s obligations under the Arrangement; (b) IFISA and any other company controlled by Eduardo Sergio Elsztain are eligible to engage as bidders of the Tender Offers, pursuant to the Agreement; and (c) the petition made by the Arrangement Trustees regarding the eligibility of the shares that would participate in the Tender Offers should be denied. Additionally, Dolphin stated that once the BMBY closing transaction has been completed, 106.6 million shares of IDBD in its hands would not participate as bidders in the Tender Offers, provided that such stocks are held by companies controlled by Eduardo S. Elsztain.
· On October 7, 2015, the Arrangement Trustees filed with the Court their reply to Dolphin and IFISA regarding the Petition of the Arrangement Trustees.
97
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
41. Subsequent events (Continued)
· The BMBY proceeding concluded on October 11, 2015 and IFISA acquired all ETH’s shares of stock held by IDBD (92,665,925 shares), at a share price of NIS 1.64. On closing the transaction, all the directors of ETH in IDBD submitted their irrevocable resignation to the Board, and the Shareholders’ Agreement ceased automatically in accordance with its own terms. Additionally, on the same date, Dolphin pledged additional shares as a performance bond for the Tender Offers, thereby increasing the number of pledged shares to 64,067,710.
· On October 19, 2015, Dolphin and IFISA filed with the court their reply to the Petition of the Arrangement Trustees, whereby, among other things, Dolphin stated that as buyer of the Tender Offers, it is not its intention to participate, and will not participate, as seller in the Tender Offers. However, according to Dolphin’s position, any other IDBD shareholder, including the companies controlled by Eduardo S. Elsztain, is entitled to act as bidder in the Tender Offers and, in addition, Dolphin is entitled to sell shares to third parties (including companies controlled by Eduardo S. Elsztain), and such shares sold are entitled to engage as bidders in the Tender Offers, all of this without abolishing Dolphin’s commitment in respect of 106.6 million shares held by Dolphin which would not participate in the Tender Offers provided that they are held by companies controlled by Eduardo S. Elsztain.
· On October 20, 2015, the court issued a declaratory ruling regarding the Petition of the Arrangement Trustees, stating that:
- The shares in the hands of Dolphin and any other company controlled by Eduardo S. Elsztain are not entitled to participate as bidders in the Tender Offers.
- The shares held by Dolphin and/or companies controlled by Eduardo Sergio Elsztain, and which were or are transferred to third parties, will not be entitled to participate as bidders in the Tender Offers.
- This remedy will not apply to the shares that were purchased from the minority shareholders in transactions carried out in the capital markets, which became held by IFISA.
· The court dismissed the petition of the Arrangement Trustees regarding the determination that IFISA was obliged to fulfill all the commitments made under the Arrangement’s terms and conditions, but ruled that Dolphin had violated its commitment to get IFISA to undertake to fulfill the same terms and conditions of the Agreement. Dolphin and IFISA reported to IDBD their intention to appeal the court’s ruling.
98
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
41. Subsequent events (Continued)
· On October 26, and after the court’s ruling of October 20, 2015 and its declaratory remedy, Dolphin and IFISA sent a letter stating that pursuant to their position and the details included therein: (a) the exception prescribed by the court whereby the shares that were purchased from minority shareholders and became held by IFISA is applicable to the 127,441,396 shares of IDBD held by IFISA, and to the 131,600 shares of IDBD held by Dolphin, which should be entitled to participate as bidders in the Tender Offers; and (b) regarding the 51,760,322 additional shares of IDBD held then by Dolphin, originating from purchases made to minority shareholders of IDBD, Dolphin and IFISA consider that pursuant to the court’s opinion, these shares cannot participate as bidders in the Tender Offers, only for as long as they remain in Dolphin’s possession, but Dolphin is not precluded from selling such shares to any third party, and in such case, that such third party should have the right to participate with such shares as bidder in the Tender Offers.
On October 29, 2015, the Arrangement Trustees filed an urgent petition for presumed disobedience of the court order regarding Dolphin’s and IFISA’s obligation to follow the court orders of October 20, 2015, alleging that Dolphin’s and IFISA’s letter published by IDBD on October 27, 2015, reporting the number of shares purchased from IDBD’s minority shareholders in transactions carried out in the capital markets, was contrary to the court’s decision; and, therefore, that Dolphin and IFISA were acting in contempt of court. The Arrangement Trustees also stated that given that Dolphin and IFISA were deliberately disregarding the court’s decision, and in light of the damages caused daily to the public, including the creditors subject to the Arrangement, the court should impose a substantial fine to be defined by it, for each day that Dolphin and IFISA disregarded the court’s ruling.
On October 29, 2015, Dolphin and IFISA filed an appeal with the Supreme Court challenging the court ruling dated October 20, 2015, requesting also to hold a hearing for the appeal urgently. The appeal hearing was set for September 16, 2015.
On November 2, Dolphin and IFISA submitted their reply to this petition, requesting that the court should reject the petition, on the ground that the Contempt of Court Ordinance is not applicable to declaratory remedies and that Dolphin and IFISA did not violate any court order. On November 4, the Arrangement Trustees submitted a replication to Dolphin and IFISA, and on November 5 the court decided to reject the petition to declare Dolphin and IFISA in contempt of court. However, the court stated that the interpretation of Dolphin and IFISA regarding the exception of the ruling dated October 20, 2015 contained in the letter sent by Dolphin and IFISA was contrary to the exception scope.
99
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
41. Subsequent events (Continued)
On that same November 5, the Arrangement Trustees sent a letter to Dolphin and IFISA requiring that, after the court ruling issued on that same date, they should amend the letter and report to the Israel Securities Authority and IDBD that the Tender Offers would be offered by IDBD’s minority shareholders; and that Dolphin, IFISA and/or any other company under the control of Eduardo S. Elsztain should not act as bidders in the Tender Offers. And additionally, that any share transferred by them to any third parties should not be entitled to engage in the Tender Offers as bidders either. That same day, the Arrangement Trustees sent a letter to IDBD requesting them to amend the letter of Dolphin and IFISA on the same terms described above.
The company is discussing the impact of the court’s decision dated October 20, 2015 on its financial statements, and its defense strategy; as well as the impact of the conclusion of the BMBY proceeding with IFISA as the buyer of ETH’ stocks.
As of November 9, 2015, 33,825,397 IDBD’s shares of Dolphin are locked up under TASE regulations (lock-up provisions) until November 11, 2015 (inclusive), when such lock-up provisions expire.
100
Free translation from the original prepared in Spanish for publication in Argentina
REVIEW REPORT ON THE UNAUDITED CONDENSED INTERIM CONSOLIDATED
FINANCIAL STATEMENTS
To the Shareholders, President and Directors of
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria
Legal address: Moreno 877 – 23° floor
Autonomous City Buenos Aires
Tax Code No. 30-50930070-0
Introduction
We have reviewed the unaudited condensed interim consolidated financial statements of Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria and its subsidiaries (hereinafter “the Company”) which included the consolidated statement of financial position as of September 30, 2015, the consolidated statement of income and comprehensive income for the three-month period ended September 30, 2015, the consolidated statement of changes in shareholders’ equity and the consolidated statement of cash flows for the three-month period ended September 30, 2015 and selected explanatory notes.
The balances and other information corresponding to the fiscal year ended June 30, 2015 and the interim periods within that fiscal period are an integral part of these financial statements and, therefore, they should be considered in relation to these financial statements.
Management responsibility
The Board of Directors of the Company is responsible for the preparation and presentation of these unaudited condensed interim consolidated financial statements in accordance with the International Financial Reporting Standards , adopted by the Argentine Federation of Professional Councils in Economic Sciences (FACPCE) as professional accounting standards and added by the National Securities Commission (CNV) to its regulations as approved by the International Accounting Standard Board (IASB) and , for this reason, is responsible for the preparation and presentation of the unaudited condensed interim consolidated financial statements mentioned in first paragraph according to the International Accounting Standard No 34 "Interim Financial Reporting" (IAS 34).
Free translation from the original prepared in Spanish for publication in Argentina
REVIEW REPORT ON THE UNAUDITED CONDENSED INTERIM CONSOLIDATED
FINANCIAL STATEMENTS (Continued)
Scope of our review
Our review was limited to the application of the procedures established in the International Standard on Review Engagements ISRE 2410 "Review of interim financial information performed by the independent auditor of the entity", which was adopted as a review standard in Argentina through Technical Resolution No. 33 of the FACPCE as approved by the International Auditing and Assurance Standards Board (IAASB). A review of interim financial information consists of making inquiries of persons responsible for the preparation of the information included in the unaudited condensed interim consolidated financial statements, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion on the consolidated statement of financial position, the consolidated statement of income and comprehensive income and the consolidated statement of cash flow of the Company.
Conclusion
Nothing came to our attention as a result of our review that caused us to believe that these unaudited condensed interim consolidated financial statements mentioned in the first paragraph of this report have not been prepared in all material respects in accordance with the regulations of the International Accounting Standard No. 34.
Report on compliance with current regulations
In accordance with current regulations, we report about Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria that:
a) the unaudited condensed interim consolidated financial statements of Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria are recorded in the "Inventory and Balance Sheet Book", and comply, as regards those matters that are within our competence, with the provisions set forth in the Commercial Companies Law and in the corresponding resolutions of the National Securities Commission;
b) the unaudited condensed interim separate financial statements of Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria arise from accounting records carried in all formal aspects in conformity with the applicable legal provisions;
c) we have read the Business Summary (“Reseña Informativa”) on which, as regards these matters that are within our competence, we have no observations to make;
Free translation from the original prepared in Spanish for publication in Argentina
REVIEW REPORT ON THE UNAUDITED CONDENSED INTERIM CONSOLIDATED
FINANCIAL STATEMENTS (Continued)
d) at September 30, 2015, the debt of Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria owed in favor of the Argentina Integrated Pension System which arises from accounting records and submissions amounted to Ps. 11,601,845 which was no callable at that date.
Autonomous City of Buenos Aires, November 11, 2015
PRICE WATERHOUSE & Co. S.R.L.
(Partner) C.P.C.E.C.A.B.A. Tº 1 Fº 17 Dr. Carlos Martín Barbafina Public Accountant (U.C.A.) C.P.C.E.C.A.B.A. Tº 175 Fº 65 |
|
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Unaudited Condensed Interim Separate Statements of Financial Position
as of September 30, 2015 and June 30, 2015
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
|
Note |
09.30.15 |
|
06.30.15 |
ASSETS |
|
|
|
|
Non-current assets |
|
|
|
|
Investment properties |
7 |
9,795 |
|
10,871 |
Property, plant and equipment |
8 |
474,259 |
|
470,862 |
Intangible assets |
9 |
17,528 |
|
17,731 |
Biological assets |
10 |
356,823 |
|
345,757 |
Investments in subsidiaries, associates and joint ventures |
6 |
2,642,831 |
|
2,884,629 |
Deferred income tax assets |
21 |
520,214 |
|
446,802 |
Income tax and minimum presumed income tax credits |
|
51,935 |
|
51,935 |
Trade and other receivables |
13 |
- |
|
12 |
Total Non-current assets |
|
4,073,385 |
|
4,228,599 |
Current assets |
|
|
|
|
Biological assets |
10 |
78,633 |
|
112,745 |
Inventories |
11 |
320,743 |
|
337,327 |
Income tax and minimum presumed income tax credits |
|
6,019 |
|
7,891 |
Trade and other receivables |
13 |
393,547 |
|
408,942 |
Derivative financial instruments |
15 |
577 |
|
- |
Investment in financial assets |
14 |
49,293 |
|
52,871 |
Cash and cash equivalents |
16 |
24,980 |
|
17,694 |
Total Current assets |
|
873,792 |
|
937,470 |
TOTAL ASSETS |
|
4,947,177 |
|
5,166,069 |
SHAREHOLDERS’ EQUITY |
|
|
|
|
Share capital |
|
495,015 |
|
494,777 |
Treasury stock |
|
6,628 |
|
6,866 |
Inflation adjustment of share capital |
|
64,561 |
|
64,530 |
Inflation adjustment of treasury stock |
|
864 |
|
895 |
Share premium |
|
659,464 |
|
659,464 |
Additional paid-in capital from treasury stock. |
|
14,952 |
|
12,678 |
Cost of treasury stock. |
|
(32,198) |
|
(32,198) |
Changes in interest in subsidiaries |
|
48,668 |
|
53,806 |
Cumulative translation adjustment |
|
350,151 |
|
463,297 |
Equity-settled compensation |
|
83,719 |
|
81,988 |
Reserve for the acquisition of securities issued by the Company |
|
32,198 |
|
32,198 |
Retained earnings |
|
(173,928) |
|
117,559 |
TOTAL SHAREHOLDERS’ EQUITY |
|
1,550,094 |
|
1,955,860 |
LIABILITIES |
|
|
|
|
Non-current liabilities |
|
|
|
|
Trade and other payables |
17 |
789 |
|
865 |
Borrowings |
20 |
2,354,790 |
|
2,077,694 |
Provisions |
19 |
2,093 |
|
10,076 |
Total Non-current liabilities |
|
2,357,672 |
|
2,088,635 |
Current Liabilities |
|
|
|
|
Trade and other payables |
17 |
150,592 |
|
148,616 |
Payroll and social security liabilities |
18 |
39,407 |
|
57,592 |
Borrowings |
20 |
846,119 |
|
911,120 |
Derivative financial instruments |
15 |
1,513 |
|
2,663 |
Provisions |
19 |
1,780 |
|
1,583 |
Total Current liabilities |
|
1,039,411 |
|
1,121,574 |
TOTAL LIABILITIES |
|
3,397,083 |
|
3,210,209 |
TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES |
|
4,947,177 |
|
5,166,069 |
The accompanying notes are an integral part of these Unaudited Condensed Interim Separate Financial Statements.
Fernando A. Elsztain Director |
1
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Unaudited Condensed Interim Separate Statements of Income
for the three-month periods ended September 30, 2015 and 2014
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
|
Note |
09.30.15 |
|
09.30.14 |
|
Revenues |
23 |
279,339 |
|
321,382 |
|
Costs |
24 |
(325,597) |
|
(408,594) |
|
Initial recognition and changes in the fair value of biological assets and agricultural produce at the point of harvest |
|
106,606 |
|
144,537 |
|
Changes in the net realizable value of agricultural produce after harvest |
|
(8,330) |
|
(14,822) |
|
Gross Profit |
|
52,018 |
|
42,503 |
|
General and administrative expenses |
25 |
(34,311) |
|
(24,677) |
|
Selling expenses |
25 |
(67,500) |
|
(54,475) |
|
Other operating results, net |
27 |
667 |
|
4,683 |
|
Loss from operations |
|
(49,126) |
|
(31,966) |
|
Share of loss of subsidiaries, associates and joint ventures |
6 |
(152,418) |
|
(7,873) |
|
Loss before financing and taxation |
|
(201,544) |
|
(39,839) |
|
Finance incomes |
28 |
6,506 |
|
10,585 |
|
Finance costs |
28 |
(167,112) |
|
(145,558) |
|
Other financial results |
28 |
(3,413) |
|
(9,317) |
|
Financial results, net |
28 |
(164,019) |
|
(144,290) |
|
Loss before Income tax |
|
(365,563) |
|
(184,129) |
|
Income tax gain |
21 |
73,412 |
|
62,124 |
|
Loss for the period |
|
(292,151) |
|
(122,005) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss per share for the period: |
|
|
|
|
|
Basic |
|
(0.59) |
|
(0.25) |
|
Diluted |
|
(0.59) |
(i) |
(0.25) |
(i) |
(i) Due to the loss for the period, there is no diluted effect on this result.
The accompanying notes are an integral part of these Unaudited Condensed Interim Separate Financial Statements.
Fernando A. Elsztain Director |
2
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Unaudited Condensed Interim Separate Statements of Comprehensive Income
for the three-month periods ended September 30, 2015 and 2014
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
|
09.30.15 |
|
09.30.14 |
Loss for the period |
(292,151) |
|
(122,005) |
Other Comprehensive Loss: |
|
|
|
Items that may be reclassified subsequently to profit or loss: |
|
|
|
Currency translation adjustment from subsidiaries, associates and joint ventures |
(113,146) |
|
(8,375) |
Other comprehensive loss for the period (i) |
(113,146) |
|
(8,375) |
Total comprehensive loss for the period |
(405,297) |
|
(130,380) |
(i) Items included in other comprehensive (loss) / income do not generate any impact on the income tax.
The accompanying notes are an integral part of these Unaudited Condensed Interim Separate Financial Statements.
Fernando A. Elsztain Director |
3
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Unaudited Condensed Interim Separate Statements of Changes in Shareholders’ Equity
for the three-month periods ended September 30, 2015 and 2014
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
|
Share Capital |
Treasury Stock |
Inflation of Share Capital |
Inflation adjustment of Treasury |
Share premium |
Additional paid-in capital from Treasury Stock |
Cost of Treasury Stock |
Subtotal |
Changes in interest in subsidiaries |
Cumulative translation adjustment |
Equity-settled compensation |
Reserve for the acquisition of securities issued by the Company |
Retained earnings |
Total Shareholders’ equity |
Balance as of June 30, 2015 |
494,777 |
6,866 |
64,530 |
895 |
659,464 |
12,678 |
(32,198) |
1,207,012 |
53,806 |
463,297 |
81,988 |
32,198 |
117,559 |
1,955,860 |
Loss for the period |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
(292,151) |
(292,151) |
Other comprehensive loss for the period |
- |
- |
- |
- |
- |
- |
- |
- |
- |
(113,146) |
- |
- |
- |
(113,146) |
Total comprehensive loss for the period |
- |
- |
- |
- |
- |
- |
- |
- |
- |
(113,146) |
- |
- |
(292,151) |
(405,297) |
Equity-settled compensation |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
4,669 |
- |
- |
4,669 |
Equity incentive plan granted. |
238 |
(238) |
31 |
(31) |
- |
2,274 |
- |
2,274 |
- |
- |
(2,938) |
- |
664 |
- |
Changes in interest in subsidiaries |
- |
- |
- |
- |
- |
- |
- |
- |
(5,138) |
- |
- |
- |
- |
(5,138) |
Balance as of September 30, 2015 |
495,015 |
6,628 |
64,561 |
864 |
659,464 |
14,952 |
(32,198) |
1,209,286 |
48,668 |
350,151 |
83,719 |
32,198 |
(173,928) |
1,550,094 |
The accompanying notes are an integral part of these Unaudited Condensed Interim Separate Financial Statements
Fernando A. Elsztain Director |
4
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Unaudited Condensed Interim Separate Statements of Changes in Shareholders’ Equity
for the three-month periods ended September 30, 2015 and 2014
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
|
Share Capital |
Treasury Stock |
Inflation of Share Capital |
Inflation adjustment of Treasury |
Share premium |
Cost of Treasury Stock |
Share warrants |
Subtotal |
Changes in interest in subsidiaries |
Cumulative translation adjustment |
Equity-settled compensation |
Legal reserve |
Reserve |
Special reserve |
Reserve for the acquisition of securities issued by the Company |
Retained earnings |
Total Shareholders’ equity |
Balance as of June 30, 2014 |
490,997 |
10,566 |
64,047 |
1,378 |
773,079 |
(54,876) |
106,264 |
1,391,455 |
(15,429) |
633,607 |
70,028 |
81,616 |
17,065 |
633,940 |
200,000 |
(1,066,428) |
1,945,854 |
Loss for the period |
- |
- |
- |
|
- |
|
- |
- |
- |
- |
- |
- |
- |
- |
- |
(122,005) |
(122,005) |
Other comprehensive loss for the period |
- |
- |
- |
|
- |
|
- |
- |
- |
(8,375) |
- |
- |
- |
- |
- |
- |
(8,375) |
Total comprehensive loss for the period |
- |
- |
- |
|
- |
|
- |
- |
- |
(8,375) |
- |
- |
- |
- |
- |
(122,005) |
(130,380) |
Equity-settled compensation |
- |
- |
- |
|
- |
|
- |
- |
- |
- |
12,069 |
- |
- |
- |
- |
- |
12,069 |
Purchase of treasury stock |
(3,068) |
3,068 |
(400) |
400 |
- |
(32,198) |
- |
(32,198) |
- |
- |
- |
- |
- |
- |
- |
- |
(32,198) |
Changes in interest in subsidiaries |
- |
- |
- |
|
- |
|
- |
- |
29,035 |
- |
- |
- |
- |
- |
- |
- |
29,035 |
Balance as of September 30, 2014 |
487,929 |
13,634 |
63,647 |
1,778 |
773,079 |
(87,074) |
106,264 |
1,359,257 |
13,606 |
625,232 |
82,097 |
81,616 |
17,065 |
633,940 |
200,000 |
(1,188,433) |
1,824,380 |
(1) Corresponding to General Resolution 609/12 of the National Securities Commission. See Note 27 of Unaudited Condensed Interim Consolidated Financial Statements.
