Cresud Inc 6-K, filed Aug 11, 2020
Cresud Inc (CRESY)
About this 6-K
Cresud Inc filed this 6-K on August 11, 2020.
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria
Unaudited Condensed Interim Consolidated Financial Statements as of March 31, 2020 and for the nine-month period ended as of that date, presented comparatively.
Legal information
| Denomination: Cresud Sociedad<br>Anónima, Comercial, Inmobiliaria, Financiera y<br>Agropecuaria | ||
|---|---|---|
| Fiscal year N°: 87,<br>beginning on July 1, 2019 | ||
| Legal address: Moreno 877, 23rd<br>floor – Autonomous City of Buenos Aires,<br>Argentina | ||
| Company activity: Real estate,<br>agricultural, commercial and financial<br>activities | ||
| Date of registration of the by-laws in the Public Registry of<br>Commerce: February 19,<br>1937 | ||
| Date of registration of last amendment of the by-laws in the Public<br>Registry of Commerce: October<br>31, 2014 and its reinstatement on November 14,<br>2014 | ||
| Expiration of Company charter: June 6, 2082 | ||
| Registration number with the Supervisory Board of Companies:<br>26, folio 2, book 45, Stock<br>Companies | ||
| Stock: 501,642,804 common<br>shares | ||
| Common stock subscribed, issued and paid up nominal value (millions<br>of Ps.): 502 | ||
| Parent Companies: Inversiones<br>Financieras del Sur S.A. and Agroinvestment<br>S.A. | ||
| Legal addresses: Road 8, km<br>17,500, Zonamérica Building 1, store 106, Montevideo, Uruguay<br>(IFISA) - Cambara 1620, 2nd floor, office 202, Carrasco, 11000<br>Montevideo, Uruguay (Agroinvesment S.A.) | ||
| Parent companies' activity:<br>Investment | ||
| Direct ownership interest:<br>177,145,564 shares | ||
| Voting stock (direct and indirect equity interest):<br>35.47% (*) | ||
| Type of stock | CAPITAL STATUS | |
| Authorized to be offered publicly (Shares) | Subscribed, Issued and Paid-in (millions of Ps.) | |
| Ordinary certified shares of Ps. 1 face value and 1 vote<br>each | 501,642,804 (**) | 502 |
| (*) For computation purposes, treasury shares have been<br>subtracted. | ||
| (**) Company not included in the Optional Statutory System of<br>Public Offer of Compulsory Acquisition. |
Index
| Glossary of terms | 1 |
|---|---|
| Unaudited Condensed Interim Consolidated Statements of Financial<br>Position | 2 |
| Unaudited Condensed Interim Consolidated Statements of Income and<br>Other Comprehensive Income | 3 |
| Unaudited Condensed Interim Consolidated Statements of Changes in<br>Shareholders' Equity | 4 |
| Unaudited Condensed Interim Consolidated Statements of Cash<br>Flows | 6 |
| Notes to the Unaudited Condensed Interim Consolidated Financial<br>Statements: | |
| Note<br>1 - The Group's business and general information | 7 |
| Note<br>2 - Summary of significant accounting policies | 8 |
| Note<br>3 - Seasonal effects on operations | 10 |
| Note<br>4 - Acquisitions and disposals | 10 |
| Note<br>5 - Financial risk management and fair value estimates | 17 |
| Note<br>6 - Segment information | 17 |
| Note<br>7 - Investments in associates and joint ventures | 22 |
| Note<br>8 - Investment properties | 23 |
| Note<br>9 - Property, plant and equipment | 23 |
| Note<br>10 - Trading properties | 24 |
| Note<br>11 - Intangible assets | 24 |
| Note<br>12 - Right-of-use assets | 24 |
| Note<br>13 - Biological assets | 25 |
| Note<br>14 - Inventories | 25 |
| Note<br>15 - Financial instruments by category | 26 |
| Note<br>16 - Trade and other receivables | 28 |
| Note<br>17 - Cash flow information | 29 |
| Note<br>18 - Trade and other payables | 30 |
| Note<br>19 - Equity | 31 |
| Note<br>20 - Provisions | 31 |
| Note<br>21 - Borrowings | 32 |
| Note<br>22 - Taxation | 32 |
| Note<br>23 - Revenues | 33 |
| Note<br>24 - Costs | 33 |
| Note<br>25 - Expenses by nature | 34 |
| Note<br>26 - Other operating results, net | 34 |
| Note<br>27 - Financial results, net | 34 |
| Note<br>28 - Related parties transactions | 35 |
| Note<br>29 - CNV General Resolution N° 622 | 36 |
| Note<br>30 - Cost of sales and services provided | 36 |
| Note<br>31 - Foreign currency assets and liabilities | 37 |
| Note<br>32 - Groups of assets and liabilities held for sale | 37 |
| Note<br>33 - Result from discontinued operations | 38 |
| Note<br>34 - Other subsequent events of the period | 38 |
| Note<br>35 - Subsequent Events | 41 |
Glossary of terms
The following are not technical definitions but help the reader to understand certain terms used in the wording of the notes to the Group’s Financial Statements.
| Terms | Definitions |
|---|---|
| BACS | Banco de Crédito y Securitización S.A. |
| BCRA | Central Bank of the Argentine Republic |
| BHSA | Banco Hipotecario S.A. |
| Brasilagro | Brasilagro-Companhia Brasileira de Propriedades<br>Agrícolas |
| CAMSA | Consultores Assets Management S.A. |
| Clal | Clal Holdings Insurance Enterprises Ltd. |
| CNV | National Securities Commission |
| Condor | Condor Hospitality Trust Inc. |
| Cresud, “the Company”, “us” | Cresud S.A.C.I.F. y A. |
| DFL | Dolphin Fund Ltd. |
| DIC | Discount Investment Corporation Ltd. |
| Dolphin | Dolphin Fund Ltd. and Dolphin Netherlands B.V. |
| Financial Statements | Unaudited Condensed Interim Consolidated Financial<br>Statements |
| Annual Financial Statements | Consolidated Financial Statements as of June 30, 2019 |
| CPF | Collective Promotion Funds |
| Gav-Yam | Gav-Yam, Bayside Land Corporation Ltd |
| IBC | Israel Broadband Company |
| IDBD | IDB Development Corporation Ltd. |
| IFISA | Inversiones Financieras del Sur S.A. |
| IASB | International Accounting Standards Board |
| IRSA | IRSA Inversiones y Representaciones S.A. |
| IRSA CP | IRSA Propiedades Comerciales S.A. |
| ISPRO | ISPRO the Israel properties rental Corp. Ltd. |
| Israir | Israir Airlines & Tourism Ltd. |
| LRSA | La Rural S.A. |
| Metropolitan | Metropolitan 885 Third Avenue Leasehold LLC |
| MPIT | Minimum Presummed Income Tax |
| New Lipstick | New Lipstick LLC |
| IAS | International Accounting Standards |
| IFRS | International Financial Reporting Standards |
| NIS | New Israeli Shekel |
| PBC | Property & Building Corporation Ltd. |
| PBEL | PBEL Real Estate Ltd. |
| Quality | Quality Invest S.A. |
| Shufersal | Shufersal Ltd. |
| Tarshop | Tarshop S.A. |
| TASE | Bolsa de Comercio de Tel Aviv |
1
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Unaudited Condensed Interim Consolidated Statements of Financial Position
as of March 31, 2020 and June 30, 2019
(All amounts in millions, except otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
| Note | 03.31.20 | 06.30.19 | |
|---|---|---|---|
| ASSETS | |||
| Non-current assets | |||
| Investment properties | 8 | 177,496 | 317,928 |
| Property, plant and equipment | 9 | 55,556 | 51,347 |
| Trading properties | 10 | 4,319 | 7,454 |
| Intangible assets | 11 | 24,774 | 24,691 |
| Right-of-use<br>assets | 12 | 19,722 | - |
| Biological assets | 13 | 1,571 | 1,713 |
| Other assets | - | 30 | |
| Investment in associates and joint ventures | 7 | 67,595 | 42,582 |
| Deferred income tax assets | 22 | 674 | 734 |
| Income tax and MPIT credits | 50 | 255 | |
| Restricted assets | 15 | 760 | 4,314 |
| Trade and other receivables | 16 | 24,710 | 20,616 |
| Investment in financial assets | 15 | 3,206 | 3,918 |
| Financial assets held for sale | 15 | - | 5,667 |
| Derivative financial instruments | 15 | 134 | 145 |
| Total non-current assets | 380,567 | 481,394 | |
| Current assets | |||
| Trading properties | 10 | 1,935 | 496 |
| Biological assets | 13 | 5,551 | 3,601 |
| Inventories | 14 | 6,473 | 6,076 |
| Restricted assets | 15 | 6,637 | 5,942 |
| Income tax and MPIT credits | 357 | 527 | |
| Group of assets held for sale | 32 | 36,998 | 10,912 |
| Trade and other receivables | 16 | 40,808 | 36,488 |
| Investment in financial assets | 15 | 32,083 | 42,832 |
| Financial assets held for sale | 15 | 4,369 | 15,816 |
| Derivative financial instruments | 15 | 327 | 153 |
| Cash and cash equivalents | 15 | 60,389 | 84,749 |
| Total current assets | 195,927 | 207,592 | |
| TOTAL ASSETS | 576,494 | 688,986 | |
| SHAREHOLDERS’ EQUITY | |||
| Shareholders' equity (according to corresponding<br>statement) | 9,112 | 22,811 | |
| Non-controlling interest | 74,908 | 97,893 | |
| TOTAL SHAREHOLDERS' EQUITY | 84,020 | 120,704 | |
| LIABILITIES | |||
| Non-current liabilities | |||
| Borrowings | 21 | 273,972 | 377,144 |
| Deferred income tax liabilities | 22 | 40,968 | 54,275 |
| Trade and other payables | 18 | 3,209 | 2,686 |
| Provisions | 20 | 10,800 | 10,893 |
| Employee benefits | 364 | 176 | |
| Derivative financial instruments | 15 | 23 | 1,394 |
| Lease liabilities | 14,257 | - | |
| Payroll and social security liabilities | 223 | 187 | |
| Total non-current liabilities | 343,816 | 446,755 | |
| Current liabilities | |||
| Trade and other payables | 18 | 29,571 | 30,652 |
| Borrowings | 21 | 85,876 | 76,284 |
| Provisions | 20 | 2,092 | 2,351 |
| Group of liabilities held for sale | 32 | 19,920 | 7,722 |
| Payroll and social security liabilities | 4,104 | 3,604 | |
| Income tax and MPIT liabilities | 550 | 663 | |
| Lease liabilities | 5,075 | - | |
| Derivative financial instruments | 15 | 1,470 | 251 |
| Total Current liabilities | 148,658 | 121,527 | |
| TOTAL LIABILITIES | 492,474 | 568,282 | |
| TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES | 576,494 | 688,986 |
The accompanying notes are an integral part of these Financial Statements.
| PRICE WATERHOUSE & CO. S.R.L.<br><br><br><br><br><br><br><br><br><br><br><br><br><br><br>(Socio) | ) | ) |
|---|---|---|
| C.P.C.E.C.A.B.A. T° 1 F° 17<br><br><br>Dr. Mariano C. Tomatis<br><br><br>Contador Público (UBA)<br><br><br>C.P.C.E.C.A.B.A. T° 241 F° 118 | Marcelo H. Fuxman<br><br><br>Síndico Titular<br><br><br>Por Comisión Fiscalizadora | Alejandro<br>G. Elsztain<br><br><br>Vicepresident<br>II acting<br><br><br>as<br>President |
2
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Unaudited Condensed Interim Consolidated Statements of Income and Other Comprehensive Income
for the nine and three-month periods ended March 31, 2020 and 2019
(All amounts in millions, except otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
| Nine months | Three months | ||||
|---|---|---|---|---|---|
| Note | 03.31.20 | 03.31.19 | 03.31.20 | 03.31.19 | |
| Revenues | 23 | 87,462 | 77,443 | 28,002 | 28,688 |
| Costs | 24 | (59,010) | (51,844) | (19,090) | (18,483) |
| Initial recognition and changes in the fair value of biological<br>assets and agricultural products at the point of<br>harvest | 2,701 | 1,656 | 1,355 | 906 | |
| Changes in the net realizable value of agricultural products after<br>harvest | 352 | 12 | (103) | (43) | |
| Gross profit | 31,505 | 27,267 | 10,164 | 11,068 | |
| Net (loss) / gain from fair value adjustment of investment<br>properties | (383) | (8,490) | (4,289) | 1,962 | |
| Gain from disposal of farmlands | 323 | 87 | 1 | 1 | |
| General and administrative expenses | 25 | (8,752) | (8,765) | (3,038) | (3,191) |
| Selling expenses | 25 | (11,692) | (9,909) | (4,076) | (3,594) |
| Impairment of associates | (2,344) | - | (2,344) | - | |
| Other operating results, net | 26 | 2,626 | 833 | 5,216 | (327) |
| Profit / (Loss) from operations | 11,283 | 1,023 | 1,634 | 5,919 | |
| Share of profit / (loss) of associates and joint<br>ventures | 7 | 1,307 | (1,941) | 2,926 | (603) |
| Profit / (loss) before financial results and income<br>tax | 12,590 | (918) | 4,560 | 5,316 | |
| Finance income | 27 | 901 | 1,434 | 299 | 1,619 |
| Finance cost | 27 | (19,109) | (17,315) | (6,135) | (8,618) |
| Other financial results | 27 | (15,933) | (4,251) | (7,339) | (1,926) |
| Inflation adjustment | 27 | 252 | (357) | 118 | (295) |
| Financial results, net | 27 | (33,889) | (20,489) | (13,057) | (9,220) |
| Loss before income tax | (21,299) | (21,407) | (8,497) | (3,904) | |
| Income tax | 22 | (3,302) | 3,204 | 29 | (755) |
| Loss for the period from continuing operations | (24,601) | (18,203) | (8,468) | (4,659) | |
| Profit / (Loss) for the period from discontinued<br>operations | 33 | 17,180 | 3,680 | (757) | (709) |
| Loss for the period | (7,421) | (14,523) | (9,225) | (5,368) | |
| Other comprehensive income<br>/ (loss): | |||||
| Items that may be reclassified subsequently to profit or<br>loss: | |||||
| Currency translation adjustment | (156) | 3,288 | (5,503) | 5,631 | |
| Change in the fair value of hedging instruments net of income<br>taxes | (80) | 53 | - | 7 | |
| Items that may not be reclassified subsequently to profit or<br>loss: | |||||
| Revaluation of fixed assets transferred to investment<br>properties | 40 | 986 | 40 | (53) | |
| Actuarial loss from defined benefit plans | (198) | (15) | (88) | (15) | |
| Other comprehensive (loss) / income for the period from continuing<br>operations | (394) | 4,312 | (5,551) | 5,570 | |
| Other comprehensive income for the period from discontinued<br>operations | 4,673 | 4,436 | 135 | 357 | |
| Total other comprehensive income / (loss) for the<br>period | 4,279 | 8,748 | (5,416) | 5,927 | |
| Total comprehensive (loss) / income for the period | (3,142) | (5,775) | (14,641) | 559 | |
| Total comprehensive (loss) / income from continuing<br>operations | (24,995) | (13,892) | (14,019) | 910 | |
| Total comprehensive income / (loss) from discontinued<br>operations | 21,853 | 8,117 | (622) | (351) | |
| Total comprehensive (loss) / income from the period | (3,142) | (5,775) | (14,641) | 559 | |
| Profit for the period attributable to: | |||||
| Equity holders of the parent | (10,185) | (10,076) | (5,069) | (3,682) | |
| Non-controlling interest | 2,764 | (4,447) | (4,156) | (1,686) | |
| Loss from continuing operations attributable to: | |||||
| Equity holders of the parent | (16,142) | (11,242) | (5,055) | (3,241) | |
| Non-controlling interest | (8,459) | (6,961) | (3,413) | (1,418) | |
| Total comprehensive income attributable to: | |||||
| Equity holders of the parent | (12,405) | (8,378) | (6,520) | (2,800) | |
| Non-controlling interest | 9,263 | 2,603 | (8,121) | 3,359 | |
| Loss for the period per share attributable to equity holders of the<br>parent: | |||||
| Basic | (20.70) | (20.62) | (10.30) | (7.33) | |
| Diluted | (20.70) | (20.62) | (10.30) | (7.33) | |
| Loss per share from continuing operations attributable to equity<br>holders of the parent: | |||||
| Basic | (32.81) | (22.36) | (10.28) | (6.78) | |
| Diluted | (32.81) | (22.36) | (10.28) | (6.78) |
The accompanying notes are an integral part of these Financial Statements.
| PRICE WATERHOUSE & CO. S.R.L.<br><br><br><br><br><br><br><br><br><br><br><br><br><br><br>(Socio) | ) | ) |
|---|---|---|
| C.P.C.E.C.A.B.A. T° 1 F° 17<br><br><br>Dr. Mariano C. Tomatis<br><br><br>Contador Público (UBA)<br><br><br>C.P.C.E.C.A.B.A. T° 241 F° 118 | Marcelo H. Fuxman<br><br><br>Síndico Titular<br><br><br>Por Comisión Fiscalizadora | Alejandro<br>G. Elsztain<br><br><br>Vicepresident<br>II acting<br><br><br>as<br>President |
3
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Unaudited Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity
for the nine-month period ended March 31, 2020
(All amounts in millions, except otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
| Attributable to equity holders of the parent | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Share capital | Treasury shares | Inflation adjustment of share capital and treasury<br>shares (i) | Share premium | Additional paid-in capital from treasury shares | Legal reserve | Special reserve (ii) | Other reserves (iii) | Retained earnings | Subtotal | Non-controlling interest | Total Shareholders' equity | |
| Balance as of June 30, 2019 | 486 | 16 | 9,261 | 10,052 | 87 | 353 | 4,915 | 34,575 | (36,934) | 22,811 | 97,893 | 120,704 |
| Adjustments previous periods (IFRS 16 and IAS 28) (Note<br>2.2) | - | - | - | - | - | - | - | - | (773) | (773) | (1,283) | (2,056) |
| Adjusted balance as of June 30, 2019 | 486 | 16 | 9,261 | 10,052 | 87 | 353 | 4,915 | 34,575 | (37,707) | 22,038 | 96,610 | 118,648 |
| (Loss) / profit for the period | - | - | - | - | - | - | - | - | (10,185) | (10,185) | 2,764 | (7,421) |
| Other comprehensive (loss) / income for the period | - | - | - | - | - | - | - | (2,220) | - | (2,220) | 6,499 | 4,279 |
| Total comprehensive (loss) / profit for the period | - | - | - | - | - | - | - | (2,220) | (10,185) | (12,405) | 9,263 | (3,142) |
| Treasury shares distribution | 13 | (13) | - | - | - | - | - | 1,435 | (1,435) | - | - | - |
| Issuance of shares | - | - | - | - | - | - | - | - | - | - | - | - |
| Reserve for share-based payments | - | - | - | - | (1) | - | - | (3) | - | (4) | (6) | (10) |
| Incorporation by business combination | - | - | - | - | - | - | - | - | - | - | 7,844 | 7,844 |
| Changes in non-controlling interest | - | - | - | - | - | - | - | (530) | - | (530) | 4,622 | 4,092 |
| Distribution of dividends | - | - | - | - | - | - | - | - | - | - | (2,539) | (2,539) |
| Decrease due to loss of control | - | - | - | - | - | - | - | - | - | - | (41,083) | (41,083) |
| Other changes in shareholders' equity | - | - | - | - | - | - | - | - | 13 | 13 | 171 | 184 |
| Capitalized contributions | - | - | - | - | - | - | - | - | - | - | 26 | 26 |
| Loss absorption | - | - | - | - | - | - | (4,184) | (33,212) | 37,396 | - | - | - |
| Balance as of March 31, 2020 | 499 | 3 | 9,261 | 10,052 | 86 | 353 | 731 | 45 | (11,918) | 9,112 | 74,908 | 84,020 |
(i)
Includes Ps. 1 of Inflation adjustment of treasury shares. See Note 18 to the Annual Financial Statements.
(ii)
Related to CNV General Resolution N° 609/12.
(iii)
Group’s other reserves for the period ended March 31, 2020 are comprised as follows:
| Cost of treasury shares | Changes in non-controlling interest | Revaluation surplus | Reserve for currency translation adjustment | Reserve shared-based compensation | Special reserve | Other comprehensive results from subsidiaries | Other reserves from subsidiaries | Reserve for the acquisition of securities issued by the<br>Company | Total other reserves | |
|---|---|---|---|---|---|---|---|---|---|---|
| Balance as of June 30, 2019 | (1,579) | (2,634) | 156 | 4,313 | 456 | 33,212 | 549 | 8 | 94 | 34,575 |
| Other comprehensive loss for the period | - | - | - | (2,130) | - | - | (90) | - | - | (2,220) |
| Total comprehensive loss for the period | - | - | - | (2,130) | - | - | (90) | - | - | (2,220) |
| Treasury shares distribution | 1,435 | - | - | - | - | - | - | - | - | 1,435 |
| Reserve for share-based payments | 2 | - | - | - | (1) | - | - | (4) | - | (3) |
| Changes in non-controlling interest | - | (530) | - | - | - | - | - | - | - | (530) |
| Loss absorption | - | - | - | - | - | (33,212) | - | - | - | (33,212) |
| Balance as of March 31, 2020 | (142) | (3,164) | 156 | 2,183 | 455 | - | 459 | 4 | 94 | 45 |
The accompanying notes are an integral part of these Financial Statements.
| PRICE WATERHOUSE & CO. S.R.L.<br><br><br><br><br><br><br><br><br><br><br><br><br><br><br>(Socio) | ) | ) |
|---|---|---|
| C.P.C.E.C.A.B.A. T° 1 F° 17<br><br><br>Dr. Mariano C. Tomatis<br><br><br>Contador Público (UBA)<br><br><br>C.P.C.E.C.A.B.A. T° 241 F° 118 | Marcelo H. Fuxman<br><br><br>Síndico Titular<br><br><br>Por Comisión Fiscalizadora | Alejandro<br>G. Elsztain<br><br><br>Vicepresident<br>II acting<br><br><br>as<br>President |
4
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Unaudited Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity
for the nine-month period ended March 31, 2019
(All amounts in millions, except otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
| Attributable to equity holders of the parent | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Share capital | Treasury shares | Inflation adjustment of share capital and treasury<br>shares (i) | Share premium | Additional paid-in capital from treasury shares | Legal reserve | Special reserve (ii) | Other reserves (iii) | Retained earnings | Subtotal | Non-controlling interest | Total Shareholders' equity | |
| Balance as of June 30, 2018 | 482 | 20 | 9,261 | 10,052 | 87 | 353 | 4,917 | 5,809 | 19,543 | 50,524 | 116,931 | 167,455 |
| Adjustments previous periods (IFRS 9 and 15) (Note<br>2.2) | - | - | - | - | - | - | - | - | (199) | (199) | (121) | (320) |
| Adjusted balance as of June 30, 2018 | 482 | 20 | 9,261 | 10,052 | 87 | 353 | 4,917 | 5,809 | 19,344 | 50,325 | 116,810 | 167,135 |
| Loss for the period | - | - | - | - | - | - | - | - | (10,076) | (10,076) | (4,447) | (14,523) |
| Other comprehensive income for the period | - | - | - | - | - | - | - | 1,698 | - | 1,698 | 7,050 | 8,748 |
| Total comprehensive (loss) / profit for the period | - | - | - | - | - | - | - | 1,698 | (10,076) | (8,378) | 2,603 | (5,775) |
| Results distribution | - | - | - | - | - | - | - | 30,872 | (30,872) | - | - | - |
| Treasury shares distribution | 21 | (21) | - | - | - | - | - | - | - | - | - | - |
| Reversal by sale of investment properties | - | - | - | - | - | - | - | (31) | 31 | - | - | - |
| Reserve for share-based payments | - | - | - | - | - | - | - | 9 | - | 9 | 59 | 68 |
| Acquisition of treasury stock | (9) | 9 | - | - | - | - | - | (747) | - | (747) | - | (747) |
| Changes in non-controlling interest | - | - | - | - | - | - | - | (495) | - | (495) | (568) | (1,063) |
| Dividends distribution to non-controlling interest | - | - | - | - | - | - | - | - | - | - | (4,171) | (4,171) |
| Capitalized contributions | - | - | - | - | - | - | - | - | - | - | - | - |
| Incorporation by business combination | - | - | - | - | - | - | - | - | - | - | (15) | (15) |
| Balance as of March, 2019 | 494 | 8 | 9,261 | 10,052 | 87 | 353 | 4,917 | 37,115 | (21,573) | 40,714 | 114,718 | 155,432 |
(i)
Includes Ps. 1 of Inflation adjustment of treasury shares. See Note 18 to the Annual Financial Statements.
(ii)
Related to CNV General Resolution N° 609/12.
(iii)
Group’s other reserves for the period ended March 31, 2019 are comprised as follows:
| Cost of treasury shares | Changes in non-controlling interest | Revaluation surplus | Reserve for currency translation adjustment | Reserve shared-based compensation | Special reserve | Other comprehensive results from subsidiaries | Other reserves from subsidiaries | Reserve for the acquisition of securities issued by the<br>Company | Total other reserves | |
|---|---|---|---|---|---|---|---|---|---|---|
| Balance as of June 30, 2018 | (1,819) | (1,969) | 185 | 5,179 | 443 | 3,747 | (47) | 9 | 81 | 5,809 |
| Adjustments previous periods (IFRS 9 and 15) (Note<br>2.2) | - | - | - | - | - | - | - | - | - | - |
| Adjusted balance as of June 30, 2018 | (1,819) | (1,969) | 185 | 5,179 | 443 | 3,747 | (47) | 9 | 81 | 5,809 |
| Profit for the period | - | - | - | - | - | - | - | - | - | - |
| Other comprehensive income for the period | - | - | 587 | 1,150 | - | - | (39) | - | - | 1,698 |
| Total comprehensive profit for the period | - | - | 587 | 1,150 | - | - | (39) | - | - | 1,698 |
| Results distribution | - | - | - | - | - | 30,872 | - | - | - | 30,872 |
| Treasury shares distribution | 1,406 | - | - | - | - | (1,406) | - | - | - | - |
| Reversal by sale of investment properties | - | - | (31) | - | - | - | - | - | - | (31) |
| Reserve for share-based payments | - | - | - | - | - | - | - | 9 | - | 9 |
| Acquisition of treasury stock | (747) | - | - | - | - | - | - | - | - | (747) |
| Changes in non-controlling interest | - | (495) | - | - | - | - | - | - | - | (495) |
| Balance as of March, 2019 | (1,160) | (2,464) | 741 | 6,329 | 443 | 33,213 | (86) | 18 | 81 | 37,115 |
The accompanying notes are an integral part of these Financial Statements.
| PRICE WATERHOUSE & CO. S.R.L.<br><br><br><br><br><br><br><br><br><br><br><br><br><br><br>(Socio) | ) | ) |
|---|---|---|
| C.P.C.E.C.A.B.A. T° 1 F° 17<br><br><br>Dr. Mariano C. Tomatis<br><br><br>Contador Público (UBA)<br><br><br>C.P.C.E.C.A.B.A. T° 241 F° 118 | Marcelo H. Fuxman<br><br><br>Síndico Titular<br><br><br>Por Comisión Fiscalizadora | Alejandro G.<br>Elsztain<br><br><br>Vicepresident<br>II acting<br><br><br>as<br>President |
5
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Unaudited Condensed Interim Consolidated Statements of Cash Flows
for the nine-month periods ended March 31, 2020 and 2019
(All amounts in millions, except otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
| Note | 03.31.20 | 03.31.19 | |
|---|---|---|---|
| Operating activities: | |||
| Net cash generated from operating activities before income tax<br>paid | 17 | 23,763 | 7,358 |
| Income tax paid | (471) | (448) | |
| Net cash generated from continuing operating<br>activities | 23,292 | 6,910 | |
| Net cash generated from discontinued operating<br>activities | 2,566 | 4,523 | |
| Net cash generated from operating activities | 25,858 | 11,433 | |
| Investing activities: | |||
| Acquisition of participation in associates and joint<br>ventures | (258) | (698) | |
| Capital contributions to associates and joint ventures | (264) | 507 | |
| Proceeds from sales of intangible assets | 27 | - | |
| Payment for non-controlling interest acquisition | - | (804) | |
| Acquisition and improvement of investment properties | (2,557) | (3,056) | |
| Decrease of cash due to desconsolidation of subsidiary | - | (89) | |
| Proceeds from sales of investment properties | 11,071 | 1,587 | |
| Acquisitions and improvements of property, plant and<br>equipment | (4,153) | (5,139) | |
| Financial advances | (24) | (44) | |
| Acquisition of intangible assets | (2,935) | (2,887) | |
| Proceeds from sales of property, plant and equipment | 3,122 | 22 | |
| Net increase of restricted deposits | 4,839 | (756) | |
| Dividends collected from associates and joint ventures | 1,535 | 375 | |
| Proceeds from sales of interest held in associates and joint<br>ventures | 256 | 7,816 | |
| Proceeds from loans granted | - | 225 | |
| Acquisitions of investments in financial assets | (8,217) | (39,539) | |
| Proceeds from disposal of investments in financial<br>assets | 12,004 | 57,175 | |
| Interest charged on financial assets | 830 | (133) | |
| Dividends received from financial assets | 102 | (30) | |
| Acquisition of subsidiaries, net of funds acquired | - | (33) | |
| Loans granted to related parties | (2,481) | (169) | |
| Loans granted | (902) | (125) | |
| Cash incorporated by buissiness combination, net of cash<br>paid | 1,780 | - | |
| Net cash generated from continuing investing<br>activities | 13,775 | 14,205 | |
| Net cash generated from (used in) discontinued investing<br>activities | 2,330 | (4,208) | |
| Net cash generated from (used in) investing activities | 16,105 | 9,997 | |
| Financing activities: | |||
| Borrowings and issuance of non-convertible notes | 30,999 | 34,918 | |
| Payment of borrowings and non-convertible notes | (59,229) | (34,503) | |
| (Payment) Obtaining of short term loans, net | (1,799) | 4,112 | |
| Interest paid | (18,118) | (16,405) | |
| Repurchase of own shares | - | (747) | |
| Repurchase of non-convertible notes | (13,384) | (5,679) | |
| Capital contributions from non-controlling interest in<br>subsidiaries | - | 2,172 | |
| Acquisition of non-controlling interest in<br>subsidiaries | (589) | (5,454) | |
| Charge for issuance of shares and other equity<br>instruments | 2,658 | - | |
| Proceeds from sales of non-controlling interest in<br>subsidiaries | 70 | 13 | |
| Loans received from associates and joint ventures, net | - | 248 | |
| Payment of borrowings to related parties | - | (6) | |
| Dividends paid | (897) | (532) | |
| Dividends paid to non-controlling interest in<br>subsidiaries | (323) | (568) | |
| Proceeds from derivative financial instruments, net | (1,727) | (77) | |
| Payment of seller financing | - | (1) | |
| Net cash used in continuing financing activities | (62,339) | (22,509) | |
| Net cash (used in) generated from discontinued financing<br>activities | (4,806) | 9,487 | |
| Net cash (used in) generated from financing activities | (67,145) | (13,022) | |
| Net (Decrease) Increase in cash and cash equivalents from<br>continuing activities | (25,272) | (1,394) | |
| Net increase in cash and cash equivalents from discontinued<br>activities | 90 | 9,802 | |
| Net (Decrease) Increase in cash and cash equivalents | (25,182) | 8,408 | |
| Cash and cash equivalents at beginning of the period | 15 | 84,749 | 81,555 |
| Cash and cash equivalents reclassified to held for<br>sale | (596) | (632) | |
| Foreign exchange gain on cash and changes in fair value of cash<br>equivalents | 1,418 | 3,144 | |
| Cash and cash equivalents at the end of the period | 60,389 | 92,475 |
The accompanying notes are an integral part of these Financial Statements.
| PRICE WATERHOUSE & CO. S.R.L.<br><br><br><br><br><br><br><br><br><br><br><br><br><br><br>(Socio) | ) | ) |
|---|---|---|
| C.P.C.E.C.A.B.A. T° 1 F° 17<br><br><br>Dr. Mariano C. Tomatis<br><br><br>Contador Público (UBA)<br><br><br>C.P.C.E.C.A.B.A. T° 241 F° 118 | Marcelo H. Fuxman<br><br><br>Síndico Titular<br><br><br>Por Comisión Fiscalizadora | Alejandro<br>G. Elsztain<br><br><br>Vicepresident<br>II acting<br><br><br>as<br>President |
6
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
(Amounts in millions, except otherwise indicated)
1.
The Group’s business and general information
Cresud 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, 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 direct principal subsidiary.
Cresud and its subsidiaries are collectively referred to hereinafter as the Group.
Main shareholders of the Company are jointly Inversiones Financieras del Sur S.A. and Agroinvestment S.A. Both entities are companies incorporated in Uruguay and belong to the same controlling group and ultimate beneficiary.
The Board of Directors has approved these Financial Statements for issuance on June 8, 2020.
As of March 31, 2020, the Group operates in two major lines of business: (i) agricultural business and (ii) urban properties and investments business, which is divided into two operations centers: (a) Operations Center in Argentina and (b) Operations Center in Israel. They are developed through several operating companies and the main ones are listed below:

(i)
See Note 4 to the Annual Financial Statements for more information about the Operations Center in Israel.
Operations Center in Israel
IDBD and DIC have certain restrictions and financial agreements in relation to their financial debt, including their debentures and loans with banks and financial institutions. Regarding IDBD's financial position, its cash flow and its ability to meet its financial debt commitments, it should be considered that certain bondholders have hired representative and legal advisors, over the last months to evaluate potential courses of actions including procedures for declaring IDBD’s insolvency.
7
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
The financial situation of the IDBD subsidiary as of March 31, 2020, presents a negative shareholder’s equity, negative operating cash flows and a downgrade of its credit rating, which casts substantial doubt on IDBD's ability to continue operating as a going concern. In order to meet its liabilities, including short-term liabilities, IDBD’s cash flows are based on the sales of assets, the dates of which are not under the control of IDBD. These assets include Clal's current share price and its implications on the deposits of the swap transaction (see Note 31) and the assumption that IDBD will receive, among other things, cash from private investments that are directly held by IDBD.
Additionally, IRSA’s Board of Directors has approved a commitment with Dolphin to make capital contributions to Dolphin for up to NIS 210 (approximately Ps. 3,641 as of the date of these financial statements), which is described in Note 1 to the Annual Financial Statements.
The commitments and other restrictions that result from IDBD and DIC’s indebtedness do not have effect over IRSA since such indebtedness has no recourse against IRSA, nor has IRSA guaranteed it with its assets, except for the commitment to make contributions to Dolphin that was described above.
Considering the above, as of March 31, 2020, the financial risk of IRSA with respect to the Operations Center in Israel is limited to the abovementioned commitments and the equity risk, as a result of the pledges granted over DIC shares to certain bondholders of IDBD, is limited to the value of IRSA’s net assets in the Operations Center of Israel, which amounted to NIS 137 (Ps. 2,369) as of March 31, 2020.
2.
Summary of significant accounting policies
2.1.
Basis of preparation
These financial statements have been prepared in accordance with IAS 34 “Interim financial reporting” and should therefore be read in conjunction with the Group's annual Consolidated Financial Statements as of June 30, 2019 prepared in accordance with IFRS. Also, these financial statements include additional information required by Law No. 19,550 and / or regulations of the CNV. Such information is included in the notes to these financial statements, as accepted by IFRS.
These financial statements for the interim periods of nine months ended March 31, 2020 and 2019 have not been audited. Management considers that they include all the necessary adjustments to fairly present the results of each period. Intermediate period results do not necessarily reflect the proportion of the Group's results for the entire fiscal years.
IAS 29 "Financial Reporting in Hyperinflationary Economies" requires that the financial statements of an entity whose functional currency is one of a hyperinflationary economy be expressed in terms of the current unit of measurement at the closing date of the reporting period, regardless of whether they are based on the historical cost method or the current cost method. To do so, in general terms, the inflation produced from the date of acquisition or from the revaluation date, as applicable, must be calculated by non-monetary items. This requirement also includes the comparative information of the financial statements.
In order to conclude on whether an economy is categorized as highly inflationary in the terms of IAS 29, the standard details a series of factors to be considered, including the existence of an accumulated inflation rate in three years that approximates or exceed 100%. Accumulated inflation in Argentina in three years is over 100%. For that reason, in accordance with IAS 29, Argentina must be considered a country with a highly inflationary economy starting July 1, 2018.
In relation to the inflation index to be used and in accordance with FACPCE Resolution No. 539/18, it is determined based on the Wholesale Price Index (IPIM) until 2016, considering the average variation of the Consumer Price Index (CPI) of the Autonomous City of Buenos Aires for the months of November and December 2015, because during those two months there were no national IPIM measurements. Then, from January 2017, the National Consumer Price Index (National CPI) is considered. The table below presents the index for the period ended March 31, 2020, according to official statistics (INDEC) and following the guidelines described in Resolution 539/18.
| As of March 31, 2020 (accumulated nine months) | |
|---|---|
| Price variation | 36% |
As a consequence of the aforementioned, these financial statements as of March 31, 2020 were restated in accordance with IAS 29.