The accompanying notes are an integral part of these Unaudited Condensed Interim Separate Financial Statements.
Fernando A. Elsztain Director |
5
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Unaudited Condensed Interim Separate Statements of Cash Flows
for the three-month periods ended September 30, 2015 and 2014
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
|
Note |
09.30.15 |
|
09.30.14 |
Operating activities: |
|
|
|
|
Cash (used in) / generated from operations |
16 |
(51,902) |
|
70,279 |
Net cash (used in) / generated from operating activities |
|
(51,902) |
|
70,279 |
Investing activities: |
|
|
|
|
Proceeds from sale of companies |
|
- |
|
55,314 |
Capital contribution to subsidiaries, associates and joint ventures |
6 |
(11) |
|
- |
Acquisition of investment properties |
7 |
(147) |
|
(148) |
Proceeds from sale of investment properties |
|
849 |
|
7 |
Acquisition of property, plant and equipment |
8 |
(6,999) |
|
(14,504) |
Proceeds from sale of property, plant and equipment |
|
47 |
|
92 |
Proceeds from sale of farmlands |
|
- |
|
161,712 |
Acquisition of intangible assets |
9 |
(3) |
|
(27) |
Purchase of investment in financial assets |
|
(32,460) |
|
(1,076,727) |
Proceeds from disposals of investments in financial assets |
|
39,044 |
|
1,112,566 |
Loans granted to subsidiaries, associates and joint ventures |
|
(2,757) |
|
- |
Loans repayments received from subsidiaries, associates and joint ventures |
|
12,027 |
|
38,460 |
Dividends received |
|
462 |
|
38,115 |
Cash incorporated by merger |
|
- |
|
508 |
Net cash generated from investing activities |
|
10,052 |
|
315,368 |
Financing activities: |
|
|
|
|
Purchase of treasury stock |
|
- |
|
(32,198) |
Proceeds from issuance of non-convertible notes |
|
389,967 |
|
455,038 |
Repayment of non-convertible notes |
|
(58,783) |
|
(538,081) |
Proceeds from borrowings |
|
- |
|
84 |
Repayment of derivative financial instruments |
|
(12,555) |
|
(47,170) |
Repayment of borrowings |
|
(198,972) |
|
(99,957) |
Repayment of seller financing |
|
(173) |
|
(98) |
Interest paid |
|
(70,744) |
|
(56,929) |
Net Cash flows generated from / (used in) financing activities |
|
48,740 |
|
(319,311) |
Net increase in cash and cash equivalents |
|
6,890 |
|
66,336 |
Cash and cash equivalents at beginning of the period |
16 |
17,694 |
|
53,472 |
Foreign exchange gain on cash and cash equivalents |
|
396 |
|
1,091 |
Cash and cash equivalents at the end of the period |
|
24,980 |
|
120,899 |
The accompanying notes are an integral part of these Unaudited Condensed Interim Separate Financial Statements.
Fernando A. Elsztain Director |
6
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Separate Financial Statements
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
1. General information
1.1 The Company’s business and general information
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria (“Cresud” or the “Company”) was founded in 1936 as a subsidiary of Credit Foncier, a Belgian company primarily engaged in providing rural and urban loans in Argentina and administering real estate holdings foreclosed by Credit Foncier. Credit Foncier was liquidated in 1959, and as part of such liquidation, the shares of Cresud were distributed to Credit Foncier’s shareholders. From the 1960s through the end of the 1970s, the business of Cresud shifted exclusively to agricultural activities.
Cresud is a company organized and domiciled in the Republic of Argentina. The address of its registered office is Moreno 877, 23rd Floor, Buenos Aires, Argentina.
These Unaudited Condensed Interim Separate Financial Statements have been approved for issue by the Board of Directors on November 11, 2015.
2. Basis of preparation of the Unaudited Condensed Interim Separate Financial Statements
2.1. Basis of preparation
These Unaudited Condensed Interim Separate Financial Statements of the Company have been prepared in accordance with Technical Resolutions N° 26 (RT 26) of Argentine Federation of Professional Councils of Economic Sciences (“F.A.C.P.C.E.”, as per its Spanish acronym) and IAS 34 “Interim Financial Reporting”.
Furthermore, some additional issues were included as required by the Business Companies Act and/or regulations of the CNV, including supplementary information provided in the last paragraph of article 1, Chapter III, Title IV of General Ruling 622/13. Such information is included in the Notes to the Unaudited Condensed Interim Separate Financial Statements according to International Financial Reporting Standards ("IFRS").
These Unaudited Condensed Interim Separate Financial Statements should be read together with the annual audited Separate Financial Statements of the Company as of June 30, 2015. These Unaudited Condensed Interim Separate Financial Statements are expressed in thousands of Argentine Pesos.
The Unaudited Condensed Interim Separate Financial Statements for the three-month periods ended as of September 30, 2015 and 2014 have not been audited. The Company´s management believes they include all necessary adjustments to fairly present the results of each period. Results for the three-month periods ended as of September 30, 2015 and 2014 do not necessarily reflect proportionally the Company’s results for the complete fiscal years.
7
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
2. Basis of preparation of the Unaudited Condensed Interim Separate Financial Statements (Continued)
2.2. Significant accounting policies
The accounting policies applied in the preparation of these Unaudited Condensed Interim Separate Financial Statements are consistent with those applied in the preparation of the information under RT 26 as of June 30, 2015 and are based on those IFRS in force as of June 30, 2015 (except for the accounting of investments in subsidiaries, associates and joint ventures, which are accounted for under the equity method as required in RT 26). Furthermore, the most significant accounting policies are described in the annual Consolidated Financial Statements as of June 30, 2015.
2.3. Use of estimates
The preparation of financial statements at a certain date requires the Management to make estimations and evaluations affecting the amount of assets and liabilities recorded and contingent assets and liabilities disclosed at such date, as well as income and expenses recorded during the period. Future results might differ from the estimates and evaluations made at the date of preparation of these Unaudited Interim Condensed Separate Financial Statements.
In the preparation of these Unaudited Condensed Interim Separate Financial Statements, the significant judgments made by Management in applying the Company’s accounting policies and the main sources of uncertainty were the same applied by the Company in the preparation of the annual separate financial statements for the fiscal year ended June 30, 2015, except for changes in provisions for income tax, for legal claims and for doubtful accounts.
2.4. Comparative information
Amounts as of June 30, 2015 and September 30, 2014, which are disclosed for comparative purposes have been taken from the separate financial statements as of such dates. The financial statements originally issued have been subject to certain reclassifications required in order to present these figures comparatively with this period.
3. Seasonal effects on operations
The operations of the Company are also subject to seasonal effects. The harvests and sale of grains (corn, soybean and sunflower) generally take place between January and September every year. Wheat is generally harvested between November and February every year. However, milk production is generally larger during the second quarter, when conditions are more favorable. As a result, there may be material fluctuations in the agricultural business results each quarter.
8
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
4. Acquisitions and disposals
On August 28, 2015, Carnes Pampeanas S.A.’s Meeting of Shareholders approved the increase the Company’s capital stock by swapping a receivable from Cresud in the amount of Ps. 36.31 million, increasing its share capital from Ps. 30 million to Ps. 66.31 million.
As a consequence, Cresud’s interest in the Company has increased from 95% to 97.74%.
See summary of acquisitions and additional disposals of the Company for the three-month period ended September 30, 2015 in Note 4 to Unaudited Condensed Interim Consolidated Financial Statements.
5. Financial risk management and fair value estimates
5.1. Financial risk
The Company’s activities are exposed to several financial risks: market risk (including exchange rate risk, interest rate risk and price risk), credit risk, liquidity risk and capital risk.
Note 5 to the annual Consolidated Financial Statements provide information on financial risk management as of June 30, 2015 and 2014. Since June 30, 2015 there have been no changes in the risk management or risk management policies applied by the Company.
5.2. Fair value estimates
Since June 30, 2015 there have been no significant changes in business or economic circumstances affecting the fair value of the Company's financial assets, liabilities or biological assets (either measured at fair value or amortized cost). Nor there have been transfers between the several hierarchies used in estimating the fair value of the Company’s financial instruments, or reclassifications among their respective categories.
9
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
6. Information about principal subsidiaries, associates and joint ventures
The Company conducts its business through several subsidiaries, associates and joint ventures.
Set out below are the changes in Company’s investment in subsidiaries, associates and joint ventures for the three-month period ended September 30, 2015 and for the fiscal year ended June 30, 2015:
|
September 30, 2015 |
|
June 30, 2015 |
Beginning of the year |
2,876,586 |
|
2,901,451 |
Balance incorporated by merger with Cactus |
- |
|
(63,671) |
Acquisition of subsidiaries and associates (i) |
(5,138) |
|
(4,711) |
Capital contribution |
36,282 |
|
791 |
Disposal of interest in subsidiaries |
- |
|
(36,290) |
Share of (loss) / profit |
(152,418) |
|
485,476 |
Currency translation adjustment |
(113,146) |
|
(170,310) |
Equity-settled compensation |
2,788 |
|
14,461 |
Dividends distributed |
(2,422) |
|
(53,002) |
Reimbursement of expired dividends |
- |
|
510 |
Intergroup transactions |
118 |
|
(198,119) |
End of the period / year (ii) |
2,642,650 |
|
2,876,586 |
(i) Includes the effect of changes in subsidiaries as consequence of repurchase of equity interest.
(ii) Include a balance of Ps. (181) and Ps. (8,043) reflecting interests in companies with negative equity as of September 30, 2015 and June 30, 2015, respectively, which is reclassified to “Provisions” (see Note 19).
See changes in Company’s investment in associates and joint ventures for the three-month period ended September 30, 2015 and for the year ended June 30, 2015 in Notes 8 and 9 to the Unaudited Condensed Interim Consolidated Financial Statements.
10
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
7. Investment properties
Changes in Company’s investment properties for the three-month period ended September 30, 2015 and for the year ended June 30, 2015 were as follows:
|
September 30, 2015 |
|
June 30, 2015 |
Beginning of the year |
10,871 |
|
20,184 |
Additions |
147 |
|
2,995 |
Reclassification to property, plant and equipment |
(238) |
|
(11,732) |
Disposals |
(849) |
|
(2) |
Depreciation charges (i) |
(136) |
|
(574) |
End of the period / year |
9,795 |
|
10,871 |
Costs |
14,100 |
|
15,098 |
Accumulated depreciation |
(4,305) |
|
(4,227) |
Net book amount |
9,795 |
|
10,871 |
(i) Depreciation charges of investment property were included in “Costs” in the Income Statement (Note 25).
The following amounts have been recognized in the income statement:
|
September 30, 2015 |
|
September 30, 2014 |
Rental and service incomes |
2,522 |
|
3,634 |
Direct operating expenses |
2,847 |
|
1,871 |
11
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
8. Property, plant and equipment
Changes in Company’s property, plant and equipment ("PPE") for the three-month period ended September 30, 2015 and for the fiscal year ended June 30, 2015 were as follows:
|
Owner-occupied farmland (ii) |
|
Other buildings and facilities |
|
Furniture and fixtures |
|
Machinery and equipment |
|
Vehicles |
|
Total |
At June 30, 2015: |
|
|
|
|
|
|
|
|
|
|
|
Costs |
503,851 |
|
903 |
|
1,575 |
|
26,730 |
|
11,891 |
|
544,950 |
Accumulated depreciation |
(51,632) |
|
(750) |
|
(1,032) |
|
(15,170) |
|
(5,504) |
|
(74,088) |
Net book amount |
452,219 |
|
153 |
|
543 |
|
11,560 |
|
6,387 |
|
470,862 |
Year ended June 30, 2015: |
|
|
|
|
|
|
|
|
|
|
|
Opening net book amount |
407,451 |
|
120 |
|
450 |
|
9,511 |
|
4,581 |
|
422,113 |
Balance incorporated by merger with Cactus |
1,713 |
|
- |
|
5 |
|
172 |
|
- |
|
1,890 |
Additions |
52,060 |
|
84 |
|
174 |
|
4,433 |
|
3,697 |
|
60,448 |
Reclassifications of investment properties |
11,732 |
|
- |
|
- |
|
- |
|
- |
|
11,732 |
Disposals |
(10,955) |
|
(10) |
|
(4) |
|
(342) |
|
(266) |
|
(11,577) |
Depreciation charges (i) |
(9,782) |
|
(41) |
|
(82) |
|
(2,214) |
|
(1,625) |
|
(13,744) |
Closing net book amount |
452,219 |
|
153 |
|
543 |
|
11,560 |
|
6,387 |
|
470,862 |
Period ended September 30, 2015 |
|
|
|
|
|
|
|
|
|
|
|
Opening net book amount |
452,219 |
|
153 |
|
543 |
|
11,560 |
|
6,387 |
|
470,862 |
Additions |
6,419 |
|
- |
|
19 |
|
894 |
|
- |
|
7,332 |
Reclassifications of investment properties |
238 |
|
- |
|
- |
|
- |
|
- |
|
238 |
Disposals |
(16) |
|
- |
|
- |
|
(31) |
|
- |
|
(47) |
Depreciation charges (i) (Note 25) |
(2,969) |
|
(12) |
|
(22) |
|
(620) |
|
(503) |
|
(4,126) |
Closing net book amount |
455,891 |
|
141 |
|
540 |
|
11,803 |
|
5,884 |
|
474,259 |
At September 30, 2015: |
|
|
|
|
|
|
|
|
|
|
|
Costs |
510,413 |
|
903 |
|
1,594 |
|
27,581 |
|
11,891 |
|
552,382 |
Accumulated depreciation |
(54,522) |
|
(762) |
|
(1,054) |
|
(15,778) |
|
(6,007) |
|
(78,123) |
Net book amount |
455,891 |
|
141 |
|
540 |
|
11,803 |
|
5,884 |
|
474,259 |
(i) For the three-month period ended September 30, 2015, the depreciation expense of property, plant and equipment has been charged as follows: Ps. 264 under the line item “General and administrative expenses”, Ps. 55 under the line item “Selling expenses” and Ps. 3,807 under the line item “Cost” in the Income Statement. For the fiscal year ended June 30, 2015, the depreciation expense of property, plant and equipment has been charged as follows: Ps. 484 under the line item “General and administrative expenses”, Ps. 212 under the line item “Selling expenses” and Ps. 13,048 under the line item “Cost” in the Income Statement.
12
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
9. Intangible assets
Changes in the Company’s intangible assets for the three-month period ended September 30, 2015 and for the year ended June 30, 2015 were as follows:
|
Computer software |
|
Rights of use |
|
Total |
Opening net book amount |
42 |
|
18,313 |
|
18,355 |
Additions |
173 |
|
- |
|
173 |
Amortization charges (i) |
(45) |
|
(752) |
|
(797) |
Net book amount as of June 30, 2015 |
170 |
|
17,561 |
|
17,731 |
Costs |
582 |
|
19,818 |
|
20,400 |
Accumulated depreciation |
(412) |
|
(2,257) |
|
(2,669) |
Net book amount as of June 30, 2015 |
170 |
|
17,561 |
|
17,731 |
Additions |
3 |
|
- |
|
3 |
Amortization charge (i) |
(18) |
|
(188) |
|
(206) |
Net book amount as of September 30, 2015 |
155 |
|
17,373 |
|
17,528 |
Costs |
585 |
|
19,818 |
|
20,403 |
Accumulated depreciation |
(430) |
|
(2,445) |
|
(2,875) |
Net book amount as of September 30, 2015 |
155 |
|
17,373 |
|
17,528 |
(i) Amortization charges are included in “General and administrative expenses” in the Income Statement. There is no impairment charges for any of the periods presented.
10. Biological assets
Changes in the Company’s biological assets for the three-month period ended September 30, 2015 and for the year ended June 30, 2015 were as follows:
|
September 30, 2015 |
|
June 30, 2015 |
Beginning of the year |
458,502 |
|
490,211 |
Increase due to purchases |
188 |
|
14,202 |
Initial recognition and changes in the fair value of biological assets |
92,346 |
|
634,451 |
Decrease due to harvest |
(66,823) |
|
(550,426) |
Decrease due to sales |
(48,188) |
|
(128,165) |
Decrease due to consumption |
(569) |
|
(1,836) |
Incorporated by merger with Cactus |
- |
|
65 |
End of the period / year |
435,456 |
|
458,502 |
13
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
10. Biological assets (Continued)
Biological assets as of September 30, 2015 and June 30, 2015 were as follows:
|
Classification |
|
September 30, 2015 |
|
June 30, 2015 |
Non-current |
|
|
|
|
|
Cattle for dairy production |
Production |
|
39,024 |
|
40,478 |
Breeding cattle |
Production |
|
306,482 |
|
293,709 |
Other cattle |
Production |
|
6,130 |
|
6,175 |
Others biological assets |
Production |
|
5,187 |
|
5,395 |
Non-current biological assets |
|
|
356,823 |
|
345,757 |
Current |
|
|
|
|
|
Cattle for dairy production |
Consumable |
|
6 |
|
77 |
Cattle for sale |
Consumable |
|
34,435 |
|
64,845 |
Crops fields |
Consumable |
|
43,653 |
|
47,265 |
Other cattle |
Consumable |
|
539 |
|
558 |
Current biological assets |
|
|
78,633 |
|
112,745 |
Total biological assets |
|
|
435,456 |
|
458,502 |
The following tables present the Company’s biological assets that are measured at fair value as of September 30, 2015 and June 30, 2015 and their allocation to the fair value hierarchy:
|
September 30, 2015 | ||||||
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
Total |
Cattle for dairy production |
- |
|
39,030 |
|
- |
|
39,030 |
Breeding cattle |
- |
|
340,917 |
|
- |
|
340,917 |
Other cattle |
- |
|
6,669 |
|
- |
|
6,669 |
Other biological assets (i) |
5,187 |
|
- |
|
- |
|
5,187 |
Crops fields |
43,399 |
(i) |
- |
|
254 |
|
43,653 |
Total |
48,586 |
|
386,616 |
|
254 |
|
435,456 |
|
June 30, 2015 | ||||||
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
Total |
Cattle for dairy production |
- |
|
40,555 |
|
- |
|
40,555 |
Breeding cattle |
- |
|
358,554 |
|
- |
|
358,554 |
Other cattle |
- |
|
6,733 |
|
- |
|
6,733 |
Other biological assets (i) |
5,395 |
|
- |
|
- |
|
5,395 |
Crops fields |
6,914 |
(i) |
- |
|
40,351 |
|
47,265 |
Total |
12,309 |
|
405,842 |
|
40,351 |
|
458,502 |
(i) Biological assets that have no significant growth, are valued at cost, since it is considered that this value is similar to fair value.
14
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
10. Biological assets (Continued)
Changes in Level 3 biological assets for the three-month period ended September 30, 2015 and for the year ended June 30, 2015 are included in the following table:
|
Crop fields with significant biological growth |
As of June 30, 2014 |
131,261 |
Initial recognition and changes in the fair value of biological assets |
457,939 |
Decrease do to harvest |
(548,849) |
As of June 30, 2015 |
40,351 |
Initial recognition and changes in the fair value of biological assets |
26,726 |
Decrease do to harvest |
(66,823) |
As of September 30, 2015 |
254 |
When no quoted prices in an active market are available, values are based on recognized valuation methods. The company uses a range of valuation models for the measurement of Level 2 and Level 3 biological assets. The following table presents models and main parameters:
Level 2
Description |
Pricing model |
Parameters |
|||
Cattle |
Comparable market prices |
Price per livestock head/kg and per category |
Level 3
Description |
|
Model |
|
Pricing method |
|
Parameters |
|
Values |
|
Unit of measurement |
Corn |
|
Discounted cash flows |
|
- |
|
Yields |
|
7.80 |
|
Tn/ha |
|
|
|
Future sale prices |
|
1,109 |
|
Ps./Tn | |||
|
|
|
Selling expenses |
|
448 |
|
Ps./tn | |||
|
|
|
Operating cost |
|
2,015 |
|
Ps./ha | |||
Wheat |
|
Discounted cash flows |
|
- |
|
Yields: |
|
2.00 |
|
Tn/ha |
|
|
|
Future sale prices |
|
1,081 |
|
Ps./Tn | |||
|
|
|
Selling expenses |
|
699 |
|
Ps./tn | |||
|
|
|
Operating cost |
|
1,069 |
|
Ps./ha |
During the three-month period ended September 30, 2015 and the year ended June 30, 2015 there have been no transfers between the several tiers used in estimating the fair value of the Company’s biological assets, or reclassifications among their respective categories.