Véase nuestro informe de fecha 09/11/18
PRICE WATERHOUSE & Co. S.R.L.
C.P.C.E.C.A.B.A. T° 1 F° 17
8
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
2.2
Accounting policies
The accounting policies applied in the presentation of these Financial Statements are consistent with those applied in the preparation of the Annual Financial Statements, as described in Note 2 to those Financial Statements.
As described in Note 2.2 to the annual financial statements, the Group has adopted IFRS 16: “Leases” and Amendment to IAS 28 “Investment in associates and joint ventures” in the current year, applying the cumulative effect approach, therefore, accumulated impact was recognized in retained earnings as of July 1, 2019. Comparative figures were not restated.
The main changes were the following:
● IFRS 16: Leases
The standard establishes the criteria for recognition and valuation of leases for lessees and lessors. The changes incorporated mainly impact the tenant's accounting. IFRS 16 provides that the lessee recognizes an asset for the right of use and a liability at present value with respect to those contracts that meet the definition of lease agreements according to IFRS 16. In accordance with the standard, a lease agreement is one that provides the right to control the use of an identified asset for a specific period. In order for a company to have control over the use of an identified asset: a) it must have the right to substantially obtain all the economic benefits of the identified asset and b) it must have the right to direct the use of the identified asset.
The standard allows to exclude short-term contracts (under 12 months) and those in which the underlying asset has low value.
● Amendment to IAS 28 “Investment in associates and joint ventures”
In accordance with the amendment to IAS 28, an entity shall implement the provisions of IFRS 9 to Long-term Investments that are essentially part of the entity's net investment in the associate or in the joint venture according to the definitions of said standard. The provisions of IFRS 9 shall apply to such investments with respect to the interest in the losses of an associate or a joint venture, as well as with respect to the recognition of the impairment of an investment in an associate or joint venture. In addition, when applying IFRS 9 to such long-term investments, the entity will make it prior to the adjustments made to the book value of the investment in accordance with IAS 28.
Additionally, the Company opted for an accounting policy where the currency translation adjustments arising from these loans are recorded as part of other comprehensive income.
The effect on retained earnings as of July 1, 2019 for the first implementation of IFRS 16 and IAS 28 is the following:
| IFRS 16 impact | IAS 28 impact | Adjusted statement of financial position | |
|---|---|---|---|
| ASSETS | |||
| Non-current assets | |||
| Investment properties | 405 | - | 405 |
| Right-of-use assets | 15,502 | - | 15,502 |
| Investments in associates and joint ventures | - | (1,927) | (1,927) |
| Trade and other receivables | 114 | - | 114 |
| Total non-current assets | 16,021 | (1,927) | 14,094 |
| Income tax and MPIT credit | 16 | - | 16 |
| Group of assets held for sale | (161) | - | (161) |
| Trade and other receivables | 2,962 | - | 2,962 |
| Total current assets | 2,817 | - | 2,817 |
| TOTAL ASSETS | 18,838 | (1,927) | 16,911 |
| SHAREHOLDERS’ EQUITY | |||
| Shareholders' equity attributable to equity holders of the<br>parent | |||
| Retained earnings | (80) | (693) | (773) |
| Non-controlling interest | (49) | (1,234) | (1,283) |
| TOTAL SHAREHOLDERS’ EQUITY | (129) | (1,927) | (2,056) |
| LIABILITIES | |||
| Non-current liabilities | |||
| Lease liabilities | 11,598 | - | 11,598 |
| Total non-current liabilities | 11,598 | - | 11,598 |
| Current liabilities | |||
| Lease liabilities | 4,343 | - | 4,343 |
| Trade and other payables | (85) | - | (85) |
| Group of liabilities held for sale | 3,111 | - | 3,111 |
| Total current liabilities | 7,369 | - | 7,369 |
| TOTAL LIABILITIES | 18,967 | - | 18,967 |
| TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES | 18,838 | (1,927) | 16,911 |
9
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
2.3
Comparability of information
Balance items as of June 30, 2019 and March 31, 2019 presented in these Financial Statements for comparative purposes arise from the financial statements as of and for such period, restated in accordance with IAS 29 (See Note 2.1).Certain items from prior periods have been reclassified for consistency purposes regarding the loss of control in Gav-Yam. See note 4.(l) to Annual Financial Statements.
2.4
Use of estimates
The preparation of Financial Statements at a certain date requires 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 financial statements. In the preparation of these financial statements, the significant judgments made by Management in applying the Group’s accounting policies and the main sources of uncertainty were the same as the ones applied by the Group in the preparation of the Annual Financial Statements described in Note 3 to those Financial Statements, except for those mentioned in Note 34.
3.
Seasonal effects on operations
Agricultural business
Some of the Group’s businesses are more affected by seasonal effects than others. The operations of the Group’s agricultural business are subject to seasonal effects. The harvests and sale of grains in Argentina generally take place each year since March in the case of corn and soybean, since October in the case of wheat, and since December in the case of sunflower. In Brazil, the harvest and sale of soybean take place since February, and in the case of corn weather conditions make it possible to have two seasons, therefore the harvest take place between March and July. In Bolivia, weather conditions also make it possible to have two soybean, corn and sorghum seasons and, therefore, these crops are harvested in July and May, whereas wheat is harvested in August and September, respectively. In the case of sugarcane, harvest and sale take place between April and November of each year. Other segments of the agricultural business, such as beef cattle production tend to be more stable. However, beef cattle 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 across quarters.
Urban properties and investments business
Operations Center in Argentina
The operations of the Group’s shopping malls are subject to seasonal effects, which affect the level of sales recorded by lessees. During summertime in Argentina (January and February), the lessees of shopping malls experience the lowest sales levels in comparison with the winter holidays (July) and Christmas and year-end holidays celebrated in 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 malls sales. Sale discounts at the end of each season also affect the business. As a consequence, for shopping mall operations, a higher level of business activity is expected in the period ranging between July and December, compared to the period between January and June.
Operations Center in Israel
The results of operations of telecommunications and tourism are usually affected by seasonality in summer months in Israel and by the Jewish New Year, given a higher consumption due to internal and external tourism.
4.
Acquisitions and disposals
Significant acquisitions and disposals for the nine-month period ended March 31, 2020 are detailed below. Significant acquisitions and disposals for the fiscal year ended June 30, 2019, are detailed in Note 4 to the Annual Financial Statements.
Véase nuestro informe de fecha 09/11/18
PRICE WATERHOUSE & Co. S.R.L.
C.P.C.E.C.A.B.A. T° 1 F° 17
10
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Agricultural business
Sale of Alto Taquarí
On October 29, 2019, the Group through its subsidiary Brasilagro has entered into a purchase-sale agreement for an area of 85 hectares (65 arable hectares) of Alto Taquari Farm, located in in Alto Taquari, Mato Grosso state. The total amount of the sale is Ps. 89. The buyer made the initial payment of 14,300 soybean bags, totaling Ps. 17. The remaining balance will be paid in four annual installments. The result of the transaction was recognized for Ps. 65.
Sale of Jatobá
On July 2019, the Group through its subsidiary Brasilagro has entered into a purchase-sale agreement for an area of 1,134 hectares (893 arable hectares) of Jatobá Farm, located in Jaborandi, Bahia state. The total amount of the sale is 302 soybean bags per arable hectare equivalent to Ps. 374. The buyer already made an initial payment of Ps. 43. The remaining balance will be paid in six annual installments. The result of the transaction was recognized for Ps. 258.
BrasilAgro-Agrifirma merge, acquisition of shares and partial sale of BrasilAgro’s shares
Partial sale of BrasilAgro’s shares
On January 20, 2020, the Company sold in the market 3,400,000 shares of its subsidiary BrasilAgro representatives of 6.3% of the share capital for an amount of USD 15,6 million.
Agrifirma
On January 27, 2020, and in accordance with the terms and conditions established in the Merger Agreement signed on November 22, 2019, Agrifirma Holding was merged by BrasilAgro and extinguished for all legal purposes, becoming BrasilAgro the controlling shareholder of Agrifirma Agropecuária owning 100% of the total voting share capital. The capital of BrasilAgro increased by BRL 115,586,579.79 from BRL 584,224,000 to 699,810,579.79, through the issuance of 5,215,385 new common, registered, book-entry shares with no par value, which were subscribed and paid-up by the shareholders of Agrifirma Holding, in such manner that the share capital of BrasilAgro increased to 62,104,201 shares.
A subscription warrant was also issued in favor of AB Holdings, a shareholder of Agrifirma Holding, which will entitle AB Holding (or its permitted successors and assigns) to subscribe up to 654,487 new ordinary shares, registered with no par value of BrasilAgro, subject to the terms and conditions established in the Merger Agreement.
The merger was made upon exchange of shares and the initial exchange rate was BRL 31.50 per share of BrasilAgro based on the net worth of BrasilAgro and Agrifirma Holding, as of June 30, 2019 (taken into consideration, especially, the properties owned by BrasilAgro and Agrifirma Holding) as per the appraisal made by Deloitte Touche Tohmatsu Consultores Ltda., adjusted in view of the negotiations between the parties, in accordance with the Merger Agreement.
Below is a breakdown of the fair value of the assets acquired, liabilities assumed and minority interest of the acquisiton:
| 03.31 20 | |
|---|---|
| Fair value of identifiable assets and assumed<br>liabilities: | |
| Cash<br>and cash equivalents | 15 |
| Trade<br>and other receivables | 367 |
| Inventories | 21 |
| Biological<br>assets | 70 |
| Taxes<br>and contributions to recover | 43 |
| Group<br>of assets held for sale | 344 |
| Property,<br>plant and equipment | 3,193 |
| Trade<br>and other payables | (282) |
| Borrowings | (1,788) |
| Taxes<br>to pay | (9) |
| Payroll<br>and social security liabilities | (41) |
| Provisions | (1) |
| Deferred<br>income tax liabilities | (401) |
| Total identifiable net assets | 1,531 |
| Non-controlling<br>interest | - |
| Key<br>pending allocation | 60 |
| Total consideration | 1,591 |
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11
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Acquisition of Brasilagro’s shares
On March 30, 2020, Cresud purchased in the market 19,100 ordinary shares of its subsidiary BrasilAgro, representing 0.03% of its issued capital, for an amount of Ps. 5.7.
As a result of the above-mentioned sale and purchase of shares and the merger with Agrifirma, the Company reduced its equity interest in BrasilAgro from 43.17% to 33.55% of its issued capital.
Althoght Cresud maintains less than 50% of the voting rights, in accordance with IFRS, control may exist without a majority of voting rights.
Cresud exercises “de facto control” over BrasilAgro as a result of:
i)
the percentage and concentration of voting rights of the Group and the absence of other shareholders with significant voting rights,
ii)
the absence of a voting agreement among the other shareholders to vote together as a group,
iii)
the record of attendance to Shareholders’ Meetings and the record of votes casted by the other shareholders; and
iv)
the effective control exercised by the Group to direct Brasilagro’s relevant activities through its seat in the Board of Directors. See Note 7 for further information regarding to Brasilagro.
Therefore, Cresud will continue to consolidate BrasilAgro in its financial statements, after the business combination with Agrifirma.
Urban properties and investments business
Operations Center Argentina
Condor merger agreement
On July 19, 2019, Condor signed an agreement and merger plan with a company not related to the Group. The agreement set that each ordinary share, whose nominal value is US$ 0.01 per share will be canceled before the merger and will be replaced by the right to receive a cash amount equivalent to US$ 11.10 per ordinary share. Additionally, in accordance with the terms and conditions of the merger agreement, each Series E convertible share will be automatically canceled, and shareholders will become entitled to receive a cash amount equal to US$ 10.00 per share.
The closing of the acquisition, scheduled for March 23, 2020, did not occur and has not occurred until the date of issuance of these financial statements. The Company continues to review its options and reserves all rights and resources under the Merger Agreement.
At the date of issuance of these financial statements, the Group held 2,197,023 ordinary shares and 325,752 Series E shares.
Distribution of dividends in kind
On October 30, 2019, the Ordinary Shareholders’ Meeting of IRSA approved a dividend distribution in kind for the equivalent amount of Ps. 480 (representative of Ps. 0.83 per share) payable in shares of IRSA CP. IRSA CP’s quoted price per share as of October 29, 2019, which amounted to Ps. 205 per share, was considered for the distribution. As a result, 2,341,463 shares were distributed. This transaction was accounted for as a change in equity generating a reduction of the equity attributable to the controlling shareholders for Ps. 478 restated for inflation as of the date of this financial statements. As of the end of the period the groups’ interest in IRSA CP amounts to 80.65%.
Véase nuestro informe de fecha 09/11/18
PRICE WATERHOUSE & Co. S.R.L.
C.P.C.E.C.A.B.A. T° 1 F° 17
12
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
TGLT – Recapitalization agreement
On August 8, 2019, we entered into certain arrangements with TGLT S.A. (“TGLT”) providing for collaboration in TGLT’s financial restructuring and recapitalization. Through the recapitalization agreement TGLT committed to: (i) make a public offering to subscribe Class A preferred shares at a subscription price of US$1.00 per TGLT share; (ii) make a public offering of new Class B preferred shares which may be subscribed by (a) the exchange for ordinary shares of TGLT, at an exchange ratio of one Class B preferred share for every 6.94 ordinary shares of the Company and / or (b) the exchange for convertible notes, at an exchange ratio of a Class B preferred share for each US$1.00 of convertible notes (including accumulated and unpaid interests under the existing convertible notes); and (iii) grant an option to subscribe new Class C preferred shares in a public offer for cash to be carried out if: (a) the public offer of Class A and Class B preferred shares is completed and (b) a minimum number of option holders have exercised that option at a subscription price of US$1.00 per Class C preferred share (or its equivalent in pesos).
Finally, supporting the recapitalization plan, IRSA CP signed a subscription commitment with TGLT for Class A preferred shares under the Class A Public Offering to make a contribution in kind of shares of La Maltería S.A., 100% of its ownership, for an amount of up to US$ 24 and promised to exchange its convertible notes into Class B preferred shares.
Moreover, on November 22, 2019, TGLT held a meeting with bondholders of convertible notes in order to consider the amendment to different clauses of the indenture in force at that date, and in line with what was agreed in the recapitalization agreement, IRSA CP approved the amendments.
Under the agreements described above, the successful consummation of the offer by TGLT, and having reached the thresholds of consent from the bondholders of convertible notes of TGLT, on December 11, 2019, the Company concluded the process scheduled in the recapitalization agreement and related documents through the subscription of Class A preferred shares, integrating them in kind through the contribution of the shares of the La Maltería S.A., 100% of their ownership and, moreover, proceeded to the exchange of the convertible note - including deferred interest and accrued interest from August 15, 2019 to December 11, 2019 - in preferred class B shares.
Operations Center Israel
Sale of Gav-Yam
On July 1, 2019, PBC sold approximately 11.7% of its equity interest in Gav-Yam's through private agreements. After this transaction, the interest of PBC in Gav-Yam decreased from 51.7% to 40.0%. The consideration received for said sale was NIS 456 (approximately Ps. 6,595 restated as of the date of these financial statements).
Additionally, on September 1, 2019, PBC sold approximately an additional 5.14% of Gav-Yam, therefore the interest of PBC in Gav-Yam went from 40.0% to 34.9%. As a consequence of the aforementioned sales, PBC has lost the right to nominate the majority of the members of the Board of Directors, and to appoint or remove the key members of management. Consequently, PBC has lost control of Gav-Yam and has deconsolidated such investment since that date.
Below is a detail of the sale:
| 09.30.2019 | |
|---|---|
| Cash received | 13,534 |
| Remeasurement of the fair value of the remaining<br>investment | 30,524 |
| Total | 44,058 |
| Net assets written off including goodwill | (26,692) |
| Gain from sale of subsidiary, net of taxes (*) | 17,366 |
(*) These results are presented within discontinued operations, in the line “Other operating results, net”.
Véase nuestro informe de fecha 09/11/18
PRICE WATERHOUSE & Co. S.R.L.
C.P.C.E.C.A.B.A. T° 1 F° 17
13
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Below is a detail of the net assets deconsolidated:
| 09.30.2019 | |
|---|---|
| Investment properties | 147,897 |
| Property, plant and equipment | 1,007 |
| Intangible assets | 3,113 |
| Right-of-use assets | 40 |
| Investments in associates and joint ventures | 4,172 |
| Restricted assets | 359 |
| Trade and other receivables | 1,098 |
| Investments in financial assets | 12,853 |
| Trading properties | 147 |
| Income tax credit | 180 |
| Cash and cash equivalents | 10,081 |
| TOTAL ASSETS | 180,947 |
| Borrowings | 90,575 |
| Lease liabilities | 40 |
| Deferred income tax liabilities | 20,072 |
| Trade and other payables | 2,276 |
| Employee benefits | 20 |
| Salaries and social security liabilities | 60 |
| Income tax and MPIT liabilities | 119 |
| TOTAL LIABILITIES | 113,162 |
| Non-controlling interest | 41,093 |
| Net assets written off including goodwill | 26,692 |
Agreement for sale of a plot of land in the US
As mentioned in Note 4. D of the Operations Center in Israel, the agreement for the sale of the land attached to the Tivoli project has been breached and terminated. In July 2019, the Group signed a new agreement for the sale of the aforementioned land, for a total amount of US$ 18. At this stage, there is no certainty that the sale transaction will be completed.
IDBD financing agreement
On August 31, 2019, IDBD’s Board of Directors gave its approval to accept a commitment by Dolphin to make a capital contribution ("the Commitment"), whose main points are the following:
Dolphin undertook the irrevocable commitment to make capital contributions to IDBD for a total amount of NIS 210 in three equal annual payments (NIS 70 each) on September 2, in each of the years 2019-2021 ("Payments" and "payment dates", respectively). The aforementioned payments will be made in exchange for the company’s shares or as a subordinated loan in similar terms to the subordinated loan that Dolphin advanced in the past to IDBD. On September 2, 2019, the first payment for NIS 70 was made, (approximately Ps. 1,271 restated as of the date of these financial statements).
IRSA committed unilaterally and irrevocably to transfer to Dolphin the amounts it requires to comply with the Commitment ("IRSA Commitment"). If Dolphin does not make the capital contributions in accordance with the Commitment, then Dolphin's rights in accordance with the IRSA Commitment will be automatically assigned to IDBD, and IDBD will have the right to act to carry out the IRSA Commitment.
The Commitment will automatically expire in each of the following cases: (a) if motions are filed to decree insolvency against IDBD (whether voluntarily or involuntarily filed) in the courts of Israel and they are valid in any of the Payment Dates, in which case the corresponding Payment Date will be postponed for a period of 90 days and the corresponding payment will be transferred to IDBD only if the procedures are canceled during the mentioned period of 90 days. If the procedures for declaring insolvency are not canceled within 90 days as mentioned above, the entire commitment will expire; (b) if an insolvency decree is given as set forth in section 3 of the Israel Insolvency and Economic Recovery Act, 5778-2018; and (c) a trustee, fiduciary, special manager or any officer of this type (temporary or permanent) is appointed in IDBD, or the court issues a similar order (with respect to the insolvency of IDBD).
Additionally, during March 2020, IRSA transferred approximately NIS 12 (approximately Ps. 235 restated as of the date of these financial statements)
Advance payment of Ispro debentures
In August 2019, the Audit Committee and Ispro Board approved the full advance payment of the debentures (Series B), which were quoted in the TASE, the total amount was NIS 131 (approximately Ps. 2,339 as of that date). The early repayment of these debentures will make Ispro an unlisted company for the TASE.
14
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Sale of Clal shares
On August 28, 2019, the second buyer of the transaction described in Note 4.A. notified the decision to exercise the option for the remaining 3% at a price of NIS 50 per share for a total of NIS 83 (approximately Ps. 1,655 as of that date). These shares were delivered through a swap contract.
On September 3, 2019, IDB concluded an agreement for the sale of an additional 6% of Clal shares, of which 1% would be collected in cash (approximately NIS 29) and the remaining 5% through the receipt of IDBD’s own debentures for a nominal value of approximately NIS 190 (approximately Ps. 3,789 as of that date). The agreed price of Clal share was NIS 52.5 and the discount value applied to the IDBD debentures was between 25% - 21% discount with respect to the nominal value.
As mentioned in Note 4.A. to the annual financial statements, IDBD was looking for different ways of financing the purchase of Clal's to the third buyer. On October 27, 2019, IDBD signed an agreement with a financial entity which offered to buy all rights and obligations related to the financing of said purchase.
On November 7, the sale transaction has been completed and the loan has been granted by a financial entity. It should be clarified that the amount of 2,771,309 of Clal Insurance Enterprises shares sold was subject to a swap transaction between IDBD and a financial entity, that ended with the Company's notice to that entity.
On December 16, Clal made a public capital increase of 12,066,000 shares at a price of NIS/share 53.87 in which IDBD did not take part.
Additionally, on the same date, IDBD sold 200,000 shares of Clal at a price of NIS/share 53.95, representative of 0.3% of the new share capital.
On December 18, IDBD sold 617,017 shares of Clal at a price of NIS/share 53.77, representative of 0.9% of the share capital.
Additionally, during December 2019, a swap transaction, which IDBD had agreed for 2.771.309 shares, expired. The price per share was of NIS 52.25.
During the period between January and March 2020, a swap for 751,000 shares expired. The closing price was NIS 45.09 per share.
As a result of said transaction, as of March 31, 2020, IDBD’s equity interest in Clal Insurance Enterprises decreased to 8.5% and it owned an additional 7.1% through swap transactions.
On February 4, 2020, Dolphin granted financial entities, through which IDB carried out the Clal share swap transactions in August and November 2018, guarantees for approximately NIS 11, which will be part of the committed deposits IDB assumed as part of the terms of such transactions. Likewise, on February 18, it deposited additional guarantees for NIS 9. As of March 31, the total of the guarantees granted amounted to a total of NIS 37.4.
Additionally, if swap transactions conclude before the second payment deadline (reported in note 4.C to these financial statements), the unrealized parts of the guarantees will be returned to Dolphin, while the exercised parts of the guarantees until that date, it will be considered as part of the second payment, so Dolphin will transfer the balance of said payment to IDBD; If the swap transactions are still effective as of the second disbursement deadline, Dolphin will inject the second payment into IDB and the guarantees will be returned to you.
Capital Increase in Cellcom
On December 5, 2019, Cellcom made a tender offer for the issuance of shares, of which DIC participated and acquired 50% of the issuance. The amount received for the shares was of NIS 307 (approximately Ps. 6,011 as of that date) and Cellcom issued a total amount of 30,600,000 ordinary shares, 7,038,000 share options (Series 3) and 6,426,000 share options (Series 4) for an amount of NIS 1.021 per unit (each unit will consist of 100 ordinary shares, 23 share options Series 3 and 21 share options Series 4).
After this transaction, DIC holds 46.2% of the issued capital and approximately 48.5% of the voting rights of Cellcom (directly and over agreements with other shareholders of Cellcom).
Véase nuestro informe de fecha 09/11/18
PRICE WATERHOUSE & Co. S.R.L.
C.P.C.E.C.A.B.A. T° 1 F° 17
15
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
PBC distribution of dividends in kind, Purchase of Mehadrin shares and acquisition of control
On December 10, 2019 PBC distributed all its interest in Mehadrin as a dividend in kind. As a result, DIC holds a direct interest in Mehadrin of 31.4%. As of December 2019, Mehadrin is classified as an associate.
During January and February 2020, DIC acquired approximately 8.8% of Mehadrin's issued share capital, for a total cost of NIS 39 (approximately Ps.676), so that Mehadrin's interest increased from 31.4% to approximately 40.6%.These acquisitions resulted in DIC gaining control of Mehadrin at the end of February, since it has a majority of votes due to the fact that the remaining interest is atomized in several shareholders.
As a result of obtaining the aforementioned control, as of March 31, 2020, the Group has consolidated the operations of this company.
The assets incorporated and the result generated by said transaction are detailed below. The Group is still completing the process of determining the fair value of the assets incorporated, estimating to complete it at the end of the annual fiscal year of June 30, 2020:
| 03.31.2020 | |
|---|---|
| Fair value of identifiable assets and assumed<br>liabilities: | |
| Investment properties | 232 |
| Property, plant and equipment | 6,385 |
| Intangible assets | 54 |
| Investments in associates and joint ventures | 1,783 |
| Restricted assets | 156 |
| Income tax and MPIT credit | 139 |
| Trade and other receivables | 9,101 |
| Right-of-use assets | 3,814 |
| Derivative financial instruments | 35 |
| Inventories | 2,375 |
| Borrowings | (6,987) |
| Deferred income tax liabilities | (963) |
| Trade and other payables | (4,404) |
| Lease liabilities | (2,011) |
| Provisions | (54) |
| Employee benefits | (121) |
| Salaries and social security liabilities | (191) |
| Income tax and MPIT liabilities | (17) |
| Cash and cash equivalents | 2,479 |
| Total identifiable net assets | 11,805 |
| Non-controlling interest | (7,063) |
| Bargain purchase gain(*) | (357) |
| Previously held interest | 3,709 |
| Cash and cash equivalents | 676 |
| Total consideration | 4,385 |
(*) Included in "Other operating results, net"
Agreement for the sale of Ispro
On January 26, 2020, PBC entered into an agreement for the sale of all its holdings in ISPRO and the rights under the shareholders’ loans provided to ISPRO, for an amount of NIS 885. Completion of the transaction was subject to receipt of approval from the Commissioner for Competition, which should be received within 150 days of the signature of the agreement.
At the signing date of the agreement the buyer deposited NIS 15 million in a trust account, and committed to deposit additional NIS 40 million after completion of the due diligence.
On March 23, 2020, the purchaser approached PBC with a request to postpone deadlines set in the agreement, and PBC informed that it would review its application and all without violating PBC’s rights and claims under the agreement. On March 26, 2020, when the due diligence ended, the purchaser breached its commitment to deposit the second deposit in the amount of NIS 40 million in a trust account.
Véase nuestro informe de fecha 09/11/18
PRICE WATERHOUSE & Co. S.R.L.
C.P.C.E.C.A.B.A. T° 1 F° 17
16
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
PBC required the purchaser to correct the breach and immediately deposit the amount of the second deposit and move forward to complete the transaction under its terms, without derogating from all its rights and claims and remedies it has against the purchaser pursuant to the agreement and the law, until April 20, 2020. The breach was not amended as of April 20, 2020, so the agreement was canceled.
On April, 2020, PBC entered into an agreement with another purchaser for the sale of all its holdings in ISPRO for NIS 800 and the rights under the shareholders’ loans provided to ISPRO. As a result of this agreement the Group has reclassified the total net assets of Ps. 14,684 as “Group of assets available for sale”. The net result that will be recorded at the closing of the sale is NIS 47 (equivalent to Ps. 799 as of the end of the period).
Cellcom - Golan Telecom Agreement
In February 2020, Cellcom, the shareholders of Golan Telecom and Golan Telecom engaged in a binding memorandum of understanding regarding the acquisition of the entire issued share capital of Golan Telecom, for a total of NIS 590 million, to be paid in cash, in two payments: a total of NIS 413 million on the closing date of the transaction, and a total of NIS 177 million within 3 years after the closing date of the transaction. Cellcom will issue and deposit 8.2 million shares of the company with a trustee (the “Shares in Escrow”).
The transaction includes standard conditions and representations, and is subject to the completion of due diligence by Cellcom and the receipt of regulatory approvals and approvals from material third parties. The parties will negotiate regarding a detailed agreement; however, they are bound by the memorandum of understanding, regardless of whether or not the agreement is signed. In case the conditions for closing the transaction have not been fulfilled by December 31, 2020, the memorandum of understanding, or the detailed agreement, as applicable, will expire.
There is no certainty the conditions for the completion of the transaction will be fulfilled, including the receipt of the required approvals.
5.
Financial risk management and fair value estimates
These Financial Statements do not include all the information and disclosures on financial risk management; therefore, they should be read along with Note 5 to the Annual Financial Statements. There have been no changes in risk management or risk management policies applied by the Group since year-end.
Since June 30, 2019 and up to the date of issuance of these Financial Statements, 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), except as mentioned in Note 34. Furthermore, there have been no transfers between the different hierarchies used to assess the fair value of the Group’s financial instruments, except as mentioned in Note 34.
6.
Segment information
As explained in Note 6 to the Annual Consolidated Financial Statements, segment information is reported from the perspective of products and services: (i) agricultural business and (ii) urban properties and investment business. In addition, this last segment is reported divided from the geographic point of view in two Operations Centers to manage its global interests: Argentina and Israel. As described in Note 4.(l) to the Annual Financial Statements, the Group lost control of Gav-Yam as of June 30, 2019 and has reclassified its results to discontinued operations. Segment information for the period ended March 31, 2019 has been recast for the purposes of comparability with the present period
Below is a summary of the Group’s business units and a reconciliation between the operating income according to segment information and the operating income of the statement of income and other comprehensive income of the Group for the periods ended March 31, 2020 and 2019:
Véase nuestro informe de fecha 09/11/18
RHOUSE & Co. S.R.L.
C.P.C.E.C.A.B.A. T° 1 F° 17
17
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Below is a summarized analysis of the lines of business of the Group for the year ended March 31, 2020:
| 03.31.20 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Urban Properties and Investment business (II) | |||||||||
| Agricultural business (I) | Operations Center in Argentina | Operations Center in Israel | Subtotal | Total segment information | Joint ventures (i) | Adjustments (ii) | Elimination of inter-segment transactions and non-reportable<br>assets / liabilities (iii) | Total Statement of Income / Financial Position | |
| Revenues | 18,504 | 9,762 | 57,387 | 67,149 | 85,653 | (54) | 2,482 | (619) | 87,462 |
| Costs | (15,544) | (2,158) | (39,144) | (41,302) | (56,846) | 36 | (2,580) | 380 | (59,010) |
| Initial<br>recognition and changes in the fair value of biological assets and<br>agricultural products at the point of harvest | 2,523 | - | - | - | 2,523 | - | - | 178 | 2,701 |
| Changes<br>in the net realizable value of agricultural products after<br>harvest | 352 | - | - | - | 352 | - | - | - | 352 |
| Gross profit | 5,835 | 7,604 | 18,243 | 25,847 | 31,682 | (18) | (98) | (61) | 31,505 |
| Gain<br>from disposal of farmlands | 323 | - | - | - | 323 | - | - | - | 323 |
| Net<br>gain / (loss) from fair value adjustment of investment<br>properties | 12 | 2,445 | (2,585) | (140) | (128) | (255) | - | - | (383) |
| General<br>and administrative expenses | (1,020) | (1,624) | (6,156) | (7,780) | (8,800) | 13 | - | 35 | (8,752) |
| Selling<br>expenses | (1,862) | (850) | (9,010) | (9,860) | (11,722) | 14 | - | 16 | (11,692) |
| Impairment<br>of associates | - | - | (2,344) | (2,344) | (2,344) | - | - | - | (2,344) |
| Other<br>operating results, net | 1,141 | (33) | 1,475 | 1,442 | 2,583 | 19 | 23 | 1 | 2,626 |
| Profit / (Loss) from operations | 4,429 | 7,542 | (377) | 7,165 | 11,594 | (227) | (75) | (9) | 11,283 |
| Share<br>profit of associates and joint ventures | 173 | 265 | 722 | 987 | 1,160 | 160 | - | (13) | 1,307 |
| Segment profit | 4,602 | 7,807 | 345 | 8,152 | 12,754 | (67) | (75) | (22) | 12,590 |
| Reportable<br>assets | 34,942 | 110,695 | 392,585 | 503,280 | 538,222 | (651) | - | 38,923 | 576,494 |
| Reportable<br>liabilities | - | - | (349,712) | (349,712) | (349,712) | - | - | (142,762) | (492,474) |
| Net reportable assets | 34,942 | 110,695 | 42,873 | 153,568 | 188,510 | (651) | - | (103,839) | 84,020 |
Véase nuestro informe de fecha 09/11/18
PRICE WATERHOUSE & Co. S.R.L.
C.P.C.E.C.A.B.A. T° 1 F° 17
18
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Below is a summarized analysis of the lines of business of the Group for the year ended March 31, 2019:
| 03.31.19 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Urban Properties and Investment business (II) | |||||||||
| Agricultural business (I) | Operations Center in Argentina | Operations Center in Israel | Subtotal | Total segment information | Joint ventures (i) | Adjustments (ii) | Elimination of inter-segment transactions and non-reportable<br>assets / liabilities (iii) | Total Statement of Income / Financial Position | |
| Revenues | 11,667 | 11,175 | 52,420 | 63,595 | 75,262 | (67) | 2,673 | (425) | 77,443 |
| Costs | (9,787) | (2,215) | (37,257) | (39,472) | (49,259) | 46 | (2,791) | 160 | (51,844) |
| Initial recognition and changes in the fair value of biological<br>assets and agricultural products at the point of<br>harvest | 1,419 | - | - | - | 1,419 | - | - | 237 | 1,656 |
| Changes in the net realizable value of agricultural products after<br>harvest | 12 | - | - | - | 12 | - | - | - | 12 |
| Gross profit | 3,311 | 8,960 | 15,163 | 24,123 | 27,434 | (21) | (118) | (28) | 27,267 |
| Net<br>(loss) / profit from fair value adjustment of investment<br>properties | (33) | (8,751) | 386 | (8,365) | (8,398) | (92) | - | - | (8,490) |
| Gain from disposal of farmlands | 87 | - | - | - | 87 | - | - | - | 87 |
| General and administrative expenses | (982) | (1,938) | (5,882) | (7,820) | (8,802) | 13 | - | 24 | (8,765) |
| Selling expenses | (1,120) | (772) | (8,025) | (8,797) | (9,917) | 4 | - | 4 | (9,909) |
| Other operating results, net | 442 | (604) | 808 | 204 | 646 | 173 | 18 | (4) | 833 |
| Profit / (Loss) from operations | 1,705 | (3,105) | 2,450 | (655) | 1,050 | 77 | (100) | (4) | 1,023 |
| Share profit / (loss) of associates and joint<br>ventures | 11 | (1,294) | (560) | (1,854) | (1,843) | (98) | - | - | (1,941) |
| Segment profit / (loss) | 1,716 | (4,399) | 1,890 | (2,509) | (793) | (21) | (100) | (4) | (918) |
| Reportable assets | 35,171 | 137,617 | 560,385 | 698,002 | 733,173 | (589) | - | 44,262 | 776,846 |
| Reportable liabilities | - | - | (486,098) | (486,098) | (486,098) | - | - | (135,316) | (621,414) |
| Net reportable assets | 35,171 | 137,617 | 74,287 | 211,904 | 247,075 | (589) | - | (91,054) | 155,432 |
(i)
Represents the equity value of joint ventures that were proportionately consolidated for information by segment purposes.
(ii)
Includes Ps. (98) and Ps. (118) corresponding to Expenses and FPC as of March 31, 2020 and 2019, respectively.
(iii)
Includes deferred income tax assets, income tax and MPIT credits, trade and other receivables, investment in financial assets, cash and cash equivalents and intangible assets except for rights to receive future units under barter agreements, net of investments in associates with negative equity which are included in provisions in the amount of Ps. 8,483 as of March 31, 2020.
Véase nuestro informe de fecha 09/11/18
PRICE WATERHOUSE & Co. S.R.L.