15
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
10. Biological assets (Continued)
See information on valuation processes used by the entity and on the sensitivity of fair value valuation to changes in material non-observable input data in Note 5.c. to the consolidated financial statements as of June 30, 2015.
As of September 30, 2015 and June 30, 2015, the better and maximum use of biological assets shall not significantly differ from the current use.
11. Inventories
Company’s inventories as of September 30, 2015 and June 30, 2015 were as follows:
|
September 30, 2015 |
|
June 30, 2015 |
Current |
|
|
|
Crops |
178,824 |
|
198,343 |
Materials and inputs |
84,387 |
|
80,171 |
Seeds and fodders |
57,532 |
|
58,813 |
Total inventories |
320,743 |
|
337,327 |
As of September 30, 2015 and June 30, 2015 the cost of inventories recognized as expense amounted to Ps. 118,878 and Ps. 422,828, respectively and they have been included in “Costs”.
16
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
12. Financial instruments by category
Determining fair values
See determination of the fair value of the Company's financial instruments in Note 16 to the Unaudited Condensed Interim Consolidated Financial Statements.
The following tables present the Company’s financial assets and financial liabilities that are measured at fair value as of September 30, 2015 and June 30, 2015 and their allocation to the fair value hierarchy:
|
September 30, 2015 | ||||||
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
Total |
Assets |
|
|
|
|
|
|
|
Investment in financial assets: |
|
|
|
|
|
|
|
- Mutual funds |
32,037 |
|
- |
|
- |
|
32,037 |
- Corporate bonds related parties (Note 30 and 34) |
17,256 |
|
- |
|
- |
|
17,256 |
Derivative financial instruments: |
|
|
|
|
|
|
|
- Crops futures (Note 34) |
577 |
|
- |
|
- |
|
577 |
Cash and cash equivalents: |
|
|
|
|
|
|
|
- Mutual funds |
2,207 |
|
- |
|
- |
|
2,207 |
Total Assets |
52,077 |
|
- |
|
- |
|
52,077 |
|
September 30, 2015 | ||||||
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
Total |
Liabilities |
|
|
|
|
|
|
|
Derivative financial instruments: |
|
|
|
|
|
|
|
- Crops futures (Note 34) |
601 |
|
- |
|
- |
|
601 |
- Foreign-currency contracts |
- |
|
912 |
|
- |
|
912 |
Total Liabilities |
601 |
|
912 |
|
- |
|
1,513 |
|
June 30, 2015 | ||||||
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
Total |
Assets |
|
|
|
|
|
|
|
Investment in financial assets: |
|
|
|
|
|
|
|
- Mutual funds |
35,624 |
|
- |
|
- |
|
35,624 |
- Corporate bonds related parties (Note 30 and 34) |
17,247 |
|
- |
|
- |
|
17,247 |
Cash and cash equivalents: |
|
|
|
|
|
|
|
- Mutual funds |
2,285 |
|
- |
|
- |
|
2,285 |
Total Assets |
55,156 |
|
- |
|
- |
|
55,156 |
17
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
12. Financial instruments by category (Continued)
|
June 30, 2015 | ||||||
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
Total |
Liabilities |
|
|
|
|
|
|
|
Derivative financial instruments: |
|
|
|
|
|
|
|
- Crops futures |
2,663 |
|
- |
|
- |
|
2,663 |
Total Liabilities |
2,663 |
|
- |
|
- |
|
2,663 |
When no quoted prices in an active market are available, fair values (particularly with derivatives) are based on recognized valuation methods. The Company uses a range of valuation models for the measurement of Level 2 and Level 3 instruments, details of which may be obtained from Note 16 to the Unaudited Condensed Interim Consolidated Financial Statements.
13. Trade and other receivables
The detail of the Company’s trade and other receivables as of September 30, 2015 and June 30, 2015 were as follows:
|
September 30, 2015 |
|
June 30, 2015 |
Non-current |
|
|
|
Others |
- |
|
12 |
Total Non-current other receivables |
- |
|
12 |
Total Non-current trade and other receivables |
- |
|
12 |
Current |
|
|
|
Receivables from sale of agricultural products and services |
41,269 |
|
44,077 |
Deferred checks received |
10,982 |
|
691 |
Debtors under legal proceedings |
8,653 |
|
1,504 |
Less: allowance for doubtful accounts |
(7,985) |
|
(7,921) |
Current trade receivables |
52,919 |
|
38,351 |
Prepayments |
40,523 |
|
45,077 |
VAT receivables |
31,425 |
|
29,342 |
Personnel Loans |
4,042 |
|
5,911 |
Gross sales tax credit |
2,541 |
|
2,211 |
Tax on bank account transactions Law N° 2,541 |
4,499 |
|
4,074 |
Other tax receivables |
1,242 |
|
967 |
Advance payments |
3,842 |
|
1,809 |
Expenses and services to recover |
2,953 |
|
3,125 |
Others |
1,803 |
|
1,754 |
Less: allowance for doubtful accounts |
(20) |
|
(20) |
Total Current other receivables |
92,850 |
|
94,250 |
Related parties (Note 30) |
247,778 |
|
276,341 |
Total Current trade and other receivables |
393,547 |
|
408,942 |
Total trade and other receivables |
393,547 |
|
408,954 |
18
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
13. Trade and other receivables (Continued)
The fair value of current trade and other receivables approximate their respective carrying amounts because, due to their short-term nature, as the impact of discounting is not considered significant. The fair values are based on discounted cash flows (Level 2 of fair value hierarchy).
The carrying amounts of the Company’s trade and other receivables denominated in foreign currencies are detailed in Note 34.
Trade receivables are generally presented in the statement of financial position net of allowances for doubtful receivables. Impairment policies and procedures by type of receivables are discussed in detail in Note 2.18 to the Annual Consolidated Financial Statements as of June 30, 2015.
Movements on the Company’s allowance for doubtful accounts are as follows:
|
September 30, 2015 |
|
June 30, 2015 |
Beginning of the year |
7,941 |
|
893 |
Incorporated by merger with Cactus |
- |
|
1,434 |
Charges |
64 |
|
6,254 |
Unused amounts reversed |
- |
|
(159) |
Used during the period / year |
- |
|
(481) |
End of the period / year |
8,005 |
|
7,941 |
The addition and release of allowance for doubtful account have been included in “Selling expenses” in the income statement (Note 25). Amounts charged to the provision account are generally written off when there is no expectation of recovering additional cash.
14. Investment in financial assets
Company’s investments in financial assets as of September 30, 2015 and June 30, 2015 were as follows:
|
September 30, 2015 |
|
June 30, 2015 |
|
|
|
|
Current |
|
|
|
Corporate bonds related parties (Note 30 and 34) |
17,256 |
|
17,247 |
Mutual funds |
32,037 |
|
35,624 |
Total Current |
49,293 |
|
52,871 |
Total Investment in Financial Assets |
49,293 |
|
52,871 |
19
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
15. Derivative financial instruments
Derivative financial instruments of the Company as of September 30, 2015 and June 30, 2015 are as follows:
|
September 30, 2015 |
|
June 30, 2015 |
Assets |
|
|
|
Current |
|
|
|
Crops futures (Note 34) |
577 |
|
- |
Total current assets |
577 |
|
- |
Total assets |
577 |
|
- |
|
|
|
|
Liabilities |
|
|
|
Current |
|
|
|
Crops futures (Note 34) |
601 |
|
2,663 |
Foreign-currency contracts |
912 |
|
- |
Total current liabilities |
1,513 |
|
2,663 |
Total liabilities |
1,513 |
|
2,663 |
16. Cash flow information
The following table shows the amounts of cash and cash equivalents as of September 30, 2015 and June 30, 2015:
|
September 30, 2015 |
|
June 30, 2015 |
Cash on hand and at banks |
22,773 |
|
15,409 |
Mutual funds |
2,207 |
|
2,285 |
Total cash and cash equivalents |
24,980 |
|
17,694 |
20
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
16. Cash flow information (Continued)
Following is a detailed description of cash flows used in the Company’s operations for the three-month periods ended as of September 30, 2015 and 2014:
|
September 30, 2015 |
|
September 30, 2014 |
Loss for the period |
(292,151) |
|
(122,005) |
Adjustments for: |
|
|
|
Income tax expense |
(73,412) |
|
(62,124) |
Depreciation |
4,262 |
|
3,043 |
Amortization |
206 |
|
194 |
Share-based payments |
1,191 |
|
2,971 |
Loss from disposal of farmlands |
- |
|
(195,875) |
Loss from disposal and release of investment property and property, plant and equipment |
- |
|
(87) |
Unrealized gain from derivative financial instruments |
3,039 |
|
28,655 |
Changes in fair value of financial assets at fair value through profit or loss |
(2,289) |
|
(19,827) |
Accrued interest, net |
73,452 |
|
40,421 |
Unrealized initial recognition and changes in the fair value of biological assets |
(39,853) |
|
(80,496) |
Changes in the net realizable value of agricultural produce after harvest |
8,330 |
|
14,822 |
Provisions |
4,418 |
|
16,662 |
Share of profit of subsidiaries, associates and joint ventures |
152,418 |
|
208,060 |
Unrealized foreign exchange loss, net |
72,205 |
|
80,180 |
Changes in operating assets and liabilities: |
|
|
|
Decrease in biological assets |
62,899 |
|
198,713 |
Decrease / (Increase) in inventories |
8,254 |
|
(37,246) |
(Increase) / Decrease in trade and other receivables |
(15,517) |
|
19,011 |
Decrease / (Increase) in derivative financial instruments |
24 |
|
(2,235) |
(Decrease) / Increase in trade and other payables |
(1,193) |
|
5,612 |
Decrease in payroll and social security liabilities |
(18,185) |
|
(28,170) |
Net cash (used in) generated from operating activities before income tax paid. |
(51,902) |
|
70,279 |
21
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
16. Cash flow information (Continued)
The following table shows a detail of non-cash transaction occurred during the three-month periods ended as of September 30, 2015 and 2014:
|
09.30.15 |
|
09.30.14 |
Non-cash activities |
|
|
|
Dividends not collected |
(1,960) |
|
(4,199) |
Decrease of interest in subsidiaries, associates and joint venture by exchange differences on translating foreign operations |
113,146 |
|
8,375 |
Increase of investment in subsidiaries, associates and joint ventures through an increase in trade and other payables |
(34) |
|
(876) |
Decrease in investments in subsidiaries, associates and joint ventures through an increase in trade and other receivables |
- |
|
(2,547) |
Increase of interest in subsidiaries, associates and joint ventures through a decrease in trade and other receivables |
(36,237) |
|
- |
Increase in property, plant and equipment through an increase in trade payables |
333 |
|
343 |
Increase in investment in financial assets through a decrease in property, plant and equipment |
- |
|
48,217 |
Share-based payments reserve |
3,478 |
|
9,098 |
Increase in trade and other receivables through a decrease in property, plant and equipment |
- |
|
485 |
Repayment of loan as a result of merger |
- |
|
(25,243) |
Stock plan granted |
(2,938) |
|
- |
17. Trade and other payables
The detail of the Company’s trade and other payables as of September 30, 2015 and June 30, 2015 were as follows:
|
September 30, 2015 |
|
June 30, 2015 |
Non-current |
|
|
|
Tax on shareholders’ personal assets |
789 |
|
865 |
Total non-current other payables |
789 |
|
865 |
Total non-current trade and other payables |
789 |
|
865 |
Current |
|
|
|
Trade payables |
51,188 |
|
66,325 |
Provisions |
55,341 |
|
56,548 |
Total current trade payables |
106,529 |
|
122,873 |
Sales, rent and services payments received in advance |
4,717 |
|
2,366 |
Gross sales tax payable |
576 |
|
1,305 |
VAT payables |
1,095 |
|
- |
Tax amnesty plan for payable taxes |
305 |
|
266 |
Withholdings tax |
12,761 |
|
2,129 |
Tax on shareholders’ personal assets |
6,970 |
|
4,666 |
Others |
787 |
|
780 |
Total current other payables |
27,211 |
|
11,512 |
Related parties (Note 30) |
16,852 |
|
14,231 |
Total current trade and other payables |
150,592 |
|
148,616 |
Total trade and other payables |
151,381 |
|
149,481 |
22
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
17. Trade and other payables (Continued)
The fair value of trade and other payables approximate their respective carrying amounts due to their short-term nature, as the impact of discounting is considered as not significant. Fair values are based on discounted cash flows (Level 2 of fair value hierarchy).
Book value of trade and other payables denominated in foreign currencies are detailed in Note 34.
18. Payroll and social security liabilities
The detail of the Company’s salaries and social security liabilities as of September 30, 2015 and June 30, 2015 were as follows:
|
September 30, 2015 |
|
June 30, 2015 |
Current |
|
|
|
Provision for vacations and bonuses |
23,354 |
|
49,416 |
Social security payable |
15,936 |
|
7,183 |
Salaries payable |
59 |
|
141 |
Share-based payments |
58 |
|
852 |
Total current payroll and social security liabilities |
39,407 |
|
57,592 |
Total payroll and social security liabilities |
39,407 |
|
57,592 |
19. Provisions
The table below shows the movements in Company's provisions categorized by type of provision:
|
Labor, legal and other claims |
|
Tax and social security |
|
Investments in subsidiaries, associates and joint ventures (i) |
|
Total |
As of June 30, 2014 |
1,765 |
|
2 |
|
- |
|
1,767 |
Balance incorporated by merger with Cactus |
1,005 |
|
- |
|
- |
|
1,005 |
Additions |
1,470 |
|
- |
|
8,043 |
|
9,513 |
Used during year |
(536) |
|
- |
|
- |
|
(536) |
Payments |
(90) |
|
- |
|
- |
|
(90) |
As of June 30, 2015 |
3,614 |
|
2 |
|
8,043 |
|
11,659 |
Additions |
256 |
|
- |
|
181 |
|
437 |
Used during period |
(180) |
|
- |
|
(8,043) |
|
(8,223) |
As of September 30, 2015 |
3,690 |
|
2 |
|
181 |
|
3,873 |
(i) Corresponds to equity interests in subsidiaries, associates and joint ventures with negative equity.
23
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
19. Provisions (Continued)
The analysis of total provisions was as follows:
|
September 30, 2015 |
|
June 30, 2015 |
Non-current |
2,093 |
|
10,076 |
Current |
1,780 |
|
1,583 |
|
3,873 |
|
11,659 |
20. Borrowings
The detail of the Company’s borrowings as of September 30, 2015 and June 30, 2015 were as follows:
|
|
|
|
|
|
|
|
|
|
|
Value as of | ||
|
Secured / unsecured |
|
Currency |
|
Fixed / Floating |
|
Effective interest rate % |
|
Nominal Value (in million) |
|
September 30, 2015 |
|
June 30, 2015 |
Non-current |
|
|
|
|
|
|
|
|
|
|
|
|
|
CRESUD NCN Class XIV due 2018........................................... |
Unsecured |
|
US$ |
|
Fixed |
|
1.50 % |
|
32 |
|
300,986 |
|
290,205 |
CRESUD NCN Class XVI due 2018........................................... |
Unsecured |
|
US$ |
|
Fixed |
|
1.50 % |
|
109 |
|
1,034,555 |
|
998,594 |
CRESUD NCN Class XVIII due 2019......................................... |
Unsecured |
|
US$ |
|
Fixed |
|
4.00% |
|
34 |
|
319,286 |
|
308,022 |
CRESUD NCN Class XIX due 2016........................................... |
Unsecured |
|
Ps. |
|
Floating |
|
Badlar + 350 bps |
|
187 |
|
- |
|
185,684 |
CRESUD NCN Class XX due 2017 (ii) (iv)............................... |
Unsecured |
|
US$ |
|
Fixed |
|
2.5 % |
|
18.2 |
|
172,931 |
|
167,538 |
CRESUD Class XXI NCN due 2017 .......................................... |
Unsecured |
|
Ps. |
|
Floating |
|
Badlar + 350 bps |
|
192 |
|
190,318 |
|
- |
CRESUD Class XXII NCN due 2019.......................................... |
Unsecured |
|
US$ |
|
Fixed |
|
4.00% |
|
22 |
|
207,833 |
|
- |
Loan from Banco Ciudad.............................................................. |
Unsecured |
|
US$ |
|
Floating |
|
Libor + 300 bps or 6% (the higher) |
|
15 |
|
121,905 |
|
117,574 |
Loan from Banco de La Pampa.................................................... |
Unsecured |
|
Ps. |
|
Floating |
|
Rate Survey PF 30-59 days |
|
20 |
|
6,622 |
|
9,911 |
Finance lease obligations............................................................. |
Secured |
|
US$ |
|
Fixed |
|
10.75% |
|
- |
|
354 |
|
166 |
Non-current borrowings.......................................................... |
|
|
|
|
|
|
|
|
|
|
2,354,790 |
|
2,077,694 |
24
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
20. Borrowings (Continued)
|
|
|
|
|
|
|
|
|
|
|
Value as of | ||
|
Secured / unsecured |
|
Currency |
|
Fixed / Floating |
|
Effective interest rate % |
|
Nominal Value (in million) |
|
September 30, 2015 |
|
June 30, 2015 |
Current |
|
|
|
|
|
|
|
|
|
|
|
|
|
CRESUD NCN Class XIV due 2018 |
Unsecured |
|
US$ |
|
Fixed |
|
1.50 % |
|
32 |
|
93 |
|
102 |
CRESUD NCN Class XV due 2015 |
Unsecured |
|
Ps. |
|
Floating |
|
23.67 % |
|
176 |
|
60,420 |
|
120,760 |
CRESUD NCN Class XVI due 2018 |
Unsecured |
|
US$ |
|
Fixed |
|
1.50 % |
|
109 |
|
5,236 |
|
4,986 |
CRESUD NCN Class XVII due 2016 |
Unsecured |
|
Ps. |
|
Floating |
|
Badlar + 250 bps |
|
176 |
|
172,772 |
|
172,602 |
CRESUD NCN Class XVIII due 2019 |
Unsecured |
|
US$ |
|
Fixed |
|
4.00% |
|
34 |
|
1,149 |
|
1,141 |
CRESUD NCN Class XIX due 2016 |
Unsecured |
|
Ps. |
|
Fixed |
|
Badlar + 350 bps |
|
187 |
|
186,478 |
|
803 |
CRESUD NCN Class XX due 2017 (i) (iii) |
Unsecured |
|
US$ |
|
Fixed |
|
2.50% |
|
18.2 |
|
3,265 |
|
3,120 |
CRESUD Class XXI NCN due 2017 |
Unsecured |
|
Ps. |
|
Floating |
|
Badlar + 350 bps |
|
192 |
|
5,932 |
|
- |
CRESUD Class XXII NCN due 2019 |
Unsecured |
|
US$ |
|
Fixed |
|
4.00% |
|
22 |
|
(802) |
|
- |
Loan from Banco Ciudad |
Unsecured |
|
US$ |
|
Floating |
|
Libor + 300 bps or 6% (the higher) |
|
15 |
|
8,666 |
|
10,204 |
Loan from Banco de La Pampa |
Unsecured |
|
Ps. |
|
Floating |
|
Rate Survey PF 30-59 days |
|
20 |
|
6,892 |
|
7,576 |
Loan from Banco de la Provincia de Buenos Aires |
Unsecured |
|
Ps. |
|
Fixed |
|
15.01% / 23% |
|
107 |
|
90,583 |
|
6,875 |
Finance lease obligations |
Secured |
|
US$ |
|
Fixed |
|
10.75% |
|
- |
|
381 |
|
368 |
Bank overdrafts |
Unsecured |
|
Ps. |
|
Fixed |
|
- |
|
- |
|
305,054 |
|
582,583 |
Current borrowings |
|
|
|
|
|
|
|
|
|
|
846,119 |
|
911,120 |
Total borrowings |
|
|
|
|
|
|
|
|
|
|
3,200,909 |
|
2,988,814 |
(i) Includes an outstanding balance of Ps, 455, Ps. 840 and Ps. 1,289 with ERSA, IRSA CP and PAMSA, respectively, as of 09.30.15.
(ii) Includes an outstanding balance of Ps, 21,714, Ps. 12,499 and Ps. 61,549 with ERSA, IRSA CP and PAMSA, respectively, as of 09.30.15.
(iii) Includes an outstanding balance of Ps. 437 and Ps. 1,871 with ERSA and PAMSA, respectively, as of 06.30.15.
(iv) Includes an outstanding balance of Ps. 21,048 and Ps. 90,212 with ERSA and PAMSA, respectively, as of 06.30.15.