C.P.C.E.C.A.B.A. T° 1 F° 17
19
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
(I)
Agriculture line of business
The following tables present the reportable segments of the agriculture line of business:
| 03.31.20 | |||||
|---|---|---|---|---|---|
| Agricultural production | Land transformation and sales | Corporate | Others | Total Agricultural business | |
| Revenues | 11,718 | - | - | 6,786 | 18,504 |
| Costs | (9,855) | (19) | - | (5,670) | (15,544) |
| Initial<br>recognition and changes in the fair value of biological assets and<br>agricultural products at the point of harvest | 2,500 | - | - | 23 | 2,523 |
| Changes<br>in the net realizable value of agricultural products after<br>harvest | 352 | - | - | - | 352 |
| Gross profit / (loss) | 4,715 | (19) | - | 1,139 | 5,835 |
| Gain from disposal of farmlands | - | 323 | - | - | 323 |
| Net<br>gain from fair value adjustment of investment<br>properties | - | 12 | - | - | 12 |
| General<br>and administrative expenses | (655) | (2) | (153) | (210) | (1,020) |
| Selling<br>expenses | (1,272) | - | - | (590) | (1,862) |
| Other<br>operating results, net | 110 | 883 | - | 148 | 1,141 |
| Profit / (loss) from operations | 2,898 | 1,197 | (153) | 487 | 4,429 |
| Share<br>of profit of associates and joint ventures | 62 | - | - | 111 | 173 |
| Segment profit / (loss) | 2,960 | 1,197 | (153) | 598 | 4,602 |
| Investment<br>properties | 3,269 | - | - | - | 3,269 |
| Property,<br>plant and equipment | 19,877 | 171 | - | 699 | 20,747 |
| Investments<br>in associates | 409 | - | - | 293 | 702 |
| Other<br>reportable assets | 8,106 | 313 | - | 1,805 | 10,224 |
| Reportable assets | 31,661 | 484 | - | 2,797 | 34,942 |
| 03.31.19 | |||||
| --- | --- | --- | --- | --- | --- |
| Agricultural production | Land transformation and sales | Corporate | Others | Total Agricultural business | |
| Revenues | 6,177 | - | - | 5,490 | 11,667 |
| Costs | (5,248) | (24) | - | (4,515) | (9,787) |
| Initial recognition and changes in the fair value of biological<br>assets and agricultural products at the point of<br>harvest | 1,423 | - | - | (4) | 1,419 |
| Changes in the net realizable value of agricultural products after<br>harvest | 12 | - | - | - | 12 |
| Gross profit / (loss) | 2,364 | (24) | - | 971 | 3,311 |
| Net<br>gain from fair value adjustment of investment<br>properties | - | (33) | - | - | (33) |
| Gain from disposal of farmlands | - | 87 | - | - | 87 |
| General and administrative expenses | (598) | (1) | (172) | (211) | (982) |
| Selling expenses | (627) | (1) | - | (492) | (1,120) |
| Other operating results, net | 443 | (31) | - | 30 | 442 |
| Profit / (loss) from operations | 1,582 | (3) | (172) | 298 | 1,705 |
| Share<br>of profit of associates and joint ventures | 43 | - | - | (32) | 11 |
| Segment profit / (loss) | 1,625 | (3) | (172) | 266 | 1,716 |
| Investment properties | 2,423 | - | - | - | 2,423 |
| Property, plant and equipment | 20,548 | 70 | - | 722 | 21,340 |
| Investments in associates | 359 | - | - | 45 | 404 |
| Other reportable assets | 9,690 | - | - | 1,314 | 11,004 |
| Reportable assets | 33,020 | 70 | - | 2,081 | 35,171 |
(II)
Urban properties and investments line of business
Below is a summarized analysis of the lines of business of Group’s operations center in Argentina:
| 03.31.20 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Shopping Malls | Offices | Sales and developments | Hotels | International | Corporate | Others | Total | |
| Revenues | 5,345 | 1,730 | 683 | 1,928 | 7 | - | 69 | 9,762 |
| Costs | (434) | (108) | (451) | (1,086) | (8) | - | (71) | (2,158) |
| Gross profit / (loss) | 4,911 | 1,622 | 232 | 842 | (1) | - | (2) | 7,604 |
| Net<br>(loss) / profit from fair value adjustment of investment properties<br>(i) | (3,711) | 3,121 | 2,673 | - | - | - | 362 | 2,445 |
| General and administrative expenses | (620) | (200) | (137) | (279) | (87) | (212) | (89) | (1,624) |
| Selling expenses | (405) | (66) | (168) | (203) | - | - | (8) | (850) |
| Other operating results, net | (47) | (28) | (16) | (11) | (1) | - | 70 | (33) |
| Profit / (Loss) from operations | 128 | 4,449 | 2,584 | 349 | (89) | (212) | 333 | 7,542 |
| Share<br>of profit / (loss) of associates and joint ventures | - | 36 | - | (7) | 648 | - | (412) | 265 |
| Segment profit / (loss) | 128 | 4,485 | 2,584 | 342 | 559 | (212) | (79) | 7,807 |
| Investment and trading properties | 44,747 | 32,340 | 28,162 | - | 95 | - | 1,159 | 106,503 |
| Property, plant and equipment | 223 | 1,033 | - | 1,860 | 189 | - | - | 3,305 |
| Investment in associates and joint ventures | - | - | 499 | - | (7,024) | - | 6,308 | (217) |
| Other reportable assets | 104 | 116 | 769 | 29 | - | - | 86 | 1,104 |
| Reportable assets | 45,074 | 33,489 | 29,430 | 1,889 | (6,740) | - | 7,553 | 110,695 |
Véase nuestro informe de fecha 09/11/18
PRICE WATERHOUSE & Co. S.R.L.
C.P.C.E.C.A.B.A. T° 1 F° 17
20
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
(i) For the nine-month period ended March 31, 2020, the net gain from fair value adjustment of investment properties was Ps. 2,445. The net impact of the values in pesos of our properties was mainly a consequence of the change in macroeconomic conditions:
(a) gain of Ps.19,713 as a consequence of an increase in the projected inflation rate plus GDP, with the resulting increase in the cash flows from shopping malls revenues;
(b) loss of Ps.22,963 due to the conversion to dollars of the projected cash flow in pesos according to the exchange rate estimates used in the cash flow;
(c) an increase of 72 basis points in the discount rate, mainly due to an increase in the country-risk rate component of the WACC discount rate used to discount the cash flow, which led to a decrease in the value of the shopping malls of Ps.2,244.
(d) positive impact of Ps. 14,539 resulting from the conversion into pesos of the value of the shopping malls in dollars based on the exchange rate at the end of the period;
(e) Additionally, due to the impact of the inflation adjustment, Ps. 12,160 were reclassified for shopping malls from “Net gain from fair value adjustment” to “Inflation Adjustment” in the Statement of Income and Other Comprehensive Income.
The value of our office buildings and other rental properties measured in real terms increased by 11.9% during the nine-month period ended as of March 31, 2020, due to a devaluation of the peso which exceeded the period's inflation rate.
| 03.31.19 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Shopping Malls | Offices | Sales and developments | Hotels | International | Corporate | Others | Total | |
| Revenues | 6,311 | 1,539 | 927 | 2,282 | 10 | - | 106 | 11,175 |
| Costs | (517) | (67) | (377) | (1,140) | (4) | - | (110) | (2,215) |
| Gross profit / (loss) | 5,794 | 1,472 | 550 | 1,142 | 6 | - | (4) | 8,960 |
| Net<br>(loss) / profit from fair value adjustment of investment<br>properties | (15,130) | 4,717 | 1,864 | - | 4 | - | (206) | (8,751) |
| General and administrative expenses | (688) | (157) | (185) | (354) | (76) | (393) | (85) | (1,938) |
| Selling expenses | (426) | (70) | (36) | (228) | - | - | (12) | (772) |
| Other operating results, net | (59) | (22) | (200) | 37 | (19) | - | (341) | (604) |
| (Loss) / Profit from operations | (10,509) | 5,940 | 1,993 | 597 | (85) | (393) | (648) | (3,105) |
| Share<br>of loss of associates and joint ventures | - | - | (30) | - | (534) | - | (730) | (1,294) |
| Segment (loss) / profit | (10,509) | 5,940 | 1,963 | 597 | (619) | (393) | (1,378) | (4,399) |
| Investment and trading properties | 70,920 | 33,639 | 26,818 | - | 95 | - | 148 | 131,620 |
| Property, plant and equipment | 245 | 105 | - | 1,950 | 191 | - | 915 | 3,406 |
| Investment in associates and joint ventures | - | - | 396 | - | (4,515) | - | 6,202 | 2,083 |
| Other reportable assets | 109 | 115 | 173 | 24 | - | - | 87 | 508 |
| Reportable assets | 71,274 | 33,859 | 27,387 | 1,974 | (4,229) | - | 7,352 | 137,617 |
Below is a summarized analysis of the lines of business of Group’s operations center in Israel:
| 03.31.20 | |||||||
|---|---|---|---|---|---|---|---|
| Real Estate | Supermarkets | Telecommunications | Insurance | Corporate | Others | Total | |
| Revenues | 9,809 | - | 46,142 | - | - | 1,436 | 57,387 |
| Costs | (4,942) | - | (33,775) | - | - | (427) | (39,144) |
| Gross profit / (loss) | 4,867 | - | 12,367 | - | - | 1,009 | 18,243 |
| Net<br>loss from fair value adjustment of investment<br>properties | (2,585) | - | - | - | - | - | (2,585) |
| General<br>and administrative expenses | (583) | - | (3,892) | - | (779) | (902) | (6,156) |
| Selling<br>expenses | (177) | - | (8,507) | - | - | (326) | (9,010) |
| Impairment of associates | (2,344) | - | - | - | - | - | (2,344) |
| Other<br>operating results, net | 538 | - | 357 | - | (46) | 626 | 1,475 |
| (Loss) / Profit from operations | (284) | - | 325 | - | (825) | 407 | (377) |
| Share<br>of profit / (loss) of associates and joint ventures | 906 | - | (166) | - | - | (18) | 722 |
| Segment profit / (loss) | 622 | - | 159 | - | (825) | 389 | 345 |
| Reportable<br>assets | 128,934 | 23,578 | 122,866 | 4,369 | 15,478 | 97,360 | 392,585 |
| Reportable<br>liabilities | (123,525) | - | (93,688) | - | (95,930) | (36,569) | (349,712) |
| Net reportable assets | 5,409 | 23,578 | 29,178 | 4,369 | (80,452) | 60,791 | 42,873 |
| 03.31.19 | |||||||
| --- | --- | --- | --- | --- | --- | --- | --- |
| Real Estate | Supermarkets | Telecommunications | Insurance | Corporate | Others | Total | |
| Revenues | 10,510 | - | 40,234 | - | - | 1,676 | 52,420 |
| Costs | (6,687) | - | (29,863) | - | - | (707) | (37,257) |
| Gross profit | 3,823 | - | 10,371 | - | - | 969 | 15,163 |
| Net<br>gain from fair value adjustment of investment<br>properties | 386 | - | - | - | - | - | 386 |
| General<br>and administrative expenses | (509) | - | (3,520) | - | (758) | (1,095) | (5,882) |
| Selling<br>expenses | (144) | - | (7,546) | - | - | (335) | (8,025) |
| Other<br>operating results, net | - | - | 288 | - | 323 | 197 | 808 |
| Profit / (Loss) from operations | 3,556 | - | (407) | - | (435) | (264) | 2,450 |
| Share<br>of (loss) / profit of associates and joint ventures | (399) | 504 | - | - | - | (665) | (560) |
| Segment profit / (loss) | 3,157 | 504 | (407) | - | (435) | (929) | 1,890 |
| Reportable<br>assets | 308,160 | 23,627 | 120,948 | 24,035 | 45,919 | 37,696 | 560,385 |
| Reportable<br>liabilities | (239,335) | - | (95,324) | - | (133,277) | (18,162) | (486,098) |
| Net reportable assets | 68,825 | 23,627 | 25,624 | 24,035 | (87,358) | 19,534 | 74,287 |
Véase nuestro informe de fecha 09/11/18
PRICE WATERHOUSE & Co. S.R.L.
21
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
7.
Investments in associates and joint ventures
Changes in the Group’s investments in associates and joint ventures for the nine-month period ended March 31, 2020 and for the year ended June 30, 2019 were as follows:
| 03.31.20 | 06.30.19 | |
|---|---|---|
| Beginning of the period / year | 34,365 | 50,049 |
| Adjustments of previous years (IFRS 9 and IAS 28) | (1,927) | (145) |
| Issuance of capital and contributions | 2,580 | 155 |
| Capital reduction | (101) | (637) |
| Increase of interest in associates and joint ventures | 3,189 | 662 |
| Share of profit / (loss) | 1,349 | (6,753) |
| Other comprehensive income | (1,046) | - |
| Currency translation adjustment | (3,401) | (407) |
| Dividends (i) | (1,752) | (1,645) |
| Sale of associates | - | (6,811) |
| Deconsolidation (iii) | 25,982 | - |
| Reclassification to held-for-sale | (1,963) | - |
| Incorporation by business combination | 1,783 | - |
| Others | 54 | (103) |
| End of the period / year (ii) | 59,112 | 34,365 |
(i)
See Note 28.
(ii)
As of March 31, 2020, and June 30, 2019 includes Ps. (8,467) and (8,217) reflecting interests in companies with negative equity, which were disclosed in “Provisions” (see Note 20)
(iii)
Corresponde al reconocimiento inicial de la inversión residual en Gav-Yam luego de la pérdida de control. Ver Nota 4.
Below is additional information about the Group’s investments in associates and joint ventures:
| Name of the entity | % ownership interest | Value of Group's interest in equity | Group's interest in comprehensive income / (loss) | ||||
|---|---|---|---|---|---|---|---|
| 03.31.20 | 06.30.19 | 03.31.20 | 06.30.19 | 03.31.20 | 03.31.19 | ||
| Associates | |||||||
| New Lipstick (1) | 49.96% | 49.96% | (8,467) | (8,217) | (257) | (856) | |
| BHSA | 29.91% | 29.91% | 3,740 | 4,224 | (486) | (790) | |
| Condor | 18.89% | 18.89% | 1,395 | 1,321 | 103 | 101 | |
| PBEL | 45.00% | 45.40% | - | 1,879 | - | 178 | |
| Shufersal | 26.02% | 26.02% | 23,578 | 21,840 | 1,887 | 2,100 | |
| Mehadrin | N/A | 45.41% | - | 4,598 | - | - | |
| Gav-Yam | 34.90% | N/A | 26,612 | N/A | (4,185) | (171) | |
| TGLT S.A. | 30.50% | N/A | 2,047 | N/A | (17) | - | |
| Quality | 50.00% | 50.00% | 1,996 | 1,774 | 183 | 90 | |
| La Rural S.A. | 50.00% | 50.00% | 179 | 96 | 83 | 79 | |
| Cresca S.A. | 50.00% | 50.00% | - | 19 | (1) | 19 | |
| Other associates and joint ventures | - | - | 8,032 | 6,831 | 638 | (542) | |
| Total associates and joint ventures | 59,112 | 34,365 | (2,052) | 208 | |||
| Name of the entity | Location of business / Country of incorporation | Main activity | Common shares 1 vote | Last financial statement issued | |||
| --- | --- | --- | --- | --- | --- | --- | |
| Share capital (nominal value) | Profit / (loss) for the period | Shareholders' equity | |||||
| New Lipstick (1) | U.S. | Real estate | N/A | - | (*)<br>17 | (*)<br>(198) | |
| BHSA | Argentina | Financing | 448,689,072 | (***)<br>1,500 | (***) (498) | (***)<br>12,955 | |
| Condor | U.S. | Hotel | 2,245,100 | (*)<br>232 | (*)<br>(2) | (*)<br>86 | |
| PBEL | India | Real estate | (**)<br>1 | (**)<br>(2) | (**)<br>- | (**)<br>3,254 | |
| Shufersal | Israel | Retail | 123,917,650 | (**)<br>242 | (**)<br>220 | (**)<br>1,834 | |
| Mehadrin | Israel | Agricultural | N/A | N/A | N/A | N/A | |
| Gav-Yam | Israel | Real estate | N/A | N/A | (**)<br>328 | (**)<br>3,596 | |
| TGLT S.A. | Argentina | Real estate | 279,502,813 | 925 | (27) | 5,958 | |
| Quality | Argentina | Real<br>estate | 163,039,244 | 326 | 366 | 3,932 | |
| La Rural S.A. | Argentina | Organization<br>of events | 714,498 | 1 | 175 | 273 |
(1)
In March 2020, Metropolitan, a subsidiary of New Lipstick, received the cancellation of its debt with the Royal Bank of Canada, without any consideration. Said cancellation generated a positive result in Metropolitan of US $ 40 (the Group having recorded a result of US $ 20 according to the ownership of this investment). As of March 31, after giving effect to the aforementioned gain, the net liability exposure held by IRSA at the end of the period in said company is 2,538 (disclosed in liabilities and currency translation adjustment reserve).
(2)
Additionally, 21,600,000 preferred class A shares and 24,948,798 preferred class B shares were subscribed, subject to conversion. As of the date of issuance of these financial statements, these preferred shares have not yet been converted.
(*)
Amounts in millions of US Dollars under USGAAP. Condor’s year-end falls on December 31, so the Group estimates their interest with a three-monthlag, including material adjustments, if any.
(**)
Amounts in millions of NIS.
(***)
Information as of March 31, 2020 according to BCRA's standards.
Puerto Retiro (joint venture):
There have been no changes to what was informed in Note 8 to the Annual Financial Statements.
Véase nuestro informe de fecha 09/11/18
PRICE WATERHOUSE & Co. S.R.L.
C.P.C.E.C.A.B.A. T° 1 F° 17
22
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
8.
Investment properties
Changes in the Group’s investment properties for the nine-month period ended March 31, 2020 and for the year ended June 30, 2019 were as follows:
| Leased out farmland | Rental properties | Underdeveloped parcels of land | Properties under development | Others | Total as of 03.31.20 | Total as of 06.30.19 | |
|---|---|---|---|---|---|---|---|
| Fair value at the beginning of the period / year | 2,499 | 277,443 | 27,054 | 10,732 | 200 | 317,928 | 345,125 |
| Adjustments of previous years (IFRS 15) | - | 405 | - | - | - | 405 | - |
| Additions | - | 1,156 | - | 2,338 | 1 | 3,495 | 11,019 |
| Capitalized finance costs | - | - | - | - | - | - | 221 |
| Capitalized leasing costs | - | 19 | - | - | - | 19 | 15 |
| Amortization of capitalized<br>leasing costs (i) | - | (12) | - | - | - | (12) | (12) |
| Transfers | 1,329 | (21,247) | (1,704) | (597) | - | (22,219) | 1,883 |
| Incorporation by business<br>combination | - | 232 | - | - | - | 232 | - |
| Deconsolidation | - | (137,197) | (7,739) | (4,532) | - | (149,468) | - |
| Disposals | - | (11,664) | (369) | - | - | (12,033) | (5,502) |
| Currency translation adjustment | (571) | 37,401 | 1,558 | 1,144 | - | 39,532 | (2,793) |
| Net gain / (loss) from fair value adjustment | 12 | (2,856) | 2,166 | 241 | 54 | (383) | (32,028) |
| Fair value at the end of the period / year | 3,269 | 143,680 | 20,966 | 9,326 | 255 | 177,496 | 317,928 |
(i)
Amortization charges of capitalized leasing costs were included in “Costs” in the Statements of Income (Note 25).
The following amounts have been recognized in the Statements of Income:
| 03.31.20 | 03.31.19 | |
|---|---|---|
| Rental and services income | 15,743 | 16,493 |
| Direct operating expenses | (5,696) | (5,721) |
| Development expenses | (70) | (4,110) |
| Net unrealized loss from fair value adjustment of investment<br>properties | (383) | (9,601) |
Valuation techniques are described in Note 9 to the Annual Financial Statements. There were no changes to such techniques. The Group has reassessed the assumptions March 31, 2020, considering the market conditions existing at that date due to the pandemic described in Note 30, incorporating the effect of the variation in the exchange rate in other assets denominated in US Dollars.
9.
Property, plant and equipment
Changes in the Group’s property, plant and equipment for the nine-month period ended March 31, 2020 and for the year ended June 30, 2019 were as follows:
| Owner occupied farmland | Bearer plant | Buildings and facilities | Machinery and equipment | Communication networks | Others | Total as of 03.31.20 | Total as of 06.30.19 | |
|---|---|---|---|---|---|---|---|---|
| Costs | 19,453 | 1,877 | 12,600 | 2,450 | 86,657 | 12,228 | 135,265 | 126,906 |
| Accumulated<br>depreciation | (1,960) | (549) | (6,928) | (1,613) | (66,162) | (6,706) | (83,918) | (77,489) |
| Net book amount at the beginning of the period / year | 17,493 | 1,328 | 5,672 | 837 | 20,495 | 5,522 | 51,347 | 49,417 |
| Adjustments of previous years (IFRS 15) | - | - | - | - | - | - | - | 8,563 |
| Additions | 381 | 222 | 325 | 75 | 2,885 | 1,136 | 5,024 | (481) |
| Disposals | (57) | - | (60) | (5) | (3,032) | (56) | (3,210) | - |
| Deconsolidation | - | - | (401) | (564) | - | (42) | (1,007) | - |
| Assets<br>incorporated by business combinations | 7,105 | - | 1,783 | 375 | - | 315 | 9,578 | - |
| Currency<br>translation adjustment | (1,166) | (198) | 151 | 126 | 1,340 | 565 | 818 | (1,261) |
| Transfers | (1,267) | (2) | (260) | (33) | 357 | (357) | (1,562) | 1,538 |
| Depreciation<br>charges (i) | (185) | (199) | (368) | (77) | (3,408) | (1,195) | (5,432) | (6,429) |
| Balances at the end of the period / year | 22,304 | 1,151 | 6,842 | 734 | 18,637 | 5,888 | 55,556 | 51,347 |
| Costs | 23,909 | 1,739 | 11,337 | 2,403 | 86,459 | 10,952 | 136,799 | 135,265 |
| Accumulated<br>depreciation | (1,605) | (588) | (4,495) | (1,669) | (67,822) | (5,064) | (81,243) | (83,918) |
| Net book amount at the end of the period / year | 22,304 | 1,151 | 6,842 | 734 | 18,637 | 5,888 | 55,556 | 51,347 |
(i)
Amortization charge was recognized in the amount of Ps. 4,185 under "Costs", in the amount of Ps. 667 under "General and administrative expenses" and Ps. 97 under "Selling expenses" as of March 31, 2020, in the Statements of Income (Note 25) and Ps. 483 were capitalized as part of the cost of the biological assets
Véase nuestro informe de fecha 09/11/18
PRICE WATERHOUSE & Co. S.R.L.
23
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
10.
Trading properties
Changes in the Group’s trading properties for the nine-month period ended March 31, 2020 and for the year ended June 30, 2019 were as follows:
| Completed properties | Properties under development | Undeveloped sites | Total as of 03.31.20 | Total as of 06.30.19 | |
|---|---|---|---|---|---|
| Beginning of the period / year | 1,820 | 2,997 | 3,133 | 7,950 | 20,959 |
| Adjustment previous periods (IFRS 15) | - | - | - | - | (7,901) |
| Additions | 24 | 1,299 | 415 | 1,738 | 3,478 |
| Capitalized<br>finance costs | - | 93 | - | 93 | 16 |
| Currency<br>translation adjustment | 109 | (8) | 165 | 266 | (1,281) |
| Transfers | 171 | (140) | (31) | - | 50 |
| Impairment | - | - | - | - | (43) |
| Deconsolidation | - | (147) | - | (147) | - |
| Disposals | (943) | (2,651) | (52) | (3,646) | (7,328) |
| End of the period / year | 1,181 | 1,443 | 3,630 | 6,254 | 7,950 |
| Non-current | 4,319 | 7,454 | |||
| Current | 1,935 | 496 | |||
| Total | 6,254 | 7,950 |
11.
Intangible assets
Changes in the Group’s intangible assets for the nine-month period ended March 31, 2020 and for the year ended June 30, 2019 were as follows:
| Goodwill | Trademarks | Licenses | Customer relations | Information systems and software | Contracts and others | Total as of 03.31.20 | Total as of 06.30.19 | |
|---|---|---|---|---|---|---|---|---|
| Costs | 6,388 | 6,704 | 9,131 | 14,333 | 7,982 | 8,534 | 53,072 | 50,519 |
| Accumulated<br>amortization | - | (519) | (6,946) | (11,342) | (4,325) | (5,249) | (28,381) | (23,951) |
| Net book amount at the beginning of the period / year | 6,388 | 6,185 | 2,185 | 2,991 | 3,657 | 3,285 | 24,691 | 26,568 |
| Additions | - | - | - | - | 1,192 | 2,263 | 3,455 | 3,545 |
| Disposals | - | - | - | - | (113) | - | (113) | (58) |
| Deconsolidation | (3,092) | - | - | - | (21) | - | (3,113) | - |
| Transfers | 1 | - | - | - | 13 | - | 14 | - |
| Assets<br>incorporated by business combination | 60 | - | - | 36 | 18 | - | 114 | 30 |
| Currency<br>translation adjustment | 1,882 | 433 | 143 | 170 | 245 | 200 | 3,073 | (789) |
| Impairment | - | - | - | - | - | - | - | (175) |
| Amortization<br>charges (i) | - | (82) | (196) | (866) | (1,227) | (976) | (3,347) | (4,430) |
| Balances at the end of the period / year | 5,239 | 6,536 | 2,132 | 2,331 | 3,764 | 4,772 | 24,774 | 24,691 |
| Costs | 5,239 | 7,177 | 9,622 | 20,552 | 6,732 | 11,294 | 60,616 | 53,072 |
| Accumulated<br>amortization | - | (641) | (7,490) | (18,221) | (2,968) | (6,522) | (35,842) | (28,381) |
| Net book amount at the end of the period / year | 5,239 | 6,536 | 2,132 | 2,331 | 3,764 | 4,772 | 24,774 | 24,691 |
(i)
Amortization charge was recognized in the amount of Ps. 190 under "Costs", in the amount of Ps. 1,157 under "General and administrative expenses" and Ps. 2,000 under "Selling expenses" as of March 31, 2020 in the Statements of Income (Note 25).
12.
Right-of-use assets
The Group’s right-of-use assets as of March 31, 2020 and June 30, 2019 are the following:
| 03.31.20 | 06.30.19 | |
|---|---|---|
| Farmland | 1,761 | - |
| Offices,<br>shopping malls and other buildings | 6,838 | - |
| Communication<br>networks | 9,865 | - |
| Machinery<br>and equipment | 40 | - |
| Others | 1,218 | - |
| Right-of-use assets | 19,722 | - |
| Non-current | 19,722 | |
| Total | 19,722 |
Véase nuestro informe de fecha 09/11/18
PRICE WATERHOUSE & Co. S.R.L.
24
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
The depreciation charge of the right-of use-assets is detailed below:
| 03.31.20 | 03.31.19 | |
|---|---|---|
| Farmland | 56 | - |
| Offices,<br>shopping malls and other buildings | 397 | - |
| Communication<br>networks | 2,293 | - |
| Others | 646 | - |
| Depreciation charge of right-of-use assets | 3,392 | - |
13.
Biological assets
Changes in the Group’s biological assets and their allocation to the fair value hierarchy nine-month period ended March 31, 2020 and for the year ended June 30, 2019 were as follows:
| Agricultural business | ||||||||
|---|---|---|---|---|---|---|---|---|
| Sown land-crops | Sugarcane fields | Breeding cattle and cattle for sale | Other cattle | Others | Total as of 03.31.20 | Total as of 06.30.19 | ||
| Level 1 | Level 3 | Level 3 | Level 2 | Level 2 | Level 1 | |||
| Net book amount at the beginning of the period / year | 133 | 1,671 | 1,038 | 2,249 | 191 | 32 | 5,314 | 3,836 |
| Purchases | - | - | - | 164 | 104 | - | 268 | 446 |
| Changes by transformation | (137) | 137 | - | - | - | - | - | - |
| Initial recognition and changes in the fair value of biological<br>assets (i) | - | 1,533 | 1,088 | (11) | 79 | - | 2,689 | 2,171 |
| Decrease due to harvest | - | (4,885) | (2,572) | - | - | - | (7,457) | (9,275) |
| Sales | - | - | - | (1,027) | (1) | - | (1,028) | (674) |
| Consumes | - | - | - | (3) | (298) | (5) | (306) | (374) |
| Costs for the period /<br>year | 227 | 5,519 | 1,678 | 741 | - | 5 | 8,170 | 9,243 |
| Addition | - | 70 | - | - | - | - | 70 | - |
| Foreign exchange gain | (167) | (186) | (195) | (50) | - | - | (598) | (59) |
| Balances at the end of the period / year | 56 | 3,859 | 1,037 | 2,063 | 75 | 32 | 7,122 | 5,314 |
| - | - | |||||||
| Non-current (Production) | - | - | - | 1,519 | 20 | 32 | 1,571 | 1,713 |
| Current (Consumable) | 56 | 3,859 | 1,037 | 544 | 55 | - | 5,551 | 3,601 |
| Net book amount at the end of the period / year | 56 | 3,859 | 1,037 | 2,063 | 75 | 32 | 7,122 | 5,314 |
(i)
Biological assets with a production cycle of more than one year (that is, cattle) generated “Initial recognition and changes in fair value of biological assets” amounting to Ps. (68) and Ps. 96 for the nine-month periods ended March 31, 2020 and for the fiscal year ended June 30, 2019, respectively; amounts of Ps. 121 and Ps. (90), was attributable to price changes, and amounts of Ps. (53) and Ps. 186, was attributable to physical changes, respectively.
During the nine-month period ended March 31, 2020, there were transfers between the fair value hierarchies 1 and 3 of grain seeding (due to the degree of phenological growth of the crop) for Ps. 137. There were also no reclassifications between categories thereof.
The fair value less estimated point of sale costs of agricultural produce at the point of harvest (which have been harvested during the period) amount to Ps. (7,468) and Ps. (9,291) for the nine-month period ended March 31, 2020 and the year ended June 30, 2019, respectively.
See information on valuation processes used by the entity in Note 13 to the Annual Financial Statements.
As of March 31, 2020, and June 30, 2019, the better and maximum use of biological assets shall not significantly differ from the current use.
14.
Inventories
Breakdown of Group’s inventories as of March 31, 2020 and June 30, 2019 are as follows:
| 03.31.20 | 06.30.19 | |
|---|---|---|
| Crops | 973 | 2,779 |
| Materials<br>and supplies | 1,544 | 1,315 |
| Seeds<br>and fodders | - | 285 |
| Beef | 232 | 141 |
| Agricultural inventories | 2,749 | 4,520 |
| Telephones<br>and other communication equipment | 1,349 | 1,556 |
| Fruit | 2,375 | - |
| Total inventories | 6,473 | 6,076 |
11/18.L.
25
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
15.
Financial instruments by category
Determining fair values
The present note shows the financial assets and financial liabilities by category of financial instrument and a reconciliation to the corresponding line in the Consolidated Statements of Financial Position, as appropriate. Financial assets and liabilities measured at fair value are assigned based on their different levels in the fair value hierarchy. For further information related to fair value hierarchy refer to Note 15 to the Annual Financial Statements.
Financial assets and financial liabilities as of March 31, 2020 are as follows:
| Financial assets at amortized cost | Financial assets at fair value through profit or<br>loss | Subtotal financial assets | Non-financial assets | Total | |||
|---|---|---|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | |||||
| March 31, 2020 | |||||||
| Assets as per Statement of Financial Position | |||||||
| Trade<br>and other receivables (excluding the allowance for doubtful<br>accounts and other receivables) (Note 16) | 54,730 | - | - | - | 54,730 | 13,779 | 68,509 |
| Investment<br>in financial assets: | |||||||
| -<br>Public companies’ securities | - | 519 | 210 | - | 729 | - | 729 |
| -<br>Private companies’ securities | - | - | - | 2,514 | 2,514 | - | 2,514 |
| -<br>Deposits | 972 | 52 | - | - | 1,024 | - | 1,024 |
| -<br>Bonds | - | 16,386 | 2,011 | - | 18,397 | - | 18,397 |
| -<br>Mutual funds | - | 9,637 | - | - | 9,637 | - | 9,637 |
| -Others | - | 2,020 | 612 | 356 | 2,988 | - | 2,988 |
| Derivative<br>financial instruments: | |||||||
| -<br>Crops options contracts | - | - | - | - | - | - | - |
| -<br>Crops futures contracts | - | 163 | - | - | 163 | - | 163 |
| -<br>Foreign-currency options contracts | - | 45 | - | - | 45 | - | 45 |
| -<br>Foreign-currency future contracts | - | 10 | 37 | - | 47 | - | 47 |
| -<br>Swaps | - | - | 16 | - | 16 | - | 16 |
| - Warrants | - | - | - | 121 | 121 | - | 121 |
| -<br>Others | 52 | - | 17 | - | 69 | - | 69 |
| Restricted<br>assets (i) | 7,397 | - | - | - | 7,397 | - | 7,397 |
| Financial<br>assets held for sale | |||||||
| -<br>Clal | - | 4,369 | - | - | 4,369 | - | 4,369 |
| Cash<br>and cash equivalents (excluding bank overdrafts): | |||||||
| -<br>Cash on hand and at bank | 12,707 | - | - | - | 12,707 | - | 12,707 |
| -<br>Short-term investments | 44,677 | 3,005 | - | - | 47,682 | - | 47,682 |
| Total assets | 120,535 | 36,206 | 2,903 | 2,991 | 162,635 | 13,779 | 176,414 |
| Financial liabilities at amortized cost | Financial liabilities at fair value through profit or<br>loss | Subtotal financial liabilities | Non-financial liabilities | Total | |||
| --- | --- | --- | --- | --- | --- | --- | --- |
| Level 1 | Level 2 | Level 3 | |||||
| March 31, 2020 | |||||||
| Liabilities as per Statement of Financial Position | |||||||
| Trade<br>and other payables (Note 18) | 27,842 | - | - | - | 27,842 | 4,938 | 32,780 |
| Borrowings<br>(excluding finance lease liabilities) (Note 21) | 359,848 | - | - | - | 359,848 | - | 359,848 |
| Derivative<br>financial instruments: | |||||||
| -<br>Crops options contracts | - | 49 | - | - | 49 | - | 49 |
| -<br>Crops futures contracts | - | 7 | - | - | 7 | - | 7 |
| -<br>Foreign-currency options contracts | - | 21 | - | - | 21 | - | 21 |
| -<br>Foreign-currency contracts | - | 94 | 52 | - | 146 | - | 146 |
| -<br>Swaps | - | - | 56 | - | 56 | - | 56 |
| -<br>Forwards | - | - | 35 | - | 35 | - | 35 |
| -<br>Others | 17 | - | 1,162 | - | 1,179 | - | 1,179 |
| Total liabilities | 387,707 | 171 | 1,305 | - | 389,183 | 4,938 | 394,121 |
26
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Financial assets and financial liabilities as of June 30, 2019 were as follows:
| Financial assets at amortized cost (i) | Financial assets at fair value through profit or<br>loss | Subtotal financial assets | Non-financial assets | Total | |||
|---|---|---|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | |||||
| June 30, 2019 | |||||||
| Assets as per Statement of Financial Position | |||||||
| Trade<br>and other receivables (excluding the allowance for doubtful<br>accounts and other receivables) (Note 16) | 46,825 | - | - | - | 46,825 | 12,847 | 59,672 |
| Investment<br>in financial assets: | |||||||
| -<br>Equity securities in public companies | - | 1,297 | 187 | - | 1,484 | - | 1,484 |
| -<br>Equity securities in private companies | - | - | - | 2,477 | 2,477 | - | 2,477 |
| -<br>Deposits | 5,031 | 48 | - | - | 5,079 | - | 5,079 |
| -<br>Bonds | - | 21,287 | 1,440 | 917 | 23,644 | - | 23,644 |
| -<br>Mutual funds | - | 9,764 | - | - | 9,764 | - | 9,764 |
| -<br>Others | - | 3,236 | 591 | 475 | 4,302 | - | 4,302 |
| Derivative<br>financial instruments: | |||||||
| -<br>Crops futures contracts | - | 12 | - | - | 12 | - | 12 |
| -<br>Swaps | - | - | 15 | - | 15 | - | 15 |
| - Warrants | - | - | - | 129 | 129 | - | 129 |
| -<br>Crops options contracts | - | 43 | - | - | 43 | - | 43 |
| -<br>Foreign-currency options contracts | - | 41 | - | - | 41 | - | 41 |
| -<br>Foreign-currency future contracts | - | 3 | 39 | - | 42 | - | 42 |
| -<br>Others | - | - | 16 | - | 16 | - | 16 |
| Restricted<br>assets (ii) | 10,256 | - | - | - | 10,256 | - | 10,256 |
| Financial<br>assets held for sale | |||||||
| -<br>Clal | - | 21,483 | - | - | 21,483 | - | 21,483 |
| Cash<br>and cash equivalents (excluding bank overdrafts): | |||||||
| -<br>Cash on hand and at bank | 9,625 | - | - | - | 9,625 | - | 9,625 |
| -<br>Short-term investments | 71,054 | 4,070 | - | - | 75,124 | - | 75,124 |
| Total assets | 142,791 | 61,284 | 2,288 | 3,998 | 210,361 | 12,847 | 223,208 |
| Financial liabilities at amortized cost | Financial liabilities at fair value through profit or<br>loss | Subtotal financial liabilities | Non-financial liabilities | Total | |||
| --- | --- | --- | --- | --- | --- | --- | --- |
| Level 1 | Level 2 | Level 3 | |||||
| June 30, 2019 | |||||||
| Liabilities as per Statement of Financial Position | |||||||
| Trade<br>and other payables (Note 18) | 25,095 | - | - | - | 25,095 | 8,243 | 33,338 |
| Borrowings<br>(excluding finance lease liabilities) (Note 21) | 453,428 | - | - | - | 453,428 | - | 453,428 |
| Derivative<br>financial instruments: | |||||||
| -<br>Crops futures contracts | - | 98 | - | - | 98 | - | 98 |
| -<br>Foreign-currency contracts | - | 34 | - | - | 34 | - | 34 |
| -<br>Crops options contracts | - | 84 | - | - | 84 | - | 84 |
| -<br>Swaps | - | - | 182 | - | 182 | - | 182 |
| -<br>Others | - | - | 1,182 | 65 | 1,247 | - | 1,247 |
| Total liabilities | 478,523 | 216 | 1,364 | 65 | 480,168 | 8,243 | 488,411 |
(i)
Corresponds to deposits in guarantee and escrows
The fair value of financial assets and liabilities at their amortized cost does not differ significantly from their book value, except for borrowings (Note 21). The fair value of payables approximates their respective carrying amounts because, due to their short-term nature, the effect of discounting is not considered significant. Fair values are based on discounted cash flows (Level 3).
The valuation models used by the Group for the measurement of Level 2 and Level 3 instruments are no different from those used as of June 30, 2019, except for what is mentioned in Note 34.
As of March 31, 2020, there have been no changes to the economic or business circumstances affecting the fair value of the financial assets and liabilities of the Group.
27
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
The Group 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. When no quoted prices are available in an active market, fair values (particularly with derivatives) are based on recognized valuation methods.
| Description | Pricing model / method | Parameters | Fair value hierarchy | Range |
|---|---|---|---|---|
| Promissory<br>note | Theoretical price | Acquisition<br>agreement. | Level 2 | - |
| Investments<br>in financial assets - Other private companies’<br>securities | Cash flow / NAV - Theoretical price | Projected revenue<br>discounted at the discount rate /<br><br><br>The<br>value is calculated in accordance with shares in the equity funds<br>on the basis of their Financial Statements, based on fair value or<br>investments assessments. | Level<br>3 | 1 -<br>3.5 |
| Investments<br>in financial assets - Others | Discounted cash flow - Theoretical price | Projected revenue<br>discounted at the discount rate /<br><br><br>The<br>value is calculated in accordance with shares in the equity funds<br>on the basis of their Financial Statements, based on fair value or<br>investment assessments. | Level<br>3 | 1 -<br>3.5 |
| Derivative<br>financial instruments – Forwards | Theoretical price | Underlying asset price and volatility | Level 2<br>and 3 | - |
The following table presents the changes in Level 3 instruments as of March 31, 2020 and June 30, 2019:
| Derivative financial instruments – Others | Investments in financial assets - Private<br>companies | Investments in financial assets - Others | Derivative financial instruments –<br>Warrants | Total as of 03.31.20 | Total as of 06.30.19 | |
|---|---|---|---|---|---|---|
| Balances at beginning of the period / year | (65) | 2,477 | 1,392 | 129 | 3,933 | 4,374 |
| Additions and acquisitions | - | 16 | - | - | 16 | 163 |
| Transfer to level 1 | - | - | - | (4) | (4) | 56 |
| Currency translation adjustment | (5) | 121 | 72 | (23) | 165 | (71) |
| Write off | - | - | (917) | - | (917) | - |
| Gain / (loss) for the period / year (i) | 70 | (100) | (191) | 19 | (202) | (589) |
| Balances at the end of the period / year | - | 2,514 | 356 | 121 | 2,991 | 3,933 |
(i) Included within “Financial results, net” in the Statements of Income.
16.
Trade and other receivables
Group’s trade and other receivables as of March 31, 2020 and June 30, 2019 are as follows:
| 03.31.20 | 06.30.19 | |
|---|---|---|
| Trade,<br>leases and services receivable | 41,351 | 40,609 |
| Less:<br>allowance for doubtful accounts | (2,991) | (2,568) |
| Total trade receivables | 38,360 | 38,041 |
| Prepayments | 10,904 | 8,031 |
| Borrowings,<br>deposits and others | 7,743 | 3,978 |
| Guarantee<br>deposits | 2 | 3 |
| Tax<br>receivables | 1,650 | 1,549 |
| Others | 6,859 | 5,502 |
| Total other receivables | 27,158 | 19,063 |
| Total trade and other receivables | 65,518 | 57,104 |
| Non-current | 24,710 | 20,616 |
| Current | 40,808 | 36,488 |
| Total | 65,518 | 57,104 |
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 3).
28
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Movements on the Group’s allowance for doubtful accounts were as follows:
| 03.31.20 | 06.30.19 | |
|---|---|---|
| Beginning of the period / year | 2,568 | 1,766 |
| Adjustments<br>previous periods (IFRS 9) | - | 184 |
| Additions<br>(i) | 618 | 765 |
| Recovery<br>(i) | (114) | (88) |
| Currency<br>translation adjustment | 607 | 616 |
| Deconsolidation | (19) | - |
| Receivables<br>written off during the period / year as uncollectable | (510) | (448) |
| Inflation<br>adjustment | (140) | (227) |
| Transfers<br>to assets held for sale | (19) | - |
| End of the period / year | 2,991 | 2,568 |
(i)
The creation and release of the allowance for doubtful accounts have been included in “Selling expenses” in the Statement of Income (Note 25).
17. Cash flow information
Following is a detailed description of cash flows generated by the Group’s operations for the nine-month periods ended March 31, 2020 and 2019:
| Note | 03.31.20 | 03.31.19 | |
|---|---|---|---|
| Profit / (Loss) for the period | (7,421) | (14,523) | |
| Profit from discontinued operations | (17,180) | (3,680) | |
| Adjustments for: | |||
| Income tax | 22 | 3,302 | (3,204) |
| Amortization and depreciation | 25 | 11,716 | 7,945 |
| (Gain) / Loss from disposal of property, plant and<br>equipment | - | (1) | |
| Net (gain) / loss from fair value adjustment of investment<br>properties | 383 | 8,490 | |
| Share-based compensation | 133 | 47 | |
| Changes in the fair value of investments in financial<br>assets | (517) | - | |
| Gain from business combinations | (1,615) | - | |
| Gain from disposal of intangible assets | - | (13) | |
| Gain from disposal of subsidiary and associates | - | (896) | |
| Gain from disposal of trading properties | - | (572) | |
| Impairment associates | 2,344 | 301 | |
| Impairment of goodwill | - | 175 | |
| Financial results, net | 33,348 | 14,680 | |
| Provisions and allowances | 636 | 1,170 | |
| Share of loss / (profit) of associates and joint<br>ventures | (1,307) | 1,941 | |
| Loss from revaluation of receivables arising from the sale of<br>farmland | - | 101 | |
| (Gain) / Loss from repurchase of Non-convertible Notes | 1 | (19) | |
| Changes in net realizable value of agricultural products after<br>harvest | (352) | (12) | |
| Unrealized initial recognition and changes in fair value of<br>biological assets and agricultural products at the point of<br>harvest | (3,331) | (1,959) | |
| Unrealized gain from derivative financial instruments | (164) | (135) | |
| Other operating results | 28 | 3 | |
| Gain from disposal of farmlands | (323) | (87) | |
| Changes in operating assets and liabilities: | |||
| Decrease / (Increase) in inventories | 2,121 | (537) | |
| Decrease in trading properties | 976 | 781 | |
| Decrease / (Increase) in biological assets | 1,848 | (759) | |
| Increase in restricted assets | (1,038) | (193) | |
| Decrease in trade and other receivables | 8,608 | 1,934 | |
| Decrease in trade and other payables | (6,769) | (3,020) | |
| Increase / (Decrease) in salaries and social security<br>liabilities | (473) | (434) | |
| Decrease in provisions | (798) | (305) | |
| Increase in lease liabilities | 42 | - | |
| Net variation in derivative financial instruments | 80 | 139 | |
| Decrease in right of use | (515) | - | |
| Net cash generated by continuing operating activities before income<br>tax paid | 23,763 | 7,358 | |
| Net cash generated by discontinued operating activities before<br>income tax paid | 2,566 | 4,523 | |
| Net cash generated by operating activities before income tax<br>paid | 26,329 | 11,881 |
29
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
The following table presents a detail of significant non-cash transactions occurred in the nine-month periods ended March 31, 2020 and 2019:
| 03.31.20 | 03.31.19 | |
|---|---|---|
| Dividends not collected | (54) | (4) |
| Distribution of dividends at non-controlling interest pending<br>payment | 746 | 2,567 |
| Distribution of dividends in shares | 562 | - |
| Increase in investment properties through an increase in<br>borrowings | - | 34 |
| Increase in investment properties through a decrease in financial<br>assets | 596 | - |
| Decrease in investment in associates and joint ventures through a<br>decrease in borrowings | 20 | - |
| Increase in property, plant and equipment through a decrease in<br>investment property | - | 19 |
| Increase in property, plant and equipment through an increase in<br>trade and other payables | 871 | 1,385 |
| Increase of properties for sale through an increase in<br>borrowings | 94 | 99 |
| Increase of trading properties for sale through a decrease in<br>investment properties | - | 811 |
| Increase in intangible assets through an increase in trade and<br>other payables | 522 | 313 |
| Increase in intangible assets through a decrease in trading<br>properties | - | 1 |
| Increase of rights of use through a decrease of property, plant and<br>equipment | 1,271 | - |
| Decrease in participation in subsidiaries, associates and joint<br>ventures due to transient conversion differences | (3,401) | (1,149) |
| Increase in investments in associates and joint ventures through a<br>decrease in borrowings | - | 7 |
| Increase in investments in associates and joint ventures through a<br>decrease in investments in financial assets | 793 | - |
| Increase in investments in associates and joint ventures from an<br>increase in trade and other payables | (5) | - |
| Increase in investment in associates and joint ventures through an<br>increase in trade and other receivables | - | 1,097 |
| Increase in investment in associates and joint ventures through a<br>decrease in equity | - | 147 |
| Increase in investments in financial assets through a decrease in<br>investments in associates and joint ventures | 27 | - |
| Increase in trade and other receivables through a decrease in<br>investments in associates and joint ventures | - | 411 |
| Increase in trade and other receivables through increased<br>investment in associates and joint ventures | - | 7 |
| Decrease in borrowings through a decrease in financial<br>assets | 2,329 | - |
The following table shows the incorporation of balances by business combination / deconsolidation or reclassification to held for sale:
| 03.31.20 | |
|---|---|
| Investment properties | (232) |
| Property, plant and equipment | (9,578) |
| Intangible assets | (54) |
| Investments in associates and joint ventures | (1,783) |
| Deferred income tax | (43) |
| Trade and other receivables | (9,468) |
| Income tax and MPIT credits | (139) |
| Right of use | (3,814) |
| Derivative financial instruments | (35) |
| Biological assets | (70) |
| Inventories | (2,396) |
| Restricted assets | (156) |
| Financial assets held for sale | (344) |
| Trade and other payables | 4,686 |
| Salaries and social security liabilities | 232 |
| Borrowings | 8,775 |
| Provisions | 55 |
| Income tax and MPIT liabilities | 26 |
| Deferred income tax liabilities | 1,364 |
| Lease liabilities | 2,011 |
| Employee benefits | 121 |
| Net amount of non-cash assets incorporated / held for<br>sale | (10,842) |
| Cash and cash<br>equivalents | 5,961 |
| Non-controlling interest | 7,063 |
| Bargain purchase<br>gain | (357) |
| Key pending<br>allocation | 60 |
| Net cash incorporated | 1,885 |
18.
Trade and other payables
Group’s trade and other payables as of March 31, 2020 and June 30, 2019 were as follows:
| 03.31.20 | 06.30.19 | |
|---|---|---|
| Trade<br>payables | 19,798 | 18,669 |
| Advances<br>from sales, leases and services | 1,861 | 6,080 |
| Construction<br>obligations | 572 | 1,263 |
| Accrued<br>invoices | 1,218 | 1,618 |
| Deferred<br>income | 104 | - |
| Admission<br>fees | 1,104 | - |
| Deposits<br>in guarantee | 165 | - |
| Total trade payables | 24,822 | 27,630 |
| Dividends<br>payable to non-controlling interests | 746 | 540 |
| Taxes<br>payable | 1,193 | 1,286 |
| Construction<br>provisions | - | 1,377 |
| Others | 6,019 | 2,505 |
| Total other payables | 7,958 | 5,708 |
| Total trade and other payables | 32,780 | 33,338 |
| Non-current | 3,209 | 2,686 |
| Current | 29,571 | 30,652 |
| Total | 32,780 | 33,338 |
..P.C.E.C.A.B.A. T° 1 F° 17
30
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
19.
Equity
Shareholders’ meeting
On October 30, 2019, the annual meeting of shareholders of Cresud was held, which has approved: (i) absorb accumulated losses as of June 30, 2019 with the special reserve and the special reserve RG 609/12 and (ii) approve the distribution of up to 13,000,000 treasury shares ratably according to the shareholders’ shareholding interests.
On the other hand, resolved among other points, approve:
-
a stock capital increase for up to a par value of Ps.180,000,000, through the issuance of up to 180,000,000 common book-entry shares of Ps.1 par value each and entitled to one vote per share, equivalent to 33.49% of the current stock capital,
-
implementation of incentive plan for employees, management and directors, without issue premium, for up to 1% of the stock capital in effect as of the time of execution of the plan.
-
Delegate to the Board the implementation of the measures mentioned above.
Buyback plan of Cresud shares
On August 21, 2019, the Board of Directors of Cresud approved a new repurchase of the securities issued by the Company and established the terms and conditions for the acquisition of own shares issued by the Company, under the terms of Article 64 of the Law Nº 26,831 and CNV regulations, for up to a maximum amount of Ps. 300 and up to 10% of the share capital in the form of ordinary shares or ADS, up to a daily limit of up to 25% of the average volume of transactions Daily that the shares of the Company have experienced, jointly in the markets that it quotes, during the previous 90 business days, and a maximum of up to US $ 10.00 per ADS and up to a maximum value in pesos equivalent to the maximum price per ADS divided by 10 and multiplied by the value of the quotation at the buyer's exchange rate of the Banco de la Nación Argentina in force at the time of each purchase. Likewise, the repurchase term was set, up to 120 days, beginning the day following the date of publication of the information in the Daily Bulletin of the Buenos Aires Stock Exchange.
As of the date of issuance of these financial statements, the Company has not repurchased shares through this plan.
20.
Provisions
The table below shows the movements in the Group's provisions categorized by type:
| Legal claims (i) | Investments in associates and joint ventures<br>(ii) | Sited dismantling and remediation | Other provisions | Total as of 03.31.20 | Total as of 06.30.19 | |
|---|---|---|---|---|---|---|
| Beginning of period / year | 2,306 | 8,217 | 324 | 2,397 | 13,244 | 9,762 |
| Additions | 348 | - | 32 | - | 380 | 899 |
| Transfers | (6) | - | - | - | (6) | - |
| Inflation adjustment | (66) | - | - | - | (66) | (100) |
| Recovery | - | - | - | - | - | (106) |
| Share<br>of loss in associates and joint ventures | - | (689) | - | - | (689) | 3,543 |
| Incorporation by business<br>combination | 54 | - | - | - | 54 | - |
| Currency<br>translation adjustment | 129 | 955 | 25 | (44) | 1,065 | (418) |
| Used<br>during the period / year | (591) | - | - | (499) | (1,090) | (336) |
| End of period / year | 2,174 | 8,483 | 381 | 1,854 | 12,892 | 13,244 |
| Non-current | 10,800 | 10,893 | ||||
| Current | 2,092 | 2,351 | ||||
| Total | 12,892 | 13,244 |
(i)
Additions and recovery are included in "Other operating results, net".
(ii)
Corresponds to investments in New Lipstick and Puerto Retiro, companies that have negative equity. The increase and recovery is included in "Share of profit of associates and joint ventures ".
There were no significant changes to the processes mentioned in Note 20 to the Annual Financial Statements.
de fecha 09/11/18
31
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
21.
Borrowings
The breakdown and fair value of the Group’s borrowings as of March 31, 2020 and June 30, 2019 was as follows:
| Book value | Fair value | |||
|---|---|---|---|---|
| 03.31.20 | 06.30.19 | 03.31.20 | 06.30.19 | |
| NCN | 286,939 | 375,377 | 272,690 | 369,813 |
| Bank<br>loans | 66,685 | 70,358 | 60,019 | 68,933 |
| Bank<br>overdrafts | 4,811 | 1,358 | 4,811 | 1,358 |
| Other<br>borrowings (i) | 1,413 | 6,335 | 1,413 | 8,764 |
| Total borrowings (ii) | 359,848 | 453,428 | 338,933 | 448,868 |
| Non-current | 273,972 | 377,144 | ||
| Current | 85,876 | 76,284 | ||
| Total | 359,848 | 453,428 |
(i)
Includes finance leases in the amount of Ps. 347 as of June 30, 2019.
(ii)
Includes Ps. 269,504 and Ps. 373,564 as of March 31, 2020 and June 30, 2019, respectively, corresponding to the Operations Center in Israel.
The following table describes the Group’s issuance of debt during the present period:
| Entity | Class | Issuance / expansion date | Amount in original currency | Maturity date | Interest rate | Principal payment | Interest payment | |
|---|---|---|---|---|---|---|---|---|
| CRESUD | Class XXV | Jul-19 | USD 59.5 | 07/03/2021 | 9.00% n.a | At maturity | biannual | |
| CRESUD | Clase<br>XXVI | Jan-20 | US$<br>18,2 | 01/30//2021 | Bladar<br>+650pts | At maturity | quarterly | |
| CRESUD | Clase<br>XXVII | Jan-20 | US$<br>5,7 | 01/30//2021 | 7,45%<br>n.a. | At maturity | quarterly | |
| CRESUD | Clase<br>XXVIII | Jan-20 | US$<br>27,5 | 04/30//2021 | 9%<br>n.a. | At maturity | quarterly | |
| IRSA | Class I 2nd<br>tranche | Aug-19 | USD 85 | 11/15/2020 | 10.00%<br>e.a.. | At maturity | quarterly | (1) |
| IRSA | Class II | Aug-19 | CLP 31 (2) | 08/06/2020 | 10.00%<br>e.a.. | At maturity | quarterly | |
| IDBD | Serie 15 | Nov-19 | NIS 237 | 06/30/2022 | 4.70% e.a. | 2 payments | quarterly |
(1)
Corresponds to an expansion of the series.
(2)
Equivalent to USD 45 as of the issuance date.
22.
Taxation
The details of the Group’s income tax, is as follows:
| 03.31.20 | 03.31.19 | |
|---|---|---|
| Current income tax | (823) | (1,477) |
| Deferred income tax | (2,474) | 4,607 |
| Minimum Presumed Income Tax | (5) | 74 |
| Income tax from continuing operations | (3,302) | 3,204 |
Below is a reconciliation between income tax recognized and the amount which would result from applying the prevailing tax rate on profit before income tax for the nine-month periods ended March 31, 2020 and 2019:
| 03.31.20 | 03.31.19 | |
|---|---|---|
| Tax calculated at the tax rates applicable to profits in the<br>respective countries | 7,613 | 5,771 |
| Permanent<br>differences: | ||
| Share of (loss) / profit of joint ventures and<br>associates | 550 | 114 |
| Tax rate differential | 1,350 | 796 |
| Taxable profit of non-argentinian holding subsidiaries | - | (412) |
| Provision for unrecoverability of tax loss carry-forwards /<br>Unrecognized tax loss carry-forwards | (5,000) | (2,461) |
| Changes in fair value of financial instruments | (1,598) | (298) |
| Non-taxable profit, non-deductible expenses and others | (2,334) | (460) |
| Tax inflation adjustment | (5,191) | - |
| Fiscal transparency | 102 | (46) |
| Inflation adjustment permanent difference | 1,206 | 200 |
| Income tax from continuing operations | (3,302) | 3,204 |
32
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
The gross movement in the deferred income tax account is as follows:
| 03.31.20 | 06.30.19 | |
|---|---|---|
| Beginning of period / year | (53,541) | (54,427) |
| Deconsolidation | 19,109 | - |
| Use of tax loss carryforwards | (65) | - |
| Currency translation adjustment | (3,379) | 1,781 |
| Revaluation surplus | (21) | (956) |
| Reserve for changes of non-controlling interest | 77 | 334 |
| Charged to the Statement of Income | (2,474) | (273) |
| End of the period / year | (40,294) | (53,541) |
| Deferred income tax assets | 674 | 734 |
| Deferred income tax liabilities | (40,968) | (54,275) |
| Deferred income tax liabilities, net | (40,294) | (53,541) |
Tax law modifications in Argentina
Law No. 27,541 of solidarity and production recovery, published on December 23, 2019 introduced certain amendments to different taxes and the creation of the Tax for an Inclusive and Selfless Argentina (PAIS).
The main modifications affecting the Group in relation to income tax are the following:
1)
In the first and second fiscal year beginning after January 1, 2018 (namely, for the Group’s fiscal years beginning on July 1, 2019 and 2020), the gain or loss resulting from tax inflation adjustment will be charged by one sixth in the determination exercise and the remaining five sixths in the following fiscal years;
2)
The tax rate applicable to companies for the third fiscal year beginning after January 1, 2018 was increased from 25% to 30% (namely, for the Group’s fiscal years beginning on July 1, 2019)
23.
Revenues
| 03.31.20 | 03.31.19 | |
|---|---|---|
| Beef | 4,796 | 3,947 |
| Crops | 7,647 | 3,366 |
| Sugarcane | 2,487 | 1,810 |
| Cattle | 824 | 420 |
| Supplies | 719 | 509 |
| Consignment | 455 | 572 |
| Advertising and brokerage fees | 488 | 372 |
| Agricultural rental and other services | 344 | 142 |
| Other | 162 | 121 |
| Income from sales and services from agricultural<br>business | 17,922 | 11,259 |
| Trading properties and developments | 4,636 | 6,294 |
| Communication services | 34,482 | 30,366 |
| Sale of communication equipment | 11,661 | 9,751 |
| Rental and services | 15,399 | 16,351 |
| Hotel operations, tourism services and others | 3,362 | 3,422 |
| Income from sales and services from urban properties and investment<br>business | 69,540 | 66,184 |
| Total revenues | 87,462 | 77,443 |
24.
Costs
| 03.31.20 | 03.31.19 | |
|---|---|---|
| Other operative costs | 19 | 24 |
| Cost of property operations | 19 | 24 |
| Beef | 3,910 | 3,460 |
| Crops | 6,445 | 3,126 |
| Sugarcane | 2,198 | 1,453 |
| Cattle | 1,039 | 509 |
| Supplies | 607 | 356 |
| Consignment | 195 | 65 |
| Advertising and brokerage fees | 310 | 261 |
| Agricultural rental and other services | 442 | 374 |
| Cost of sales and services from agricultural business | 15,146 | 9,604 |
| Trading properties and developments | 3,618 | 5,144 |
| Communication services | 25,154 | 22,537 |
| Sale of communication equipment | 8,650 | 7,325 |
| Rental and services | 5,254 | 5,366 |
| Hotel operations, tourism services and others | 1,169 | 1,844 |
| Cost of sales and services from sales and services from urban<br>properties and investment business | 43,845 | 42,216 |
| Total costs | 59,010 | 51,844 |
..P.C.E.C.A.B.A. T° 1 F° 17
33
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
25.
Expenses by nature
The Group discloses expenses in the statements of income by function as part of the line items “Costs”, “General and administrative expenses” and “Selling expenses”. The following table provides additional disclosures regarding expenses by nature and their relationship to the function within the Group.
| Production costs | Costs (i) | General and administrative expenses | Selling expenses | Total as of 03.31.20 | Total as of 03.31.19 | |
|---|---|---|---|---|---|---|
| Cost of<br>sale of goods and services | - | 12,555 | - | - | 12,555 | 12,667 |
| Supplies<br>and labors | 6,268 | 4,076 | 1 | 53 | 10,398 | 8,425 |
| Change<br>in agricultural products and biological assets | - | 7,996 | - | - | 7,996 | 4,350 |
| Salaries,<br>social security costs and other personnel expenses | 414 | 5,453 | 3,487 | 4,214 | 13,568 | 12,260 |
| Depreciation<br>and amortization | 833 | 7,232 | 2,159 | 2,325 | 12,549 | 8,290 |
| Fees<br>and payments for services | 15 | 3,649 | 1,379 | 87 | 5,130 | 6,816 |
| Maintenance,<br>security, cleaning, repairs and others | 55 | 3,474 | 462 | 302 | 4,293 | 4,196 |
| Advertising<br>and other selling expenses | - | 472 | - | 1,843 | 2,315 | 2,093 |
| Taxes,<br>rates and contributions | 32 | 514 | 85 | 992 | 1,623 | 1,465 |
| Interaction<br>and roaming expenses | - | 4,856 | - | - | 4,856 | 4,322 |
| Fees to<br>other operators | - | 7,054 | - | - | 7,054 | 6,136 |
| Director's<br>fees | - | - | 538 | - | 538 | 664 |
| Leases<br>and service charges | 5 | 103 | 25 | 15 | 148 | 451 |
| Allowance<br>for doubtful accounts, net | - | 83 | - | 504 | 587 | 618 |
| Freights | 57 | 47 | - | 904 | 1,008 | 437 |
| Bank<br>expenses | - | 8 | 67 | 1 | 76 | 130 |
| Conditioning<br>and clearance | - | - | - | 138 | 138 | 76 |
| Travel,<br>library expenses and stationery | 35 | 42 | 65 | 21 | 163 | 60 |
| Other<br>expenses | 526 | 1,396 | 484 | 293 | 2,699 | 3,038 |
| Total as of 03.31.20 | 8,240 | 59,010 | 8,752 | 11,692 | 87,694 | |
| Total as of 03.31.19 | 5,976 | 51,844 | 8,765 | 9,909 | - | 76,494 |
(i)
Includes Ps. 19 and Ps. 24 of other agricultural operating costs as of March 31, 2020 and 2019, respectively.
26.
Other operating results, net
| 03.31.20 | 03.31.19 | |
|---|---|---|
| Gain from commodity derivative financial instruments | 394 | 451 |
| Gain from disposal of subsidiaries and associates (i) | 357 | 902 |
| Donations | (136) | (162) |
| Lawsuits and other contingencies | (101) | (56) |
| Interest earned on operating assets | 1,222 | 311 |
| Others (ii) | 890 | (613) |
| Total other operating results, net | 2,626 | 833 |
(i)
As of March 31, 2019, includes the gain from the sale of the Group´s equity interest in Cyber Secdo.
(ii)
As of March 31, 2020, includes a loss of Ps. 1,258 from the remeasurement of Mehadrin while incorporating it as an associate, after it was reclassified to assets held for sale and before the business combination.
27.
Financial results, net
| 03.31.20 | 03.31.19 | |
|---|---|---|
| Financial income | ||
| Interest income | 707 | 869 |
| Dividends income | 122 | 74 |
| Other financial income | 72 | 491 |
| Total financial income | 901 | 1,434 |
| Financial costs | ||
| Interest expenses | (18,186) | (16,730) |
| Other financial costs | (1,016) | (726) |
| Total financial costs | (19,202) | (17,456) |
| Capitalized finance costs | 93 | 141 |
| Total finance costs | (19,109) | (17,315) |
| Other financial results: | ||
| Foreign exchange, net | (8,320) | (4,683) |
| Fair value gains of financial assets and liabilities at fair value<br>through profit or loss (i) | (9,211) | - |
| Gain from repurchase of Non-convertible notes | 2,738 | 21 |
| (Loss) / Gain from derivative financial instruments (except<br>commodities) | (1,140) | 411 |
| Total other financial results | (15,933) | (4,251) |
| Inflation adjustment | 252 | (357) |
| Total financial results, net | (33,889) | (20,489) |
(i)
Clal's loss for the periods ended March 31, 2020 and 2019 amounts to Ps. 8,000 and Ps. 1,460 respectively.
34
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
28.
Related party transactions
The following is a summary of the balances with related parties as of March 31, 2020 and June 30, 2019:
| Item | 03.31.20 | 06.30.19 | ||
|---|---|---|---|---|
| Trade and other receivables | 1,804 | 1,651 | ||
| Investments in financial assets | 243 | 225 | ||
| Trade and other payables | (132) | (331) | ||
| Borrowings | (79) | (71) | ||
| Total | 1,836 | 1,474 | ||
| Related party | 03.31.20 | 06.30.19 | Description of transaction | Rubro |
| --- | --- | --- | --- | --- |
| Agro Uranga S.A. | - | 12 | Sale of goods and / or services receivable | Trade and other receivables |
| Condor | 243 | 225 | Public companies' securities | Investments in financial assets |
| - | 20 | Dividends receivable | Trade and other receivables | |
| Cresca S.A. | (17) | - | Other liabilities | Trade and other payables |
| New Lipstick LLC | 16 | 14 | Reimbursement of expenses receivable | Trade and other receivables |
| (70) | (60) | Loans payable | Borrowings | |
| 1,355 | 1,194 | Loans granted | Trade and other receivables | |
| Other associates and joint ventures (i) | 82 | 15 | Leases and/or rights of use receivable | Trade and other receivables |
| 203 | - | Dividends receivables | Trade and other receivables | |
| 5 | - | Management fees receivable | Trade and other receivables | |
| - | 1 | Shared-based compensation receivable | Trade and other receivables | |
| - | 1 | Loans granted | Trade and other receivables | |
| (9) | (11) | Loans payable | Borrowings | |
| 105 | 11 | Reimbursement of expenses receivable | Trade and other receivables | |
| (11) | (5) | Reimbursement of expenses payable | Trade and other payables | |
| Total<br>associates<br>and joint ventures | 1,902 | 1,417 | ||
| CAMSA and its subsidiaries | 1 | 41 | Reimbursement of expenses<br>receivable | Trade and other<br>payables |
| Taaman | - | (16) | Leases and/or rights of use receivable | Trade and other payables |
| Other related parties (ii) | - | (88) | Other liabilities | Trade and other payables |
| - | 3 | Other receivables | Trade and other receivables | |
| - | 33 | Leases and/or rights of use receivable | Trade and other receivables | |
| - | 346 | Dividends receivable | Trade and other receivables | |
| 4 | - | Loans granted | Trade and other receivables | |
| - | - | Reimbursement of expenses payable | Trade and other payables | |
| 34 | 1 | Reimbursement of expenses receivable | Trade and other receivables | |
| - | (3) | Legal services payable | Trade and other payables | |
| (38) | - | Leases and/or rights of use receivable | Trade and other receivables | |
| Total<br>other related<br>parties | 1 | 317 | ||
| Directors and Senior Management | (67) | (260) | Fees for services<br>received | Trade and other<br>payables |
| Total Directors and Senior Management | (67) | (260) | ||
| Total | 1,836 | 1,474 |
(i)
Includes Agrofy Global, Lipstick Management LLC, Mehadrin, Banco Hipotecario S.A., Tarshop S.A., BACS, Puerto Retiro S.A., Austral Gold Ltd., Cyrsa S.A., Nuevo Puerto Santa Fe S.A.and Quality Invest S.A.
(ii)
Includes Estudio Zang, Bergel & Viñes, Museo de los Niños, Hamonet S.A., CAM Communication L.P., Gary Goldstein, Fundación IRSA, Lartiyrigoyen and SAMSA.
The following is a summary of the results with related parties for the nine-month periods ended March 31, 2020 and 2019:
| Related party | 03.31.20 | 03.31.19 | Description of transaction |
|---|---|---|---|
| Agrofy S.A. | - | 1 | Management fees / Directory |
| 2 | - | Income from sales and services from agricultural<br>business | |
| 7 | - | Financial operations | |
| BACS | 41 | 24 | Leases and/or rights of use |
| Other associates and joint ventures | 7 | 33 | Leases and/or rights of use |
| (124) | 39 | Corporate services | |
| - | 1 | Comissions | |
| 32 | 10 | Financial operations | |
| Total associates and joint ventures | (35) | 108 | |
| Other related parties (i) | 4 | 34 | Leases and/or rights of use |
| (20) | (10) | Fees and remunerations | |
| - | 4 | Corporate services | |
| - | (6) | Legal services | |
| (18) | 7 | Financial operations | |
| - | (12) | Comissions | |
| - | 1 | Donations | |
| Total other related parties | (34) | 18 | |
| IFISA | 4 | - | Financial operations |
| Total Parent Company | 4 | - | |
| Directors | (43) | (30) | Compensation of Directors and senior management |
| (328) | (378) | Fees and remunerations | |
| Senior Management | (28) | (31) | Compensation of Directors and senior management |
| Total Directors and Senior Management | (399) | (439) | |
| Total | (464) | (313) |
(i)
Includes Estudio Zang, Bergel & Viñes, Fundación IRSA, Ramat Hanassi, Austral Gold Argentina S.A., Isaac Elsztain e Hijos, Hamonet S.A., LRSA, New Lipstick, BHN Vida S.A, TGLT S.A. and BHSA.
35
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
The following is a summary of the transactions with related parties for the nine-month periods ended March 31, 2020 and 2019:
| Related party | 03.31.20 | 03.31.19 | Description of transaction |
|---|---|---|---|
| Agrofy Global | 209 | - | Irrevocable contributions |
| Uranga Trading S.A. | - | 34 | Irrevocable contributions |
| Quality | 39 | 37 | Irrevocable contributions |
| Ramat Hanassi | 2,239 | - | Capitalized borrowing |
| Manibil | 83 | - | Irrevocable contributions |
| Others | 77 | - | Irrevocable contributions |
| Total contributions | 2,647 | 71 | |
| Agro-Uranga S.A. | 23 | 18 | Dividends received |
| Condor | 26 | 92 | Dividends received |
| Emco | 16 | 704 | Dividends received |
| La Rural S.A. | - | 411 | Dividends received |
| Manaman | - | 101 | Dividends received |
| Mehadrin | - | 90 | Dividends received |
| Millenium | 1,266 | - | Dividends received |
| Nuevo Puerto Santa Fe S.A. | 36 | 15 | Dividends received |
| Nave by the sea | - | 46 | Dividends received |
| Tourism & Recreation Holdings Ltd. | 383 | - | Dividends received |
| Total dividends received | 1,750 | 1,477 | |
| Inversiones Financieras del Sur S.A. | 2,064 | - | Buy and change of shares |
| Total other transactions | 2,064 | - |
Stock loan granted
On October 18, 2019, the Board of Directors of Cresud approved the granting of a loan of 3,235,000 American Depositary Receipts ("ADRs") from IRSA Inversiones y Representaciones Sociedad Anónima, owned by the Company to Inversiones Financieras del Sur S.A., Company controlled by the president of our Company. The loan has been guaranteed by Inversiones Financieras del Sur S.A. with stocks of equivalent value.
29.
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 this Financial Statements that disclose the information required by the Resolution in Exhibits.
| Exhibit A - Property, plant and equipment | Note 8 - Investment properties |
|---|---|
| Note 9 - Property, plant and equipment | |
| Exhibit B - Intangible assets | Note 11 - Intangible assets |
| Exhibit C - Equity investments | Note 7 - Investments in associates and joint ventures |
| Exhibit D - Other investments | Note 15 - Financial instruments by category |
| Exhibit E - Provisions | Note 20 - Provisions |
| Exhibit F - Cost of sales and services provided | Note 30 - Cost of sales and services provided |
| Exhibit G - Foreign currency assets and liabilities | Note 31 - Foreign currency assets and liabilities |
30.
Cost of goods sold and services provided
| Description | Cost of sales and services from agricultural business<br>(i) | Cost of sales and services from sales and services from urban<br>properties and investment business (ii) (iii) | Total as of 03.31.20 | Total as of 03.31.19 |
|---|---|---|---|---|
| Inventories at the beginning of the period / year | 6,799 | 9,507 | 16,306 | 28,114 |
| Adjustment previous periods (IFRS 15 and 9) | - | - | - | (8,126) |
| Initial recognition and changes in the fair value of biological<br>assets and agricultural products at the point of<br>harvest | 1,254 | - | 1,254 | 442 |
| Changes in the net realizable value of agricultural products after<br>harvest | 351 | - | 351 | (148) |
| Additions | - | 2,394 | 2,394 | - |
| Capitalized finance costs | - | - | - | 99 |
| Currency translation<br>adjustment | (516) | 10,065 | 9,549 | (477) |
| Transfers | - | - | - | (811) |
| Harvest | 5,531 | - | 5,531 | 4,090 |
| Acquisitions and classifications | 6,406 | 24,146 | 30,552 | 48,376 |
| Consume | (2,093) | - | (2,093) | (2,706) |
| Disposals due to sales | - | (3,645) | (3,645) | - |
| Disposals due to work in<br>progress | - | - | - | (1,231) |
| Deconsolidation | - | (147) | (147) | (411) |
| Expenses incurred | 2,250 | 19 | 2,269 | 1,759 |
| Inventories at the end of the period / year | (4,836) | (9,978) | (14,814) | (17,150) |
| Cost as of 12.31.19 | 15,146 | 32,361 | 47,507 | - |
| Cost as of 12.31.18 | 9,604 | 42,216 | - | 51,820 |
(i)
Includes biological assets (see Note 13).
(ii)
Includes trading properties (see Note 10).
(iii)
As of March 31, 2019 includes the cost of selling goods sold from Gav-Yam which was reclassified to discontinued.
36
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
31.