The fair value of current borrowings at fixed-rate and current and non-current borrowings at floating-rate equals their carrying amount, as the impact of discounting is not significant. The fair value of all debts that are not quoted in the market are valued at their technical value that is nominal value plus accrued interest.
Book value of borrowings denominated in foreign currencies is detailed in Note 34.
The fair values of non-current borrowings at fixed rate (excluding finance leases) are as follows:
|
September 30, 2015 |
|
June 30, 2015 |
CRESUD Class XIV NCN due 2018 |
301,962 |
|
291,247 |
CRESUD Class XVI NCN due 2018 |
1,029,847 |
|
993,220 |
CRESUD Class XVIII NCN due 2019 |
318,137 |
|
306,890 |
CRESUD Class XX NCN due 2017 |
171,733 |
|
165,614 |
CRESUD Class XXII NCN due 2019 |
215,022 |
|
- |
Total |
2,036,701 |
|
1,756,971 |
25
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
20. Borrowings (Continued)
See description of Non-Convertible Notes issued by the Company for the three-month period ended as of September 30, 2015 in Note 25 to Unaudited Condensed Interim Consolidated Financial Statements as of September 30, 2015.
21. Taxation
The detail for the Company’s income tax is as follows:
|
September 30, 2015 |
|
September 30, 2014 |
Deferred income tax |
73,412 |
|
62,124 |
Income tax |
73,412 |
|
62,124 |
The gross movements on the deferred income tax account were as follows:
|
September 30, 2015 |
|
June 30, 2015 |
Beginning of the year |
446,802 |
|
302,991 |
Balance incorporated by merger with Cactus |
- |
|
(399) |
Reserve for changes in investment in subsidiaries |
- |
|
(50,359) |
Charged to the income statement |
73,412 |
|
194,569 |
End of the period / year |
520,214 |
|
446,802 |
The Company´s income tax expense charge differs from the theoretical amount that would arise using the weighted average tax rate applicable to Company´s profit before tax as follows:
|
September 30, 2015 |
|
September 30, 2014 |
Tax calculated at the tax applicable tax rate in effect |
127,947 |
|
64,445 |
Permanent differences: |
|
|
|
Share of profit of subsidiaries, associates and joint ventures |
(52,465) |
|
(1,150) |
Tax on personal assets |
(806) |
|
(1,351) |
Director´s fees |
(1,189) |
|
- |
Others |
(75) |
|
180 |
Income tax expense |
73,412 |
|
62,124 |
22. Shareholders’ Equity
See description of movements on Shareholder’s equity in Note 27 to the Unaudited Condensed Interim Consolidated Financial Statements as of September 30, 2015.
26
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
23. Revenues
|
September 30, 2015 |
|
September 30, 2014 |
Crops |
199,756 |
|
237,307 |
Cattle |
56,046 |
|
62,179 |
Dairy |
17,503 |
|
17,467 |
Supplies |
3,512 |
|
795 |
Leases and agricultural services |
2,522 |
|
3,634 |
Total revenues |
279,339 |
|
321,382 |
24. Costs
|
September 30, 2015 |
|
September 30, 2014 |
Crops |
208,115 |
|
289,327 |
Cattle |
76,029 |
|
82,240 |
Dairy |
33,610 |
|
32,836 |
Leases and agricultural services |
2,847 |
|
1,871 |
Supplies |
2,604 |
|
- |
Other costs |
2,392 |
|
2,320 |
Total costs |
325,597 |
|
408,594 |
27
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
25. Expenses by nature
For the three-month period ended as of September 30, 2015:
|
|
Costs |
| |||||||||
|
|
Cost of sales and agricultural services |
|
Cost of agriculture production |
|
Others operating costs |
|
General and administrative expenses |
|
Selling expenses |
|
Total |
Supplies and labor |
|
185 |
|
89,308 |
|
- |
|
- |
|
47 |
|
89,540 |
Leases and expenses |
|
12 |
|
355 |
|
4 |
|
659 |
|
21 |
|
1,051 |
Amortization and depreciation (i) |
|
739 |
|
2,433 |
|
771 |
|
544 |
|
57 |
|
4,544 |
Doubtful accounts |
|
- |
|
- |
|
- |
|
- |
|
64 |
|
64 |
Changes in biological assets and agricultural produce |
|
195,261 |
|
- |
|
- |
|
- |
|
- |
|
195,261 |
Advertising, publicity and other selling expenses |
|
- |
|
- |
|
- |
|
- |
|
219 |
|
219 |
Maintenance and repairs |
|
1,047 |
|
4,460 |
|
247 |
|
1,073 |
|
118 |
|
6,945 |
Payroll and social security expenses (Note 26) |
|
675 |
|
18,901 |
|
1,009 |
|
22,455 |
|
1,439 |
|
44,479 |
Fees and payments for services |
|
30 |
|
667 |
|
17 |
|
2,285 |
|
114 |
|
3,113 |
Freights |
|
15 |
|
3,384 |
|
38 |
|
12 |
|
23,350 |
|
26,799 |
Bank commissions and expenses |
|
- |
|
327 |
|
17 |
|
999 |
|
1,457 |
|
2,800 |
Travel expenses and stationery |
|
37 |
|
2,592 |
|
152 |
|
592 |
|
38 |
|
3,411 |
Conditioning and clearance |
|
- |
|
- |
|
- |
|
- |
|
9,572 |
|
9,572 |
Director’s fees |
|
- |
|
- |
|
- |
|
5,316 |
|
- |
|
5,316 |
Taxes, rates and contributions |
|
105 |
|
2,672 |
|
13 |
|
369 |
|
7,453 |
|
10,612 |
Export expenses |
|
- |
|
- |
|
- |
|
- |
|
23,551 |
|
23,551 |
Others |
|
- |
|
- |
|
124 |
|
7 |
|
- |
|
131 |
Total expenses by nature |
|
198,106 |
|
125,099 |
|
2,392 |
|
34,311 |
|
67,500 |
|
427,408 |
(i) Includes Ps. 76 corresponding to shared services amortization.
28
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
25. Expenses by nature (Continued)
For the three-month period ended as of September 30, 2014:
|
|
Costs |
| |||||||||
|
|
Cost of sales and agricultural services |
|
Cost of agriculture production |
|
Others operating costs |
|
General and administrative expenses |
|
Selling expenses |
|
Total |
Supplies and labor |
|
224 |
|
117,732 |
|
7 |
|
- |
|
142 |
|
118,105 |
Leases and expenses |
|
3 |
|
281 |
|
13 |
|
716 |
|
26 |
|
1,039 |
Amortization and depreciation (i) |
|
502 |
|
1,643 |
|
741 |
|
398 |
|
49 |
|
3,333 |
Doubtful accounts |
|
- |
|
- |
|
- |
|
- |
|
94 |
|
94 |
Changes in biological assets and agricultural produce |
|
258,561 |
|
- |
|
- |
|
- |
|
- |
|
258,561 |
Advertising, publicity and other selling expenses |
|
- |
|
- |
|
- |
|
- |
|
384 |
|
384 |
Maintenance and repairs |
|
528 |
|
4,230 |
|
330 |
|
673 |
|
90 |
|
5,851 |
Payroll and social security expenses (Note 26) |
|
506 |
|
14,259 |
|
656 |
|
14,128 |
|
1,161 |
|
30,710 |
Fees and payments for services |
|
58 |
|
634 |
|
352 |
|
1,706 |
|
128 |
|
2,878 |
Freights |
|
5 |
|
2,831 |
|
- |
|
9 |
|
36,577 |
|
39,422 |
Bank commissions and expenses |
|
- |
|
161 |
|
- |
|
890 |
|
1,582 |
|
2,633 |
Travel expenses and stationery |
|
(18) |
|
2,712 |
|
198 |
|
849 |
|
29 |
|
3,770 |
Conditioning and clearance |
|
- |
|
- |
|
- |
|
- |
|
5,722 |
|
5,722 |
Director’s fees |
|
- |
|
- |
|
- |
|
4,014 |
|
- |
|
4,014 |
Taxes, rates and contributions |
|
63 |
|
1,359 |
|
23 |
|
1,294 |
|
8,491 |
|
11,230 |
Total expenses by nature |
|
260,432 |
|
145,842 |
|
2,320 |
|
24,677 |
|
54,475 |
|
487,746 |
(i) Includes Ps. 96 corresponding to shared services amortization.
29
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
26. Employee costs
|
September 30, 2015 |
|
September 30, 2014 |
Salaries, bonuses and social security costs |
38,205 |
|
25,415 |
Other benefits and expenses |
4,212 |
|
2,399 |
Share-based payments |
1,191 |
|
2,971 |
Pension costs – defined contribution plan |
871 |
|
(75) |
|
44,479 |
|
30,710 |
27. Other operating results, net
|
September 30, 2015 |
|
September 30, 2014 |
Administration fees |
773 |
|
455 |
Gain from commodity derivative financial instruments |
2,021 |
|
2,491 |
Gain from disposal of property, plant and equipment |
- |
|
87 |
Expenses related to transfers of property, plant and equipment to subsidiaries |
- |
|
(4,312) |
Tax on shareholders’ personal assets |
(2,305) |
|
(3,859) |
Donations |
(84) |
|
(164) |
Project analysis and assessment |
- |
|
13 |
Contingencies |
(61) |
|
(618) |
Transfer of consulting arrangement |
- |
|
10,627 |
Others |
323 |
|
(37) |
Total other operating results, net |
667 |
|
4,683 |
30
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
28. Financial results, net
|
September 30, 2015 |
|
September 30, 2014 |
Finance income: |
|
|
|
- Interest income |
2,715 |
|
4,457 |
- Foreign exchange gains |
3,791 |
|
6,128 |
Finance income |
6,506 |
|
10,585 |
|
|
|
|
Finance costs: |
|
|
|
- Interest expense |
(76,167) |
|
(44,878) |
- Foreign exchange losses |
(85,433) |
|
(90,538) |
- Other finance costs |
(5,512) |
|
(10,142) |
Finance costs |
(167,112) |
|
(145,558) |
|
|
|
|
Other finance results: |
|
|
|
- Fair value gains of financial assets at fair value through profit or loss |
2,289 |
|
19,827 |
- Loss from derivative financial instruments (except commodities) |
(5,702) |
|
(29,144) |
Total other finance results |
(3,413) |
|
(9,317) |
Total financial results, net |
(164,019) |
|
(144,290) |
29. Share-based payments
See description of share-based payments in Note 34 to the Unaudited Condensed Interim Consolidated Financial Statements as of September 30, 2015.
31
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
30. Related party transactions
See description of the main transactions conducted with related parties in Note 38 to the Consolidated Financial Statements as of September 30, 2015 and 2014.
The following is a summary of the balances with related parties as of September 30, 2015:
Related party |
|
Description of transaction |
|
Investments in financial assets current |
|
Trade and other receivables current |
|
Trade and other payables current |
|
Borrowings non-current |
|
Borrowings current |
Subsidiaries |
|
|
|
|
|
|
|
|
|
|
|
|
IRSA Inversiones y Representaciones S.A. |
|
Corporate services |
|
- |
|
17,889 |
|
- |
|
- |
|
- |
|
Share-based payments |
|
- |
|
9,136 |
|
- |
|
- |
|
- | |
|
Non-convertible notes |
|
17,256 |
|
- |
|
- |
|
- |
|
- | |
|
Leases |
|
- |
|
- |
|
(558) |
|
- |
|
- | |
|
Fees |
|
- |
|
20 |
|
- |
|
- |
|
- | |
|
Sale of Puertas del Luján |
|
- |
|
- |
|
(216) |
|
- |
|
- | |
|
Reimbursement of expenses |
|
- |
|
4,286 |
|
- |
|
- |
|
- | |
Brasilagro Companhia Brasileira de Propriedades Agrícolas (“BrasilAgro”) |
|
Reimbursement of expenses |
|
- |
|
1,426 |
|
(3,098) |
|
- |
|
- |
|
Dividends receivables |
|
- |
|
48,926 |
|
- |
|
- |
|
- | |
Sociedad Anónima Carnes Pampeanas S.A. (formerly EAASA) |
|
Reimbursement of expenses |
|
- |
|
114 |
|
- |
|
- |
|
- |
|
|
Sale of goods and/or services |
|
- |
|
7,446 |
|
(9) |
|
- |
|
- |
Helmir S.A. |
|
Financial operations |
|
- |
|
855 |
|
- |
|
- |
|
- |
Ombú Agropecuaria S.A. |
|
Administration fees |
|
- |
|
2,261 |
|
- |
|
- |
|
- |
|
|
Reimbursement of expenses |
|
- |
|
311 |
|
- |
|
- |
|
- |
Agropecuaria Acres del Sud S.A. |
|
Administration fees |
|
- |
|
1,919 |
|
- |
|
- |
|
- |
|
Reimbursement of expenses |
|
- |
|
331 |
|
- |
|
- |
|
- | |
Yatay Agropecuaria S.A. |
|
Administration fees |
|
- |
|
2,261 |
|
- |
|
- |
|
- |
Yuchán Agropecuaria S.A. |
|
Administration fees |
|
- |
|
2,261 |
|
- |
|
- |
|
- |
32
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
30. Related party transactions (Continued)
Related party |
|
Description of transaction |
|
Investments in financial assets current |
|
Trade and other receivables current |
|
Trade and other payables current |
|
Borrowings non-current |
|
Borrowings current |
Futuros y Opciones.Com S.A. |
|
Brokerage |
|
- |
|
15,285 |
|
- |
|
- |
|
- |
|
Reimbursement of expenses |
|
- |
|
129 |
|
- |
|
- |
|
- | |
|
Regional Table Gs Services |
|
- |
|
- |
|
(35) |
|
- |
|
- | |
|
Supplies purchase transactions |
|
- |
|
1,398 |
|
- |
|
- |
|
- | |
|
Supplies sales transactions |
|
- |
|
89 |
|
- |
|
- |
|
- | |
|
Administration fees |
|
- |
|
16 |
|
- |
|
- |
|
- | |
Total Subsidiaries |
|
|
|
17,256 |
|
116,359 |
|
(3,916) |
|
- |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
Associates |
|
|
|
|
|
|
|
|
|
|
|
|
Agro Managers S.A. |
|
Reimbursement of expenses |
|
- |
|
297 |
|
- |
|
- |
|
- |
Agro-Uranga S.A. |
|
Dividends receivable |
|
- |
|
1,960 |
|
- |
|
- |
|
- |
|
|
Sale of goods and/or services |
|
- |
|
802 |
|
- |
|
- |
|
- |
|
|
Purchase of goods and/or services |
|
- |
|
- |
|
(924) |
|
- |
|
- |
Agrofy S.A. |
|
Contributions to be paid in |
|
- |
|
- |
|
(34) |
|
- |
|
- |
Total Associates |
|
|
|
- |
|
3,059 |
|
(958) |
|
- |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiaries of the subsidiaries |
|
|
|
|
|
|
|
|
|
|
|
|
IRSA Propiedades Comerciales S.A. |
|
Reimbursement of expenses |
|
- |
|
5,960 |
|
- |
|
- |
|
- |
|
Share-based payments |
|
- |
|
18,581 |
|
- |
|
- |
|
- | |
|
Non-convertible Notes |
|
- |
|
- |
|
- |
|
(12,499) |
|
(840) | |
|
Corporate services |
|
- |
|
38,562 |
|
- |
|
- |
|
- | |
|
|
Leases |
|
- |
|
- |
|
(1,121) |
|
- |
|
- |
Nuevas Fronteras S.A. |
|
Provision of services |
|
- |
|
- |
|
(4) |
|
- |
|
- |
Emprendimiento Recoleta S.A. |
|
Non-convertible Notes |
|
- |
|
- |
|
- |
|
(21,714) |
|
(455) |
Panamerican Mall S.A. |
|
Reimbursement of expenses |
|
- |
|
15 |
|
- |
|
- |
|
- |
|
|
Non-convertible Notes |
|
- |
|
- |
|
- |
|
(61,549) |
|
(1,289) |
FyO Trading S.A. |
|
Reimbursement of expenses |
|
- |
|
1,758 |
|
- |
|
- |
|
- |
|
|
Purchase of goods and/or services |
|
- |
|
- |
|
(223) |
|
- |
|
- |
Fibesa S.A. |
|
Reimbursement of expenses |
|
- |
|
24 |
|
(20) |
|
- |
|
- |
Total Subsidiaries of the subsidiaries |
|
|
|
- |
|
64,900 |
|
(1,368) |
|
(95,762) |
|
(2,584) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Associates of the subsidiaries |
|
|
|
|
|
|
|
|
|
|
|
|
Tarshop S.A. |
|
Reimbursement of expenses |
|
- |
|
2 |
|
- |
|
- |
|
- |
Total Associates of the subsidiaries |
|
|
|
- |
|
2 |
|
- |
|
- |
|
- |
33
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
30. Related party transactions (Continued)
Related party |
|
Description of transaction |
|
Investments in financial assets current |
|
Trade and other receivables current |
|
Trade and other payables current |
|
Borrowings non-current |
|
Borrowings current |
Joint Ventures of the subsidiaries |
|
|
|
|
|
|
|
|
|
|
|
|
Cyrsa S.A. |
|
Reimbursement of expenses |
|
- |
|
- |
|
(4) |
|
- |
|
- |
Total Joint Ventures of the subsidiaries |
|
|
|
- |
|
- |
|
(4) |
|
- |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Related parties |
|
|
|
|
|
|
|
|
|
|
|
|
Consultores Asset Management S.A. (“CAMSA”) |
|
Fees provision |
|
- |
|
- |
|
(6,322) |
|
- |
|
- |
|
Reimbursement of expenses |
|
- |
|
635 |
|
(53) |
|
- |
|
- | |
Fundación IRSA |
|
Reimbursement of expenses |
|
- |
|
4 |
|
- |
|
- |
|
- |
Estudio Zang, Bergel & Viñes |
|
Legal services |
|
- |
|
- |
|
(304) |
|
- |
|
- |
Inversiones Financieras del Sur S.A. |
|
Financial operations |
|
- |
|
62,096 |
|
- |
|
- |
|
- |
|
|
Dividends receivables |
|
- |
|
359 |
|
- |
|
- |
|
- |
Austral Gold |
|
Reimbursement of expenses |
|
- |
|
325 |
|
- |
|
- |
|
- |
La Rural S.A. |
|
Reimbursement of expenses |
|
- |
|
- |
|
(39) |
|
- |
|
- |
Other Related parties |
|
|
|
- |
|
63,419 |
|
(6,718) |
|
- |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
Directors and Senior Management |
|
|
|
|
|
|
|
|
|
|
|
|
Directors and Senior Management |
|
Reimbursement of expenses |
|
- |
|
39 |
|
- |
|
- |
|
- |
|
Director’s fees |
|
- |
|
- |
|
(3,888) |
|
- |
|
- | |
Total Directors and Senior Management |
|
|
|
- |
|
39 |
|
(3,888) |
|
- |
|
- |
|
|
|
|
17,256 |
|
247,778 |
|
(16,852) |
|
(95,762) |
|
(2,584) |
34
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
30. Related party transactions (Continued)
The following is a summary of the balances with related parties as of June 30, 2015:
Related party |
|
Description of transaction |
|
Investments in financial assets current |
|
Trade and other receivables current |
|
Trade and other payables current |
|
Borrowings non-current |
|
Borrowings current |
Subsidiaries IRSA Inversiones y Representaciones S.A. |
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate services |
|
- |
|
17,428 |
|
- |
|
- |
|
- | |
|
Leases |
|
- |
|
- |
|
(1,160) |
|
- |
|
- | |
|
Non-convertible notes |
|
17,247 |
|
- |
|
- |
|
- |
|
- | |
|
Sale of Puertas del Luján |
|
- |
|
- |
|
(216) |
|
- |
|
- | |
|
Share-based payments |
|
- |
|
8,087 |
|
- |
|
- |
|
- | |
|
Reimbursement of expenses |
|
- |
|
4,207 |
|
- |
|
- |
|
- | |
|
|
Fees |
|
|
|
12 |
|
- |
|
- |
|
- |
Brasilagro |
|
Dividends receivables |
|
- |
|
53,738 |
|
- |
|
- |
|
- |
|
Reimbursement of expenses |
|
- |
|
1,386 |
|
(2,844) |
|
- |
|
- | |
Sociedad Anónima Carnes Pampeanas S.A. (formerly EAASA) |
|
Reimbursement of expenses |
|
- |
|
59 |
|
- |
|
- |
|
- |
|
Sale of goods and/or services |
|
- |
|
31,520 |
|
(9) |
|
- |
|
- | |
|
|
Financial operations |
|
- |
|
1,914 |
|
- |
|
- |
|
- |
Helmir S.A. |
|
Financial operations |
|
- |
|
6,728 |
|
- |
|
- |
|
- |
Ombú Agropecuaria S.A. |
|
Administration fees |
|
- |
|
2,047 |
|
- |
|
- |
|
- |
Agropecuaria Acres del Sud S.A. |
|
Administration fees |
|
- |
|
1,919 |
|
- |
|
- |
|
- |
|
Reimbursement of expenses |
|
- |
|
326 |
|
- |
|
- |
|
- | |
Yatay Agropecuaria S.A. |
|
Administration fees |
|
- |
|
2,047 |
|
|
|
|
|
|
35
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
30. Related party transactions (Continued)
Related party |
|
Description of transaction |
|
Investments in financial assets current |
|
Trade and other receivables current |
|
Trade and other payables current |
|
Borrowings non-current |
|
Borrowings current |
Yuchán Agropecuaria S.A. |
|
Administration fees |
|
- |
|
2,047 |
|
- |
|
- |
|
- |
Futuros y Opciones.Com S.A. |
|
Brokerage |
|
- |
|
20,184 |
|
- |
|
- |
|
- |
|
Reimbursement of expenses |
|
- |
|
125 |
|
- |
|
- |
|
- | |
|
Regional Table Gs Services |
|
- |
|
- |
|
(42) |
|
- |
|
- | |
|
Sale of inputs operations |
|
- |
|
3,073 |
|
- |
|
- |
|
- | |
|
MAT operations |
|
- |
|
- |
|
(706) |
|
- |
|
- | |
|
Administration fees |
|
- |
|
183 |
|
- |
|
- |
|
- | |
Total Subsidiaries |
|
|
|
17,247 |
|
157,030 |
|
(4,977) |
|
- |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
Associates |
|
|
|
|
|
|
|
|
|
|
|
|
Agro Managers S.A. |
|
Reimbursement of expenses |
|
- |
|
297 |
|
- |
|
- |
|
- |
Agro-Uranga S.A. |
|
Purchase of goods and/or services |
|
- |
|
- |
|
(810) |
|
- |
|
- |
|
Sale of goods and/or services |
|
- |
|
595 |
|
- |
|
- |
|
- | |
Total Associates |
|
|
|
- |
|
892 |
|
(810) |
|
- |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiaries of the subsidiaries |
|
|
|
|
|
|
|
|
|
|
|
|
Nuevas Fronteras S.A. |
|
Reimbursement of expenses |
|
- |
|
- |
|
(14) |
|
- |
|
- |
IRSA Propiedades Comerciales S.A.
|
|
Reimbursement of expenses |
|
- |
|
5,540 |
|
- |
|
- |
|
- |
|
Share-based payments |
|
- |
|
16,575 |
|
- |
|
- |
|
- | |
|
Leases |
|
- |
|
- |
|
(264) |
|
- |
|
- | |
|
Corporate services |
|
- |
|
35,106 |
|
- |
|
- |
|
- | |
Emprendimiento Recoleta S.A. |
|
Non-convertible Notes |
|
- |
|
- |
|
- |
|
(21,048) |
|
(437) |
Panamerican Mall S.A. |
|
Reimbursement of expenses |
|
- |
|
40 |
|
- |
|
- |
|
- |
|
|
Non-convertible Notes |
|
- |
|
- |
|
- |
|
(90,212) |
|
(1,871) |
Fibesa S.A. |
|
Reimbursement of expenses |
|
- |
|
4 |
|
- |
|
- |
|
- |
Total Subsidiaries of the subsidiaries |
|
|
|
- |
|
57,265 |
|
(278) |
|
(111,260) |
|
(2,308) |
36
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
30. Related party transactions (Continued)
Related party |
|
Description of transaction |
|
Investments in financial assets current |
|
Trade and other receivables current |
|
Trade and other payables current |
|
Borrowings non-current |
|
Borrowings current |
Associates of the subsidiaries |
|
|
|
|
|
|
|
|
|
|
|
|
Tarshop S.A. |
|
Reimbursement of expenses |
|
- |
|
2 |
|
- |
|
- |
|
- |
Banco Hipotecario |
|
Reimbursement of expenses |
|
- |
|
- |
|
(20) |
|
- |
|
- |
Total Associates of the subsidiaries |
|
|
|
- |
|
2 |
|
(20) |
|
- |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
Joint Ventures of the subsidiaries |
|
|
|
|
|
|
|
|
|
|
|
|
Cyrsa S.A. |
|
Reimbursement of expenses |
|
- |
|
- |
|
(4) |
|
- |
|
- |
Total Joint Ventures of the subsidiaries |
|
|
|
- |
|
- |
|
(4) |
|
- |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Related parties |
|
|
|
|
|
|
|
|
|
|
|
|
Consultores Asset Management S.A. (CAMSA) |
|
Fees provision |
|
- |
|
- |
|
(6,743) |
|
- |
|
- |
|
Reimbursement of expenses |
|
- |
|
2,077 |
|
- |
|
- |
|
- | |
Fundación IRSA |
|
Reimbursement of expenses |
|
- |
|
3 |
|
- |
|
- |
|
- |
Estudio Zang, Bergel & Viñes |
|
Legal services |
|
- |
|
- |
|
(280) |
|
- |
|
- |
Inversiones Financieras del Sur S.A. |
|
Financial operations |
|
- |
|
58,345 |
|
- |
|
- |
|
- |
|
|
Dividends receivables |
|
- |
|
359 |
|
- |
|
- |
|
- |
Austral Gold |
|
Reimbursement of expenses |
|
- |
|
328 |
|
- |
|
- |
|
- |
La Rural S.A. |
|
Reimbursement of expenses |
|
- |
|
- |
|
(39) |
|
- |
|
- |
Other Related parties |
|
|
|
- |
|
61,112 |
|
(7,062) |
|
- |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
Directors and Senior Management |
|
|
|
|
|
|
|
|
|
|
|
|
Directors and Senior Management |
|
Reimbursement of expenses |
|
- |
|
40 |
|
- |
|
- |
|
- |
|
Director's fees |
|
- |
|
- |
|
(1,080) |
|
- |
|
- | |
Total Directors and Senior Management |
|
|
|
- |
|
40 |
|
(1,080) |
|
- |
|
- |
|
|
|
|
17,247 |
|
276,341 |
|
(14,231) |
|
(111,260) |
|
(2,308) |
37
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
30. Related party transactions (Continued)
The following is a summary of the transactions with related parties for the three-month period ended as of September 30, 2015:
Related party |
|
Leases and/or rights of use |
|
Administration and management fees |
|
Sale of goods and/or services |
|
Purchase of goods and/or services |
|
Corporate services |
|
Legal services |
|
Financial operations |
|
Compensation of Directors and Senior Management |
Subsidiaries |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IRSA Inversiones y Representaciones S.A. |
|
(235) |
|
- |
|
- |
|
- |
|
7,112 |
|
- |
|
960 |
|
- |
Futuros y Opciones.Com S.A. |
|
- |
|
130 |
|
1,376 |
|
(2,298) |
|
- |
|
- |
|
- |
|
- |
Sociedad Anónima Carnes Pampeanas S.A. (formerly EAASA) |
|
- |
|
- |
|
10,837 |
|
- |
|
- |
|
- |
|
63 |
|
- |
Helmir S.A. |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
238 |
|
- |
Ombú Agropecuaria S.A. |
|
- |
|
214 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
Yuchán Agropecuaria S.A. |
|
- |
|
214 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
Yatay Agropecuaria S.A. |
|
- |
|
214 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
Total Subsidiaries |
|
(235) |
|
772 |
|
12,213 |
|
(2,298) |
|
7,112 |
|
- |
|
1,261 |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Associates |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Agro-Uranga S.A. |
|
- |
|
- |
|
849 |
|
- |
|
- |
|
- |
|
- |
|
- |
Total Associates |
|
- |
|
- |
|
849 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiaries of the subsidiaries |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Emprendimiento Recoleta S.A. |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(898) |
|
- |
Panamerican Mall S.A. |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(2,538) |
|
- |
IRSA Propiedades Comerciales S.A. |
|
(373) |
|
- |
|
- |
|
- |
|
18,316 |
|
- |
|
(2,139) |
|
- |
Granos Olavarría S.A. |
|
- |
|
- |
|
5,282 |
|
- |
|
- |
|
- |
|
- |
|
- |
Total Subsidiaries of the subsidiaries |
|
(373) |
|
- |
|
5,282 |
|
- |
|
18,316 |
|
- |
|
(5,575) |
|
- |
38
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
30. Related party transactions (Continued)
Related party |
|
Leases and/or rights of use |
|
Administration and management fees |
|
Sale of goods and/or services |
|
Purchase of goods and/or services |
|
Corporate services |
|
Legal services |
|
Financial operations |
|
Compensation of Directors and Senior Management |
Associates of the subsidiaries |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Banco Hipotecario S.A. |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(855) |
|
- |
Total Associates of the subsidiaries |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(855) |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other related parties |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estudio Zang, Bergel & Viñes |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(310) |
|
- |
|
- |
Inversiones Financieras del Sur S.A. |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
1,585 |
|
- |
Hamonet S.A. |
|
(46) |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
Isaac Elsztain e Hijos S.C.A. |
|
(88) |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
Total Other Related parties |
|
(134) |
|
- |
|
- |
|
- |
|
- |
|
(310) |
|
1,585 |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Directors and Senior Management |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Directors |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(5,316) |
Senior Management |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(1,400) |
Total Directors and Senior Management |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(6,716) |
|
|
(742) |
|
772 |
|
18,344 |
|
(2,298) |
|
25,428 |
|
(310) |
|
(3,584) |
|
(6,716) |
39
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
30. Related party transactions (Continued)
The following is a summary of the transactions with related parties for the three-month period ended as of September 30, 2014:
Related party |
|
Leases and/or rights of use |
|
Administration and management fees |
|
Sale of goods and/or services |
|
Corporate services |
|
Legal services |
|
Financial operations |
|
Compensation of Directors and Senior Management |
Subsidiaries |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IRSA Inversiones y Representaciones S.A. |
|
(616) |
|
- |
|
- |
|
7,609 |
|
- |
|
2,305 |
|
- |
BrasilAgro S.A. |
|
- |
|
- |
|
- |
|
- |
|
- |
|
11,343 |
|
- |
Futuros y Opciones.Com S.A. |
|
- |
|
(71) |
|
- |
|
- |
|
- |
|
430 |
|
- |
Sociedad Anónima Carnes Pampeanas S.A. (formerly EAASA) |
|
- |
|
- |
|
32,204 |
|
- |
|
- |
|
(72) |
|
- |
Helmir S.A. |
|
- |
|
- |
|
- |
|
- |
|
- |
|
458 |
|
- |
Agropecuaria Acres del Sud S.A. |
|
- |
|
- |
|
- |
|
- |
|
- |
|
2 |
|
- |
Ombú Agropecuaria S.A. |
|
- |
|
128 |
|
- |
|
- |
|
- |
|
- |
|
- |
Yuchán Agropecuaria S.A. |
|
- |
|
128 |
|
- |
|
- |
|
- |
|
- |
|
- |
Yatay Agropecuaria S.A. |
|
- |
|
128 |
|
|
|
- |
|
- |
|
- |
|
- |
Total Subsidiaries |
|
(616) |
|
313 |
|
32,204 |
|
7,609 |
|
- |
|
14,466 |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Associates |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Agro-Uranga S.A. |
|
- |
|
- |
|
2,107 |
|
- |
|
- |
|
- |
|
- |
Total Associates |
|
- |
|
- |
|
2,107 |
|
- |
|
- |
|
- |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiaries of the subsidiaries |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Emprendimiento Recoleta S.A. |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(320) |
|
- |
Panamerican Mall S.A. |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(569) |
|
- |
IRSA Propiedades Comerciales S.A. |
|
21 |
|
- |
|
- |
|
13,842 |
|
- |
|
1,258 |
|
- |
Total Subsidiaries of the subsidiaries |
|
21 |
|
- |
|
- |
|
13,842 |
|
- |
|
369 |
|
- |
40
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
30. Related party transactions (Continued)
Related party |
|
Leases and/or rights of use |
|
Administration and management fees |
|
Sale of goods and/or services |
|
Corporate services |
|
Legal services |
|
Financial operations |
|
Compensation of Directors and Senior Management |
Other related parties |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estudio Zang, Bergel & Viñes |
|
- |
|
- |
|
- |
|
- |
|
(163) |
|
- |
|
- |
Inversiones Financieras del Sur S.A. |
|
- |
|
- |
|
- |
|
- |
|
- |
|
3,246 |
|
- |
Hamonet S.A. |
|
(41) |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
Isaac Elsztain e Hijos S.C.A. |
|
(79) |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
Total other Related parties |
|
(120) |
|
- |
|
- |
|
- |
|
(163) |
|
3,246 |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Directors and Senior Management |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Directors |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(4,014) |
Senior Management |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(1,640) |
Total Directors and Senior Management |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(5,654) |
|
|
(715) |
|
313 |
|
34,311 |
|
21,451 |
|
(163) |
|
18,081 |
|
(5,654) |
41
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
31. CNV General Resolution N° 622/13
As required by Section 1°, Chapter III, Title IV of CNV General Resolution N° 622, below there is a detail of the notes to the Unaudited Condensed Interim Separate Financial Statements that disclosure the information required by the Resolution in Exhibits.
Exhibit A - Property, plant and equipment |
Note 7 - Investment properties |
|
Note 8 - Property, plant and equipment |
Exhibit B - Intangible assets |
Note 9 - Intangible assets |
Exhibit C - Equity investments |
Note 32 - Investments in subsidiaries, associates and joint ventures |
Exhibit D - Other investments |
Note 12 - Financial instruments by category |
Exhibit E – Provisions |
Note 13 - Trade and other receivables |
|
Note 19 - Provisions |
Exhibit F - Cost of sales and services |
Note 33 - Cost of sales and services provided |
Exhibit G - Foreign currency assets and liabilities |
Note 34 - Foreign currency assets and liabilities |
Exhibit H - Exhibit of expenses |
Note 25 - Expenses by nature |
42
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
32. Investments in subsidiaries, associates and joint ventures
Issuer and type of securities |
Class |
Amount |
Value recorded as of 09.30.15 |
Value recorded as of 06.30.15 |
Market value as of 09.30.15 |
Issuer’s information |
Interest in common stock | ||||
Main activity |
Place of business / country of incorporation |
Last financial statement issued | |||||||||
Common stock (nominal value) |
Income (loss) for the period |
Shareholders’ equity | |||||||||
Subsidiaries |
|
|
|
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
| ||
BrasilAgro |
Shares |
23,150,050 |
730,003 |
829,945 |
Rs. 11.2100 |
Agricultural |
Brazil |
875,381 |
115,289 |
1,818,222 |
39.76% |
|
Higher value |
|
82,734 |
82,734 |
|
|
|
|
|
|
|
|
Goodwill |
|
6,273 |
7,752 |
|
|
|
|
|
|
|
|
Intergroup transactions |
|
(1,389) |
(1,389) |
|
|
|
|
|
|
|
|
|
817,621 |
919,042 |
|
|
|
|
|
|
| |
Doneldon S.A. |
Shares |
262,664,792 |
386,133 |
386,533 |
Not publicly |
Agricultural |
Uruguay |
262,665 |
(7,651) |
228,470 |
100.00% |
|
Intergroup transactions |
|
(157,663) |
(157,663) |
traded |
|
|
|
|
|
|
|
228,470 |
228,870 |
|
|
|
|
|
|
| ||
Futuros y Opciones.Com S.A. |
Shares |
972,614 |
15,937 |
16,565 |
Not publicly |
Brokerage |
Argentina |
1,632 |
(1,055) |
26,743 |
59.59% |
|
Intergroup transactions |
|
(225) |
- |
traded |
|
|
|
| ||
|
|
15,712 |
16,565 |
|
|
|
| ||||
|
|
|
|
|
|
| |||||
FyO Trading S.A. |
Shares |
4,832 |
3 |
2 |
Not publicly traded |
Brokerage |
Argentina |
220 |
28 |
127 |
2.20% |
|
|
3 |
2 |
|
|
|
| ||||
|
|
|
|
|
|
|
| ||||
Helmir S.A. |
Shares |
548,347,685 |
220,026 |
205,416 |
Not publicly |
Investment |
Uruguay |
90,624 |
14,723 |
250,494 |
100.00% |
|
|
(2,517) |
(2,517) |
traded |
|
|
|
| |||
|
|
217,509 |
202,899 |
|
|
|
| ||||
|
|
|
|
|
|
|
| ||||
Sociedad Anónima Carnes Pampeanas S.A. |
Shares |
64,808,660 |
12,647 |
(8,043) |
Not publicly traded |
Agroindustrial |
Argentina |
66,309 |
(14,902) |
12,940 |
97.74% |
|
|
12,647 |
(8,043) |
|
|
|
|
43
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
32. Investments in subsidiaries, associates and joint ventures(Continued)
Issuer and type of securities |
Class |
Amount |
Value recorded as of 09.30.15 |
Value recorded as of 06.30.15 |
Market value as of 09.30.15 |
Issuer’s information |
Interest in common stock | ||||
Main activity |
Place of business / country of incorporation |
Last financial statement issued | |||||||||
Common stock (nominal value) |
Income (loss) for the period |
Shareholders’ equity | |||||||||
|
|
|
|
|
|
| |||||
IRSA Inversiones y |
Shares |
369,842,681 |
1,434,341 |
1,592,615 |
23.500 |
Real Estate |
Argentina |
574,874 |
364,229 |
2,887,672 |
64.33% |
Representaciones S.A. |
Intergroup transactions |
|
(222,120) |
(222,120) |
|
|
|
| |||
|
Higher value |
|
93,501 |
98,860 |
|
|
|
| |||
|
Goodwill |
|
14,331 |
14,331 |
|
|
|
| |||
|
|
1,320,053 |
1,483,686 |
|
|
|
| ||||
Total Subsidiaries |
|
2,612,015 |
2,843,021 |
|
|
|
| ||||
|
|
|
|
|
|
| |||||
Associates |
|
|
|
|
|
|
| ||||
Granos Olavarría S.A. |
Shares |
264 |
208 |
208 |
Not publicly traded |
Warehousing and |
Argentina |
512 |
1 |
9,445 |
2.20% |
Goodwill |
|
15 |
15 |
Brokerage |
|
|
|
| |||
|
223 |
223 |
|
|
|
| |||||
|
|
|
|
|
|
|
| ||||
Agromanagers S.A. |
Shares |
981,029 |
1,764 |
1,996 |
Not publicly traded |
Investment |
Argentina |
2,094 |
(497) |
3,765 |
46.84% |
|
Goodwill |
|
796 |
796 |
|
|
|
|
|
|
|
|
2,560 |
2,792 |
|
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
| ||
Agrofy S.A. |
Shares |
45,230 |
(181) |
- |
Not publicly traded |
Advertising |
Argentina |
100 |
(500) |
400 |
45.23% |
|
(181) |
- |
|
|
|
|
|
|
| ||
Agrouranga S.A. |
Shares |
893,069 |
16,854 |
19,371 |
Not publicly traded |
Agricultural |
Argentina |
8,512 |
(253) |
47,180 |
35.72% |
Higher value |
|
11,179 |
11,179 |
|
|
|
|
|
|
| |
|
28,033 |
30,550 |
|
|
|
|
|
|
| ||
Total Associates |
|
30,635 |
33,565 |
|
|
|
|
|
|
| |
Total investments in subsidiaries, associates and joint ventures as of 09.30.15 |
|
2,642,650 |
|
|
|
|
|
|
|
| |
Total investments in associates and joint ventures as of 06.30.15 |
|
|
2,876,586 |
|
|
|
|
|
|
|
44
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
33. Cost of sales and services provided
Description |
Biological assets |
Inventories |
Others |
Total as of 09.30.15 |
Total as of 09.30.14 |
Beginning of the period |
405,842 |
337,327 |
- |
743,169 |
562,784 |
Initial recognition and changes in the fair value of biological assets and agricultural produce at the point of harvest |
28,969 |
- |
- |
28,969 |
29,689 |
Changes in the net realizable value of agricultural produce after harvest |
- |
(8,330) |
- |
(8,330) |
(14,822) |
Increase due to harvest |
- |
81,085 |
|
81,085 |
209,496 |
Purchases and classifications |
188 |
105,213 |
- |
105,401 |
85,752 |
Consume |
(195) |
(47,481) |
- |
(47,676) |
(52,478) |
Incorporated by merger |
- |
- |
- |
- |
65 |
Expenses incurred |
- |
- |
2,847 |
2,847 |
1,871 |
End of the period |
(386,616) |
(320,743) |
- |
(707,359) |
(561,925) |
Cost as of 09.30.15 |
48,188 |
147,071 |
2,847 |
198,106 |
- |
Cost as of 09.30.14 |
54,206 |
204,355 |
1,871 |
- |
260,432 |
45
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
34. Foreign currency assets and liabilities
Book amounts of foreign currency assets and liabilities as of September 30, 2015 and June 30, 2015 are as follows:
Items |
|
Amount of foreign currency |
|
Prevailing exchange rate (1) |
|
Total as of 09.30.15 |
Amount of foreign currency |
|
Prevailing exchange rate (2) |
|
Total as of 06.30.15 | |
Assets |
|
|
|
|
|
|
|
|
|
|||
Cash and cash equivalents |
|
|
|
|
|
|
|
|
|
|||
US Dollar |
|
2,346 |
|
9.322 |
|
21,871 |
|
1,615 |
|
8.988 |
|
14,520 |
Brazilian Reais |
|
0.74 |
|
2.700 |
|
2 |
|
- |
|
- |
|
- |
Euro |
|
4 |
|
10.404 |
|
47 |
|
5 |
|
10.005 |
|
46 |
Yenes |
|
38 |
|
0.078 |
|
3 |
|
41 |
|
0.073 |
|
3 |
Total cash and cash equivalents |
|
|
|
|
|
21,923 |
|
|
|
|
|
14,569 |
|
|
|
|
|
|
|
|
|
|
|
| |
Trade and other receivables |
|
|
|
|
|
|
|
|
|
|
|
|
US Dollar |
|
2,466 |
|
9.322 |
|
22,989 |
|
1,377 |
|
8.988 |
|
12,373 |
Receivables with related parties: |
|
|
|
|
|
|
|
|
|
|
|
|
US Dollar |
|
6,780 |
|
9.422 |
|
63,878 |
|
7,239 |
|
9.088 |
|
65,784 |
Brazilian Reais |
|
14,605 |
|
3.350 |
|
48,926 |
|
16,041 |
|
3.350 |
|
53,738 |
Total trade and other receivables |
|
|
|
|
|
135,793 |
|
|
|
|
|
131,895 |
|
|
|
|
|
|
|
|
|
|
|
| |
Investment in financial assets |
|
|
|
|
|
|
|
|
|
|
|
|
Investments with related parties: |
|
|
|
|
|
|
|
|
|
|
|
|
US Dollar |
|
1,831 |
|
9.422 |
|
17,256 |
|
1,898 |
|
9.088 |
|
17,247 |
Total investment in financial assets |
|
|
|
|
|
17,256 |
|
|
|
|
|
17,247 |
|
|
|
|
|
|
|
|
|
|
|
| |
Derivative financial instruments |
|
|
|
|
|
|
|
|
|
|
|
|
US Dollar |
|
62 |
|
9.322 |
|
577 |
|
- |
|
- |
|
- |
Total derivative financial instruments |
|
|
|
|
|
577 |
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
| |
Trade and other payables |
|
|
|
|
|
|
|
|
|
|
|
|
US Dollar |
|
3,492 |
|
9.422 |
|
32,898 |
|
3,410 |
|
9.088 |
|
30,991 |
Euros |
|
0.38 |
|
10.539 |
|
4 |
|
0.39 |
|
10.140 |
|
4 |
Payables with related parties: |
|
|
|
|
|
|
|
|
|
|
|
|
US Dollar |
|
8 |
|
9.422 |
|
75 |
|
- |
|
- |
|
- |
Brazilian Reais |
|
1,016 |
|
3.050 |
|
3,098 |
|
849 |
|
3.350 |
|
2,844 |
Total trade and other payables |
|
|
|
|
|
36,075 |
|
|
|
|
|
33,839 |
|
|
|
|
|
|
|
|
|
|
|
| |
Derivative financial instruments |
|
|
|
|
|
|
|
|
|
|
|
|
US Dollar |
|
64 |
|
9.422 |
|
601 |
|
293 |
|
9.088 |
|
2,663 |
Total derivative financial instruments |
|
|
|
|
|
601 |
|
|
|
|
|
2,663 |
|
|
|
|
|
|
|
|
|
|
|
| |
Borrowings |
|
|
|
|
|
|
|
|
|
|
|
|
US Dollar |
|
232,250 |
|
9.422 |
|
2,188,259 |
|
210,403 |
|
9.088 |
|
1,912,138 |
Total borrowings |
|
|
|
|
|
2,188,259 |
|
|
|
|
|
1,912,138 |
(1) Exchange rate as of September 30, 2015 according to Banco Nación Argentina records.