Foreign currency assets and liabilities
Book amounts of foreign currency assets and liabilities are as follows:
| Item (3) / Currency | Amount of foreign currency (2) | Prevailing exchange rate (1) | Total as of 03.31.20 | Total as of 06.30.19 |
|---|---|---|---|---|
| Assets | ||||
| Trade and other receivables | ||||
| US Dollar | 82 | 64.27 | 5,252 | 4,350 |
| Euros | 0 | 70.77 | 28 | 186 |
| Trade and other receivables related parties | ||||
| US Dollar | 4 | 64.27 | 285 | 206 |
| Total Trade and other receivables | 5,565 | 4,742 | ||
| Investment in financial assets | ||||
| US Dollar | 56 | 64.27 | 3,577 | 5,151 |
| Pounds | 1 | 79.50 | 44 | 65 |
| Total Investment in financial assets | 3,621 | 5,216 | ||
| Derivative financial instruments | ||||
| US Dollar | 0 | 64.27 | 13 | 58 |
| Total Derivative financial instruments | 13 | 58 | ||
| Cash and cash equivalents | ||||
| US Dollar | 180 | 64.27 | 11,588 | 16,193 |
| Euros | 0 | 70.77 | 1 | 98 |
| Brazilian Reais | 0 | 11.50 | 4 | - |
| Chilean Pesos | - | - | - | 1 |
| Total Cash and cash equivalents | 11,593 | 16,292 | ||
| Total Assets | 20,792 | 26,308 | ||
| Liabilities | ||||
| Trade and other payables | ||||
| US Dollar | 79 | 64.47 | 5,088 | 10,697 |
| Euros | 0 | 71.15 | 4 | 49 |
| Total Trade and other payables | 5,092 | 10,746 | ||
| Borrowings | ||||
| US Dollar | 1,193 | 64.47 | 76,935 | 75,405 |
| Borrowings with related parties | ||||
| US Dollar | 1 | 64.47 | 70 | - |
| Total Borrowings | 77,005 | 75,405 | ||
| Derivative financial instruments | ||||
| US Dollar | 3 | 64.47 | 175 | 91 |
| Total Derivative financial instruments | 175 | 91 | ||
| Total Liabilities | 82,272 | 86,242 |
(1)
Exchange rates as of March 31, 2020 and June 30, 2019, respectively according to Banco Nación Argentina.
(2)
Considering foreign currencies those that differ from each Group’s subsidiaries functional currency at each period/year-end.
(3)
The Company uses derivative instruments as a complement in order to reduce its exposure to exchange rate movements (Note 14).
32.
Groups of assets and liabilities held for sale
As mentioned in Note 4 to the Annual Financial Statements, the Group has certain assets and liabilities classified as held for sale. The following table presents the main ones:
| 03.31.20 | 06.30.19 | |
|---|---|---|
| Property, plant and equipment | 31,209 | 6,006 |
| Intangible assets | 832 | 129 |
| Investments in associates | 173 | 567 |
| Deferred income tax assets | 416 | 275 |
| Investment properties | 1,144 | 114 |
| Income tax credit | 52 | - |
| Trade and other receivables | 1,560 | 2,850 |
| Cash and cash equivalents | 1,612 | 971 |
| Total group of assets held for sale | 36,998 | 10,912 |
| Trade and other payables | 9,361 | 4,598 |
| Payroll and social security liabilities | 347 | - |
| Employee benefits | 17 | 274 |
| Deferred and current income tax liabilities | 1,769 | 49 |
| Borrowings | 8,426 | 2,801 |
| Total group of liabilities held for sale | 19,920 | 7,722 |
| Total net financial assets held for sale | 17,078 | 3,190 |
37
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
33.
Results from discontinued operations
The results from operations of Gav-Yam for the period ended March 31, 2020 and the results from Israir and IDB Tourism for both periods; have been reclassified in the Statements of Income under discontinued operations.
| 03.31.20 | 03.31.19 | |
|---|---|---|
| Revenues | 17,772 | 20,339 |
| Costs | (13,885) | (13,751) |
| Gross profit | 3,887 | 6,588 |
| Net gain from fair value adjustment of investment<br>properties | - | 1,465 |
| General and administrative expenses | (864) | (882) |
| Selling expenses | (672) | (833) |
| Other operating results, net (i) | 15,893 | (165) |
| Profit from operations | 18,244 | 6,173 |
| Share of profit of joint ventures and associates | 143 | 230 |
| Profit from operations before financing and taxation | 18,387 | 6,403 |
| Financial income | 114 | 243 |
| Finance costs | (1,446) | (2,068) |
| Other financial results | 109 | (129) |
| Financial results, net | (1,223) | (1,954) |
| Profit before income tax | 17,164 | 4,449 |
| Income tax | 16 | (769) |
| Profit for the period from discontinued operations | 17,180 | 3,680 |
| Profit for the period from discontinued operations attributable<br>to: | ||
| Equity holders of the parent | 5,957 | 1,361 |
| Non-controlling interest | 11,223 | 2,319 |
| Profit per share from discontinued operations attributable to<br>equity holders of the parent: | ||
| Basic | 12.109 | 1.738 |
| Diluted | 11.623 | 1.670 |
(i) Includes the fair value remediation of residual ownership in Gav-Yam.
As of March 31, 2020 and 2019, Ps. 2,125 and Ps. 5,239 of the total revenues from discontinued operations and Ps. 17,460and Ps.3,222 of the total profit from discontinued operations correspond to Gav-Yam.
34.
Other relevant events of the period
Economic context in which the company operates
The Company operates within a complex economic context, whose main economic variables have recently had strong volatility, both nationally and internationally.
The results of our operations may be affected by fluctuations in the inflation index and in the exchange rate of the Argentine peso against other currencies, specifically the dollar, changes in interest rates that have an impact on the cost of capital, changes in government policies, capital controls and other political or economic events both internationally and locally that affect the country.
On December 2019, a new strain of coronavirus (COVID-19) appeared in Wuhan, China. On March 11, 2020, the World Health Organization declared COVID-19 a pandemic. On March 3, 2020, the first case of COVID-19 was registered in the country, which is why the National Executive Power (NEP) implemented a series of sanitary isolation measures, which affected the local economy. These include: the expansion of the public emergency in health matters, the total closure of international borders, the suspension of international and domestic flights, the suspension of medium and long-distance land transportation, the suspension of artistic and sports shows, closure of shopping malls and hotels and the social, preventive and mandatory isolation until June 7, 2020, inclusive (which could be extended for the duration of the epidemiological situation), by virtue of which all residents (with exceptions) must remain in their habitual residences and refrain from attending their work place. This series of measures forced most of the Argentine companies to suspend their commercial operations during these times, stressing their financial situation in the short and medium term, not only due to the fall in their income, but due to the increased risk that their debtors may not comply with the payments. In this context, the Argentine government announced different measures aimed to relieved the financial crisis of the companies affected by the COVID-19 pandemic. In addition, it is worth mentioning that to the slowness of the Argentine economy adds to a context of international crisis as a consequence of the COVID-19 pandemic. In this scenario, a sharp drop in exports and less foreign exchange earnings are expected, which further complicates the possibility that the Argentine government will reactivate the economy during the current year.
..P.C.E.C.A.B.A. T° 1 F° 17
38
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Additionally, the government faces the challenge of successfully renegotiating the external debt with both the IMF and private holders of debentures and avoiding default. As a result, for all the aforementioned, Argentina could find its access to the international capital market complicated in the coming years. For this reason, the renegotiation of the external debt and its result will directly impact the Argentine economy. If renegotiation times are extended too long, the uncertainty in the financial markets will increase and the country-risk indicators will continue to rise. If Argentina achieves a favorable result from the ongoing renegotiation with public holders of debentures and agrees to restructure its debt with the IMF, this could favorably impact the Argentine economy in the medium and long term. On the contrary, the lack of an agreement with external debt holders could lead to a default on the Argentine sovereign debt and, consequently, this situation could lead to limitations on the capacity of companies to access new financing.
At a local level, the following was observed:
●
In January 2020, an indicator called “Monthly Estimator of Economic Activity” (“EMAE”) reported by the National Institute of Statistics and Censuses (“INDEC”), registered a variation of 1.8% compared to the same month of 2019, and from -0.1% compared to the previous month.
●
The study on market expectations prepared by the Argentine Central Bank in March 2020, called the Market Expectations Survey (“REM”), estimates an inflation of 40.0% for 2020. REM analysts forecast a change in real GDP for 2020 of (4.3%), that is, a drop of 3.1 percentage points compared to the forecast of the previous month. In turn, they foresee that in 2021 the economic activity will vary 3.0%, that is to say, 1.3 percentage points higher than the one predicted a month ago. Although a further contraction of GDP is expected in the first quarters of 2020, there is an expectation of growth for the third quarter of 2020, motivated by the fact that the effect of the pandemic is perceived as transitory and that a recovery in economic activity will begin soon.
●
Year-to-year inflation as of December 31, 2019 reached 53.8 %. According to the first four months of the year 2020, rates of 2.3%, 2.0%, 3.3% and 1.5% were registered in January, February, March and April, respectively.
●
Throughout the period from July 2019 to March 2020, the Argentinian peso depreciated 51.8% against the US dollar according to the average wholesale exchange rate quoted by Banco de la Nación Argentina. Given the exchange restrictions since August 2019, there is an exchange gap of approximately 70% between the official price of the dollar and its price in parallel markets, which impacts the level of activity of the economy and affects the level of reserves of the Argentine Central Bank. Additionally, these exchange restrictions, or those that may be issued in the future, could affect the Company's ability to access the Single Exchange Free Market (MULC) to acquire the necessary currencies to meet its financial obligations.
●
The outflow of flows to emerging markets and the worldwide impact of the Coronavirus, also affected Argentina, causing a deterioration in its country-risk indicator that reached 3,020 basis points as of May 12, 2020, according to J.P. Morgan EMBI + Index, deteriorating the ability to obtain new external financing.
COVID-19 PANDEMIC
The COVID-19 pandemic, originated in China and subsequently spread to numerous countries, including Argentina, is adversely impacting the global economy, the Argentine economy and the Company's business. Although the COVID-19 pandemic has had a national impact on the activity carried out by the Company, it is still too early to assess its full extent.
On March 12, 2020, the National Executive Power (NEP) ordered a health emergency to handle the crisis caused by COVID-19, and later, on March 19, issued a decree ordering social, preventive and mandatory isolation, which originally applied from March 20 to March 31, 2020 inclusive, and has been extended since then until June 28, 2020. The measures adopted in Argentina include the deceleration or suspension of most of the non-essential activities carried out by individuals and, consequently, are significantly affecting the national and regional economy and economic uncertainty is increasing, evidenced by an increase in asset price volatility.
The current estimated impacts of the COVID-19 pandemic on the Company as of the date of these financial statements are established below:
Agricultural business
-
Cresud's agricultural business and that of its subsidiaries in Brazil, Paraguay and Bolivia continued to operate relatively normally; given that agricultural activity has been considered an essential activity in the countries where the Company operates. In any case, the effect of Covid-19 could cause changes in demand on a global scale and affect the prices of commodities in the international and local market in the short term.
Véase nuestro informe de fecha 09/11/18
PRICE WATERHOUSE & Co. S.R.L.
39
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Operations Center Argentina
-
As a consequence of the social, preventive and compulsory isolation, the shopping centers malls across the country were closed, exclusively remaining operational those stores dedicated to activities considered essential such as pharmacies, supermarkets and banks, while some gastronomic and clothing stores are working by delivery and sale system by via WhatsApp. In the interior of within the country, in during May, some provinces proceeded to relax reduce isolation and open their commercial and recreational activities, such as Salta, where the Alto Noa shopping center mall is operating with a strict protocol that It includes reduced hours, social distancing and a rigorous control of security and hygiene.
-
Given the closure of the shopping centers malls, our subsidiary IRSA Propiedades Comerciales S.A. (hereinafter IRSA CP) has decided to postpone the maturities of the base rent and the collective promotion fund for the months of April and May 2020, prioritizing the long-term relationship with its tenants. Additionally, an increase in the delinquency rates of some tenants has been detected.
-
Regarding the offices, although most tenants are working in home office mode, they are operating with strict safety and hygiene protocols. To date, we have not seen any deterioration in collection.
-
La Rural, the Convention Centers of Buenos Aires and Punta del Este and the DirecTV Arena stadium, establishments that the Company owns directly or indirectly, have also been closed since March 20. All scheduled conferences are suspended, much most of the fairs and conventions have been postponed, while the shows scheduled at the DIRECTV DirecTV Arena have been mostly canceled. The reopening date of these establishments is uncertain, as well as the future agenda of fairs, conventions and shows.
-
In order to minimize the risk of spreading the virus and protect public health, Libertador hotel in the City of Buenos Aires and Llao Llao hotel in Río Negro province are temporarily closed, and we do not know with certainty when they may be reopened and when they will be able to operate normally again; meanwhile, Intercontinental hotel in the City of Buenos Aires is working only under a contingency and emergency plan.
Operations Center Israel
-
Although COVID-19 has had a negative impact on the market valuations of IDB, DIC and operating subsidiaries given the sharp drop in prices, the mandatory isolation lasted approximately 10 days with subsequent relaxation of activities under strict safety and hygiene protocols. Regarding operating businesses, there have been mixed impacts:
o
in the case of supermarkets (Shufersal) and agriculture (Mehadrin) they have had a short-term positive impact as they are essential activities.
o
in telecommunications (Cellcom), especially regarding international roaming service, a decrease in consumption has been experienced due to the significant reduction in international tourism. Cellcom has taken measures to reduce these negative effects, cutting costs and investments during the coronavirus crisis period, including downsizing.
o
at PBC, real estate activities and income are affected by the economy and restrictions in circulation, and therefore PBC’s cash flow is expected to be somewhat vulnerable, although it cannot be estimated to what extent at this time. PBC has carried out a valuation of its investment properties on those in which there were signs of impairment and because of this it has recorded a loss of Ps. 2,861 in the value of its properties.
Financial instruments measured at fair value through profit and loss: The current situation generated a great volatility in the markets, which generated a decrease of Ps. 9,778 in the valuation of financial instruments measured at fair value. See note 13 for a description of the Company’s financial assets.
Véase nuestro informe de fecha 09/11/18
PRICE WATERHOUSE & Co. S.R.L.
40
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Regarding the Group financial debt maturities for the next twelve months:
a)
CRESUD has the maturity of Class XXIV Notes with a nominal value of USD 73.6, maturing on November 14, 2020 and bank debt for an amount equivalent to USD 35.6.
b)
IRSA has the maturity of Class II Notes with a nominal face value of USD 71.4, maturing on July 20, 2020; Class II Notes with a nominal value of CLP 31,502.6 million (equivalent to approximately USD 4137.2) maturing on August 6, 2020; Class II Notes with a nominal value of USD 181.5, maturing on November 15, 2020 and bank debt for an amount equivalent to USD 7155.2.
c)
Our subsidiary IRSA CP has the maturity of Class IV Notes with a nominal face value of USD 140 in September 2020 and USD 27.3 with banks.
d)
Our subsidiaries IDB-DIC have short-term financial debt with a nominal face value of USD 223 (which include notes and loans with banks and financial institutions), it should be mentioned that these commitments have no effect on IRSA, given that said indebtedness does not have recourse against IRSA, nor has IRSA guaranteed it with its assets, as described in Note 1 to these Financial Statements.
As a subsequent event, in May 2020, IRSA has issued Notes in the local market for an approximate amount of USD 67 to refinance short-term debt. With the proceeds from this issuance, it would cover the maturity of Class II Notes for a nominal value of USD 71.4, maturing on July 20, 2020.
Among the alternatives that are being considered to refinance August 2020 and November 2020 Notes maturities, are the capital increase approved by the Annual Shareholders’ Meeting on October 30, 2019 for an approximate amount of between USD 70 and USD 100, and the access to the local and international capital market, either through new debt issuance or liability management operations, for amounts that would be between USD 40 and USD 100, in addition to the operation already carried out in May. Likewise, IRSA has a broad and extensive relationship with banks in the local financial system that could complement and diversify the Company’s sources of financing in addition to the capital market. In this regard, it should be noted that IRSA’s bank debt maturing in April and May 2020 for a total amount of USD 29.4 has been renewed under normal market conditions. Additionally, as part of our strategy, the company could sell part of its assets portfolio (offices and / or land reserves) that would generate additional funds.
Finally, IRSA has an approved credit line with IRSA CP for up to USD 180 for 3 years, of which as of March 31, 2020, IRSA used approximately USD 54.7, leaving the balance available. It is worth mentioning that IRSA CP is currently working on different financing alternatives with local banks (Syndicated Loans and / or Bilateral Loans) for amounts estimated in pesos for the equivalent of between USD 50 and USD 100 in order to meet its obligations in the short term, and could eventually have access to debt transactions in the local capital market, either through the issuance of new debt or through liability management operations, for estimated amounts of between USD 40 and USD 100.
The final extent of the Coronavirus outbreak and its impact on the country's economy is unknown and cannot be reasonably predicted. However, although it has produced significant short-term effects, they are not expected to affect business continuity. Although there are economic impacts in the short term, the Company estimates that it will be able to continue meeting its financial commitments for the next twelve months.
The Company is closely monitoring the situation and taking all necessary measures to preserve the human life and the its business.
35.
Subsequent events
Acquisition of Piauí farm
As a subsequent event, on May 13, 2020 BrasilAgro informed to the market the purchase of 4,500 hectares (of which 2,900 can be developed for crop production) of a farm in Grande do Ribeiro, Piauí. The amount of the acquisition was set at Ps. 284, with an initial payment of Ps. 125. The balance will be cancelled in three annual installments.
Sale of Alto Taquari
On June 1st, 2020, BrasilAgro informed the sale of 105 hectares of Alto Taquarí farm for an amount of Ps. 125. The buyer made an initial payment of Ps. 19. The remaining balance will be cancelled in 5 annual installments. The result of the sale is approximately Ps. 110.
..P.C.E.C.A.B.A. T° 1 F° 17
41
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Issuance of Cresud Class XXIX Notes
On June 3, 2020, the sixteenth Series of Notes public tender was carried out, within the framework of the Program approved by the Shareholders Meeting, for up to USD 500 million, being the liquidation date on June 9, 2020. The main characteristics of the issuance are detailed bellow:
-
Series XXIX: denominated in USD and payable in ARS at the applicable exchange rate, as defined in the issuance documents, with a nominal value of USD 83.0 million, maturing 18 months from the date of issuance with quarterly payments and principal expiring at maturity. The issue price was 100.0% of Nominal Value.
Court decision to postpone the sale of 3.2% of the shares of Clal Insurance Enterprises
On May 4, 2020, the Tel Aviv District Court Yafo ordered the postponement of the sale of 3.2% of Clal's shares in accordance with the scheme established by the Israel Capital, Insurance and Savings Market Authority, to September 3, 2020 (instead of May 3, 2020 according to the scheme).
Sale of interest in Gav-Yam
On May 2020, PBC agreed to sell approximately 4.96% of the issued capital of Gav-Yam to a non-related third party for an amount of approximately NIS 191. As a result, interest in Gav-Yam decreased from 34.9% to 29.9%. After this sale, the discussion on the loss of control of Gav-Yam from PBC which was argued by the Ministry of Justice is finished has ended.
Issuance of IRSA Class III, IV and V NCN
On May 19, 2020 a public tender of Class III, IV and V NCN was made under the Program of up to US$500 approved by the Shareholders Meeting, which was issued and settled on May 21, 2020.Below is the description of the main characteristics of such notes:
-
Class III NCN: nominated and payable in ARS for Ps. 354 at a variable rate (private BADLAR + 6.0%) with quarterly payments. The principal will be paid in two instalments (30% payable 6 months from the Issue and Settlement Date, and 70% on maturity date). Price of issuance was 100.0% of the nominal value.
-
Class IV NCN: for a face value of US$ 51.3 (equivalent to 3,547) payable in argentine pesos at the applicable exchange rate at a fixed rate of 7.0%, with quarterly payments and principal expiring on May 21, 2021.
-
Class V NCN: for a face value of US$ 9.2, equivalent to Ps. 640, which matures 24 months after the issuance date, with an fixed annual rate of interest of 9%. Interest payments will be made on a quarterly basis and capital repayment will be made in one instalment at maturity.
1/18
42
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 unaudited condensed interim consolidated statements of financial position as of March 31, 2020 and the unaudited condensed interim consolidated statements of income and other comprehensive income for the nine-month period and three-month period ended March 31, 2020, the unaudited condensed interim consolidated statements of changes in shareholders’ equity and the unaudited condensed interim consolidated statements of cash flows for the nine-month period then ended and selected explanatory notes.
The balances and other information corresponding to the fiscal year ended June 30, 2019 and the interim periods within that fiscal year are an integral part of these financial statements and, therefore, they should be considered in relation to those 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 (IFRS), 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 above mentioned in the first paragraph according to the International Accounting Standard No 34 "Interim Financial Reporting" (IAS 34).
Véase nuestro informe de fecha 09/11/18
PRICE WATERHOUSE & Co. S.R.L.
C.P.C.E.C.A.B.A. T° 1 F° 17
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 in Technical Resolution No. 33 of the FACPCE, without modification 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 statements of financial position, the consolidated statements of income and other comprehensive income and the consolidated statements of cash flows of the Company.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the accompanying unaudited condensed interim consolidated financial information is not prepared, in all material respects, in accordance with International Accounting Standard 34, 'Interim financial reporting'.
Emphasis paragraph
Without qualifying our conclusion, we draw attention to the information in Note 34 to the accompanying unaudited condensed interim consolidated financial statements, in which Management has described the impact of the current economic context and of COVID-19 (Coronavirus) on the financial situation of the Group, as well as the possible alternatives that it is evaluating to face the maturities of its financial liabilities at the maturity date; and the information included in Note 1 to the accompanying unaudited condensed interim consolidated financial statements regarding the financial situation of the subsidiary IDBD from the Operations Center in Israel.
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 being processed for recording 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;
Free Translation from the original prepared in Spanish for publication in Argentina
REVIEW REPORT ON THE UNAUDITED CONDENSED
INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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 respects in accordance with applicable legal provisions;
c) we have read the Business Summary (“Reseña Informativa”) on which, as regards those matters that are within our competence, we have no observations to make;
d) at March 31, 2020, 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 amounted to Ps. 14,473,791, which was not claimable at that date.
Autonomous City of Buenos Aires, June 8, 2020.
| PRICE WATERHOUSE & CO. S.R.L.<br><br><br><br><br><br><br><br><br><br><br><br>(Partner)<br><br><br><br><br><br>C.P.C.E.C.A.B.A.<br>Tº 1 Fº 17<br><br><br>Dr.<br>Mariano C. Tomatis<br><br><br>Public<br>Accountant (UBA)<br><br><br>C.P.C.E.C.A.B.A. Tº<br>241 Fº 118 |
|---|
Véase nuestro informe de fecha 09/11/18
PRICE WATERHOUSE & Co. S.R.L.
C.P.C.E.C.A.B.A. T° 1 F° 17
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria
Unaudited Condensed Interim Separate Financial Statements as of March 31, 2020 and for the period of nine months ending on that date, presented in comparative form.
Véase nuestro informe de fecha 09/11/18
PRIC
E WATERHOUSE & Co. S.R.L.
C.P.C.E.C.A.B.A. T° 1 F° 17
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Unaudited Condensed Interim Separate Statements of Financial Position
as of March 31, 2020 and June 30, 2019
(All amounts in millions of Argentine Pesos, except as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
| Note | 03.31.20 | 06.30.19 | |
|---|---|---|---|
| ASSETS | |||
| Non-current assets | |||
| Investment properties | 7 | 114 | 102 |
| Property, plant and equipment | 8 | 5,788 | 5,684 |
| Intangible assets | 9 | 195 | 198 |
| Right of use assets | 10 | 462 | - |
| Biological assets | 11 | 1,284 | 1,364 |
| Investments in subsidiaries, associates and joint<br>ventures | 6 | 29,279 | 38,879 |
| Income tax and minimum presumed income tax credit | 38 | 53 | |
| Trade and other receivables | 14 | 824 | 754 |
| Total Non-current assets | 37,984 | 47,034 | |
| Current assets | |||
| Biological assets | 11 | 2,769 | 1,805 |
| Inventories | 12 | 1,169 | 2,480 |
| Trade and other receivables | 14 | 3,235 | 2,100 |
| Investment in financial assets | 13 | 2 | 58 |
| Derivative financial instruments | 13 | 65 | - |
| Cash and cash equivalents | 13 | 1,027 | 138 |
| Total Current assets | 8,267 | 6,581 | |
| TOTAL ASSETS | 46,251 | 53,615 | |
| SHAREHOLDERS’ EQUITY | |||
| Shareholders´ equity (according to corresponding<br>statements) | 8,485 | 22,502 | |
| TOTAL SHAREHOLDERS' EQUITY | 8,485 | 22,502 | |
| LIABILITIES | |||
| Non-current liabilities | |||
| Borrowings | 18 | 14,464 | 13,158 |
| Deferred tax liabilities | 19 | 3,766 | 3,042 |
| Provisions | 17 | 9 | 12 |
| Lease Liabilities | 85 | - | |
| Total Non-current liabilities | 18,324 | 16,212 | |
| Current liabilities | |||
| Trade and other payables | 16 | 1,915 | 1,208 |
| Payroll and social security liabilities | 156 | 290 | |
| Borrowings | 18 | 17,129 | 13,369 |
| Derivative financial instruments | 13 | 3 | 30 |
| Provisions | 17 | 3 | 4 |
| Lease Liabilities | 236 | - | |
| Total Current liabilities | 19,442 | 14,901 | |
| TOTAL LIABILITIES | 37,766 | 31,113 | |
| TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES | 46,251 | 53,615 |
The accompanying notes are an integral part of these Unaudited Condensed Interim Separate Financial Statements.
| ) |
|---|
| Saúl<br>Zang<br><br><br>Vice<br>President II<br><br><br>acting<br>as President |
1
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Unaudited Condensed Interim Separate Statements of Income and Other Comprehensive Income
for nine and three month periods ended March 31, 2020 and 2019
(All amounts in millions of Argentine Pesos, except as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
| Nine months | Three months | |||||||
|---|---|---|---|---|---|---|---|---|
| Note | 03.31.20 | 03.31.19 | 03.31.20 | 03.31.19 | ||||
| Revenues | 20 | 6,105 | 2,681 | 1,323 | 608 | |||
| Costs | 21 | (4,665) | (2,411) | (904) | (544) | |||
| Initial recognition and changes in the fair value of biological<br>assets and agricultural products at the point of<br>harvest | 563 | 464 | 740 | 623 | ||||
| Changes in the net realizable value of agricultural products after<br>harvest | 446 | 33 | (55) | (64) | ||||
| Gross profit | 2,449 | 767 | 1,104 | 623 | ||||
| Net gain from fair value adjustment of investment<br>properties | 12 | 6 | - | 3 | ||||
| General and administrative expenses | 22 | (353) | (366) | (97) | (116) | |||
| Selling expenses | 22 | (1,033) | (417) | (227) | (73) | |||
| Other operating results, net | 23 | (96) | (123) | 218 | (137) | |||
| Loss from operations | 979 | (133) | 998 | 300 | ||||
| Share of loss of subsidiaries, associates and joint<br>ventures | 6 | (4,982) | (7,638) | (5,446) | (2,691) | |||
| Loss before financing and taxation | (4,003) | (7,771) | (4,448) | (2,391) | ||||
| Finance income | 24 | 13 | 3 | 5 | (234) | |||
| Finance costs | 24 | (2,426) | (1,364) | (905) | 584 | |||
| Other financial results | 24 | (3,452) | (1,927) | 236 | (1,732) | |||
| Inflation Adjustment | 24 | (11) | 412 | 29 | (61) | |||
| Financial results, net | 24 | (5,876) | (2,876) | (635) | (1,443) | |||
| Loss before income tax | (9,879) | (10,647) | (5,083) | (3,834) | ||||
| Income tax | 19 | (724) | 340 | (376) | 265 | |||
| Loss for the period | (10,603) | (10,307) | (5,459) | (3,569) | ||||
| Other comprehensive (loss)<br>/ income: | ||||||||
| Items that may be reclassified subsequently to profit or<br>loss: | ||||||||
| Currency translation adjustment from subsidiaries and<br>associates | (2,130) | 1,149 | 1,033 | 873 | ||||
| Participation in other comprehensive results of subsidiaries and<br>associates | (90) | 549 | 301 | (4) | ||||
| Other comprehensive income for the period | (2,220) | 1,698 | 1,334 | 869 | ||||
| (Loss) / Income and Other Comprehensive (Loss) / Income for the<br>period | (12,823) | (8,609) | (4,125) | (2,700) | ||||
| (Loss) / Profit per share attributable to equity holders of the<br>parent during the period: | ||||||||
| Basic | (20.178) | (21.094) | (9.717) | (7.305) | ||||
| Diluted | (20.178) | (i) | (21.094) | (9.717) | (i) | (7.305) | (i) |
(i) Since the result of the period showed loss, there is no dilutive effect of said result.
The accompanying notes are an integral part of these Unaudited Condensed Interim Separate Financial Statements.
| ) |
|---|
| Saúl<br>Zang<br><br><br>Vice<br>President II<br><br><br>acting<br>as President |
2
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Unaudited Condensed Interim Separate Statements of Changes in Shareholders’ Equity
for the nine-month period ended March 31, 2020
(All amounts in millions, except as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
| Share capital | Treasury shares | Inflation adjustment of share capital and treasury<br>shares (i) | Share premium | Additional paid-in capital from treasury shares | Legal reserve | Special reserve RG 609/12 (ii) | Other reserves (iii) | Retained earnings | Total Shareholders' equity | |
|---|---|---|---|---|---|---|---|---|---|---|
| Balance as of June 30, 2019 | 486 | 16 | 9,261 | 10,052 | 87 | 353 | 5,595 | 34,049 | (37,397) | 22,502 |
| Adjustments previous periods<br>(NIIF 16) (Note 2.2) | - | - | - | - | - | - | - | - | (773) | (773) |
| Adjusted balance as of June 30, 2019 | 486 | 16 | 9,261 | 10,052 | 87 | 353 | 5,595 | 34,049 | (38,170) | 21,729 |
| Loss for the period | - | - | - | - | - | - | - | - | (10,603) | (10,603) |
| Other comprehensive income for the period | - | - | - | - | - | - | - | (2,220) | - | (2,220) |
| Total comprehensive loss for the period | - | - | - | - | - | - | - | (2,220) | (10,603) | (12,823) |
| As provided by Ordinary and Extraordinary Shareholders´<br>Meeting held on October 30, 2019: | ||||||||||
| - Absorption of losses | - | - | - | - | - | - | (4,184) | (33,212) | 37,396 | - |
| - Treasury shares distribution | 13 | (13) | - | - | - | - | - | 1,435 | (1,435) | - |
| Reserve for share-based payments | - | - | - | - | (1) | - | - | (3) | - | (4) |
| Equity incentive plan granted | - | - | - | - | - | - | - | - | - | - |
| Others changes in subsidiaries’ equity | - | - | - | - | - | - | - | - | 13 | 13 |
| Changes in non-controlling interest | - | - | - | - | - | - | - | (430) | - | (430) |
| Balance as of March 31, 2020 | 499 | 3 | 9,261 | 10,052 | 86 | 353 | 1,411 | (381) | (12,799) | 8,485 |
The accompanying notes are an integral part of these Unaudited Condensed Interim Separate Financial Statements.
(i)
Includes Ps. 1 and Ps. 1 of inflation adjustment of Treasury shares as of March 31, 2020 and June 30, 2019, respectively.
(ii) Corresponding to General Resolution 609/12 of the National Securities Commission.
(iii) Group’s Other reserves at March 31, 2020 are comprised as:
| Cost of treasury shares | Changes in non-controlling interest | Reserve for currency translation adjustment | Other comprehensive income / (loss) | Reserve for share-based payments | Special reserves | Other subsidiary reserves | Reserve for the acquisition of securities issued by the<br>Company | Total Other reserves | |
|---|---|---|---|---|---|---|---|---|---|
| Balance as of June 30, 2019 | (1,579) | (3,183) | 4,338 | 703 | 456 | 33,212 | 8 | 94 | 34,049 |
| Other comprehensive income for the period | - | - | (2,130) | (90) | - | - | - | - | (2,220) |
| Total comprehensive income for the period | - | - | (2,130) | (90) | - | - | - | - | (2,220) |
| As provided by Ordinary and Extraordinary Shareholders´<br>Meeting held on October 30, 2019: | |||||||||
| - Absorption of losses | - | - | - | - | - | (33,212) | - | - | (33,212) |
| - Treasury shares distribution | 1,435 | - | - | - | - | - | - | - | 1,435 |
| Reserve for share-based payments | 2 | - | - | - | (1) | - | (4) | - | (3) |
| Changes in non-controlling interest | - | (430) | - | - | - | - | - | - | (430) |
| Balance as of March 31, 2020 | (142) | (3,613) | 2,208 | 613 | 455 | - | 4 | 94 | (381) |
| ) | |||||||||
| --- | |||||||||
| Alejandro<br>G. Elsztain<br><br><br>Vice<br>President II<br><br><br>acting<br>as President |
3
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Unaudited Condensed Interim Separate Statements of Changes in Shareholders’ Equity
for the nine-month period ended March 31, 2019
(All amounts in millions, except as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
| Share capital | Treasury shares | Inflation adjustment of share capital and treasury<br>shares (i) | Share premium | Additional paid-in capital from treasury shares | Legal reserve | Special reserve RG 609/12 (ii) | Other reserves (iii) | Retained earnings | Total Shareholders' equity | |
|---|---|---|---|---|---|---|---|---|---|---|
| Balance as of June 30, 2018 | 482 | 20 | 9,261 | 10,052 | 87 | 353 | 5,597 | 5,433 | 19,241 | 50,526 |
| Adjustments previous periods (NIIF 9 y 15) | - | - | - | - | - | - | - | - | (199) | (199) |
| Adjusted balance as of June 30, 2018 | 482 | 20 | 9,261 | 10,052 | 87 | 353 | 5,597 | 5,433 | 19,042 | 50,327 |
| Loss for the period | - | - | - | - | - | - | - | - | (10,307) | (10,307) |
| Other comprehensive loss for the period | - | - | - | - | - | - | - | 1,698 | - | 1,698 |
| Total comprehensive (loss) income for the period | - | - | - | - | - | - | - | 1,698 | (10,307) | (8,609) |
| As provided by Ordinary Shareholders’ Meeting held and<br>Extraordinary Shareholders’ Meeting held on October 29,<br>2018: | ||||||||||
| - Results distribution | - | - | - | - | - | - | - | 30,872 | (30,872) | - |
| - Treasury shares distribution | 21 | (21) | - | - | - | - | - | - | - | - |
| Reversal by sale of investment properties | - | - | - | - | - | - | - | (31) | 31 | - |
| Reserve for share-based payments | - | - | - | - | - | - | - | 9 | - | 9 |
| Changes in non-controlling interest | - | - | - | - | - | - | - | (574) | - | (574) |
| Changes in interest in subsidiaries | (9) | 9 | - | - | - | - | - | (747) | - | (747) |
| Balance as of March 31, 2019 | 494 | 8 | 9,261 | 10,052 | 87 | 353 | 5,597 | 36,660 | (22,106) | 40,406 |
The accompanying notes are an integral part of these Unaudited Condensed Interim Separate Financial Statements.
(i) Includes Ps. 1 and Ps. 1 of inflation adjustment of Treasury shares as of March 31, 2019 and June 30, 2018, respectively.
(ii) Corresponding to General Resolution 609/12 of the National Securities Commission.