(2) Exchange rate as of June 30, 2015 according to Banco Nación Argentina records.
46
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
35. CNV General Ruling N° 629/14 – Storage of documentation
On August 14, 2014, the CNV issued General Ruling N° 629 whereby it introduced amendments to rules related to storage and conservation of corporate books, accounting books and commercial documentation. In this sense, it should be noted that the Company has entrusted the storage of certain non-sensitive and old information to the following providers:
Documentation storage provider |
Location | |
Bank S.A. |
Ruta Panamericana Km 375, Garín, Province of Buenos Aires | |
Av. Fleming 2190, Munro, Province of Buenos Aires | ||
Carlos Pellegrini 1401, Avellaneda, Province of Buenos Aires | ||
Iron Mountain Argentina S.A. |
Av. Amancio Alcorta 2482, Autonomous City of Buenos Aires | |
Pedro de Mendoza 2143, Autonomous City of Buenos Aires | ||
Saraza 6135, Autonomous City of Buenos Aires | ||
Azara 1245, Autonomous City of Buenos Aires | ||
Polígono industrial Spegazzini, Autopista Ezeiza Km 45, Cañuelas, Province of Buenos Aires | ||
Cañada de Gomez 3825, Autonomous City of Buenos Aires |
It is further noted that a detailed list of all documentation held in custody by providers, as well as documentation required in section 5 a.3) of section I, Chapter V, Title II of the RULES (2013 as amended) are available at the registered office.
On February 5, 2014 there was a widely known fire in Iron Mountain’s warehouse, which is a supplier of the Company and where Company’s documentation was being kept. Based on the internal review carried out by the Company, duly reported to the Argentine Securities Exchange Commission on February 12, 2014, the information kept at the Iron Mountain premises that were on fire do not appear to be sensitive or capable of affecting normal operations.
36. Negative working capital
At the end of the period, the Company carried a working capital deficit of Ps. 165,620 whose treatment is being considered by the Board of Directors and the respective Management.
47
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
37. Subsequent events
See subsequent events in Note 42 to the Unaudited Condensed Interim Consolidated Financial Statements.
48
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Information required by Section 68 of the Buenos Aires Stock Exchange Regulations
and Section 12, Chapter III, Title IV of Resolution 622/13
Unaudited Condensed Interim Statement of Financial Position as of September 30, 2015
Stated in thousands of pesos
Free translation from the original prepared in Spanish for publication in Argentina
1. Specific and significant legal systems that imply contingent lapsing or rebirth of benefits envisaged by such provisions.
None.
2. Significant changes in the Company´s activities or other similar circumstances that occurred during the fiscal years included in the financial statements, which affect their comparison with financial statements filed in previous fiscal years, or that could affect those to be filed in future fiscal years.
Are detailed in the Business Review.
3. Receivables and liabilities by maturity date.
Items |
Falling due (Point 3.a.) |
Without term (Point 3.b.) |
Without term (Point 3.b.) |
To be due (Point 3.c.) |
Total | ||||||||
09.30.15 |
Current |
Non-current |
Up to 3 months |
From 3 to 6 months |
From 6 to 9 months |
From 9 to 12 months |
From 1 to 2 years |
From 2 to 3 years |
From 3 to 4 years |
From 4 years on | |||
Accounts receivables |
Trade and other receivables |
- |
26,181 |
- |
366,495 |
- |
855 |
16 |
- |
- |
- |
- |
393,547 |
|
Income tax credit and deferred income tax |
- |
- |
572,149 |
6,019 |
- |
- |
- |
- |
- |
- |
- |
578,168 |
|
Total |
- |
26,181 |
572,149 |
372,514 |
- |
855 |
16 |
- |
- |
- |
- |
971,715 |
Liabilities |
Trade and other payables |
- |
3,269 |
- |
147,323 |
- |
- |
- |
305 |
305 |
179 |
- |
151,381 |
|
Borrowings |
- |
- |
- |
382,579 |
271,507 |
2,646 |
189,387 |
385,874 |
838,478 |
1,065,881 |
64,557 |
3,200,909 |
|
Payroll and social security liabilities |
- |
- |
- |
19,818 |
9,422 |
- |
10,167 |
- |
- |
- |
- |
39,407 |
|
Provisions |
- |
1,780 |
2,093 |
- |
- |
- |
- |
- |
- |
- |
- |
3,873 |
|
Total |
- |
5,049 |
2,093 |
549,720 |
280,929 |
2,646 |
199,554 |
386,179 |
838,783 |
1,066,060 |
64,557 |
3,395,570 |
49
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Information required by Section 68 of the Buenos Aires Stock Exchange Regulations
and Section 12, Chapter III, Title IV of Resolution 622/13
Unaudited Condensed Interim Statement of Financial Position as of September 30, 2015
Stated in thousands of pesos
Free translation from the original prepared in Spanish for publication in Argentina
4.a. Breakdown of accounts receivable and liabilities by currency and maturity.
Items |
Current |
Non-current |
Total | |||||||
Local currency |
Foreign currency |
Total |
Local currency |
Foreign currency |
Total |
Local currency |
Foreign currency |
Total | ||
Accounts receivables |
Trade and other receivables |
257,754 |
135,793 |
393,547 |
- |
- |
- |
257,754 |
135,793 |
393,547 |
|
Income tax credit and deferred income tax |
6,019 |
- |
6,019 |
572,149 |
- |
572,149 |
578,168 |
- |
578,168 |
|
Total |
263,773 |
135,793 |
399,566 |
572,149 |
- |
572,149 |
835,922 |
135,793 |
971,715 |
Liabilities |
Trade and other payables |
114,517 |
36,075 |
150,592 |
789 |
- |
789 |
115,306 |
36,075 |
151,381 |
|
Borrowings |
828,132 |
17,987 |
846,119 |
196,939 |
2,157,851 |
2,354,790 |
1,025,071 |
2,175,838 |
3,200,909 |
|
Payroll and social security liabilities |
39,407 |
- |
39,407 |
- |
- |
- |
39,407 |
- |
39,407 |
|
Provisions |
1,780 |
- |
1,780 |
2,093 |
- |
2,093 |
3,873 |
- |
3,873 |
|
Total |
983,836 |
54,062 |
1,037,898 |
199,821 |
2,157,851 |
2,357,672 |
1,183,657 |
2,211,913 |
3,395,570 |
4.b. Breakdown of accounts receivable and liabilities by adjustment clause.
On March 31, 2014 there are no receivable and liabilities subject to adjustment clause.
50
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Information required by Section 68 of the Buenos Aires Stock Exchange Regulations
and Section 12, Chapter III, Title IV of Resolution 622/13
Unaudited Condensed Interim Statement of Financial Position as of September 30, 2015
Stated in thousands of pesos
Free translation from the original prepared in Spanish for publication in Argentina
4.c. Breakdown of accounts receivable and liabilities by interest accrual.
Items |
Current |
Non-current |
Accruing interest |
Non Accruing interest |
Total | ||||||||
Accruing interest |
Non-accruing interest |
Subtotal |
Accruing interest |
Non-accruing interest |
Subtotal | ||||||||
Fixed |
Floating |
Fixed |
Floating |
Fixed |
Floating | ||||||||
Accounts receivables |
Trade and other receivables |
855 |
58,569 |
334,123 |
393,547 |
- |
- |
- |
- |
855 |
58,569 |
334,123 |
393,547 |
|
Income tax credit and deferred income tax |
- |
- |
6,019 |
6,019 |
- |
- |
572,149 |
572,149 |
- |
- |
578,168 |
578,168 |
|
Total |
855 |
58,569 |
340,142 |
399,566 |
- |
- |
572,149 |
572,149 |
855 |
58,569 |
912,291 |
971,715 |
Liabilities |
Trade and other payables |
- |
- |
150,592 |
150,592 |
- |
- |
789 |
789 |
- |
- |
151,381 |
151,381 |
|
Borrowings |
392,864 |
431,463 |
21,792 |
846,119 |
2,032,888 |
320,927 |
975 |
2,354,790 |
2,425,752 |
752,390 |
22,767 |
3,200,909 |
|
Payroll and social security liabilities |
- |
- |
39,407 |
39,407 |
- |
- |
- |
- |
- |
- |
39,407 |
39,407 |
|
Provisions |
- |
- |
1,780 |
1,780 |
- |
- |
2,093 |
2,093 |
- |
- |
3,873 |
3,873 |
|
Total |
392,864 |
431,463 |
213,571 |
1,037,898 |
2,032,888 |
320,927 |
3,857 |
2,357,672 |
2,425,752 |
752,390 |
217,428 |
3,395,570 |
51
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Information required by Section 68 of the Buenos Aires Stock Exchange Regulations
and Section 12, Chapter III, Title IV of Resolution 622/13
Unaudited Condensed Interim Statement of Financial Position as of September 30, 2015
Stated in thousands of pesos
Free translation from the original prepared in Spanish for publication in Argentina
5. Companies under section 33 of law N° 19,550 and other related parties.
a. Interest in companies under section 33 of law N° 19,550.
Name of the entity |
Place of business / country of incorporation |
Principal activity (*) |
% of ownership interest held by the Group |
Direct equity interest: |
|||
BrasilAgro-Companhía Brasileira de Propiedades Agrícolas (1) |
Brazil |
Agricultural |
40.15% |
Doneldon S.A. |
Uruguay |
Investment |
100% |
Futuros y Opciones.Com S.A. |
Argentina |
Brokerage |
59.59% |
Helmir S.A. |
Uruguay |
Investment |
100.00% |
IRSA |
Argentina |
Real Estate |
64 .33% (2) |
FyO Trading S.A. |
Argentina |
Brokerage |
2.20% |
Sociedad Anónima Carnes Pampeanas |
Argentina |
Agro-industrial |
97.74% |
Agromanagers S.A. |
Argentina |
Financing |
46.84% |
Agrouranga S.A. |
Argentina |
Agricultural |
35.72% |
Granos de Olavarría S.A. |
Argentina |
Warehousing and brokerage |
2.20% |
Agrofy S.A |
Argentina |
Advertising |
45.23% |
(*) All companies whose principal activity is “investment” do not have significant assets and liabilities other than their respective interest holdings in operating entities.
(1) The Group has consolidated the investment in BrasilAgro-Companhía Brasileira de Propiedades Agrícolas (BrasilAgro) considering that the Company exercises “de facto control” over it.
(2) The effect of treasury shares as of September 30, 2015 was not considered.
b. Related parties debit / credit balances under section 33 of law N° 19,550. See Note 30.
6. Loans to directors.
See Note 30.
7. Inventories.
The company conducts physical inventories once a fiscal year in each property, covering all the assets under such account. There is no relevant immobilization of inventory.
8. Current values.
See Note 2 to the Consolidated Financial Statements as of June 30, 2015 and 2014.
52
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Information required by Section 68 of the Buenos Aires Stock Exchange Regulations
and Section 12, Chapter III, Title IV of Resolution 622/13
Unaudited Condensed Interim Statement of Financial Position as of September 30, 2015
Stated in thousands of pesos
Free translation from the original prepared in Spanish for publication in Argentina
9. Appraisal revaluation of property, plant and equipment.
None.
10. Obsolete unused property, plant and equipment.
None.
11. Equity interest in other companies in excess of that permitted by section 31 of law N° 19,550.
None.
12. Recovery values.
See Note 2 to the Consolidated Financial Statements as of June 30, 2015 and 2014.
13. Insurances.
The types of insurance used by the company were the following:
Insured property |
Risk covered |
Amount insured Ps. |
Book value Ps. |
Buildings, machinery, silos, installation and furniture and equipment |
Theft, fire and technical insurance |
343,264 |
478,170 |
Vehicles |
Third parties, theft, fire and civil liability |
17,546 |
5,884 |
14. Allowances and provisions that, taken individually or as a whole, exceed 2% of the shareholder’s equity.
None.
15. Contingent situations at the date of the financial statements which probabilities are not remote and the effects on the Company’s financial position have not been recognized.
Not applicable.
16. Status of the proceedings leading to the capitalization of irrevocable contributions towards future subscriptions.
Not applicable.
53
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Information required by Section 68 of the Buenos Aires Stock Exchange Regulations
and Section 12, Chapter III, Title IV of Resolution 622/13
Unaudited Condensed Interim Statement of Financial Position as of September 30, 2015
Stated in thousands of pesos
Free translation from the original prepared in Spanish for publication in Argentina
17. Unpaid accumulated dividends on preferred shares.
None.
18. Restrictions on distributions of profits.
According to the Argentine laws, 5% of the profit of the year is separated to constitute legal reserves until they reach legal capped amounts (20% of total capital). These legal reserves are not available for dividend distribution.
54
Free translation from the original prepared in Spanish for publication in Argentina
REVIEW REPORT ON THE UNAUDITED CONDENSED INTERIM SEPARATE FINANCIAL
STATEMENTS
To the Shareholders, President and Directors of
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria
Legal address: Moreno 877 – 23° floor
Autonomous City Buenos Aires
Tax Code No. 30-50930070-0
Introduction
We have reviewed the unaudited condensed interim separate financial statements of Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria (hereinafter “the Company”) which included the statement of financial position as of September 30, 2015, the statement of income and comprehensive income for the three-month period ended September 30, 2015, the statement of changes in shareholders’ equity and the statement of cash flows for the three -month period ended September 30, 2015 and selected explanatory notes.
The balances and other information corresponding to the fiscal year ended June 30, 2015 and the interim periods within that fiscal period are an integral part of these financial statements and, therefore, they should be considered in relation to these financial statements.
Management responsibility
The Board of Directors of the Company is responsible for the preparation and presentation of these unaudited condensed interim separate financial statements in accordance with professional accounting standards of Technical Resolution No. 26 of the Argentine Federation of Professional Councils in Economic Sciences (FACPCE) added by the National Securities Commission (CNV) to its regulations. Those standards differ from the International Financial Reporting Standards (IFRS) and, especially, from the International Accounting Standard No 34 "Interim Financial Reporting" (IAS 34) approved by the International Accounting Standard Board (IASB) and used for the preparation of the unaudited condensed interim consolidated financial statements of Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria with its subsidiaries as to the aspects mentioned in note 2.2 to the unaudited condensed interim separate financial statements attached.
Free translation from the original prepared in Spanish for publication in Argentina
REVIEW REPORT ON THE UNAUDITED CONDENSED INTERIM SEPARATE FINANCIAL
STATEMENTS (Continued)
Scope of our review
Our review was limited to the application of the procedures established in the International Standard on Review Engagements ISRE 2410 "Review of interim financial information performed by the independent auditor of the entity", which was adopted as a review standard in Argentina through Technical Resolution No. 33 of the FACPCE as approved by the International Auditing and Assurance Standards Board (IAASB). A review of interim financial information consists of making inquiries of persons responsible for the preparation of the information included in the unaudited condensed interim separate financial statements, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion on the separate statement of financial position, the separate statement of income and comprehensive income and the separate statement of cash flow of the Company.
Conclusion
Nothing came to our attention as a result of our review that caused us to believe that these unaudited condensed interim separate financial statements mentioned in the first paragraph of this report have not been prepared in all material respects in accordance with the regulations of Technical Resolution No. 26 of the Argentine Federation of Professional Councils in Economic Sciences for separate financial statements of a parent company.
Report on compliance with current regulations
In accordance with current regulations, we report about Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria that:
a) the unaudited condensed interim separate financial statements of Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria are recorded in the "Inventory and Balance Sheet Book", and comply, as regards those matters that are within our competence, with the provisions set forth in the Commercial Companies Law and in the corresponding resolutions of the National Securities Commission;
b) the unaudited condensed interim separate financial statements of Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria arise from accounting records carried in all formal aspects in conformity with the applicable legal provisions;
c) we have read the additional information to the notes to the unaudited condensed interim separate financial statements required by section 68 of the listing regulations of the Buenos Aires Stock Exchange and by section 12 of Chapter III Title IV of the text of the National Securities Commission, on which, as regards these matters that are within our competence, we have no observations to make;
Free translation from the original prepared in Spanish for publication in Argentina
REVIEW REPORT ON THE UNAUDITED CONDENSED INTERIM SEPARATE FINANCIAL
STATEMENTS (Continued)
d) at September 30, 2015, the debt of Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria owed in favor of the Argentina Integrated Pension System which arises from accounting records and submissions amounted to Ps. 11,601,845 which was no callable at that date.