(iii) Group’s Other reserves at March 31, 2019 are comprised as:
| Cost of treasury shares | Changes in non-controlling interest | Reserve for currency translation adjustment | Other comprehensive income / (loss) | Reserve for share-based payments | Special reserves | Other subsidiary reserves | Reserve for the acquisition of securities issued by the<br>Company | Total Other reserves | |
|---|---|---|---|---|---|---|---|---|---|
| Balance as of June 30, 2018 | (1,819) | (2,366) | 5,221 | 117 | 443 | 3,747 | 9 | 81 | 5,433 |
| Adjustments previous periods (NIIF 9 y 15) | - | - | - | - | - | - | - | - | - |
| Adjusted balance as of June 30, 2018 | (1,819) | (2,366) | 5,221 | 117 | 443 | 3,747 | 9 | 81 | 5,433 |
| Other comprehensive loss for the period | - | - | 1,149 | 549 | - | - | - | - | 1,698 |
| Total comprehensive loss for the period | - | - | 1,149 | 549 | - | - | - | - | 1,698 |
| As provided by Ordinary Shareholders’ Meeting held and<br>Extraordinary Shareholders’ Meeting held on October 29,<br>2018: | |||||||||
| - Results distribution | - | - | - | - | - | 30,872 | - | - | 30,872 |
| - Treasury shares distribution | 1,406 | - | - | - | - | (1,406) | - | - | - |
| Reversal by sale of investment properties | - | - | - | (31) | - | - | - | - | (31) |
| Reserve for share-based payments | - | - | - | - | - | - | 9 | - | 9 |
| Changes in non-controlling interest | - | (574) | - | - | - | - | - | - | (574) |
| Changes in interest in subsidiaries | (747) | - | - | - | - | - | - | - | (747) |
| Balance as of March 31, 2019 | (1,160) | (2,940) | 6,370 | 635 | 443 | 33,213 | 18 | 81 | 36,660 |
| Alejandro<br>G. Elsztain<br><br><br>Vice<br>President II<br><br><br>acting<br>as President | |||||||||
| --- |
4
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Unaudited Condensed Interim Separate Statements of Cash Flows
for the nine-month periods ended March 31, 2020 and 2019
(All amounts in millions of Argentine Pesos, except as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
| Note | 03.31.20 | 03.31.19 | |
|---|---|---|---|
| Operating activities: | |||
| Cash generated from / (used in) operations | 15 | 1,992 | (5,961) |
| Net cash generated from / (used in) operating<br>activities | 1,992 | (5,961) | |
| Investing activities: | |||
| Capital contribution to subsidiaries, associates and joint<br>ventures | 6 | (180) | (98) |
| Decrease / (increase) of interest in subsidiaries, associates and<br>joint ventures | 883 | - | |
| Acquisition of property, plant and equipment | 8 | (213) | (175) |
| Proceeds from sale of property, plant and equipment | 8 | 3 | |
| Acquisition of Intangible assets | 9 | (5) | (1) |
| Acquisition of investment in financial instruments | (774) | (7,497) | |
| Proceeds from disposals of investment in financial<br>assets | 832 | 7,515 | |
| Loans granted to subsidiaries, associates and joint<br>ventures | (1,199) | - | |
| Advance payments | (24) | (44) | |
| Dividends received | 218 | 334 | |
| Net cash (used in) / generated from investing<br>activities | (454) | 37 | |
| Financing activities: | |||
| Repurchase of non-convertible notes | (544) | (80) | |
| Borrowings and issue ON | 6,252 | 5,114 | |
| Payment of borrowings and ON | (721) | (2,651) | |
| Obtaining of short-term loans, net | (4,484) | 4,705 | |
| Payments from derivative financial instruments | (29) | (85) | |
| Purchase of treasury stock | - | (747) | |
| Payment of financed purchases | - | (1) | |
| Interest paid | (1,185) | (703) | |
| Net cash (used in) / generated from financing<br>activities | (711) | 5,552 | |
| Net increase / (decrease) in cash and cash equivalents | 827 | (372) | |
| Cash and cash equivalents at beginning of the period | 138 | 405 | |
| Result from exposure to inflation on cash and cash<br>equivalents | 4 | 7 | |
| Currency translation adjustment on cash and cash<br>equivalents | 58 | 7 | |
| Cash and cash equivalents at the end of the period | 1,027 | 47 |
The accompanying notes are an integral part of these Unaudited Condensed Interim Separate Financial Statements.
| ) |
|---|
| Alejandro<br>G. Elsztain<br><br><br>Vice<br>President II<br><br><br>acting<br>as President |
5
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
1.
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 June 8, 2020.
2.
Basis of preparation of the Unaudited Condensed Interim Separate Financial Statements
2.1.
Basis of preparation
The National Securities Commission (CNV), in Title IV "Periodic Information Regime" - Chapter III "Rules relating to the presentation and valuation of financial statements" - Article 1, of its standards, has established the application of the Technical Resolution No. 26 (RT 26) of the FACPCE and its amendments, which adopt FRS, issued by the IASB, for certain companies included in the public offering regime of Law No. 26,831, either because of its stock or its non-convertible notes, or that have requested authorization to be included in the aforementioned regime.
For the preparation of these solo financial statements, the Company has use the option provided in IAS 34, and has prepared them in condensed form. Therefore, these financial statements do not include all the information required in a complete set of annual financial statements and, consequently, their reading is recommended together with the annual financial statements as of June 30, 2019.
In view of what has been mentioned in the preceding paragraphs, the management of the Company has prepared these financial statements in accordance with the accounting principles established by the CNV, which is based on the application of IFRS, in particular of IAS 34.
Additionally, the information required by the CNV indicated in article 1, Chapter III, Title IV of RG N ° 622/13 has been included. This information is included in a note to these solo financial statements.
IAS 29 "Financial Reporting in Hyperinflationary Economies" requires that the financial statements of an entity whose functional currency is one of a hyperinflationary economy be expressed in terms of the current unit of measurement at the closing date of the reporting period, regardless of whether they are based on the historical cost method or the current cost method. To do so, in general terms, the inflation produced from the date of acquisition or from the revaluation date, as applicable, must be calculated in the non-monetary items. This requirement also includes the comparative information of the financial statements.
In order to conclude on whether an economy is categorized as high inflation in the terms of IAS 29, the standard details a series of factors to be considered, including the existence of an accumulated inflation rate in three years that is Approximate or exceed 100%. Accumulated inflation in three years is over 100%. It is for this reason that, in accordance with IAS 29, the Argentine economy must be considered as high inflation starting July 1, 2018.
6
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
In addition, Law No. 27,468 (published in the Official Gazette on December 4, 2018), amended Section 10 of Law No. 23,928, as amended, and established that the derogation of all the laws or regulations imposing or authorizing price indexation, monetary restatement, cost variation or any other method for strengthening debts, taxes, prices or rates of goods, works or services, does not extend to financial statements, as to which the provisions of Section 62 in fine of the General Companies Law No. 19,550 (1984 revision), as amended, shall continue to apply. Moreover, the referred law repealed Decree No. 1269/2002 dated July 16, 2002, as amended, and delegated to the Argentine Executive Branch the power to establish, through its controlling agencies, the effective date of the referred provisions in connection with the financial statements filed with it. Therefore, under General Resolution 777/2018 (published in the Official Gazette on December 28, 2018) the Argentine Securities Commission (CNV) ordered that issuers subject to its supervision shall apply the inflation adjustment to reflect the financial statements in terms of the current measuring unit set forth in IAS 29 in their annual, interim and special financial statements closed on or after December 31, 2018.
Pursuant to IAS 29, the financial statements of an entity whose functional currency is that of a high inflationary economy should be reported in terms of the measuring unit current as of the date of the financial statements. All the amounts included in the statement of financial position which are not stated in terms of the measuring unit current as of the date of the financial statements should be restated applying the general price index. All items in the statement of income should be stated in terms of the measuring unit current as of the date of the financial statements, applying the changes in the general price index occurred from the date on which the revenues and expenses were originally recognized in the financial statements.
Adjustment for inflation in the initial balances has been calculated considering the indexes reported by the Argentine Federation of Professional Councils in Economic Sciences (FACPCE) based on the price indexes published by the Argentine Institute of Statistics and Census (INDEC).
The principal inflation adjustment procedures are the following:
Monetary assets and liabilities that are recorded in the current currency as of the balance sheet’s closing date are not restated because they are already stated in terms of the currency unit current as of the date of the financial statements.
Non-monetary assets and liabilities are recorded at cost as of the balance sheet date, and equity components are restated applying the relevant adjustment ratios.
All items in the statement of income are restated applying the relevant conversion factors.
The effect of inflation in the Company’s net monetary position is included in the statement of income under Financial results, net, in the item “Income / (loss) from exposure to changes in the currency’s purchasing power”.
Comparative figures have been adjusted for inflation following the procedure explained in the previous paragraphs.
Upon initially applying inflation adjustment, the equity accounts were restated as follows:
Capital was restated as from the date of subscription or the date of the most recent inflation adjustment for accounting purposes, whichever is later.
The resulting amount was included in the “Capital adjustment” account.
The conversion difference was restated in real terms (as applicable).
Other comprehensive income / (loss) was restated as from each accounting allocation.
The other reserves in the statement of income were not restated as of the initial application date, i.e., June 30, 2016.
7
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
2.2.
Accounting policies
The accounting policies applied in the preparation of these Unaudited Condensed Interim Financial Statements are consistent with those applied in the Annual Financial Statements as of June 30, 2019, except as mentioned below:
As described in Note 2.2 to the annual financial statements, the Company has adapted IFRS 16: Leases and Modification to IAS 28 “Investment in associates and joint ventures” in the current year applying the cumulative effect approach, therefore, accumulated impact was recognized in retained earnings as beginning of the period. Comparative figures were not restated.
The main changes were as follow:
IFRS 16: Leases
The standard establishes the criteria for recognition and valuation of leases for lessees and lessors. The changes incorporated mainly impact the tenant's accounting. IFRS 16 provides that the lessee recognizes an asset for the right of use and a liability at present value with respect to those contracts that meet the definition of lease agreements according to IFRS 16. In accordance with the standard, a lease agreement is one that provides the right to control the use of an identified asset for a specific period. In order for a company to have control over the use of an identified asset: a) it must have the right to obtain substantially all the economic benefits of the identified asset and b) it must have the right to direct the use of the identified asset.
The standard allows to exclude the short-term contracts (under 12 months) and those in which the underlying asset has low value.
The impact of the implementation of this standard as of July 1, 2019 is an increase in non-current assets due to the recognition of the right to use assets and lease liabilities for Ps. 279 and a decrease in investment in subsidiaries, associates and joint ventures of Ps. 4 , due to the impact of the application of said standard on our subsidiary IRSA Inversiones y Representaciones S.A.
Modification to IAS 28 “Investment in associates and joint ventures”
In accordance with the amendment to IAS 28, an entity shall implement the provisions of IFRS 9 to Long-term Investments that are essentially part of the entity's net investment in the associate or in the joint venture according to the definitions of said standard. The provisions of IFRS 9 shall apply to such investments with respect to the participation in the losses of an associate or a joint venture, as well as with respect to the recognition of the impairment of an investment in an associate or joint venture. In addition, when applying IFRS 9 to such long-term investments, the entity will make it prior to the adjustments made to the carrying amount of the investment in accordance with IAS 28.
Additionally, the Company opt for an accounting policy where the currency translation adjustments arising from these loans will be recorded as part of other comprehensive income.
2.3.
Comparative information
The balances as of June 30, 2019 and March 31, 2019, which are disclosed for comparative purposes, arise from the financial statements at such dates restated in accordance with IAS 29.
8
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
2.4.
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 Condensed Interim 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 Separate Financial Statements for the fiscal year ended June 30, 2019, described in Note 3 to them.
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.
4.
Acquisitions and disposals
See summary of acquisitions and additional disposals of the Company for the nine-month period ended March 31, 2020 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.
The Unaudited Condensed Interim Separate Financial Statements do not include all the information and disclosures of the risk management, so they should be read together with the Annual Separate Financial Statements as of June 30, 2019. There have been no significant changes in the risk management or risk management policies applied by the Company since the fiscal year.
5.2.
Fair value estimates
Since June 30, 2019, to the balance sheet date, 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
6.
Information about principal subsidiaries and associates
The Company conducts its business through several subsidiaries and associates.
As stated in Note 1 to these consolidated condensed interim financial statements, the Company indirectly participates through Tyrus in IDBD and DIC. These companies have certain restrictions and financial agreements in relation to their financial debt, including their debentures and loans with banks and financial institutions. Although the commitments and other restrictions resulting from the indebtedness of IDBD and DIC do not have recursive effects against our subsidiary IRSA, nor has IRSA guaranteed it with its assets, except for commitments of capital contributions described in said note; IRSA's financial risk related to this investment (IDBD and DIC) is limited to the aforementioned capital contribution commitments and the equity risk as of March 31, 2020, as a result of the pledges granted on the shares of DIC, is limited to the amount of the investment in said subsidiaries which amounts to Ps. 2,369 as of March 31, 2020.
Set out below are the changes in Company’s investment in subsidiaries and associates for the nine-month period ended March 31, 2020 and for the fiscal year ended June 30, 2019:
| 03.31.20 | 06.30.19 | |
|---|---|---|
| Beginning of the period / year | 38,879 | 63,501 |
| Dividends in shares received from subsidiaries | 302 | 1,561 |
| Changes in non-controlling interest (i) | - | (818) |
| Capital contribution | 180 | 102 |
| Sale of interest in subsidiaries | (1,142) | - |
| Increase of interest in subsidiaries, associates and joint<br>ventures | 5 | - |
| Low in subsidiaries | - | (1,782) |
| Share of profit of subsidiaries and associates | (4,982) | (21,307) |
| Foreign exchange gains | (2,130) | (880) |
| Others changes in subsidiaries’ and associates´<br>equity | 35 | 21 |
| Adjustments previous periods (IFRS 16 y IAS 28) | (773) | (193) |
| Other comprehensive loss | (90) | - |
| Share of changes in subsidiaries’ and associates´<br>equity | (430) | 612 |
| Reserve for share-based payments | (3) | 12 |
| Dividends distributed | (572) | (1,950) |
| End of the period / year | 29,279 | 38,879 |
(i)
Includes the effect of changes in subsidiaries as consequence of repurchase of equity interest.
See changes in Company’s investment in associates and joint ventures for the nine-month period ended March 31, 2020 in Note 7 to the Unaudited Condensed Interim Consolidated Financial Statements and for the year ended June 30, 2019 in Note 8 to the Annual Consolidated Financial Statements.
10
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
| % of ownership interest | Registered value | Entity's interest in comprehensive income / (loss) | Last financial statement issued | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name of the entity | 03.31.20 | 06.30.19 | 03.31.20 | 06.30.19 | 03.31.20 | 03.31.19 | Market value as of 03.31.20 | Place of business / country of incorporation | Main activity | Amount of common shares 1 vote | Common shares (nominal value) | Income /(loss) for the period | Shareholders' equity | |
| Subsidiaries | ||||||||||||||
| Brasilagro Companhia Brasileira de Propriedades<br>Agrícolas | 33.55% | 43.29% | 5,740 | 7,357 | (420) | 1,612 | 17.35 | Brazil | Agricultural | 19,910,800 | 2,497 | 1,157 | 13,793 | |
| Agropecuaria Santa Cruz de la Sierra S.A. (formerly Doneldon<br>S.A.) | 100.00% | 100.00% | 1,550 | 1,366 | 180 | 108 | Not publicly traded | Uruguay | Investment | 269,729,872 | 270 | 16 | 1,550 | |
| Futuros y Opciones.Com S.A. | 50.10% | 50.10% | 393 | 346 | 182 | 172 | Not publicly traded | Argentina | Brokerage | 817,683 | 2 | 366 | 784 | |
| Amauta Agro S.A. (formerly FyO Trading S.A.) | 2.20% | 2.20% | 1 | 1 | - | - | Not publicly traded | Argentina | Brokerage | 11,264 | 1 | (10) | 55 | |
| FyO Acopio S.A. (formerly Granos Olavarría S.A.) | 2.20% | 2.20% | 7 | 5 | 2 | 3 | Not publicly traded | Argentina | Warehousing and Brokerage | 506,440 | 23 | 95 | 319 | |
| Helmir S.A. | 100.00% | 100.00% | 1,987 | 1,553 | 238 | 36 | Not publicly traded | Uruguay | Investment | - | 229 | 207 | 1,987 | |
| Sociedad Anómina Carnes Pampeanas S.A. | 99.70% | 99.70% | 317 | 350 | (33) | (104) | Not publicly traded | Argentina | Agroindustrial | 496,050,301 | 498 | (33) | 318 | |
| IRSA Inversiones y Representaciones Sociedad<br>Anónima | 61.95% | 61.97% | 18,200 | 27,090 | (7,363) | (7,814) | 50.80 | Argentina | Real Estate | 356,913,421 | 576 | (8,482) | 29,750 | |
| IRSA Propiedades Comerciales S.A. | 2.62% | 1.47% | 675 | 439 | (50) | 6 | 287.50 | Argentina | Real Estate | 3,304,975 | 126 | (1,763) | 49,610 | |
| Total Subsidiaries | 28,870 | 38,507 | (7,264) | (5,981) | ||||||||||
| Associates | ||||||||||||||
| Agrouranga S.A. | 35.72% | 35.72% | 334 | 307 | 52 | 48 | Not publicly traded | Argentina | Agricultural | 2,595,247 | 7 | 147 | 355 | |
| Uranga Trading S.A. | 35.72% | 35.72% | 75 | 65 | 10 | (7) | Not publicly traded | Argentina | Marketing, warehousing and processing | 653,369 | 2 | 27 | 209 | |
| Total Associates | 409 | 372 | 62 | 41 | ||||||||||
| Total Investments in subsidiaries, associates and join<br>ventures | 29,279 | 38,879 | (7,202) | (5,940) |
11
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
7.
Investment properties
Changes in Company’s investment properties for the nine-month period ended March 31, 2020 and for the fiscal year ended June 30, 2019 were as follows:
| 03.31.20 | 06.30.19 | |
|---|---|---|
| Beginning of the period / year | 102 | 107 |
| Changes in fair value | 12 | (5) |
| End of the period / year | 114 | 102 |
During the period ended March 31, 2020 and for the year ended June 30, 2019, there were no financial costs activated as there have been no assets that qualify for capitalization. No investment property of the Company has been mortgaged to guarantee some of the Company´s loans.
The amounts recognized in the statement of income and other comprehensive income are not material for any of the exercises analyzed.
As described in Note 2.7 to the consolidated financial statements, the Group uses the valuation made by qualified external appraisers to determine the fair value of its investment properties. Fair values are based on comparable values (Level 2 of the fair value hierarchy). The sales prices of comparable land are adjusted taking into account the specific aspects of each land, the most important used premise being the price per hectare.
8.
Property, plant and equipment
Changes in Company’s property, plant and equipment for the nine-month period ended March 31, 2020 and for the fiscal year ended June 30, 2019 were as follows:
| Owner occupied farmland (ii) | Others | Total as of 03.31.20 | Total as of 06.30.19 | |
|---|---|---|---|---|
| Costs | 6,285 | 339 | 6,624 | 6,285 |
| Accumulated depreciation | (752) | (188) | (940) | (821) |
| Net book amount at the beginning of the period / year | 5,533 | 151 | 5,684 | 5,464 |
| Additions | 188 | 25 | 213 | 361 |
| Disposals | (6) | (2) | (8) | (7) |
| Reclassifications | - | (6) | (6) | - |
| Depreciation charge (i) | (66) | (29) | (95) | (134) |
| Balances at the end of the period / year | 5,649 | 139 | 5,788 | 5,684 |
| Costs | 6,468 | 355 | 6,823 | 6,624 |
| Accumulated depreciation | (819) | (216) | (1,035) | (940) |
| Net book amount at the end of the period / year | 5,649 | 139 | 5,788 | 5,684 |
(i) For the fiscal years ended March 31, 2020 and June 30, 2019, the depreciation expense of property, plant and equipment has been charged as follows: Ps. 9 and Ps. 18 in "Costs"; Ps. 6 and Ps. 23 in “General and administrative expenses” and Ps. 1 and Ps. 1 in “Selling expenses” in “the Statement of Income and Other Comprehensive Income"; Ps. 79 and Ps. 106 were capitalized as part of the biological assets costs.
(ii) Includes farms, buildings and facilities of farmlands properties.
12
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
9.
Intangible assets
Changes in Company’s intangible assets for the nine-month period ended as of March 31, 2020 and for the fiscal year ended as of June 30, 2019 were as follows:
| Computer software | Concession rights | Total as of 03.31.20 | Total as of 06.30.19 | |
|---|---|---|---|---|
| Costs | 14 | 313 | 327 | 324 |
| Accumulated amortization | (9) | (120) | (129) | (115) |
| Net book amount at the beginning of the period / year | 5 | 193 | 198 | 209 |
| Additions | 5 | - | 5 | 3 |
| Amortization charges (i) | (3) | (5) | (8) | (14) |
| Balances at the end of the period / year | 7 | 188 | 195 | 198 |
| Costs | 19 | 313 | 332 | 327 |
| Accumulated amortization | (12) | (125) | (137) | (129) |
| Net book amount at the end of the period / year | 7 | 188 | 195 | 198 |
(ii)
Amortization charges are included in “General and administrative expenses” in the Statement of Income and Other Comprehensive Income. There are no impairment charges for any of the years presented.
10.
Right of use assets
The composition in the Company's rights of use assets for the nine-month period ended as of March 31, 2020 and for the fiscal year ended as of June 30, 2019 is as follows:
| 03.31.20 | 06.30.19 | |
|---|---|---|
| Non Current | ||
| Owner occupied farmland | 459 | - |
| Machines and equipment | 3 | - |
| Total Right-of-use assets | 462 | - |
The amortization charge of the right-of-use assets is detailed below:
| 03.31.20 | 03.31.19 | |
|---|---|---|
| Owner occupied farmland | 56 | - |
| Machines and equipment | 3 | - |
| Total amortization of Right-of-use assets | 59 | - |
11.
Biological assets
Changes in the Company’s biological assets for the nine-month period ended as of March 31, 2020 and for the fiscal year ended as of June 30, 2019 were as follows:
| Sown land-crops | Breeding cattle | Other cattle | Others | Total as of 03.31.20 | Total as of 06.30.19 | ||
|---|---|---|---|---|---|---|---|
| Level 1 | Level 3 | Level 2 | Level 2 | Level 1 | |||
| Net book amount at the beginning of the period / year | 90 | 1,327 | 1,691 | 29 | 32 | 3,169 | 2,176 |
| Purchases | - | - | 6 | 1 | - | 7 | 8 |
| Changes by transformation | (90) | 90 | - | - | - | - | - |
| Initial recognition and changes in the fair value of biological<br>assets | - | 565 | (9) | (4) | - | 552 | 951 |
| Decrease due to harvest | - | (2,159) | - | - | - | (2,159) | (3,571) |
| Sales | - | - | (697) | (1) | - | (698) | (397) |
| Consumes | - | - | (3) | - | (5) | (8) | (9) |
| Costs for the period | 15 | 2,599 | 571 | - | 5 | 3,190 | 4,011 |
| Balances at the end of the period / year | 15 | 2,422 | 1,559 | 25 | 32 | 4,053 | 3,169 |
| Non-current (production) | - | - | 1,232 | 20 | 32 | 1,284 | 1,364 |
| Current (consumable) | 15 | 2,422 | 327 | 5 | - | 2,769 | 1,805 |
| Net book amount at the end of the period / year | 15 | 2,422 | 1,559 | 25 | 32 | 4,053 | 3,169 |
13
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
During the nine-month period ended March 31, 2020 and the year ended June 30, 2019 there have been transfers for Ps.90 between the fair value hierarchies 1 and 3 of sown land-crops (due to the degree of phenological growth of the crop). Likewise, there were no reclassifications among their respective categories.
See information on valuation processes used by the entity in Note 13 to the Consolidated Financial Statements as of June 30, 2019.
As of March 31, 2020, and June 30, 2019, the better and maximum use of biological assets shall not significantly differ from the current use.
12.
Inventories
Breakdown of Company’s inventories as of March 31, 2020 and June 30, 2019 are as follows:
| 03.31.20 | 06.30.19 | |
|---|---|---|
| Current | ||
| Crops | 205 | 1,609 |
| Materials and supplies | 4 | 4 |
| Seeds and fodders | 960 | 867 |
| Total inventories | 1,169 | 2,480 |
As of March 31, 2020 and June 30, 2019 the cost of inventories recognized as expense amounted to Ps. 3,800 and Ps. 3,101, respectively and they have been included in “Costs” in the Unaudited Condensed Interim Separate Statement of Income and Other Comprehensive Income.
13.
Financial instruments by category
Determining fair values
See determination of the fair value of the Company's financial instruments in Note 15 to the Annual Consolidated Financial Statements as of June 30, 2019.
The following tables present the Company’s financial assets and financial liabilities that are measured at fair value as of March 31, 2020 and June 30, 2019 and their allocation to the fair value hierarchy:
| Financial assets at amortized cost | Financial assets at fair value through profit or<br>loss | Subtotal financial assets | Non-financial assets | Total | ||
|---|---|---|---|---|---|---|
| March 31, 2020 | Level 1 | Level 2 | ||||
| Assets as per statement of financial position | ||||||
| Trade<br>and other receivables (excluding the allowance for doubtful<br>accounts and other receivables) (Note 14) | 3,348 | - | - | 3,348 | 719 | 4,067 |
| Investment<br>in financial assets | ||||||
| -<br>Mutual funds | - | 2 | - | 2 | - | 2 |
| Derivative<br>financial instruments | ||||||
| -<br>Crops future contracts | - | 30 | - | 30 | - | 30 |
| -<br>Foreign-currency futures contracts | - | 4 | 31 | 35 | - | 35 |
| Cash<br>and cash equivalents | ||||||
| -<br>Cash on hand and at bank | 475 | - | - | 475 | - | 475 |
| -<br>Short-term investments | - | 552 | - | 552 | - | 552 |
| Total assets | 3,823 | 588 | 31 | 4,442 | 719 | 5,161 |
14
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
| Financial liabilities at amortized cost | Financial liabilities at fair value | Subtotal financial liabilities | Non-financial liabilities | Total | |
|---|---|---|---|---|---|
| Level 1 | |||||
| Liabilities as per statement of financial position | |||||
| Trade<br>and other payables (Note 16) | 1,761 | - | 1,761 | 154 | 1,915 |
| Borrowings<br>(Note 18) | 31,593 | - | 31,593 | - | 31,593 |
| Derivative<br>financial instruments | |||||
| - Crops options contracts | - | 3 | 3 | - | 3 |
| Total liabilities | 33,354 | 3 | 33,357 | 154 | 33,511 |
| Financial assets at amortized cost | Financial assets at fair value through profit or<br>loss | Subtotal financial assets | Non-financial assets | Total | |
| --- | --- | --- | --- | --- | --- |
| June 30, 2019 | Level 1 | ||||
| Assets as per statement of financial position | |||||
| Trade<br>and other receivables (excluding the allowance for doubtful<br>accounts and other receivables) (Note 13) | 2,163 | - | 2,163 | 701 | 2,864 |
| Investment<br>in financial assets | |||||
| -<br>Mutual funds | - | 58 | 58 | - | 58 |
| Cash<br>and cash equivalents | |||||
| -<br>Cash on hand and at bank | 47 | - | 47 | - | 47 |
| -<br>Short-term investments | - | 91 | 91 | - | 91 |
| Total assets | 2,210 | 149 | 2,359 | 701 | 3,060 |
| Financial liabilities at amortized cost | Financial liabilities at fair value | Subtotal financial liabilities | Non-financial liabilities | Total | |
| --- | --- | --- | --- | --- | --- |
| Level 1 | |||||
| Liabilities as per statement of financial position | |||||
| Trade<br>and other payables (Note 16) | 1,079 | - | 1,079 | 129 | 1,208 |
| Borrowings<br>(excluding finance lease liabilities) (Note 18) | 26,520 | - | 26,520 | - | 26,520 |
| Finance<br>lease obligations (Note 18) | 7 | - | 7 | - | 7 |
| Derivative<br>financial instruments | |||||
| - Foreign-currency futures contracts | - | 5 | 5 | - | 5 |
| - Crops future contracts | - | 25 | 25 | - | 25 |
| Total liabilities | 27,606 | 30 | 27,636 | 129 | 27,765 |
14.
Trade and other receivables
Breakdown of the Company’s trade and other receivables as of March 31, 2020 and June 30, 2019 are as follows:
| 03.31.20 | 06.30.19 | |
|---|---|---|
| Receivables from sale of properties (i) | 986 | 872 |
| Receivables from sale of agricultural products and<br>services | 626 | 437 |
| Debtors under legal proceedings | 8 | 9 |
| Less: allowance for doubtful accounts | (8) | (10) |
| Total trade receivables | 1,612 | 1,308 |
| Prepayments | 349 | 450 |
| Tax credits | 335 | 235 |
| Loans | 17 | 27 |
| Advance payments | 35 | 16 |
| Expenses to recover | 9 | 8 |
| Others | 22 | 60 |
| Total other receivables | 767 | 796 |
| Related parties (Note 24) | 1,680 | 750 |
| Total trade and other receivables | 4,059 | 2,854 |
| Non-current | 824 | 754 |
| Current | 3,235 | 2,100 |
| Total trade and other receivables | 4,059 | 2,854 |
(i) Net of implicit interests
15
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
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. 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 28.
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 2.16 to the Consolidated Financial Statements as of June 30, 2019.
Movements on the Company’s allowance for doubtful accounts are as follows:
| 03.31.20 | 06.30.19 | |
|---|---|---|
| Beginning of the period / year | 10 | 19 |
| Recovered | - | (3) |
| Inflation Adjustment | (2) | (6) |
| End of the period / year | 8 | 10 |
The addition and release of allowance for doubtful accounts have been included in “Selling expenses” in the Unaudited Condensed Interim Separate Statement of Income and Other Comprehensive Income (Note 22). Amounts charged to the provision account are generally written off when there is no expectation of recovering additional cash.
15.
Cash flow information
Following is a detailed description of cash flows used in the Company’s operations for the nine-month periods ended as of March 31, 2020 and 2019:
| 03.31.20 | 03.31.19 | |
|---|---|---|
| Loss for the period | (10,603) | (10,307) |
| Adjustments for: | ||
| Income tax | 724 | (340) |
| Depreciation and amortization | 26 | 36 |
| Impairment of interest in subsidiaries | - | 540 |
| Unrealized gain from derivative financial instruments of<br>commodities | (96) | (245) |
| Unrealized loss from derivative financial instruments (except<br>commodities) | - | 53 |
| Changes in fair value of financial assets at fair value through<br>profit or loss | (24) | 9 |
| Accrued interest, net | 5,693 | (1,560) |
| Unrealized initial recognition and changes in the fair value of<br>biological assets | (1,505) | (1,062) |
| Changes in net realizable value of agricultural products after<br>harvest | (446) | (33) |
| Provisions | 27 | (67) |
| Loss / (Gain) from repurchase of Non-convertible Notes | 1 | (1) |
| Loss from disposal of associates, subsidiaries and joint<br>ventures | 255 | - |
| Share of profit in subsidiaries, associates and joint<br>ventures | 4,982 | 7,638 |
| Changes in fair value of investment properties | (12) | (6) |
| Changes in operating assets and liabilities: | ||
| Decrease / (Increase) in biological assets | 755 | (517) |
| Decrease in inventories | 1,756 | 652 |
| Decrease / (Increase) in trade and other receivables | 88 | (42) |
| Increase in right of use assets | (515) | |
| Increase in lease Liabilities | 303 | - |
| Increase / (Decrease) in derivative financial<br>instruments | 45 | (6) |
| Decrease in provisions | (4) | (7) |
| Increase / (Decrease) in trade and other payables | 677 | (595) |
| Decrease in payroll and social security liabilities | (135) | (101) |
| Net cash generated from / (used in) operating activities before<br>income tax paid | 1,992 | (5,961) |
16
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
The following table shows a detail of non-cash transactions occurred in the nine-month periods ended as of March 31, 2020 and 2019:
| 03.31.20 | 03.31.19 | |
|---|---|---|
| Non-cash activities | ||
| Dividends not collected | (54) | (4) |
| (Decrease) / increase of interest in subsidiaries, associates and<br>joint venture by exchange differences on translating foreign<br>operations | (2,133) | (1,149) |
| Increase of interest in subsidiaries, associates and joint ventures<br>by a decrease in trade and other receivables | 2 | (9) |
| Increase / (decrease) of interest in subsidiaries, associates and<br>joint ventures through reserve for share-based<br>compensation | (5) | 9 |
| Decrease of interest in subsidiaries, associates and joint ventures<br>by a decrease in trade and other payables | - | 1,243 |
16.
Trade and other payables
The detail of the Company’s trade and other payables as of March 31, 2020 and June 30, 2019 are as follows:
| 03.31.20 | 06.30.19 | |
|---|---|---|
| Trade payables | 732 | 374 |
| Provisions | 729 | 632 |
| Sales, rent and services payments received in advance | 138 | 103 |
| Total trade payables | 1,599 | 1,109 |
| Taxes payable | 17 | 26 |
| Others | 6 | 2 |
| Total other payables | 23 | 28 |
| Related parties (Note 25) | 293 | 71 |
| Total trade and other payables | 1,915 | 1,208 |
| Current | 1,915 | 1,208 |
| Total trade and other payables | 1,915 | 1,208 |
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 28.
17.
Provisions
The table below shows the movements in Company's provisions categorized by type of provision:
| Labor and tax claims and other claims | Total as of 03.31.20 | Total as of 06.30.19 | |
|---|---|---|---|
| Beginning of period / year | 16 | 16 | 24 |
| Additions | 1 | 1 | 1 |
| Inflation Adjustment | (5) | (5) | (9) |
| End of period / year | 12 | 12 | 16 |
| Non-current | 9 | 12 | |
| Current | 3 | 4 | |
| Total | 12 | 16 |
17
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
18. Borrowings
The detail of the Company’s borrowings as of March 31, 2020 and June 30, 2019 is as follows:
| Book value | Fair Value | |||
|---|---|---|---|---|
| 03.31.20 | 06.30.19 | 03.31.20 | 06.30.19 | |
| Non-convertible notes | 17,668 | 10,914 | 13,483 | 10,181 |
| Bank loans and others | 9,367 | 12,362 | 9,186 | 12,366 |
| Related parties (Note 25) | 2,621 | 2,410 | 2,232 | 2,428 |
| Finance leases obligations | - | 7 | - | 7 |
| Bank overdrafts | 1,937 | 834 | 1,937 | 834 |
| Total borrowings | 31,593 | 26,527 | 26,838 | 25,816 |
| Non-current | 14,464 | 13,158 | ||
| Current | 17,129 | 13,369 | ||
| Total borrowings | 31,593 | 26,527 |
19. Taxation
The detail of the provision for the Company’s income tax is as follows:
| 03.31.20 | 03.31.19 | |
|---|---|---|
| Deferred income tax | (724) | 264 |
| Minimum presumed income tax | - | 76 |
| Income tax | (724) | 340 |
The gross movements on the deferred income tax account were as follows:
| 03.31.20 | 06.30.19 | |
|---|---|---|
| Beginning of the period / year | (3,042) | 1,356 |
| Charged to the Statement of Comprehensive Income | (724) | (4,398) |
| End of the period / year | (3,766) | (3,042) |
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 income tax as follows:
| 03.31.20 | 03.31.19 | |
|---|---|---|
| Tax calculated at the tax applicable tax rate in effect<br>(i) | 2,964 | 3,194 |
| Permanent differences: | - | |
| Share of profit of subsidiaries, associates and joint<br>ventures | (1,614) | (2,291) |
| Income tax rate change (*) | (189) | (424) |
| Provision for unrecoverability of tax loss<br>carry-forwards | (1,862) | (792) |
| Tax Transparency | 1 | (46) |
| Low of interest in subsidiaries | - | (262) |
| Loss from disposal of subsidiaries | (209) | - |
| Non-taxable results, non-deductible expenses and<br>others | (7) | 16 |
| Inflation adjustment for tax purposes | (1,651) | - |
| Inflation Adjustment | 1,843 | 869 |
| Minimum presumed income tax charged to the Statement of<br>Comprehensive Income | - | 76 |
| Income tax | (724) | 340 |
(*) Each period corresponds to the effect of applying to the deferred tax items the changes in the applicable tax rates.
(i)
The Income Tax rate in effect in Argentina as of March 31, 2020 and 2019 was 30%. See Note 22 to the Annual Consolidated Financial Statements.
18
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
20.
Revenues
| 03.31.20 | 03.31.19 | |
|---|---|---|
| Crops | 4,990 | 2,111 |
| Cattle | 876 | 405 |
| Supplies | 2 | 18 |
| Leases and agricultural services | 237 | 147 |
| Total revenues | 6,105 | 2,681 |
21.
Costs
| 03.31.20 | 03.31.19 | |
|---|---|---|
| Crops | 3,789 | 1,913 |
| Cattle | 710 | 323 |
| Supplies | - | 12 |
| Leases and agricultural services | 146 | 139 |
| Other costs | 20 | 24 |
| Total costs | 4,665 | 2,411 |
22.
Expenses by nature
| Costs (i) | Cost of Production | General and administrative expenses | Selling expenses | Total as of 03.31.20 | Total as of 03.31.19 | |
|---|---|---|---|---|---|---|
| Supplies and labors | 119 | 2,665 | - | - | 2,784 | 2,501 |
| Leases and expenses | - | 4 | 18 | 2 | 24 | 24 |
| Amortization and depreciation | 12 | 135 | 14 | 1 | 162 | 101 |
| Doubtful accounts (charge and recovery) | - | - | - | - | - | (1) |
| Cost of sale of agricultural products and biological<br>assets | 4,499 | - | - | - | 4,499 | 2,248 |
| Advertising, publicity and other selling expenses | - | - | - | 2 | 2 | 3 |
| Maintenance and repairs | 7 | 44 | 26 | 1 | 78 | 77 |
| Payroll and social security liabilities | 19 | 207 | 185 | 24 | 435 | 464 |
| Fees and payments for services | 2 | 15 | 29 | 27 | 73 | 55 |
| Freights | 3 | 56 | - | 734 | 793 | 276 |
| Bank commissions and expenses | - | - | 24 | - | 24 | 16 |
| Travel expenses and stationery | 2 | 31 | 13 | 1 | 47 | 56 |
| Conditioning and clearance | - | - | - | 146 | 146 | 76 |
| Director’s fees | - | - | 43 | - | 43 | 25 |
| Taxes, rates and contributions | 2 | 28 | 1 | 95 | 126 | 111 |
| Others | - | - | - | - | - | 4 |
| Total expenses by nature as of 03.31.20 | 4,665 | 3,185 | 353 | 1,033 | 9,236 | - |
| Total expenses by nature as of 03.31.19 | 2,411 | 2,842 | 366 | 417 | 6,036 |
(i) Include Ps. 20 and Ps. 24 of other agricultural operating costs as of March 31, 2020 and 2019, respectively.