Autonomous City of Buenos Aires, November 11, 2015
PRICE WATERHOUSE & Co. S.R.L.
(Partner) C.P.C.E.C.A.B.A. Tº 1 Fº 17 Dr. Carlos Martín Barbafina Public Accountant (U.C.A.) C.P.C.E.C.A.B.A. Tº 175 Fº 65 |
|
Cresud S.A.C.I.F. y A.
Summary as of September 30, 2015
Buenos Aires, November 11, 2015 - Cresud S.A.C.I.F. y A. (NASDAQ: CRESY – BCBA: CRES), one of the leading agricultural companies in South America, announces today its results for the first three months of fiscal year 2016 ended September 30, 2015.
Highlights
For fiscal year 2016 we expect a moderate development of an “El Niño” season, with above-average rainfall rates. We have reduced the area to be planted in the region as a result of the sales made during fiscal year 2015, mainly Cremaq in Brazil and Fon Fon in Bolivia. In Argentina, given the current macroeconomic conditions and the industry’s profitability equation, we have slightly reduced the area leased to third parties.
As concerns land development and sale of farms, we are analyzing the size of the area to be developed during this season, whilst we expect to be able to consummate sales of farms that have reached optimum appreciation. Following our sale of 4 establishments in the region in 2015 with very good results, we made no sales of farmlands during the first quarter of this fiscal year.
Profit from operations from our subsidiary IRSA keeps reflecting the soundness of its business, mainly in its shopping center and office building segments. IRSA’s EBITDA grew 14.0% in the first quarter of 2016, reaching ARS 778.6 million.
Consolidated Results
In ARS MM |
IQ 2016 |
IQ 2015 |
YoY Var |
Revenues |
1,624.4 |
1,523.5 |
6.6% |
Costs |
(1,194.6) |
(1,243.2) |
(3.9%) |
Initial recognition and changes in the net realizable value of biological assets and agricultural products at the point of harvest |
196.6 |
282.2 |
(30.3%) |
Changes in the net realizable value of agricultural products after harvest |
(8.9) |
(22.0) |
(59.4%) |
Gross profit |
617.5 |
540.5 |
14.2% |
Gain from disposal of investment properties |
383.6 |
316.8 |
21.1% |
Gain from disposal of farmlands |
- |
- |
- |
General and administrative expenses |
(194.5) |
(139.4) |
39.5% |
Selling expenses |
(146.5) |
(122.5) |
19.8% |
Other profit from operations, net |
10.7 |
1.0 |
- |
Profit from operations |
670.8 |
596.3 |
12.5% |
Share of (loss) / profit of associates and joint ventures |
(496.7) |
(102.7) |
383.5% |
Profit from operations before financing and taxation |
174.1 |
493.6 |
(64.7%) |
Financial results, net |
(446.9) |
(340.8) |
31.1% |
(Loss)/ Profit before income tax |
(272.8) |
152.7 |
- |
Income tax expense |
(89.0) |
(131.1) |
(32.1%) |
Net (Loss) / Income |
(361.8) |
21.7 |
- |
|
|
|
|
Attributable to: |
|
|
|
Cresud’s Shareholders |
(292.2) |
(122.0) |
139.5% |
Non-controlling interest |
(69.6) |
143.7 |
- |
► During this quarter our revenues were 6.6% higher than in the same period of the previous fiscal year. This was mainly due to a 20.9% increase in revenues from the urban segment, offset by a decrease of 12.9% in the agricultural segment.
1
Cresud S.A.C.I.F. y A.
Summary as of September 30, 2015
► Gross profit rose 14.2% during the first three months of fiscal year 2016, mainly due to a 22.4% increase in gross profit from the urban segment, offset to a lower extent by a reduction in gross profit from the agricultural segment.
► Moreover, profit from operations grew 12.5%, mainly explained by the sales of office floors in Maipú 1300 and Intercontinental Plaza buildings by our subsidiary IRSA.
► Despite the increase in profit from operations, we recorded a net loss of ARS 361.8 million, compared to net income for ARS 21.7 million in the same period of fiscal year 2015, mainly due to a decrease in the value of the financial asset held by our subsidiary IRSA, through the Dolphin fund, in its investment in IDB Development Corporation, which has changed its valuation method effective as of the quarter under review (for further information on the change in the method, see note 3 to IRSA Inversiones y Representaciones S.A.’s Financial Statements).
Description of Operations by Segment
|
3M 2016 |
3M 2015 |
Variation | ||||||
|
Agri |
Urban |
Total |
Agri |
Urban |
Total |
Agri |
Urban |
Total |
Revenues |
679.9 |
721.0 |
1.400.9 |
780.2 |
596.3 |
1.376.5 |
(12.9%) |
20.9% |
1.8% |
Costs |
(778.2) |
(180.8) |
(959.0) |
(927.5) |
(155.0) |
(1.082.4) |
(16.1%) |
16.6% |
(11.4%) |
Initial Recognition and Changes in the net realizable value of biological assets and agricultural products at the point of harvest |
193.4 |
- |
193.4 |
274.7 |
- |
274.7 |
(29.6%) |
- |
(29.6%) |
Changes in the net realizable value of agricultural products after harvest |
(8.9) |
- |
(8.9) |
(22.0) |
- |
(22.0) |
(59.4%) |
- |
(59.4%) |
Gross profit |
86.1 |
540.3 |
626.3 |
105.4 |
441.3 |
546.7 |
(18.3%) |
22.4% |
14.6% |
Gain from disposal of investment properties |
- |
383.6 |
383.6 |
- |
316.8 |
316.8 |
- |
21.1% |
21.1% |
Gain from disposal of farmlands |
- |
- |
- |
21.0 |
- |
21.0 |
(100.0%) |
- |
(100.0%) |
General and administrative expenses |
(64.0) |
(132.4) |
(196.3) |
(60.8) |
(80.3) |
(141.1) |
5.1% |
64.9% |
39.1% |
Selling expenses |
(92.3) |
(55.4) |
(147.7) |
(87.5) |
(38.1) |
(125.5) |
5.5% |
45.7% |
17.7% |
Other operating results, net |
23.4 |
(12.9) |
10.4 |
(2.2) |
2.9 |
0.7 |
- |
- |
1370.4% |
Profit / (loss) from operations |
(46.8) |
723.1 |
676.4 |
(24.2) |
642.7 |
618.5 |
93.5% |
12.5% |
9.4% |
Share of (loss) / profit of associates and joint ventures |
(0.6) |
(493.1) |
(493.7) |
(1.2) |
(117.2) |
(118.4) |
(52.2%) |
320.6% |
317.0% |
Segment Profit / (Loss) |
(47.3) |
230.1 |
182.7 |
(25.3) |
525.4 |
500.1 |
86.8% |
(56.2%) |
(63.5%) |
Our Portfolio
Our portfolio is composed of 289,746 hectares in operation and 513,886 hectares of land reserves distributed among 4 countries in the region: Argentina, with a mixed model combining land development and agricultural production; Bolivia, with a productive model in Santa Cruz de la Sierra; and through our subsidiary BrasilAgro, Brazil and Paraguay, where the strategy is exclusively focused on the development of lands.
2
Cresud S.A.C.I.F. y A.
Summary as of September 30, 2015
Breakdown of Hectares (*)
(Own and under Concession)
|
Productive Lands |
Land Reserves | |||
|
Agricultural |
Beef Cattle / Milk |
Under Development |
Reserved |
Total |
Argentina |
71,653 |
159,481(**) |
3,042 |
324,438 |
558,613 |
Brazil |
35,349 |
5,953 |
4,415 |
78,639 |
124,356 |
Bolivia |
8,133 |
- |
- |
4,200 |
12,333 |
Paraguay |
7,051 |
2,126 |
4,700 |
94,453 |
108,330 |
Total |
122,186 |
167,560 |
12,157 |
501,729 |
803,632 |
* Includes Brazil at 100%, Cresca at 50%, Agrouranga at 35.723% and 132,000 hectares under concession. **Includes 85,000 hectares intended for sheep breeding. |
| ||||
|
Segment Income
Agricultural Segment:
I) Development, Transformation and Sale of Farmlands
We periodically sell properties that have reached a considerable appraisal to reinvest in new farms with higher appreciation potential. We analyze the possibility of selling based on a number of factors, including the expected future yield of the farmland for continued agricultural and livestock exploitation, the availability of other investment opportunities and cyclical factors that affects the global values of farmlands.
After the closing of fiscal year 2015, when we had sold 4 farms for ARS 814.3 million, we made no sales of farmlands during the first quarter of fiscal year 2016.
In ARS MM |
IQ 2016 |
IQ 2015 |
YoY Var |
Revenues |
- |
- |
|
Costs |
(2.4) |
(2.7) |
(10.3%) |
Gross loss |
(2.4) |
(2.7) |
(10.3%) |
Gain from disposal of investment properties |
- |
- |
- |
Gain from disposal of farmlands |
- |
21.0 |
(100.0%) |
Profit / (loss) from operations |
(2.8) |
12.0 |
- |
Segment Profit / (Loss) |
(2.8) |
12.0 |
- |
Area under Development (hectares) |
Developed in 2014/2015 |
Projected for 2015/2016 |
Argentina |
1,703 |
0 |
Brazil |
7,475 |
4,414 |
Paraguay (1) |
2,367 |
0 |
Total |
11,545 |
4,414 |
(1) Includes the farms of Cresca S.A. at 100%.
3
Cresud S.A.C.I.F. y A.
Summary as of September 30, 2015
► During the past season we developed more than 11,000 hectares in the region. We expect to develop 4,414 additional hectares in Brazil during this season, while we are analyzing the size of the area to be developed in Argentina and Paraguay.
II) Agricultural Production
II.a) Crops and Sugarcane
Crops
In ARS MM |
IQ 2016 |
IQ 2015 |
YoY Var | ||
Revenues |
270.5 |
330.4 |
(18.1%) | ||
Costs |
(308.0) |
(437.9) |
(29.7%) | ||
Initial Recognition and Changes in the net realizable value of biological assets and agricultural products at the point of harvest |
97.7 |
161.1 |
(39.4%) | ||
Changes in the net realizable value of agricultural products after harvest |
(8.9) |
(22.0) |
(59.4%) | ||
Gross profit |
51.2 |
31.5 |
62.3% | ||
General and administrative expenses |
(36.7) |
(38.9) |
(5.6%) | ||
Selling expenses |
(62.8) |
(50.6) |
24.1% | ||
Other operating results, net |
21.7 |
(2.6) |
- | ||
Profit / (loss) from operations |
(26.7) |
(55.3) |
51.8% | ||
Share of loss of associates and joint ventures |
(0.1) |
(1.0) |
(90.7%) | ||
Segment Loss |
(26.8) |
(56.4) |
52.5% | ||
Sugarcane
In ARS MM |
IQ 2016 |
IQ 2015 |
YoY Var |
Revenues |
101.6 |
100.2 |
1.5% |
Costs |
(143.2) |
(151.2) |
(5.3%) |
Initial Recognition and Changes in the net realizable value of biological assets and agricultural products at the point of harvest |
51.5 |
67.2 |
(23.4%) |
Changes in the net realizable value of agricultural products after harvest |
- |
- |
- |
Gross profit / (loss) |
9.9 |
16.2 |
(38.8%) |
General and administrative expenses |
(6.6) |
(5.3) |
23.0% |
Selling expenses |
(2.7) |
(4.9) |
43.7% |
Other operating results, net |
(0.1) |
0.0 |
- |
Profit / (loss) from operations |
0.5 |
6.0 |
(91.1%) |
Share of (loss) / profit of associates and joint ventures |
- |
- |
- |
Segment profit / (loss) |
0.5 |
6.0 |
(91.1%) |
Operations
Production Volume (1) |
IQFY16 |
IQFY15 |
IQFY14 |
IQFY13 |
IQFY12 |
Corn |
165.0 |
211.2 |
72.7 |
83.7 |
106.8 |
Soybean |
0.3 |
0.8 |
1.0 |
0.3 |
2.2 |
Wheat |
0.1 |
0.0 |
0.0 |
0.7 |
1.0 |
Sorghum |
0.3 |
1.3 |
3.7 |
5.1 |
5.6 |
Sunflower |
0.0 |
0.2 |
0.0 |
0.0 |
0.2 |
Other |
3.0 |
1.7 |
0.5 |
1.7 |
22.5 |
Total Crops (thousands of tons) |
168.6 |
215.2 |
77.8 |
91.4 |
138.2 |
Sugarcane (thousands of tons) |
556.5 |
415.8 |
437.4 |
450.3 |
556.0 |
(1)Includes BrasilAgro, CRESCA at 50%. Excludes Agrouranga.
4
Cresud S.A.C.I.F. y A.
Summary as of September 30, 2015
Volume of |
IQFY16 |
IQFY15 |
IQFY14 |
IQFY13 |
IQFY12 | ||||||||||
Sales (1) |
D.M. |
F.M. |
Total |
D.M. |
F.M. |
Total |
D.M. |
F.M. |
Total |
D.M. |
F.M. |
Total |
D.M. |
F.M. |
Total |
Corn |
62.6 |
23.6 |
86.2 |
150.9 |
0.0 |
150.9 |
138.3 |
0.0 |
138.3 |
92.1 |
10.2 |
102.3 |
87.3 |
0.0 |
87.3 |
Soybean |
41.3 |
8.6 |
49.9 |
36.7 |
14.2 |
50.9 |
49.9 |
3.0 |
52.8 |
22.2 |
5.5 |
27.7 |
41.5 |
2.1 |
43.6 |
Wheat |
5.1 |
28.9 |
34.0 |
0.2 |
0.0 |
0.2 |
0.2 |
0.0 |
0.2 |
4.3 |
0.0 |
4.3 |
2.7 |
0.0 |
2.7 |
Sorghum |
0.1 |
0.0 |
0.1 |
0.3 |
0.0 |
0.3 |
2.4 |
0.0 |
2.4 |
3.5 |
0.0 |
3.5 |
0.0 |
0.0 |
0.0 |
Sunflower |
0.6 |
0.0 |
0.6 |
1.7 |
0.0 |
1.7 |
5.7 |
0.0 |
5.7 |
1.7 |
0.0 |
1.7 |
6.9 |
0.0 |
6.9 |
Other |
1.1 |
0.0 |
1.1 |
0.0 |
0.0 |
0.0 |
5.4 |
0.0 |
5.4 |
5.2 |
0.0 |
5.2 |
13.0 |
0.0 |
13.0 |
Total Crops (thousands of tons) |
110.7 |
61.1 |
171.8 |
189.9 |
14.2 |
204.1 |
202.0 |
3.0 |
204.9 |
128.9 |
15.7 |
144.6 |
151.4 |
2.1 |
153.5 |
Sugarcane (thousands of tons) |
554.0 |
0.0 |
554.0 |
415.8 |
0.0 |
415.8 |
455.4 |
0.0 |
455.4 |
355.6 |
0.0 |
355.6 |
415.8 |
0.0 |
415.8 |
D.M.: Domestic market
F.M.: Foreign market
(1) Includes BrasilAgro, CRESCA at 50%. Excludes Agrouranga.
► The Crops segment increased by ARS 29.6 million during the first three months of fiscal year 2016 as compared to the same period of the previous fiscal year, mainly due to:
· an increase in income from sales, driven by lower sale costs, which offset the fall in revenues;
· an increase in the net realizable value of agricultural products after harvest mainly originated in a greater drop in corn throughout the previous period;
· an increase in gains from soybean hedging transactions; and
· a drop in the Initial recognition and changes in the net realizable value of biological assets and agricultural products at the point of harvest, derived from lower results than expected upon seeding, mainly caused by lower corn prices.
► The Sugarcane segment decreased by ARS 5.5 million in the first three months of fiscal year 2016 as compared to the same period of the previous fiscal year, mainly explained by:
· lower production income in Brazil due to a smaller area, lower expected yield and higher costs;
· a reduction in production income in Bolivia due to higher costs, offset by higher yields; and
· higher income from sales net of selling expenses, represented mainly by Brazil, as a result of the 36.2% increase in volume sold and higher margin in Reais (R$).
Area in Operation - Crops (hectares)1 |
As of 9/30/15 |
As of 9/30/14 |
YoY Var |
Own farms |
108.906 |
129.361 |
(15.8%) |
Leased farms |
39.804 |
50.157 |
(20.6%) |
Farms under concession |
24.602 |
16.786 |
46.6% |
Own farms leased to third parties |
2.573 |
8.752 |
(70.6%) |
Total Area Assigned to Crop Production |
175.885 |
207.428 |
(15.2%) |
1 Includes surface area under double cropping, all the farms in Argentina, Bolivia, Paraguay and Brazil, and AgroUranga (Subsidiary – 35.72%).
5
Cresud S.A.C.I.F. y A.
Summary as of September 30, 2015
The area assigned to the crop segment decreased by 15.2% as compared to the same period of the previous fiscal year, reaching 175,885 hectares mainly due to the smaller area resulting from the sale of farms made in 2015 and smaller area leased to third parties.
II.b) Cattle and Dairy Production
During the first quarter of fiscal year 2016 we recorded mixed results in our cattle and dairy business in Argentina, reflecting the combined effect of higher beef production volumes, a slight decrease in milk production due to a smaller number of milking cows, and an increase in livestock prices, accompanied by a slight decrease in milk prices.
Production Volume (1) |
IQFY16 |
IQFY15 |
IQFY14 |
IQFY13 |
IQFY12 |
Cattle herd (thousands of tons) |
1.5 |
1.2 |
1.7 |
1.6 |
1.3 |
Milking cows (thousands of tons) |
0.1 |
0.1 |
0.1 |
0.1 |
0.0 |
Beef cattle (thousands of tons) |
1.6 |
1.3 |
1.8 |
1.7 |
1.3 |
Milk (millions of liters) |
4.5 |
4.6 |
4.8 |
4.1 |
4.1 |
(1)Includes BrasilAgro, CRESCA at 50%. Excludes Agro-Uranga S.A.
Volume of |
IQFY16 |
IQFY15 |
IQFY14 |
IQFY13 |
IQFY12 | ||||||||||
Sales (1) |
D.M. |
F.M. |
Total |
D.M. |
F.M. |
D.M. |
F.M. |
Total |
D.M. |
F.M. |
D.M. |
F.M. |
Total |
D.M. |
F.M. |
Cattle herd |
3.1 |
0.0 |
3.1 |
4.0 |
0.0 |
4.0 |
4.0 |
0.0 |
4.0 |
2.3 |
0.0 |
2.3 |
3.0 |
0.0 |
3.0 |
Milking cows |
0.2 |
0.0 |
0.2 |
0.1 |
0.0 |
0.1 |
0.2 |
0.0 |
0.2 |
0.1 |
0.0 |
0.1 |
0.1 |
0.0 |
0.1 |
Beef cattle (thousands of tons) |
3.3 |
0.0 |
3.3 |
4.1 |
0.0 |
4.2 |
4.2 |
0.0 |
4.2 |
2.4 |
0.0 |
2.4 |
3.1 |
0.0 |
3.1 |
Milk (millions of liters) |
4.4 |
0.0 |
4.4 |
4.4 |
0.0 |
4.4 |
4.6 |
0.0 |
4.6 |
4.0 |
0.0 |
4.0 |
4.0 |
0.0 |
4.0 |
D.M.: Domestic market |
F.M: Foreign market (1) Includes BrasilAgro, CRESCA at 50%. Excludes Agrouranga |
Cattle
In ARS MM |
IQ 2016 |
IQ 2015 |
YoY Var |
Revenues |
58.0 |
62.3 |
(6.9%) |
Costs |
(78.7) |
(82.7) |
(4.9%) |
Initial Recognition and Changes in the value of biological assets and agricultural products |
28.2 |
29.2 |
(3.2%) |
Changes in the net realizable value of agricultural products |
- |
0.0 |
- |
Gross profit |
7.6 |
8.8 |
(13.5%) |
Profit from operations |
(7.9) |
(6.4) |
22.2% |
Segment Profit |
(7.9) |
(6.4) |
22.2% |
6
Cresud S.A.C.I.F. y A.
Summary as of September 30, 2015
► Gross profit from the Cattle segment for the first three months of fiscal year 2016 decreased by ARS 1.2 million compared to the same period of 2015, explained mainly by:
► Higher income from sales of ARS 2.4 million mainly due to the significant 21.7% increase in livestock prices;
► An increase in production income of ARS 1.2 million, largely reflecting an increase of 34.5% in kilograms produced; and
► Lower holding results of ARS 4.8 million derived from lower average livestock prices than in the same quarter of the previous fiscal year.