19
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
23.
Other operating results, net
| 03.31.20 | 03.31.19 | |
|---|---|---|
| Administration fees | 2 | 3 |
| Gain from commodity derivative financial instruments | 86 | 344 |
| Interests from operating assets | 63 | 70 |
| Contingencies | - | (1) |
| Disposal of interest in subsidiaries | (255) | (540) |
| Others | 8 | 1 |
| Total other operating results, net | (96) | (123) |
24.
Financial results, net
| 03.31.20 | 03.31.19 | |
|---|---|---|
| Financial income: | ||
| Interest income | 13 | 3 |
| Total financial income | 13 | 3 |
| Financial costs: | ||
| Interest expenses | (2,254) | (1,238) |
| Other financial costs | (172) | (126) |
| Total financial costs | (2,426) | (1,364) |
| Other financial results: | ||
| Exchange rate difference, net | (3,776) | (1,719) |
| Fair value gains of financial assets at fair value through profit<br>or loss | 163 | 7 |
| Loss from derivative financial instruments (except<br>commodities) | 162 | (216) |
| Gain from repurchase of NCN | (1) | 1 |
| Total other financial results | (3,452) | (1,927) |
| Inflation Adjustment | (11) | 412 |
| Total financial results, net | (5,876) | (2,876) |
20
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
25.
Related party transactions
See description of the main transactions conducted with related parties in Note 31 to the Consolidated Financial Statements as of June 30, 2019.
The following is a summary of the balances with related parties as of March 31, 2020 and June 30, 2019:
| Items | 03.31.20 | 06.30.19 | ||
|---|---|---|---|---|
| Trade and other payables | (293) | (71) | ||
| Borrowings | (2,621) | (2,410) | ||
| Trade and other receivables | 1,680 | 750 | ||
| Total | (1,234) | (1,731) | ||
| Related party | 03.31.20 | 06.30.19 | Description of transaction | Item |
| --- | --- | --- | --- | --- |
| IRSA Inversiones y Representaciones Sociedad<br>Anónima | 43 | 35 | Corporate services receivable | Trade and other receivables |
| (5) | (11) | Reimbursement of expenses payable | Trade and other payables | |
| 2 | 15 | Leases | Trade and other receivables | |
| 1 | 1 | Share based payments | Trade and other receivables | |
| - | 1 | Administration fees | Trade and other receivables | |
| Brasilagro Companhia Brasileira de Propriedades<br>Agrícolas | (3) | (1) | Leases | Trade and other payables |
| - | 288 | Dividends receivables | Trade and other receivables | |
| 10 | 7 | Reimbursement of expenses receivable | Trade and other receivables | |
| Sociedad Anónima Carnes Pampeanas S.A. (formerly<br>EAASA) | 80 | 30 | Sale of goods and/or services | Trade and other receivables |
| - | 1 | Reimbursement of expenses receivable | Trade and other receivables | |
| Helmir S.A. | (606) | (519) | Borrowings | Borrowings |
| 1,199 | - | Loans granted | Trade and other receivables | |
| Ombú Agropecuaria S.A. | 2 | 4 | Reimbursement of expenses receivable | Trade and other receivables |
| (5) | - | Leases | Trade and other payables | |
| (1) | (6) | Reimbursement of expenses payable | Trade and other payables | |
| Agropecuaria Acres del Sud S.A. | 3 | 4 | Administration fees | Trade and other receivables |
| Yatay Agropecuaria S.A. | 3 | 3 | Administration fees | Trade and other receivables |
| (370) | (319) | Borrowings | Borrowings | |
| Yuchán Agropecuaria S.A. | 2 | 3 | Administration fees | Trade and other receivables |
| Futuros y Opciones.Com S.A. | 232 | 187 | Brokerage operations receivable | Trade and other receivables |
| (249) | - | Services received | Trade and other payables | |
| - | 1 | Administration fees | Trade and other receivables | |
| (22) | (18) | Reimbursement of expenses payable | Trade and other payables | |
| Total Subsidiaries | 316 | (294) | ||
| Agro-Uranga S.A. | - | 1 | Dividends receivables | Trade and other receivables |
| - | 9 | Reimbursement of expenses receivable | Trade and other receivables | |
| Total Associates | - | 10 | ||
| IRSA Propiedades Comerciales S.A. | 93 | 37 | Reimbursement of expenses receivable | Trade and other receivables |
| 3 | 4 | Share based payments | Trade and other receivables | |
| 1 | - | Leases | Trade and other receivables | |
| (1,612) | (1,541) | Non-convertible notes | Borrowings | |
| (1) | - | Reimbursement of expenses payable | Trade and other payables | |
| - | 117 | Reimbursement of expenses receivable | Trade and other receivables | |
| Panamerican Mall S.A. | (33) | (31) | Non-convertible notes | Borrowings |
| FyO Acopio S.A. | - | (1) | Purchase of goods and/or services | Trade and other payables |
| Total Subsidiaries of the subsidiaries | (1,549) | (1,415) | ||
| CAMSA and its subsidiaries | 1 | 2 | Reimbursement of expenses receivable | Trade and other receivables |
| Consultores Assets Management | 1 | - | Services | Trade and other receivables |
| Estudio Zang, Bergel & Viñes | (1) | (1) | Legal services | Trade and other payables |
| Other Related parties | 1 | 1 | ||
| Inversiones Financieras del Sur S.A. (1) | 4 | - | Loans granted | Trade and other receivables |
| Total Parent Company | 4 | - | ||
| Directors and Senior Management | (6) | (33) | Director's fees | Trade and other payables |
| Total Directors and Senior Management | (6) | (33) | ||
| Total | (1,234) | (1,731) |
21
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
The following is a summary of the results with related parties for the nine-month period ended as of March 31, 2020 and 2019:
| Related party | 03.31.20 | 03.31.19 | Description of transaction |
|---|---|---|---|
| IRSA Inversiones y Representaciones Sociedad<br>Anónima | (5) | (12) | Leases and/or rights of use |
| (179) | 101 | Corporate services | |
| Futuros y Opciones.Com S.A. | (10) | (9) | Purchase of goods and/or services |
| 1 | 1 | Management fees | |
| (2) | - | Financial operations | |
| Sociedad Anónima Carnes Pampeanas S.A. (formerly<br>EAASA) | 440 | 254 | Sale of goods and/or services |
| Amauta Agro S.A. (formerly FyO Trading S.A.) | (76) | (87) | Purchase of goods and/or services |
| Helmir S.A. | 2 | (245) | Financial operations |
| (22) | - | Financial operations | |
| Total subsidiaries | 149 | 3 | |
| Panamerican Mall S.A. | (2) | (4) | Financial operations |
| Yatay Agropecuaria S.A. | (12) | (12) | Financial operations |
| IRSA Propiedades Comerciales S.A. | (8) | (4) | Leases and/or rights of use |
| 576 | 289 | Corporate services | |
| (97) | (136) | Financial operations | |
| FyO Acopio S.A. | - | 197 | Sale of goods and/or services |
| (8) | 4 | Management fees | |
| (47) | (56) | Purchase of goods and/or services | |
| Total Subsidiaries of the subsidiaries | 402 | 278 | |
| Estudio Zang, Bergel & Viñes | (4) | (4) | Legal services |
| Hamonet S.A. | (1) | - | Leases and/or rights of use |
| San Bernardo de Córdoba S.A. | - | (1) | Leases and/or rights of use |
| Isaac Elsztain e Hijos S.C.A. | (2) | - | Leases and/or rights of use |
| Other Related parties | (7) | (5) | |
| Inversiones Financieras del Sur S.A. | 4 | - | Financial operations |
| Total Parent Company | 4 | - | |
| Directores | (43) | (30) | Compensation of Directors |
| Senior Management | - | (18) | Compensation of Senior Management |
| Total Directors and Senior Management | (43) | (48) | |
| Total | 505 | 228 |
The following is a summary of the transactions with related parties for the nine-month period ended as of March 31, 2020 and 2019:
| Related party | 03.31.20 | 03.31.19 | Description of transaction |
|---|---|---|---|
| Agropecuarias Santa Cruz de la Sierra S.A. | 3 | 3 | Additional paid-in capital |
| Helmir S.A. | 177 | - | Additional paid-in capital |
| Sociedad Anónima Carnes Pampeanas S.A. | - | 61 | Additional paid-in capital |
| - | 9 | Capitalization of credits | |
| Uranga Trading S.A. | - | 34 | Additional paid-in capital |
| Total subsidiary contributions | 180 | 107 | |
| IRSA Inversiones y Representaciones Sociedad<br>Anónima | 347 | 1,561 | Dividends received |
| IRSA Propiedades Comerciales S.A. | 11 | - | Dividends received |
| Brasilagro Companhia Brasileira de Propriedades Agrícolas<br>(“Brasilagro”) | 55 | 65 | Dividends received |
| Agro-Uranga S.A. | 24 | 20 | Dividends received |
| Futuros y Opciones.Com S.A. | 135 | 33 | Dividends received |
| Total dividends received | 572 | 1,679 |
Stock loan granted
On October 18, 2019, the Board of Directors of Cresud approved the granting of a loan of 3,235,000 American Depositary Receipts ("ADRs") from IRSA Inversiones y Representaciones Sociedad Anónima, owned by the Company to Inversiones Financieras del Sur S.A., Company controlled by the president of our Company. The loan has been guaranteed by Inversiones Financieras del Sur S.A. with stocks of equivalent value.
22
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
26.
CNV General Resolution N° 622/13
As required by Section 1°, Chapter III, Title IV of CNV General Resolution N° 622/13, 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 6 - Investments in subsidiaries, associates and joint<br>ventures |
| Exhibit D - Other investments | Note 13 – Financial instruments by category |
| Exhibit E - Provisions | Note 14 – Trade and other receivables |
| Note 17 – Provisions | |
| Exhibit F - Cost of sales and services | Note 27 – Cost of sales and services provided |
| Exhibit G - Foreign currency assets and liabilities | Note 28 – Foreign currency assets and<br>liabilities |
| Exhibit H - Exhibit of expenses | Note 22 – Expenses by nature |
27.
Cost of sales and services provided
| Description | Biological assets (1) | Agricultural stock | Services and other operating costs | Total as of 03.31.20 | Total as of 03.31.19 |
|---|---|---|---|---|---|
| Beginning of the period / year | 1,720 | 2,480 | - | 4,200 | 3,738 |
| Initial recognition and changes in the fair value of biological<br>assets and agricultural products at the point of<br>harvest | (13) | - | - | (13) | (113) |
| Changes in the net realizable value of agricultural products after<br>harvest | - | 446 | - | 446 | 33 |
| Increase due to harvest | - | 2,172 | - | 2,172 | 1,323 |
| Acquisitions and classifications | 7 | 1,790 | - | 1,797 | 1,609 |
| Consume | (3) | (1,919) | - | (1,922) | (1,639) |
| Expenses incurred | 571 | - | 147 | 718 | 605 |
| Inventories | (1,584) | (1,169) | - | (2,753) | (3,169) |
| Cost as of 03.31.20 | 698 | 3,800 | 147 | 4,645 | - |
| Cost as of 03.31.19 | 308 | 1,939 | 140 | - | 2,387 |
(1)
Corresponds to breeding cattle movements and other cattle.
23
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
28.
Foreign currency assets and liabilities
Book amounts of foreign currency assets and liabilities as of March 31, 2020 and June 30, 2019 are as follows:
| Items | Amount of foreign currency | Prevailing exchange rate (1) | Total as of 03.31.20 | Total as of 06.30.19 |
|---|---|---|---|---|
| Assets | ||||
| Trade and other receivables | ||||
| US Dollar | 18 | 64.269 | 1,179 | 1,005 |
| Receivables with related parties: | ||||
| US Dollar | 19 | 64.469 | 1,214 | 5 |
| Brazilian Reais | - | - | - | 286 |
| Total trade and other receivables | 2,393 | 1,296 | ||
| Cash and cash equivalents | ||||
| US Dollar | 7 | 64.269 | 481 | 134 |
| Brazilian Reais | - | 11.500 | 3 | 1 |
| Total Cash and cash equivalents | 484 | 135 | ||
| Liabilities | ||||
| Trade and other payables | ||||
| US Dollar | 10 | 64.469 | 637 | 184 |
| Payables with related parties: | ||||
| US Dollar | 1 | 64.469 | 83 | - |
| Brazilian Reais | - | 13.500 | 3 | 1 |
| Bolivian Pesos | 2 | 0.168 | 8 | 4 |
| Total trade and other payables | 731 | 189 | ||
| Derivative financial instruments | ||||
| US Dollar | - | 64.469 | 3 | 24 |
| Total derivative instruments | 3 | 24 | ||
| Lease Liabilities | ||||
| US Dollar | - | 64.469 | 3 | - |
| Total Lease Liabilities | 3 | - | ||
| Borrowings | ||||
| US Dollar | 403 | 64.469 | 26,006 | 25,765 |
| Total Borrowings | 26,006 | 25,765 |
(1) Exchange rate as of March 31, 2020 according to Banco Nación Argentina records.
29.
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 37,5, Garín, Province of Buenos<br>Aires |
| Av. Fleming 2190, Munro, Province of Buenos Aires | |
| Carlos Pellegrini 1401, Avellaneda, Province of Buenos<br>Aires | |
| Iron Mountain Argentina S.A. | Av. Amancio Alcorta 2482, Autonomous City of Buenos<br>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,<br>Cañuelas, Province of Buenos Aires | |
| Cañada de Gomez 3825, Autonomous City of Buenos<br>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 (N.T. 2013 as amended) are available at the registered office.
24
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
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 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.
30.
Negative working capital
At the end of the period, the Company carried a working capital deficit of Ps. 11,175. The Company has issued during the current fiscal year and after March 31, 2020 NCN for a total of US$ 174 million. Also, within the framework of what was approved by the Shareholders' Meeting held on October 30, 2019, the Company is analyzing different financing alternatives to reduce its negative working capital, either through the issuance of debt, equity and / or from the sale of selected assets.
31.
Economic context in which society operates
See economic context in which society operates in Note 34 to the Unaudited Condensed Interim Consolidated Financial Statements.
32.
Subsequent events
See others subsequent events in Note 35 to the Unaudited Condensed Interim Consolidated Financial Statements.
25
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 Separate Statement of Financial Position as of March 31, 2020
Stated in millions of Argentine 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.
| Past due (Point 3 a.) | Without maturity (Point 3.b.) | Without maturity (Point 3.b.) | To be due (Point 3.c.) | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Items | 03.31.20 | Current | Non-current | Up to 3 months | From 3 to 6 month | 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 | Total | |
| Accounts receivables | Trade and other receivables | - | 305 | - | 2,928 | - | 2 | - | 368 | 272 | 184 | 4,059 |
| Income tax and minimum presumed income tax and deferred income<br>tax | - | - | 38 | - | - | - | - | - | - | - | 38 | |
| Total | - | 305 | 38 | 2,928 | - | 2 | - | 368 | 272 | 184 | 4,097 | |
| Liabilities | Trade and other payables | - | 89 | - | 1,826 | - | - | - | - | - | - | 1,915 |
| Borrowings | - | - | - | 6,366 | 2,476 | 5,538 | 2,749 | 7,030 | 7,434 | - | 31,593 | |
| Lease liabilities | - | - | - | 107 | 52 | 51 | 26 | 85 | - | - | 321 | |
| Payroll and social security liabilities | - | - | - | 34 | 107 | - | 15 | - | - | - | 156 | |
| Provisions | - | - | - | - | - | - | 3 | 9 | - | - | 12 | |
| Deferred income tax liabilities | - | - | 3,766 | - | - | - | - | - | - | - | 3,766 | |
| Total | - | 89 | 3,766 | 8,333 | 2,635 | 5,589 | 2,793 | 7,124 | 7,434 | - | 37,763 |
26
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 Separate Statement of Financial Position as of March 31, 2020
Stated in millions of Argentine 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 | Totals | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Local Currency | Foreign Currency | Total | Local Currency | Foreign Currency | Total | Local Currency | Foreign Currency | Total | ||
| Accounts receivables | Trade and other receivables | 1,593 | 1,642 | 3,235 | 74 | 750 | 824 | 1,666 | 2,393 | 4,059 |
| Income tax and minimum presumed income tax and deferred income<br>tax | - | - | - | 38 | - | 38 | 38 | - | 38 | |
| Total | 1,593 | 1,642 | 3,235 | 112 | 750 | 862 | 1,704 | 2,393 | 4,097 | |
| Liabilities | Trade and other payables | 1,184 | 731 | 1,915 | - | - | - | 1,184 | 731 | 1,915 |
| Borrowings | 5,586 | 11,543 | 17,129 | - | 14,464 | 14,464 | 5,587 | 26,006 | 31,593 | |
| Lease liabilities | 233 | 3 | 236 | 84 | 1 | 85 | 318 | 3 | 321 | |
| Payroll and social security liabilities | 156 | - | 156 | - | - | - | 156 | - | 156 | |
| Provisions | 3 | - | 3 | 9 | - | 9 | 12 | - | 12 | |
| Deferred income tax liabilities | - | - | - | 3,766 | - | 3,766 | 3,766 | - | 3,766 | |
| Total | 7,162 | 12,277 | 19,439 | 3,859 | 14,465 | 18,324 | 11,023 | 26,740 | 37,763 |
4.b. Breakdown of accounts receivable and liabilities by adjustment clause.
On March 31, 2020, there are no receivable and liabilities subject to adjustment clause.
27
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 Separate Statement of Financial Position as of March 31, 2020
Stated in millions of Argentine pesos
Free translation from the original prepared in Spanish for publication in Argentina
4.c. Breakdown of accounts receivable and liabilities by interest accrual.
| Current | Non-Current | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Items | Accruing interest | Non-accruing interest | Accruing interest | Non-accruing interest | Accruing interest | Non-accruing interest | Total | ||||||
| Fixed | Floating | Subtotal | Fixed | Floating | Subtotal | Fixed | Floating | ||||||
| Accounts receivables | Trade and other receivables | 1,453 | 4 | 1,778 | 3,235 | 750 | - | 74 | 824 | 2,204 | 4 | 1,851 | 4,059 |
| Income tax and minimum presumed income tax and deferred income<br>tax | - | - | - | - | - | - | 38 | 38 | - | - | 38 | 38 | |
| Total | 1,453 | 4 | 1,778 | 3,235 | 750 | - | 112 | 862 | 2,204 | 4 | 1,889 | 4,097 | |
| Liabilities | Trade and other payables | - | - | 1,915 | 1,915 | - | - | - | - | - | - | 1,915 | 1,915 |
| Borrowings | 15,738 | 575 | 816 | 17,129 | 13,516 | 948 | - | 14,464 | 29,254 | 1,523 | 816 | 31,593 | |
| Lease liabilities | 236 | - | - | 236 | 85 | - | - | 85 | 321 | - | - | 321 | |
| Payroll and social security liabilities | - | - | 156 | 156 | - | - | - | - | - | - | 156 | 156 | |
| Provisions | - | - | 3 | 3 | - | - | 9 | 9 | - | - | 12 | 12 | |
| Deferred income tax liabilities | - | - | - | - | - | - | 3,766 | 3,766 | - | - | 3,766 | 3,766 | |
| Total | 15,974 | 575 | 2,890 | 19,439 | 13,601 | 948 | 3,775 | 18,324 | 29,575 | 1,523 | 6,665 | 37,763 |
28
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 Separate Statement of Financial Position as of March 31, 2020
Stated in millions of Argentine 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. See Note 6.
b.
Companies under section 33 of law N° 19,550 and other related parties debit / credit balances. See Note 25.
6.
Loans to directors.
See Note 25.
7.
Inventories.
The Company conducts physical inventories once a fiscal year in its most significant properties, covering all the assets they possess. There is no relevant immobilization of inventory.
8.
Current values.
See Note 2 to the Consolidated Financial Statements as of June 30, 2019 and 2018.
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, 2019 and 2018.
29
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
13.
Insurances.
The types of insurance used by the company were the following:
| Insured<br>property | Risk<br>covered | Amount<br>insured<br><br><br>Ps. | Book<br>value<br><br><br>Ps. |
|---|---|---|---|
| Buildings,<br>machinery, silos, installation and furniture and<br>equipment | Theft,<br>fire and technical insurance | 2,603 | 5,834 |
| Vehicles | Third<br>parties, theft, fire and civil liability | 129 | 50 |
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.
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.
30
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 unaudited condensed interim separate statements of financial position as of March 31, 2020, and the unaudited condensed interim separate statements of income and other comprehensive income for the nine-month period and three-month period ended March 31, 2020, the unaudited condensed interim separate statements of changes in shareholders’ equity and the unaudited condensed interim separate statements of cash flows for the nine-month period then ended and selected explanatory notes.
The balances and other information corresponding to the fiscal year ended June 30, 2019 and the interim periods within that fiscal year are an integral part of these financial statements and, therefore, they should be considered in relation to those 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 the International Financial Reporting Standards (IFRS), 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 separate financial statements above mentioned in the 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 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 in Technical Resolution No. 33 of the FACPCE, without modification 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 statements of financial position, the separate statements of income and other comprehensive income and the separate statements of cash flows of the Company.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the accompanying unaudited condensed interim separate financial information is not prepared, in all material respects, in accordance with International Accounting Standard 34, 'Interim financial reporting'.
Emphasis paragraph
Without qualifying our conclusion, we draw attention to the information in Note 31 to the accompanying unaudited condensed interim separate financial statements, in which Management has described the impact of the current economic context and of COVID-19 (Coronavirus) on the financial situation of the Group, as well as the possible alternatives that it is evaluating to face the maturities of its financial liabilities at the maturity date; and the information included in Note 6 to the accompanying unaudited condensed interim separate financial statements regarding the financial situation of the subsidiary IDBD from the Operations Center in Israel.
Report on compliance with current regulations
In accordance with current regulations, we report about Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria that:
Free Translation from the original prepared in Spanish for publication in Argentina
REVIEW REPORT ON THE UNAUDITED CONDENSED
INTERIM SEPARATE FINANCIAL STATEMENTS (Continued)
a)
the unaudited condensed interim separate financial statements of Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria are being processed for recording 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 respects in accordance with applicable legal provisions;
c)
we have read the additional information to the notes to the unaudited condensed interim separate statements required by section 12 of Chapter III Title IV of the text of the National Securities Commission, on which, as regards those matters that are within our competence, we have no observations to make;
d)
at March 31, 2020, 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 amounted to Ps. 14,473,791, which was not claimable at that date.
Autonomous City of Buenos Aires, June 8, 2020.
PRICE WATERHOUSE & CO. S.R.L.
(Partner)
C.P.C.E.C.A.B.A. Tº 1 Fº 17
Dr. Mariano C. Tomatis
Public Accountant (UBA)
C.P.C.E.C.A.B.A. Tº 241 Fº 118
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria
Summary as of March 31, 2020
I. Brief comment on the Company’s activities during the period, including references to significant events occurred after the end of the period.
COVID-19 PANDEMIC
The COVID-19 pandemic, originated in China and subsequently spread to numerous countries, including Argentina, is adversely impacting the global economy, the Argentine economy and the Company's business. Although the COVID-19 pandemic has had a national impact on the activity carried out by the Company, it is still too early to assess its full extent.
On March 12, 2020, the National Executive Power (NEP) decreed a health emergency to handle the crisis caused by COVID-19, and later, on March 19, issued a decree ordering social, preventive and mandatory isolation, which originally applied from March 20 to March 31, 2020 inclusive, and has been extended since then until June 28, 2020. The measures adopted in Argentina include the deceleration or suspension of most of the non-essential activities carried out by individuals and, consequently, are significantly affecting the national and regional economy and economic uncertainty is increasing, evidenced by an increase in asset price volatility.
The current estimated impacts of the COVID-19 pandemic on the Company as of the date of the financial statements are established below:
●
Cresud’s agribusiness and that of its subsidiaries in Brazil, Paraguay and Bolivia, continued to operate relatively normally; given that agricultural activity has been considered essential in the countries where the Company operates. In any case, the effect of COVID-19 could cause changes in demand on a global scale and affect commodity prices in the international and local market in the short term.
●
As a consequence of the social, preventive and compulsory isolation, the shopping centers across the country were closed, exclusively remaining operational those stores dedicated to items considered essential such as pharmacies, supermarkets and banks, while some gastronomic and clothing stores are working by delivery and sale system by WhatsApp. In the interior of the country, In May, some provinces proceeded to relax isolation and open their commercial and recreational activities, such as Salta, where the Alto Noa shopping center is operating with a strict protocol that It includes reduced hours, social distancing and a rigorous control of security and hygiene.
●
Given the closure of the shopping centers, IRSA Propiedades Comerciales S.A. (hereinafter “IRSA CP”) has decided to postpone the maturity of the variable rent and the collective promotion fund for the months of April and May 2020, prioritizing the long-term relationship with its tenants. Additionally, an increase in the delinquency rates of some tenants has been detected.
●
Regarding the offices, although most tenants are working in home office mode, they are operating with strict safety and hygiene protocols. To date, we have not seen any deterioration in collection.
●
La Rural, the Convention Centers of Buenos Aires and Punta del Este and the DirecTV Arena stadium, establishments that the Company owns directly or indirectly, have also been closed since March 20. All scheduled conferences are suspended, much of the fairs and conventions have been postponed, while the shows scheduled at the DirecTV Arena have been mostly canceled. The reopening date of these establishments is uncertain, as well as the future agenda of fairs, conventions and shows.
●
In order to minimize the risk of spreading the virus and protect public health, Libertador hotel in the City of Buenos Aires and Llao Llao hotel in Río Negro province are temporarily closed, and we do not know with certainty when they may be reopened and when they will be able to operate normally again; meanwhile, Intercontinental hotel in the City of Buenos Aires is working only under a contingency and emergency plan.
●
In Israel Business Center, although COVID-19 has negatively impacted market valuations of IDB, DIC and operating subsidiaries given the sharp drop in prices, the mandatory isolation lasted approximately 10 days with subsequent relaxation of activities under strict safety and hygiene protocols. Regarding operating businesses, there have been mixed impacts:
o
in the case of supermarkets (Shufersal) and agriculture (Mehadrin) they have had a short-term positive impact as they are essential activities.
o
in telecommunications (Cellcom), especially regarding international roaming service, a decrease in consumption has been experienced due to the significant reduction in international tourism. Cellcom has taken measures to reduce these negative effects, cutting costs and investments during the coronavirus crisis period, including downsizing.
1
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria
Summary as of March 31, 2020
o
at PBC, real estate activities and income are affected by the economy and restrictions in circulation, and therefore PBC’s cash flow is expected to be somewhat vulnerable, although it cannot be estimated to what extent at this time. PBC has carried out a valuation of its investment properties on those in which there were signs of impairment and as a consequence of this it has registered a decrease of ARS 2,861 million in the value of its properties.
●
Financial instruments measured at fair value with a counterpart in results: The current situation generated a great volatility in the markets, which generated a decrease of ARS 9,778 million in the valuation of financial instruments measured at fair value.
●
Regarding the Group financial debt maturities for the next twelve months:
o
CRESUD has the maturity of Class XXIV with a nominal value of USD 73.6 million, maturing on November 14, 2020 and bank debt of USD 168.4 million. As of March 31, it had a liquidity position of approximately USD 35.6 million.
o
Our subsidiary IRSA has the maturity of Class II Notes with a nominal value of USD 71.4 million, maturing on July 20, 2020; Class II Notes with a nominal value of CLP 31,502.6 million (equivalent to approximately USD 37.2 million) maturing on August 6, 2020; Class II Notes with a nominal value of USD 181.5 million, maturing on November 15, 2020 and bank debt for an amount equivalent to USD 55.2 million.
o
Our subsidiary IRSA CP has the maturity of Class IV Notes with a nominal value of USD 140 million in September 2020 and USD 27.3 million with banks.
o
Our subsidiaries IDB-DIC have short-term financial debt with a nominal value of USD 223 million (which include notes and loans with banks and financial institutions), it should be mentioned that these commitments have no effect on IRSA, given that said indebtedness does not have recourse against IRSA, nor has IRSA guaranteed it with its assets.
The Annual Shareholders’ Meeting held on October 30, 2019 approved a capital increase for an approximate amount of between ARS 70 and ARS 100 million. Additionally, as part of our strategy, the Company has open lines of bank loans and overdrafts in pesos with the main banks with which it operates, that allow it to refinance its short-term bank debt under normal market conditions.
As a subsequent event, on June 3, 2020, the Company has issued Notes in the local market for an approximate amount of USD 83 million in order to refinance short-term debt.
Likewise, the Company could sell part of its farms portfolio, as well as other non-strategic assets for the businesses plan that could generate additional farms.
As a subsequent event, in May 2020, our subsidiary IRSA has issued Notes in the local market for an approximate amount of USD 67 million in order to refinance short-term debt. With the proceeds from this issuance, it could cover the maturity of the Class II Notes for a nominal value of USD 71.4 million, maturing on July 20, 2020.
Among the alternatives that are being considered to refinance IRSA maturities in August 2020 and November 2020, are the capital increase approved by the Annual Shareholders’ Meeting on October 30, 2019 for an approximate amount of between USD 70 and USD 100 million, and the access to the local and international capital market, either through new debt issuance or liability management operations, for amounts that would be between USD 40 and USD 100 million, in addition to the operation already carried out in May. Likewise, IRSA has a broad and extensive relationship with banks in the local financial system that could complement and diversify the Company’s sources of financing in addition to the capital market. In this regard, it should be noted that IRSA’s bank debt maturing in April and May 2020 for a total amount of USD 29.4 million has been renewed under normal market conditions. Additionally, as part of our strategy, the company could sell part of its assets portfolio (offices and / or land reserves) that would generate additional funds. Finally, IRSA has and approved credit line with IRSA CP for up to USD 180 million for 3 years, of which as of March 31, 2020, IRSA used approximately USD 54.7 million, leaving the balance available. It is worth mentioning that IRSA CP is currently working on different financing alternatives with local banks (Syndicated Loans and / or Bilateral Loans) for amounts estimated in pesos for the equivalent of between 50 and 100 million dollars in order to meet its obligations in the short term, and could eventually have access to debt transactions in the local capital market, either through the issuance of new debt or through liability management operations, for estimated amounts of between 40 and 100 million dollars.
2
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria
Summary as of March 31, 2020
The final extent of the Coronavirus outbreak and its impact on the country's economy is unknown and cannot be reasonably predicted. However, although it has produced significant short-term effects, they are not expected to affect business continuity. Although there are economic impacts in the short term, it is estimated that the company will be able to continue meeting its financial commitments for the next twelve months.
The Company is closely monitoring the situation and taking all necessary measures to preserve the human life and the Company's business.
3
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria
Summary as of March 31, 2020
Consolidated Results
| (In ARS million) | 9M 20 | 9M 19 | YoY Var |
|---|---|---|---|
| Revenues | 87,462 | 77,443 | 12.9% |
| Costs | -59,010 | -51,844 | 13.8% |
| Initial<br>recognition and changes in the fair value of biological assets and<br>agricultural produce at the point of harvest | 2,701 | 1,656 | 63.1% |
| Changes<br>in the net realizable value of agricultural produce after<br>harvest | 352 | 12 | 2.833.3% |
| Gross profit | 31,505 | 27,267 | 15.5% |
| Net<br>gain from fair value adjustment on investment<br>properties | -383 | -8,490 | -95.5% |
| Gain<br>from disposal of farmlands | 323 | 87 | 271.3% |
| General<br>and administrative expenses | -8,752 | -8,765 | -0.1% |
| Selling<br>expenses | -11,692 | -9,909 | 18.0% |
| Impairment<br>of associates | -2,344 | - | - |
| Other<br>operating results, net | 2,626 | 833 | 215.2% |
| Result from operations | 11,283 | 1,023 | 1.002.9% |
| Depreciation<br>and Amortization | 12,549 | 8,290 | 51.4% |
| EBITDA (unaudited) | 23,832 | 9,313 | 155.9% |
| Adjusted EBITDA (unaudited) | 26,559 | 18,831 | 41.0% |
| Loss<br>from joint ventures and associates | 1,307 | -1,941 | - |
| Result from operations before financing and taxation | 12,590 | -918 | - |
| Financial<br>results, net | -33,889 | -20,489 | 65.4% |
| Result before income tax | -21,299 | -21,407 | -0.5% |
| Income<br>tax expense | -3,302 | 3,204 | -203.1% |
| Result for the period from continued operations | -24,601 | -18,203 | 35.1% |
| Result<br>from discontinued operations after income tax | 17,180 | 3,680 | 366.8% |
| Result for the period | -7,421 | -14,523 | -48.9% |
| Attributable to | |||
| Equity<br>holder of the parent | -10,185 | -10,076 | 1.1% |
| Non-controlling<br>interest | 2,764 | -4,447 | - |
Consolidated revenues increased by 12.9% in the nine- of fiscal year 2020 compared to the same period of 2019, while adjusted EBITDA reached ARS 26,559 million, 41% higher than in the same period of fiscal year 2019, of which ARS 5,372 million come from the agricultural business due to higher productive results of grains and sugarcane activity offset by lower results from farmland sales and ARS 21,187 million come from the urban properties and investments business (IRSA), ARS 5,362 million from Argentina Business Center and ARS 15,825 million from Israel Business Center..
Net result for nine-month period of fiscal year 2020 recorded a loss of ARS 7,421 million compared to a loss of ARS 14,523 million in the same period of fiscal year 2019. This lower loss explained by better results in agribusiness and mixed effects in our subsidiary IRSA, such as the positive result from the deconsolidation of Gav-Yam, offset by lower results of the market valuation of Clal in the Israel operations center and net financial losses in Argentina. Net result attributable to the controlling shareholder registered a loss of ARS 10,185 million compared to a loss of ARS 10,076 million in the same period of 2019.
4
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria
Summary as of March 31, 2020
Description of Operations by Segment
| 9M 2020 | |||||||
|---|---|---|---|---|---|---|---|
| Urban Properties and Investments | Variation | ||||||
| Agribusiness | Argentina | Israel | Subtotal | Total | 9M 20 vs. 9M 19 | ||
| Revenues | 18,504 | 9,762 | 57,387 | 67,149 | 85,653 | 13.8% | |
| Costs | -15,544 | -2,158 | -39,144 | -41,302 | -56,846 | 15.4% | |
| Initial<br>recognition and changes in the fair value of biological assets and<br>agricultural produce at the point of harvest | 2,523 | - | - | - | 2,523 | 77.8% | |
| Changes<br>in the net realizable value of agricultural produce after<br>harvest | 352 | - | - | - | 352 | 2,833.3% | |
| Gross profit | 5,835 | 7,604 | 18,243 | 25,847 | 31,682 | 15.5% | |
| Net<br>gain from fair value adjustment on investment<br>properties | 12 | 2,445 | -2,585 | -140 | -128 | -247.1% | |
| Gain<br>from disposal of farmlands | 323 | - | - | - | 323 | - | |
| General<br>and administrative expenses | -1,020 | -1,624 | -6,156 | -7,780 | -8,800 | 0.0% | |
| Selling<br>expenses | -1,862 | -850 | -9,010 | -9,860 | -11,722 | 18.2% | |
| Impairment<br>of associates | - | - | -2,344 | -2,344 | -2,344 | - | |
| Other<br>operating results, net | 1,141 | -33 | 1,475 | 1,442 | 2,583 | 299.8% | |
| Result from operations | 4,429 | 7,542 | -377 | 7,165 | 11,594 | 1,004.2% | |
| Share<br>of profit of associates | 173 | 265 | 722 | 987 | 1,160 | - | |
| Segment result | 4,602 | 7,807 | 345 | 8,152 | 12,754 | - | |
| 9M 2019 | |||||||
| --- | --- | --- | --- | --- | --- | ||
| Urban Properties and Investments | |||||||
| Agribusiness | Argentina | Israel | Subtotal | Total | |||
| Revenues | 11,667 | 11,175 | 52,420 | 63,595 | 75,262 | ||
| Costs | -9,787 | -2,215 | -37,257 | -39,472 | -49,259 | ||
| Initial<br>recognition and changes in the fair value of biological assets and<br>agricultural produce at the point of harvest | 1,419 | - | - | - | 1,419 | ||
| Changes<br>in the net realizable value of agricultural produce after<br>harvest | 12 | - | - | - | 12 | ||
| Gross profit | 3,311 | 8,960 | 15,163 | 24,123 | 27,434 | ||
| Net<br>gain from fair value adjustment on investment<br>properties | -33 | -8,751 | 386 | -8,365 | -8,398 | ||
| Gain<br>from disposal of farmlands | 87 | - | - | - | 87 | ||
| General<br>and administrative expenses | -982 | -1,938 | -5,882 | -7,820 | -8,802 | ||
| Selling<br>expenses | -1,120 | -772 | -8,025 | -8,797 | -9,917 | ||
| Other<br>operating results, net | 442 | -604 | 808 | 204 | 646 | ||
| Result from operations | 1,705 | -3,105 | 2,450 | -655 | 1,050 | ||
| Share<br>of profit of associates | 11 | -1,294 | -560 | -1,854 | -1,843 | ||
| Segment result | 1,716 | -4,399 | 1,890 | -2,509 | -793 |
Agricultural Business
Period Summary
The 2020 Campaign is progressing with good weather conditions in the region. In Argentina, the good conditions in the south compensated for the drought observed in the north, which impacted “Los Pozos” farm also affecting our operations in Paraguay. Bolivia and Brazil are working with good prospects for the end of the season, so a good level of production, average yields and controlled costs are expected in the consolidated region. In terms of crop prices, the COVID-19 pandemic, which originated in China and subsequently spread to many countries, has generated volatility in the markets and downward pressure on commodities due to lower Chinese demand, adversely impacting both the global economy as in the Argentine and regional economy.
Regarding farmland sales, our subsidiary Brasilagro has made partial sales during the first 9 months of 2020 of its Jatobá and Alto Taquarí establishments. After closing, it has completed a new sale of 105 hectares of Alto Tacuarí for the sum of BRL 11 million, while it has acquired a field of 2,900 hectares of agricultural production potential in Piauí for BRL 25 million.
5
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria
Summary as of March 31, 2020
Our Portfolio
Our portfolio under management, as of March 31, 2020, was composed of 759,417 hectares, of which 301,416 are in operation and 458,005 are land reserves distributed among the four countries in the region where we operate: 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 mainly focused on the development of lands.
Breakdown of Hectares
Own and under Concession (*) (**) (***)
| Productive<br>Lands | Land<br>Reserves | Total | ||||
|---|---|---|---|---|---|---|
| Agricultural | Cattle | Under<br>Development Phase 1 | Under<br>Development Phase 2 | Reserved | ||
| Argentina | 65,388 | 147,657 | 6,456 | 2,898 | 314,191 | 536,589 |
| Brazil | 45,842 | 18,700 | 723 | 4,589 | 83,513 | 153,368 |
| Bolivia | 8,858 | - | - | - | 1,017 | 9,875 |
| Paraguay | 11,907 | 3,064 | 2,798 | - | 41,816 | 59,585 |
| Total | 131,994 | 169,422 | 9,977 | 7,487 | 440,537 | 759,417 |
(*) Includes Brazil, Paraguay, Agro-Uranga S.A. at 35.723% and 132,000 hectares under Concession.
(**) Includes 85,000 hectares intended for sheep breeding
(***) Excludes double crops.
Leased (*)
| Agricultural | Cattle | Other | Total | |
|---|---|---|---|---|
| Argentina | 58,337 | 12,635 | 450 | 71,422 |
| Brazil | 51,579 | - | 2,352 | 53,930 |
| Bolivia | 1,052 | - | - | 1,052 |
| Total | 110,967 | 12,635 | 2,802 | 126,403 |
(*) Excludes double crops.
Segment Income – Agricultural Business
I)
Land Development, Transformation and Sales
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 have a bearing on the global values of farmlands.
During the first quarter of fiscal year 2020 Brasilagro completed the sale of a fraction of 1,134 hectares of the “Jatobá” farm located in Jaborandi, State of Bahia, Brazil for an amount of BRL 22.7 million (BRL / ha 20,018). The farm was valued in books at BRL 1.7 million and the internal rate of return in dollars reached 7.0%.
During the second quarter, it sold a small fraction of 85 hectares of its “Alto Taquarí” farm, located in the State of Mato Grosso, for BRL 5.5 million. The farm was valued in the books at BRL 1.2 million and the internal rate of return in dollars was 13.0%.
As a subsequent event, on June 1, 2020, it sold an additional fraction of 105 hectares of “Alto Taquari” farm for BRL 11.0 million. The farm was valued in books at BRL 1.7 million and IRR in dollars was 14.4%.
6
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria
Summary as of March 31, 2020
| in ARS million | 9M 20 | 9M 19 | YoY Var |
|---|---|---|---|
| Revenues | - | - | - |
| Costs | -19 | -24 | -20.8% |
| Gross loss | -19 | -24 | -20.8% |
| Net<br>gain from fair value adjustment on investment<br>properties | 12 | -33 | - |
| Gain<br>from disposal of farmlands | 323 | 87 | 271.3% |
| General<br>and administrative expenses | -2 | -1 | 100.0% |
| Selling<br>expenses | - | -1 | -100.0% |
| Other<br>operating results, net | 883 | -31 | - |
| Profit from operations | 1,197 | -3 | - |
| Segment profit | 1,197 | -3 | - |
| EBITDA | 1,200 | 10 | 11.900.0% |
| Adjusted EBITDA | 1,188 | 1,505 | -21.0% |
| Area under Development (hectares) | Projected for 2019/2020 | ||
| --- | --- | ||
| Argentina | 2,898 | ||
| Brasil | 4,442 | ||
| Paraguay | 2,798 | ||
| Total | 10,138 |
During this campaign, we expect to transform 10,137 in the region: 2,898 hectares in Argentina, 4,442 hectares in Brazil and 2,798 hectares in Paraguay.
II)
Agricultural Production
The result of the Farming segment increased by ARS 1,335 million, from ARS 1,625 million gain during the nine-month period of fiscal year 2019 to ARS 2,960 million gain during the same period of 2020.
| in ARS million | 9M 20 | 9M 19 | YoY Var |
|---|---|---|---|
| Revenues | 11,718 | 6,177 | 89.7% |
| Costs | -9,855 | -5,248 | 87.8% |
| Initial<br>recognition and changes in the fair value of biological assets and<br>agricultural produce at the point of harvest | 2,500 | 1,423 | 75.7% |
| Changes<br>in the net realizable value of agricultural produce after<br>harvest | 352 | 12 | 2,833.3% |
| Gross profit | 4,715 | 2,364 | 99.5% |
| General<br>and administrative expenses | -655 | -598 | 9.5% |
| Selling<br>expenses | -1,272 | -627 | 102.9% |
| Other<br>operating results, net | 110 | 443 | -75.2% |
| Profit from operations | 2,898 | 1,582 | 83.2% |
| Profit<br>from associates | 62 | 43 | 44.2% |
| Segment profit | 2,960 | 1,625 | 82.2% |
| EBITDA | 3,765 | 1,959 | 92.2% |
| Adjusted EBITDA | 3,765 | 1,959 | 92.2% |
7
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria
Summary as of March 31, 2020
II.a) Crops and Sugarcane
Crops
| in ARS million | 9M 20 | 9M 19 | YoY Var |
|---|---|---|---|
| Revenues | 7,647 | 3,551 | 115.3% |
| Costs | -6,445 | -3,126 | 106.2% |
| Initial<br>recognition and changes in the fair value of biological assets and<br>agricultural produce at the point of harvest | 1,415 | 1,071 | 32.1% |
| Changes<br>in the net realizable value of agricultural produce after<br>harvest | 352 | 12 | 2,833.3% |
| Gross<br>profit | 2,969 | 1,508 | 96.9% |
| General<br>and administrative expenses | -381 | -303 | 25.7% |
| Selling<br>expenses | -1,105 | -489 | 126.0% |
| Other<br>operating results, net | 256 | 448 | -42.9% |
| Profit<br>from operations | 1,739 | 1,164 | 49.4% |
| Share<br>of loss of associates | 62 | 43 | 44.2% |
| Activity<br>profit | 1,801 | 1,207 | 49.2% |
Sugarcane
| in ARS million | 9M 20 | 9M 19 | YoY Var |
|---|---|---|---|
| Revenues | 2,487 | 1,810 | 37.4% |
| Costs | -2,198 | -1,453 | 51.3% |
| Initial<br>recognition and changes in the fair value of biological assets and<br>agricultural produce at the point of harvest | 1,088 | 431 | 152.4% |
| Gross<br>profit | 1,377 | 788 | 74.7% |
| General<br>and administrative expenses | -166 | -178 | -6.7% |
| Selling<br>expenses | -74 | -62 | 19.4% |
| Other<br>operating results, net | -105 | -3 | 3,400.0% |
| Profit<br>from operations | 1,032 | 545 | 89.4% |
| Activity<br>profit | 1,032 | 545 | 89.4% |
Operations
| Production Volume1) | 9M20 | 9M19 | 9M18 | 9M17 | 9M16 |
|---|---|---|---|---|---|
| Corn | 299,918 | 134,618 | 270,923 | 242,641 | 186,847 |
| Soybean | 119,574 | 101,351 | 58,706 | 17,320 | 26,758 |
| Wheat | 43,925 | 37,596 | 32,322 | 30,989 | 15,578 |
| Sorghum | 3,229 | 1,267 | 1,816 | 731 | 1,051 |
| Sunflower | 1,954 | 5,384 | 5,310 | 3,853 | 3,354 |
| Cotton | 3,519 | - | - | - | - |
| Beans | 1,623 | - | - | - | - |
| Others | 3,997 | 1,946 | 1,171 | 3,093 | 5,494 |
| Total Crops (tons) | 477,739 | 282,162 | 370,248 | 298,627 | 239,082 |
| Sugarcane (tons) | 1,634,521 | 1,431,110 | 912,688 | 580,783 | 877,396 |
(1)
Includes Brasilagro, Acres del Sud, Ombú, Yatay and Yuchán. Excludes Agro-Uranga.
| Volume of | 9M20 | 9M19 | 9M18 | 9M17 | 9M16 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 | 284,7 | 54,3 | 339,0 | 130,7 | - | 130,7 | 259,9 | 6,0 | 265,9 | 230,3 | - | 230,3 | 180,1 | 37,9 | 218,0 |
| Soybean | 156,1 | 72,5 | 228,6 | 71,1 | 45,6 | 116,7 | 99,4 | 9,7 | 109,1 | 75,2 | 0,7 | 75,9 | 101,1 | 8,8 | 109,9 |
| Wheat | 39,5 | - | 39,5 | 30,3 | - | 30,3 | 40,3 | - | 40,3 | 7,3 | 1,6 | 8,9 | 10,4 | 28,9 | 39,3 |
| Sorghum | - | - | - | 0,4 | - | 0,4 | 0,9 | - | 0,9 | 4,5 | - | 4,5 | 0,8 | - | 0,8 |
| Sunflower | 8,5 | - | 8,5 | 2,2 | - | 2,2 | 2,9 | - | 2,9 | 3,7 | - | 3,7 | 8,8 | - | 8,8 |
| Cotton | 2,5 | 1,9 | 4,4 | - | - | - | - | - | - | - | - | - | - | - | - |
| Beans | 1,4 | - | 1,4 | - | - | - | - | - | - | - | - | - | - | - | - |
| Others | 4,7 | - | 4,7 | 0,6 | - | 0,6 | 1,2 | - | 1,2 | 3,6 | - | 3,6 | 3,8 | - | 3,8 |
| Total Crops (thousands of tons) | 497,4 | 128,7 | 626,1 | 235,3 | 45,6 | 280,9 | 404,6 | 15,7 | 420,3 | 324,6 | 2,3 | 326,9 | 305,0 | 75,6 | 380,6 |
| Sugarcane (thousands of tons) | 1.572,8 | - | 1.572,8 | 1.414,6 | - | 1.414,6 | 1.266,2 | - | 1.266,2 | 554,1 | - | 554,1 | 827,3 | - | 827,3 |
D.M.: Domestic market
F.M.: Foreign market
(1) Includes Brasilagro, CRESCA at 50%, Acres del Sud, Ombú, Yatay and Yuchán. Excludes Agro-Uranga.
8
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria
Summary as of March 31, 2020
Profit of the Grains activity increased ARS 594 million, from ARS 1,207 million gain during the nine-month period of 2019 to ARS 1,801 million gain during the same period of 2020, mainly as a result of:
●
Better results in Argentina due to the price increase generated by the peso devaluation, boosted by greater grain stocks from 18-19 campaign, which impacts as a higher gain both in the holding result an in the gross sales margin. Likewise, there was an increase in the productive result, mainly due to the progress of the sowing plant, partially offset by lower results of the grain derivatives.
●
Better result in Brazil due to an increase in the productive result mainly in soybean due to larger planted area and an increase in prices, compensated by a decrease in the gross sales margin and holding results, due to lower prices and higher costs because of higher volume of tons sol; offset by a negative variation in the productive and sales result from Bolivia, mainly due to lower prices, yields, cultivated hectares, price and tons sold of soybean, slightly offset by higher prices and cultivated hectares of corn.
The result of the Sugarcane activity increased ARS 487 million, from a ARS 545 million gain in the nine-month period of 2019 to ARS 1,032 million gain in the same period of 2020. This is mainly due to a higher productive result in Brazil as a result of better yields, higher total sugar obtained and better prices.
| Area in Operation (hectares) <br>(1) | As of 03/31/20 | As of 03/31/19 | YoY Var |
|---|---|---|---|
| Own<br>farms | 106,108 | 93,287 | 13.7% |
| Leased<br>farms | 138,679 | 135,989 | 2.0% |
| Farms<br>under concession | 26,334 | 18,583 | 41.7% |
| Own<br>farms leased to third parties | 13,837 | 14,325 | -3.4% |
| Total Area Assigned to Production | 284,959 | 262,184 | 8.7% |
(1) Includes Agro-Uranga, Brazil and Paraguay,
The area in operation assigned to the crops and sugarcane activity increased by 8.7% as compared to the same period of the previous fiscal year.
II.b) Cattle Production
| Production Volume (1) | 9M20 | 9M19 | 9M18 | 9M17 | 9M16 |
|---|---|---|---|---|---|
| Cattle<br>herd (tons) | 9,016 | 8,655 | 8,692 | 6,484 | 5,881 |
| Milking<br>cows (tons) | - | - | 196 | 390 | 399 |
| Cattle (tons) | 9,016 | 8,655 | 8,888 | 6,874 | 6,280 |
(1)
Includes Carnes Pampeanas
| Volume of | 9M20 | 9M19 | 9M18 | 9M17 | 9M16 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 |
| Cattle<br>herd | 12.3 | - | 12.3 | 6.7 | - | 6.7 | 9.3 | - | 9.3 | 6.2 | - | 6.2 | 7.2 | - | 7.2 |
| Milking<br>cows(2) | - | - | - | - | - | - | 1.4 | - | 1.4 | 0.7 | - | 0.7 | 0.4 | - | 0.4 |
| Cattle (thousands of tons) | 12.3 | - | 12.3 | 6.7 | - | 6.7 | 10.7 | - | 10.7 | 6.9 | - | 6.9 | 7.6 | - | 7.6 |
D.M.: Domestic market
F.M.: Foreign market
(1)
Includes Carnes Pampeanas
(2)
Milk was discontinued on IIQ 2018
9
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria
Summary as of March 31, 2020
Cattle
| In ARS Million | 9M 20 | 9M 19 | YoY Var |
|---|---|---|---|
| Revenues | 1,203 | 580 | 107.4% |
| Costs | -1,039 | -509 | 104.1% |
| Initial<br>recognition and changes in the fair value of biological assets and<br>agricultural produce | -3 | -79 | -96.2% |
| Gross Profit / (Loss) | 161 | -8 | - |
| General<br>and administrative expenses | -66 | -67 | -1.5% |
| Selling<br>expenses | -77 | -55 | 40.0% |
| Other<br>operating results, net | -16 | -1 | 1,500.0% |
| Profit / (Loss) from operations | 2 | -131 | - |
| Activity Profit / (Loss) | 2 | -131 | - |
| Area in operation – Cattle (hectares) (1) | As of 03/31/20 | As of 03/31/19 | YoY Var |
| --- | --- | --- | --- |
| Own<br>farms | 72,061 | 79,071 | -8.9% |
| Leased<br>farms | 12,635 | 14,135 | -10.6% |
| Farms<br>under concession | 2,993 | 2,703 | 10.7% |
| Own<br>farms leased to third parties | 9,368 | 1,775 | 427.8% |
| Total Area Assigned to Cattle Production | 97,057 | 97,684 | -0.6% |
(1) Includes Agro-Uranga, Brazil and Paraguay,
| Stock of Cattle Heard | As of 03/31/20 | As of 03/31/19 | YoY Var |
|---|---|---|---|
| Breeding<br>stock | 79,998 | 88,556 | -9.7% |
| Winter<br>grazing stock | 12,495 | 18,228 | -31.5% |
| Sheep<br>stock | 10,650 | 9,661 | 10.2% |
| Total Stock (heads) | 103,143 | 116,445 | -11.4% |
The result of the Cattle activity increased by ARS 133 million: from a ARS 131 million loss during the nine-month period of fiscal year 2019 to a ARS 2 million gain in the same period of 2020, as a result of a positive variation in the holding result as well as selling results of live cattle, because prices for this fiscal year raised at a higher pace than inflation.
II.c) Agricultural Rental and Services
| In ARS Million | 9M 20 | 9M 19 | YoY Var |
|---|---|---|---|
| Revenues | 381 | 236 | 61.4% |
| Costs | -173 | -160 | 8.1% |
| Gross profit | 208 | 76 | 173.7% |
| General<br>and Administrative expenses | -42 | -50 | -16.0% |
| Selling<br>expenses | -16 | -21 | -23.8% |
| Other<br>operating results, net | -25 | -1 | 2,400.0% |
| Profit from operations | 125 | 4 | 3,025.0% |
| Activity Profit | 125 | 4 | 3,025.0% |
The result of the activity increased by ARS 121 million, from a ARS 4 million gain in the nine-month period of 2019 to a ARS 125 million gain in the same period of 2020.
III) Other Segments
We include within "Others" the results coming from our Agroindustrial activity, developed in our meatpacking facility in La Pampa and our investment in FyO.
10
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria
Summary as of March 31, 2020
The result of the segment increased by ARS 333 million, going from an ARS 266 million gain for the nine-month period of fiscal year 2019 to a gain of ARS 599 million for the same period of 2020 mainly due to:
●
A higher gain from the meatpacking facility as a result of the growth of external market sales over total sales (24% in 9M19 vs. 42% in 9M20). Local market sales decreased but their prices remained slightly above inflation. Additionally, during this period, the fattening of own live cattle generated a gain due to the price increase although the volume was lower in number of heads.
●
A positive variation in associates results corresponding to Agrofy S.A.
●
The abovementioned effects are partially offset by a lower profit from FyO due to the fact that inputs’ gross sales margin was reduced because of the increase in intermediation costs generated by the expansion strategy initiated in December 2018. Likewise, this trend in the operating result was partially offset by better results of the commissions of brokerage and consignment of grains, product of the greater volumes transacted, although it was affected by the forecast of 100% of the credit with the client Vicentín during this period (approx. ARS 78 million).
| In ARS Million | 9M 20 | 9M 19 | YoY Var |
|---|---|---|---|
| Revenues | 6,786 | 5,490 | 23.6% |
| Costs | -5,670 | -4,515 | 25.6% |
| Initial<br>recognition and changes in the fair value of biological assets and<br>agricultural produce at the point of harvest | 23 | -4 | - |
| Gross profit | 1,139 | 971 | 17.3% |
| General<br>and administrative expenses | -210 | -211 | -0.5% |
| Selling<br>expenses | -590 | -492 | 19.9% |
| Other<br>operating results, net | 148 | 30 | 393.3% |
| Profit from operations | 487 | 298 | 63.4% |
| Profit<br>from associates | 111 | -32 | - |
| Segment Profit | 598 | 266 | 124.8% |
| EBITDA | 557 | 338 | 64.8% |
| Adjusted EBITDA | 557 | 338 | 64.8% |
IV) Corporate Segment
The negative result of the segment increased by ARS 19 million, going from a loss of ARS 172 million in the nine-month period of 2019 to a loss of ARS 153 million for the same period of 2020.
| In ARS Million | 9M 20 | 9M 19 | YoY Var |
|---|---|---|---|
| General<br>and administrative expenses | -153 | -172 | -11.0% |
| Loss from operations | -153 | -172 | -11.0% |
| Segment loss | -153 | -172 | -11.0% |
| EBITDA | -153 | -171 | -11.7% |
| Adjusted EBITDA | -153 | -171 | -11.7% |
11
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria
Summary as of March 31, 2020
Urban Properties and Investments Business (through our subsidiary IRSA Inversiones y Representaciones Sociedad Anónima)
We develop our Urban Properties and Investments segment through our subsidiary IRSA. As of March 31, 2020, our direct and indirect equity interest in IRSA was 62.4% over stock capital.
Consolidated Results of our Subsidiary IRSA Inversiones y Representaciones S,A,
| In ARS million | 9M 20 | 9M 19 | YoY Var |
|---|---|---|---|
| Revenues | 69,540 | 66,185 | 5.1% |
| Profit<br>/ (loss) from operations | 1,477 | -678 | - |
| EBITDA | 18,448 | 7,181 | 156.9% |
| Adjusted EBITDA | 21,187 | 15,204 | 39.4% |
| Segment Result | 8,152 | -2,509 | - |
Consolidated revenues from sales, rentals and services increased by 5.1% in the nine-month period of fiscal year 2020 compared to the same period in 2019, while adjusted EBITDA, which excludes the effect of the result from changes in the unrealized fair value of investment properties reached ARS 21,007 million, 38.6% higher than the same period of fiscal year 2019.
Argentina Business Center
| In ARS million | 9M 20 | 9M 19 | YoY Var |
|---|---|---|---|
| Revenues | 12,153 | 13,765 | -11.7% |
| Profit<br>/ (loss) from operations | 2 | -3,128 | - |
| EBITDA | 7,552 | -2,898 | - |
| Adjusted EBITDA | 5,362 | 5,511 | -2.7% |
Israel Business Center
| In ARS million | 9M 20 | 9M 19 | YoY Var |
|---|---|---|---|
| Revenues | 57,387 | 52,420 | 9.5% |
| Profit<br>from operations | 1,475 | 2,450 | -39.8% |
| EBITDA | 10,896 | 10,079 | 8.1% |
| Adjusted EBITDA | 15,825 | 9,693 | 63.3% |
Financial Indebtedness and Other
The following tables contain a breakdown of company’s indebtedness:
Agricultural Business
| Description | Currency | Amount (USD MM)(2) | Interest Rate | Maturity |
|---|---|---|---|---|
| Bank<br>overdrafts | ARS | 27.6 | Variable | <<br>360 days |
| Series<br>XXIV NCN | USD | 73.6 | 9.00% | Nov-20 |
| Series<br>XXVI NCN | ARS | 17.0 | Variable | Jan-21 |
| Series<br>XXV NCN | USD | 59.6 | 9.00% | Apr-21 |
| Series<br>XXVIII NCN | USD | 27.5 | 9.00% | Apr-21 |
| Series<br>XXVII NCN | USD | 5.7 | 7.45% | Jul-21 |
| Series<br>XXIII NCN(1) | USD | 113.0 | 6.50% | Feb-23 |
| Other<br>debt | USD | 140.9 | - | - |
| CRESUD’s Total Debt (3) | USD | 464.9 | ||
| Cash and cash equivalents (3) | USD | 35.6 | ||
| CRESUD’s Net Debt | USD | 429.3 | ||
| Brasilagro’s Total Net Debt | USD | 60.9 |
(1) Net of repurchases
(2) Principal amount stated in USD (million) at an exchange rate of 64.469 ARS/USD and 5.205 BRL/USD, without considering accrued interest or elimination of balances with subsidiaries.
(3) Helmir & CRESUD stand-alone.
12
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria
Summary as of March 31, 2020
Urban Properties and Investments Business
Operations Center in Argentina
The following table contains a breakdown of our indebtedness as of March 31, 2020:
| Description | Currency | Amount (USD MM) (1) | Interest Rate | Maturity |
|---|---|---|---|---|
| Bank<br>overdrafts | ARS | 31.7 | Floating | <<br>360 days |
| Series<br>II NCN (USD) | USD | 71.4 | 11.50% | Jul-20 |
| Series<br>II NCN (CLP) | CLP | 37.2 | 10.50% | Aug-20 |
| Series<br>I NCN | USD | 181.5 | 10.00% | Nov-20 |
| Loan<br>with IRSA CP | USD | 54.7 | - | Mar-22 |
| Other<br>debt | USD | 23.5 | - | Feb-22 |
| IRSA’s Total Debt | USD | 400.0 | ||
| Cash<br>& Cash Equivalents + Investments | USD | 0.5 | ||
| IRSA’s Net Debt | USD | 399.5 | ||
| Bank<br>loans and overdrafts | ARS | 16.4 | - | <<br>360 days |
| IRCP<br>NCN Class IV(2) | USD | 129.8 | 5.0% | Sep-20 |
| PAMSA<br>loan | USD | 32.4 | Fixed | Feb-23 |
| IRCP<br>NCN Class II | USD | 360.0 | 8.75% | Mar-23 |
| IRSA CP’s Total Debt | USD | 538.6 | ||
| Cash<br>& Cash Equivalents + Investments (3) | USD | 124.3 | ||
| Intercompany<br>Credit | USD | 54.7 | ||
| IRSA CP’s Net Debt | USD | 359.6 |
(1) Principal amount in USD (million) at an exchange rate of ARS 64.469/USD, without considering accrued interest or eliminations of balances with subsidiaries.
(2) Net of repurchase.
(3) Includes Cash and cash equivalents, Investments in Current Financial Assets and related companies notes holding.
Israel Business Center
Financial debt as of March 31, 2020:
| Net Debt(1) | NIS million |
|---|---|
| IDBD’s<br>Total Debt | 1,847 |
| DIC’s<br>Total Debt | 3,002 |
(1) Cash in IDB includes NIS 197 million as a collateral of Clal swap transaction
Comparative Summary Consolidated Balance Sheet Data
| In<br>ARS million | Mar-20 | Jun-19 |
|---|---|---|
| Current<br>assets | 195,927 | 207,592 |
| Non-current<br>assets | 380,567 | 481,394 |
| Total assets | 576,494 | 688,986 |
| Current<br>liabilities | 148,658 | 121,527 |
| Non-current<br>liabilities | 343,816 | 446,755 |
| Total liabilities | 492,474 | 568,282 |
| Total<br>capital and reserves attributable to the shareholders of the<br>controlling company | 9,112 | 22,811 |
| Minority<br>interests | 74,908 | 97,893 |
| Shareholders’ equity | 84,020 | 120,704 |
| Total liabilities plus minority interests plus shareholders’<br>equity | 576,494 | 688,986 |
13
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria
Summary as of March 31, 2020
Comparative Summary Consolidated Statement of Income Data
| In<br>ARS million | Mar-20 | Mar-19 |
|---|---|---|
| Gross<br>profit | 31,505 | 27,267 |
| Profit from operations | 11,283 | 1,023 |
| Share<br>of profit of associates and joint ventures | 1,307 | -1,941 |
| Profit<br>/ (loss) from operations before financing and taxation | 12,590 | -918 |
| Financial<br>results, net | -33,889 | -20,489 |
| Loss<br>before income tax | -21,299 | -21,407 |
| Income<br>tax expense | -3,302 | 3,204 |
| Loss of<br>the period of continuous operations | -24,601 | -18,203 |
| Profit<br>of discontinued operations after taxes | 17,180 | 3,680 |
| Loss for the period | -7,421 | -14,523 |
| Controlling<br>company’s shareholders | -10,185 | -10,076 |
| Non-controlling<br>interest | 2,764 | -4,447 |
Comparative Summary Consolidated Statement of Cash Flow Data
| In<br>ARS million | Mar-20 | Mar-19 |
|---|---|---|
| Net<br>cash generated by operating activities | 25,858 | 11,433 |
| Net<br>cash generated by investment activities | 16,105 | 9,997 |
| Net<br>cash used in financing activities | -67,145 | -13,022 |
| Total net cash (used in) / generated during the fiscal<br>period | -25,182 | 8,408 |
Ratios
| In<br>ARS million | Mar-20 | Mar-19 |
|---|---|---|
| Liquidity<br>(1) | 1.318 | 1.708 |
| Solvency<br>(2) | 0.171 | 0.212 |
| Restricted<br>capital (3) | 0.660 | 0.699 |
(1) Current Assets / Current Liabilities
(2) Total Shareholders’ Equity/Total Liabilities
(3) Non-current Assets/Total Assets
Material events of the quarter and subsequent events
January 2020: BrasilAgro’s shares partial sale
On January 20, 2020, the Company sold in the market 3,400,000 shares of its subsidiary BrasilAgro representatives of 5.98% of the share capital for an amount of USD 15.6 million.
January 2020: BrasilAgro’s merge with Agrifirma
On January 27, 2020, and in accordance with the terms and conditions established in the Merger Agreement signed on November 22, 2019, Agrifirma Holding was merged by BrasilAgro and extinguished for all legal purposes, becoming BrasilAgro the controlling shareholder of Agrifirma Agropecuária owning 100% of the total voting share capital. The capital of BrasilAgro increased by BRL 115,586,579.79 from BRL 584,224,000 to BRL 699,810,579.79, through the issuance of 5,215,385 new common, registered, book-entry shares with no par value, which were subscribed and paid-up by the shareholders of Agrifirma Holding, in such manner that the share capital of BrasilAgro increased to 62,104,301 shares.
14
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria
Summary as of March 31, 2020
A subscription warrant was also issued in favor of AB Holdings, a shareholder of Agrifirma Holding, which will entitle AB Holding (or its permitted successors and assigns) to subscribe up to 654,487 new ordinary shares, registered with no par value of BrasilAgro, subject to the terms and conditions established in the Merger Agreement.
The merger was made upon exchange of shares and the initial exchange rate was BRL 31.50 per share of BrasilAgro based on the net worth of BrasilAgro and Agrifirma Holding, as of June 30, 2019 (taken into consideration, especially, the properties owned by BrasilAgro and Agrifirma Holding) as per the appraisal made by Deloitte Touche Tohmatsu Consultores Ltda., adjusted in view of the negotiations between the parties, in accordance with the Merger Agreement.
As a result of this transaction, Cresud' stake in BrasilAgro, net of treasury shares, was reduced to approximately 33.6%.
January 2020: Notes issuance
On January 30, 2020, the Company issued in the local market USD 51.4 million through the following Notes:
●
Series XXVI: denominated and payable in ARS for ARS 1,095 million (equivalent to USD 18.2 million) at a variable rate (private BADLAR + 6.5%) with quarterly payments and principal expiring on January 30, 2021.
●
Series XXVII: denominated in USD and payable in ARS at the applicable exchange rate for USD 5.7 million at a fixed rate of 7.45%, with quarterly payments and principal expiring on July 30, 2021
●
Series XXVIII: denominated and payable in USD for USD 27.5 million at a fixed rate of 9.0%, with quarterly payments and principal expiring on April 30, 2021.
May 2020: Brasilagro Farmland Acquisition in Piauí
As a subsequent event, on May 13, 2020 BrasilAgro informed to the market the purchase of 4,500 hectares (of which 2,900 can be developed for crop production) of a farm in Grande do Ribeiro, Piauí. The amount of the acquisition was set at BRL 25 million, with an initial payment of BRL 11 million. The balance will be cancelled in three annual installments.
June 2020: Notes issuance
As a subsequent event, on June 3, 2020, the sixteenth Series of Notes public tender was carried out, within the framework of the Program approved by the Shareholders Meeting, for up to USD 500 million, being the liquidation date on June 9, 2020. The main characteristics of the issuance are detailed bellow:
●
Series XXIX: denominated in USD and payable in ARS at the applicable exchange rate, as defined in the issuance documents, with a nominal value of USD 83.0 million, maturing 18 months from the date of issuance with quarterly payments and principal expiring at maturity. The issue price was 100.0% of Nominal Value. Proceeds will be mainly used for debt refinancing.
15
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria
Summary as of March 31, 2020
EBITDA Reconciliation
In this summary report, we present EBITDA and Adjusted EBITDA. We define EBITDA as profit for the period excluding: (i) result of discontinued operations, (ii) income tax expense, (iii) financial results, net iv) results from participation in associates and joint ventures; and (v) depreciation and amortization. We define Adjusted EBITDA as EBITDA minus net profit from changes in the fair value of investment properties, not realized, excluding barter agreement results and devaluation of Mehadrin shares.
EBITDA and Adjusted EBITDA are non-IFRS financial measures that do not have standardized meanings prescribed by IFRS. We present EBITDA and adjusted EBITDA because we believe they provide investors supplemental measures of our financial performance that may facilitate period-to-period comparisons on a consistent basis. Our management also uses EBITDA and Adjusted EBITDA from time to time, among other measures, for internal planning and performance measurement purposes. EBITDA and Adjusted EBITDA should not be construed as an alternative to profit from operations, as an indicator of operating performance or as an alternative to cash flow provided by operating activities, in each case, as determined in accordance with IFRS. EBITDA and Adjusted EBITDA, as calculated by us, may not be comparable to similarly titled measures reported by other companies. The table below presents a reconciliation of profit for the relevant period to EBITDA and Adjusted EBITDA for the periods indicated:
| For the nine-month period ended March 31 (in ARS<br>million) | ||
|---|---|---|
| 2020 | 2019 | |
| Result<br>for the period | -7,421 | -14,523 |
| Result<br>from discontinued operations | -17,180 | -3,680 |
| Income<br>tax expense | 3,302 | -3,204 |
| Net<br>financial results | 33,889 | 20,489 |
| Share<br>of profit of associates and joint ventures | -1,307 | 1,941 |
| Depreciation<br>and amortization | 12,549 | 8,290 |
| EBITDA (unaudited) | 23,832 | 9,313 |
| Gain<br>from fair value of investment properties | 618 | 8,490 |
| Realized<br>(loss) / gain from fair value of investment properties -<br>Agribusiness | - | 1,462 |
| Impairment<br>of associates and joint ventures | 2,344 | - |
| Barter<br>Agreements result | -235 | -434 |
| Adjusted EBITDA (unaudited) | 26,559 | 18,831 |
16
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria
Summary as of March 31, 2020
Brief comment on future prospects for the Fiscal Year
This exercise presents challenges in Argentina, the region and the world. The COVID-19 pandemic, which originated in China and subsequently spread to numerous countries, has generated volatility in the markets, a drop in commodity prices due to lower Chinese demand, adversely impacting on the global, regional and argentine economy, affecting some of the Company's businesses.
Our agricultural operations continue to develop normally as agricultural production is an essential activity to guarantee food supplies. The 2020 Campaign is progressing with good weather conditions in the region. In Argentina, the good conditions in the south compensated for the drought observed in the north, which impacted “Los Pozos” farm also affecting our operations in Paraguay. Bolivia and Brazil are working with good prospects for the end of the season, so a good level of production, average yields and controlled costs are expected in the consolidated region. Regarding livestock activity, we will continue to focus on improving productivity and controlling costs, working efficiently to achieve the highest possible operating margins. We will continue concentrating our production in our own fields, mainly in the Northwest of Argentina and consolidating our activity in Brazil.
Regarding the transformation and sale of fields, we hope to be able to migrate from livestock to agricultural hectares, whose business is mainly export, with more technology and greater price predictability. Also, as part of our business strategy, we will continue to sell the fields that have reached their maximum level of appreciation.
Our urban properties and investments business, which we own through our investment in IRSA, presents great challenges this year, mainly in its Argentine operations center, where hotels and most of its shopping centers are closed due to social, preventive and mandatory isolation, only working pharmacies, supermarkets and banks as essential activities. IRSA Commercial Properties has decided to postpone the maturity of the base rent and the collective promotion fund for the months of April and May 2020, prioritizing the long-term relationship with its tenants. In addition, an increase in the delinquency rates of some tenants has been detected. This will have a significant impact on the revenues of this segment in the fourth quarter of fiscal year 2020.
On the national and international framework above mentioned, the Board of Directors of the Company will continue evaluating financial, economic and / or corporate tools that allow the Company to improve its position in the market in which it operates and have the necessary liquidity to meet its obligations. Within the framework of this analysis, the indicated tools may be linked to corporate reorganization processes (merger, spin-off or a combination of both), disposal of assets in public and / or private form that may include real estate as well as negotiable securities owned by the Company, incorporation of shareholders through capital increases through the public offering of shares to attract new capital -as it was approved in the Shareholders’ Meeting that took place on October 30, 2019, repurchase of shares and instruments similar to those described that are useful to the proposed objectives.
The Company keeps its commitment to preserve the health and well-being of its clients, employees, tenants and the entire population, constantly reassessing its decisions in accordance with the evolution of events, the regulations that are issued and the guidelines of the competent authorities.
Saúl Zang
First Vice-Chairman in exercise of
the presidency
17