Area in Operation – Beef Cattle (hectares) |
As of 9/30/15 |
As of 9/30/14 |
YoY Var |
Own farms |
73,007 |
76,977 |
(5.2%) |
Leased farms |
12,635 |
13,501 |
(6.4%) |
Farms under concession |
820 |
869 |
(5.6%) |
Own farms leased to third parties |
5,953 |
5,078 |
(17.2%) |
Total Area Assigned to Beef Cattle Production |
92,415 |
96,425 |
(4.2%) |
► We decreased by 4.2% the area of farms assigned to cattle production, mainly as a result of a reduction in the operation of own farms, leased farms and farms under concession.
Stock of Cattle Herds |
As of 9/30/15 |
As of 9/30/14 |
YoY Var |
Breeding stock |
55,278 |
53,646 |
3.0% |
Winter grazing stock |
8,140 |
6,157 |
32.2% |
Milk farm stock |
5,438 |
6,378 |
(14.7%) |
Total Stock (heads) |
68,856 |
66,181 |
4.0% |
Dairy
In ARS MM |
IQ 2016 |
IQ 2015 |
YoY Var |
Revenues |
17.5 |
17.5 |
0.2% |
Costs |
(33.6) |
(32.8) |
2.4% |
Changes in the net realizable value of biological assets and agricultural products |
16.0 |
17.2 |
(7.0%) |
Gross profit |
(0.1) |
1.8 |
- |
Profit / (loss) from operations |
(2.8) |
(0.4) |
605.9% |
Segment Profit / (Loss) |
(2.8) |
(0.4) |
605.9% |
Milk Production |
IQ 2016 |
IQ 2015 |
YoY Var |
Daily average milking cows (heads) |
1,996 |
2,208 |
(9.6%) |
Milk Production / Milking Cow / Day (liters) |
24.72 |
22.19 |
11.4% |
► Revenues from this segment remained constant. There was a drop in milk prices that was offset by an increase in the sale of milking cows. On the other hand, costs for the sale of milk decreased proportionally to milk revenues, whereas costs related to livestock were significantly higher, resulting in a lower sales margin.
7
Cresud S.A.C.I.F. y A.
Summary as of September 30, 2015
► In turn, milk production income decreased due to a drop in prices and lower volume sold as a result of a smaller amount of milking cows, thus explaining the decrease of ARS 1.9 million in gross profit from the Dairy segment for the first three months of fiscal year 2016 compared to the same period of 2015.
Area in Operation – Dairy (hectares) |
As of 9/30/15 |
As of 9/30/14 |
YoY Var |
Own farms |
2,780 |
2,864 |
-2.9% |
► We perform our milking business in El Tigre farm. There was a 2.9% change in the area assigned to milking cows.
III: Other Segments
Under “Other” we report the results from Leases and Agricultural Services, Agro-industrial Activities and our investment in FyO.
Leases and Agricultural Services
In ARS MM |
IQ 2016 |
IQ 2015 |
YoY Var |
Revenues |
11.6 |
14.1 |
(17.8%) |
Costs |
(4.8) |
(5.2) |
(8.2%) |
Gross profit |
6.8 |
8.9 |
(23.4%) |
Profit from operations |
5.6 |
8.1 |
(30.6%) |
Segment Profit |
5.6 |
8.1 |
(30.6%) |
► The Leases and Agricultural Services segment decreased by ARS 2.5 million, mainly due to lower income from leases as a result of the failure to renew the agreements of the San Pedro and La Suiza farms during this season and the decrease in irrigation income caused by higher fixed costs (mainly water, electricity and equipment depreciation).
Agro-industrial Activities
In ARS MM |
IQ 2016 |
IQ 2015 |
YoY Var |
Revenues |
189.9 |
215.9 |
(12.0%) |
Costs |
(180.9) |
(188.8) |
(4.2%) |
Gross profit / (loss) |
9.1 |
27.1 |
(66.6%) |
Loss from operations |
(12.1) |
2.0 |
- |
Segment Loss |
(12.1) |
2.0 |
- |
► The Agro-industrial segment decreased by ARS 14 million mainly due to a fall in sales to the foreign market, offset by lower selling expenses due to lower operating volumes.
8
Cresud S.A.C.I.F. y A.
Summary as of September 30, 2015
FyO
In ARS MM |
IQ 2016 |
IQ 2015 |
YoY Var |
Revenues |
30.7 |
39.8 |
(22.7%) |
Costs |
(26.7) |
(26.1) |
2.5% |
Changes in the net realizable value of biological assets and agricultural products |
- |
- |
- |
Gross profit |
4.0 |
13.7 |
(70.8%) |
Management fees |
- |
- |
- |
Loss from operations |
(0.7) |
9.9 |
- |
Segment Loss |
(1.2) |
9.8 |
- |
► There has been a reduction of ARS 10.9 million in this segment, mainly due to lower sales of inputs.
9
Cresud S.A.C.I.F. y A.
Summary as of September 30, 2015
Urban Segment:
Urban Properties and Investments through our subsidiary IRSA (Inversiones y Representaciones Sociedad Anónima)
We develop our Urban Properties and Investments segment through our subsidiary IRSA. As of September 30, 2015, our equity interest in IRSA was 64.30% over stock capital (64.73% considering repurchased treasury stock).
IRSA is one of Argentina’s leading real estate companies in terms of total assets. IRSA is engaged, directly or indirectly through subsidiaries and joint ventures, in a range of diversified real estate related activities in Argentina and abroad, including:
► The acquisition, development and operation of shopping centers and offices, through its interest of 95.90% in IRSA Propiedades Comerciales S.A. (continuing company of Alto Palermo S.A.), one of Argentina’s leading operators of commercial real estate with a controlling interest in 15 shopping centers and 6 office buildings totaling 414,000 sqm of Gross Leaseable Area (334,055 in shopping centers and 79,945 in offices).
► The acquisition and development of residential properties and the acquisition of undeveloped land reserves for future development or sale.
► The acquisition and operation of luxury hotels.
► Selective investments outside Argentina.
► Financial investments, including IRSA’s current 29.99% equity interest in Banco Hipotecario, which is one of the leading financial institutions in Argentina.
The following information has been extracted from the financial statements of our controlled company IRSA as of September 30, 2015:
|
IQ 16 |
IQ 15 |
YoY Var |
Revenues from sales, leases and services |
713.5 |
588.6 |
21.2% |
Profit from operations |
724.0 |
640.1 |
13.1% |
Depreciation and amortization |
54.6 |
42.8 |
27.6% |
EBITDA * |
778.6 |
682.9 |
14.0% |
Net loss |
(316.0) |
135.8 |
- |
*It coincides with the Income Statement contained in the Financial Statements (does not include interest in joint ventures)
Our stake in IRSA has a high impact on our results, therefore we recommend the reading of detailed information on IRSA provided in its website (www.irsa.com.ar), in the Argentine Securities Commission website (www.cnv.gob.ar) and in the Securities and Exchange Commission website (www.sec.gov).
10
Cresud S.A.C.I.F. y A.
Summary as of September 30, 2015
Financial Indebtedness and Other
As of September 30, 2015, Cresud had a total net indebtedness equivalent to USD 811.1 million, consolidating IRSA. The following table contains a breakdown of Cresud’s indebtedness:
Description |
Currency |
Amount (1) |
Interest Rate |
Maturity | |
Bank overdrafts |
ARS |
34.3 |
Variable |
< 30 days | |
Short term bank loan |
ARS |
8.8 |
Variable |
8-Jan-16 | |
Banco Ciudad loan |
USD |
13.7 |
Libor 180 days + 300 bps; floor: 6% |
18-Jan-22 | |
Banco de la Pampa loan |
ARS |
1.4 |
variable [10.5% ; 14.5%] |
3-Aug-17 | |
Cresud 2018 Series XIV Notes |
USD |
32.0 |
1.50% |
22-May-18 | |
Cresud 2015 Series XV Notes |
ARS |
6.2 |
Badlar + 399 bps |
18-Nov-15 | |
Cresud 2018 Series XVI Notes |
USD |
109.1 |
1.50% |
19-Nov-18 | |
Cresud 2016 Series XVII Notes |
ARS |
18.2 |
Badlar +250 bps |
14-Mar-16 | |
Cresud 2019 Series XVIII Notes |
USD |
33.7 |
4.00% |
12-Sep-19 | |
Cresud 2016 Series XIX Notes |
ARS |
19.9 |
27.5% / Badlar + 350 bps |
13-Sep-16 | |
Cresud 2017 Series XX Notes (3) |
USD |
18.2 |
2.50% |
13-Mar-17 | |
Cresud 2017 Series XXI Notes |
ARS |
20.4 |
27.5% / Badlar + 375 bps |
12-Aug-17 | |
Cresud 2019 Series XXII Notes |
USD |
22.7 |
4.00% |
13-Mar-17 | |
Communication 5319 Loan |
ARS |
0.7 |
15.01% |
5-Dec-15 | |
FyO Communication 5449 Mortgage Loan |
ARS |
0.1 |
15.25% |
28-Dec-16 | |
Bolivia loan |
BOB |
0.8 |
Variable |
30-Jun-17 | |
Cresud’s Total Debt |
340.2 |
||||
IRSA 2017 Series I Notes |
USD |
150.0 |
8.50% |
2-Feb-17 | |
IRSA 2020 Series II Notes (4) |
USD |
150.0 |
11.50% |
20-Jul-20 | |
Series VI Notes |
ARS |
1.1 |
Badlar + 450 bps |
27-Feb-17 | |
Bank overdrafts |
ARS |
72.2 |
Variable |
< 180 days | |
Short term bank loan |
ARS |
10.6 |
23.00% |
30-Dec-15 | |
Loan agreements |
USD |
4.2 |
Variable |
25-Jun-16 | |
HASA 5380 Mortgage Loan |
ARS |
0.3 |
15.25% |
29-Dec-16 | |
Llao Llao 5380 Mortgage Loan |
ARS |
0.3 |
15.25% |
29-Dec-16 | |
Nuevas Fronteras 5600 Mortgage Loan |
ARS |
0.7 |
Variable |
29-Dec-17 | |
IRSA’s Total Debt |
389.5 |
||||
APSA 2017 Series I Notes (2) |
USD |
120.0 |
7.88% |
11-May-17 | |
Short term debt |
ARS |
21.5 |
Variable |
< 30 days | |
Short term bank loan |
ARS |
15.4 |
23.00% |
30-Sep-16 | |
Syndicated loan – Arcos |
ARS |
1.4 |
15.01% |
16-Nov-15 | |
Communication 5319 Loan |
ARS |
0.3 |
15.01% |
12-Dec-15 | |
IRSA CP Series I Notes ARS |
ARS |
43.2 |
26.5% / Badlar + 400 bps |
20-Mar-17 | |
Syndicated Loan - Neuquen |
ARS |
3.9 |
15.25% |
14-Jun-16 | |
CAPEX 5380 Loan |
ARS |
0.4 |
15.25% |
23-Dec-16 | |
NPSF 5449 Mortgage Loan |
ARS |
0.7 |
15.25% |
29-Dec-16 | |
CAPEX 5600 Loan |
ARS |
1.1 |
26.50% |
2-Jan-18 | |
Debt for asset purchase |
USD |
246.4 |
8.50% |
20-Jul-20 | |
IRCP’s Total Debt |
454.2 |
||||
Brasilagro’s Total Debt |
13.9 |
||||
Consolidated Cash |
109.7 |
||||
Repurchased debt |
30.6 |
||||
Consolidated Net Debt |
811.1 |
||||
(1) Principal amount in USD (million) at an exchange rate of 9.4222 ARS = 6.96 BOB =3.977 BRL =1 USD, without considering accrued interest or elimination of balances with subsidiaries. |
| ||||
(2) As of September 30, 2015, the Company had repurchased a principal amount of USD 5.7 million. |
| ||||
(3) As of September 30, 2015, the Company had repurchased a principal amount of USD 10.1 million. |
| ||||
(4) As of September 30, 2015, the Company had repurchased a principal amount of USD 14.8 million. |
| ||||
11
Cresud S.A.C.I.F. y A.
Summary as of September 30, 2015
Comparative Summary Consolidated Balance Sheet Data
In thousands of ARS |
Sept-15 |
Sept-14 |
Sept-13 |
Sept-12 |
Current assets |
4,669,797 |
4,124,710 |
2,804,629 |
2,059,918 |
Non-current assets |
11,067,271 |
11,021,685 |
9,863,796 |
8,525,901 |
Total assets |
15,737,068 |
15,146,395 |
12,668,425 |
10,585,819 |
Current liabilities |
4,096,398 |
3,806,685 |
2,912,519 |
2,080,535 |
Non-current liabilities |
7,831,660 |
6,921,354 |
4,978,421 |
3,766,509 |
Total liabilities |
11,928,058 |
10,728,039 |
7,890,940 |
5,847,044 |
Third party interest (or minority interest) |
2,258,916 |
2,593,976 |
2,310,410 |
2,170,006 |
Shareholders’ equity |
3,809,010 |
4,418,356 |
4,777,485 |
4,738,775 |
Total liabilities plus third party interests (or minority interest) plus Shareholders’ Equity |
15,737,068 |
15,146,395 |
12,668,425 |
10,585,819 |
Comparative Summary Consolidated Income Statement Data
In thousands of ARS |
1QFY2016 |
1QFY2015 |
1QFY2014 |
1QFY2013 |
Gross profit |
617,462 |
531,816 |
358,494 |
321,148 |
Profit from Operations |
670,782 |
596,293 |
161,649 |
176,490 |
(Loss) / income from interests in associates and joint ventures |
(496,669) |
(102,728) |
38,366 |
15,746 |
Income before financing and taxation |
174,113 |
493,565 |
200,015 |
192,236 |
Net financial results |
(446,866) |
(340,818) |
(334,412) |
(168,532) |
Profit / (Loss) before income tax |
(272,753) |
152,747 |
(134,397) |
23,704 |
Income Tax |
(89,007) |
(131,082) |
45,382 |
(15,703) |
Net (Loss) / Income |
(361,760) |
21,665 |
(89,015) |
8,001 |
Controlling company’s shareholders |
(292,151) |
(122,005) |
(97,849) |
(16,518) |
Non-controlling interest |
(69,609) |
143,670 |
8,834 |
24,519 |
Net (Loss) / Income |
(361,760) |
21,665 |
(89,015) |
8,001 |
Other comprehensive (loss) /income for the period (1) |
(320,285) |
(53,958) |
143,301 |
51,034 |
Total comprehensive (loss) /income for the period |
(682,045) |
(32,293) |
54,286 |
59,035 |
Controlling company’s shareholders |
(405,297) |
(130,380) |
(26,259) |
5,979 |
Non-controlling interest |
(276,748) |
98,087 |
80,545 |
53,056 |
(1) Corresponds to translation differences |
12
Cresud S.A.C.I.F. y A.
Summary as of September 30, 2015
Comparative Summary Consolidated Cash Flow Statement Data
In thousands of ARS |
1QFY2016 |
1QFY2015 |
1QFY2014 |
1QFY2013 |
Net cash generated by / (used in) operating activities |
412,260 |
326,790 |
371,811 |
390,897 |
Net cash generated by / (used in) investing activities |
(32,317) |
1,151,925 |
(522,036) |
(200,164) |
Net cash generated by / (used in) financing activities |
123,095 |
(1,018,374) |
(303,099) |
(247,992) |
Total cash generated by or used during the year / period |
435,995 |
460,341 |
(453,324) |
(57,259) |
Ratios
In thousands of ARS |
Sept-15 |
Sept-14 |
Sept-13 |
Sept-12 | |
Liquidity (1) |
1.14 |
1.08 |
0.96 |
0.99 | |
Solvency (2) |
0.32 |
0.41 |
0.61 |
0.81 | |
Restricted assets (3) |
0.70 |
0.73 |
0.78 |
0.81 | |
Profitability (only annual) (4) |
(9.5%) |
0.5% |
(1.9%) |
0.2% | |
(1)Current Assets / Current Liabilities |
|||||
(2) Total Shareholders’ Equity / Total Liabilities |
|||||
(3) Non-current Assets / Total Assets |
|||||
(4) Net income / (Loss) (excluding other Comprehensive Profit / (Loss)) / Total Average Shareholders’ Equity |
|||||
13
Cresud S.A.C.I.F. y A.
Summary as of September 30, 2015
Material Events Occurred during the Period and Subsequent Events
Issue of Series XXI and XXII Notes
Series XXI
Issue Date: August 12, 2015
Principal Amount: ARS 192,233,000
Issue Price: 100% at face value
Mixed Interest Rate: Fixed rate during the first 9 months and floating rate during the 9 remaining months, calculated based on the BADLAR Rate plus 375 basis points.
Fixed Rate: 27.5%
Stated Maturity Date: February 13, 2017
Interest Payment Dates: Every three months
Principal Payment Date: February 13, 2017
Series XXII
Issue Date: August 12, 2015
Principal Amount: US$22,699,363
Initial Exchange Rate Applicable: ARS 9.2037 per U.S. Dollar.
Issue Price: 97.65% of face value
IRR: 4.75%
Fixed Interest Rate: 4.00%
Stated Maturity Date: August 12, 2019
Interest Payment Dates: Every three months
Principal Payment Date: April 12, 2019 and August 12, 2019
Shareholders’ Meeting dated October 30, 2015
On October 30, 2015, the General Ordinary and Extraordinary Shareholders’ Meeting was held, which resolved, inter alia:
- The increase in the Program’s maximum outstanding principal amount of up to US$ 300,000,000 (Three Hundred Million U.S. Dollars) by an additional amount of up to US$ 200,000,000 (Two Hundred Million U.S. Dollars).
14
Cresud S.A.C.I.F. y A.
Summary as of September 30, 2015
Moreover, it has been resolved to adjourn the meeting until November 26, 2015 at 5:00 p.m., outside the registered, office, at BolÃvar 108, First Floor, City of Buenos Aires in order to deal with the following matters at such reconvened meeting:
Ø Allocation of income for the fiscal year ended June 30, 2015 and payment of a cash dividend for up to ARS 88.1 million.
Ø Allocation of treasury shares.
Dividend from our subsidiary Brasilagro
At the Ordinary General Shareholders’ Meeting held on October 28, 2015, our subsidiary Brasilagro declared dividends for BRL 80.7 million (BRL 1.3977 per share) which shall be made available to the shareholders on November 13, 2015.
15
Cresud S.A.C.I.F. y A.
Summary as of September 30, 2015
Prospects for the next fiscal year
For fiscal year 2016 we expect a moderate development of an “El Niño” season, with above-average rainfall rates. In Argentina, given the current macroeconomic conditions and the industry’s profitability equation, we have adopted a conservative planting strategy in our farms in the northern region of Argentina, but we are ready to react to an improvement in profitability conditions. Moreover, we have slightly decreased the area leased to third parties. In Brazil we expect a good 2016 season mainly due to the depreciation of the Brazilian currency vis-à-vis the dollar observed in the last months. In Bolivia and Paraguay we do not forecast any material changes.
In Argentina, we expect sustained prices for beef cattle and slightly rising, albeit constrained, costs. We will efficiently work towards reaching the highest operating margins possible. In the case of our “El Tigre” dairy facility, where we have consolidated all our milk production, over the past months we adopted a strategy consisting in the selective sale of milking cows, completed in September past, and keeping the more productive herd. In connection with our meat packing plant, which we hold through our interest in Carnes Pampeanas, we will continue working towards optimizing margins, in hope that market conditions become more favorable and the segment regains profitability.
As concerns land transformation and value-adding activities, we will make progress in the development of our farms in Argentina, Paraguay and Brazil at a slower pace than in previous years due to the high development costs and production profitability conditions. We remain watchful of purchase and sale opportunities that may arise and we will continue to dispose of those farms that have reached their highest degree of appreciation.
During the 2016 season, we will keep on rolling out our business model, whilst continuing to analyze opportunities in other countries of the region with the objective to put together a regional portfolio with major development and appreciation potential. We expect to be able to recover the profitability levels recorded in the past years, even in a depressed commodity price scenario.
Agribusiness offers very interesting long-term prospects. We believe that companies such as Cresud, with a track record going back so many years and vast industry knowledge will have outstanding possibilities of taking advantage of the best opportunities arising in the market, much more so considering that our main task is to produce food for a growing and demanding world population.
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Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria | |||
November 23, 2015 |
By: |
/s/ Saúl Zang | |
Saúl Zang | |||
Responsible for the Relationship with the Markets | |||