Irsa Investments & Representations Inc 6-K, filed Mar 12, 2020
Irsa Investments & Representations Inc (IRS)
About this 6-K
Irsa Investments & Representations Inc filed this 6-K on March 12, 2020.
IRSA Inversiones y Representaciones Sociedad Anónima
Unaudited Condensed Interim Consolidated Financial Statements as of December 31, 2019 and for the six-month period ended as of that date, presented comparatively
Legal information
Denomination: IRSA Inversiones y Representaciones Sociedad Anónima.
Fiscal year N°: 77, beginning on July 1st, 2018.
Legal address: 108 Bolívar St., 1st floor, Autonomous City of Buenos Aires, Argentina.
Company activity: Real estate investment and development.
Date of registration of the by-laws in the Public Registry of Commerce: June 23, 1943.
Date of registration of last amendment of the by-laws in the Public Registry of Commerce: October 29, 2018.
Expiration of the Company’s by-laws: April 5, 2043.
Registration number with the Superintendence: 213,036.
Capital: 578,676,460 shares.
Common Stock subscribed, issued and paid up nominal value (in millions of Ps.): 579.
Parent Company: Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria
(Cresud S.A.C.I.F. y A.).
Legal Address: 877 Moreno St., 23rd. floor, Autonomous City of Buenos Aires, Argentina.
Main activity: Real estate, agricultural, commercial and financial activities.
Direct and indirect interest of the Parent Company on the capital stock: 359,102,219 common shares.
Percentage of votes of the Parent Company (direct and indirect interest) on the shareholders’ equity: 62.34% (1).
| Type of<br>stock | CAPITAL STATUS | |
|---|---|---|
| Shares<br>authorized for Public Offering (2) | Subscribed,<br>issued and paid up nominal value<br><br><br>(in<br>millions of Pesos) | |
| Common<br>stock with a face value of Ps. 1 per share and entitled to 1 vote<br>each | 578,676,460 | 579 |
(1) For computation purposes, treasury shares have been subtracted.
(2) Company not included in the Optional Statutory System of Public Offer of Compulsory Acquisition.
Index
| Glossary <br>.... | 1 |
|---|---|
| Unaudited<br>Condensed Interim Consolidated Statements of Financial<br>Position | 2 |
| Unaudited<br>Condensed Interim Consolidated Statements of Income and Other<br>Comprehensive Income | 3 |
| Unaudited<br>Condensed Interim Consolidated Statements of Changes in<br>Shareholders’ Equity | 4 |
| Unaudited<br>Condensed Interim Consolidated Statements of Cash<br>Flows | 6 |
| Notes<br>to the Unaudited Condensed Interim Consolidated Financial<br>Statements: | |
| Note 1<br>– The Group’s business and general<br>information | 7 |
| Note 2<br>– Summary of significant accounting<br>policies | 8 |
| Note 3<br>– Seasonal effects on operations | 11 |
| Note 4<br>– Acquisitions and disposals | 11 |
| Note 5<br>– Financial risk management and fair value<br>estimates | 15 |
| Note 6<br>– Segment information | 15 |
| Note 7<br>– Investments in associates and joint<br>ventures | 18 |
| Note 8<br>– Investment properties | 20 |
| Note 9<br>– Property, plant and equipment | 20 |
| Note 10<br>– Trading properties | 21 |
| Note 11<br>– Intangible assets | 21 |
| Note 12<br>– Right-of-use assets | 23 |
| Note 13<br>– Financial instruments by category | 23 |
| Note 14<br>– Trade and other receivables | 25 |
| Note 15<br>– Cash flow information | 26 |
| Note 16<br>– Trade and other payables | 26 |
| Note 17<br>– Borrowings | 27 |
| Note 18<br>– Provisions | 27 |
| Note 19<br>– Taxes | 28 |
| Note 20<br>– Revenues | 29 |
| Note 21<br>– Expenses by nature | 29 |
| Note 22<br>– Cost of goods sold and services provided | 29 |
| Note 23<br>– Other operating results, net | 30 |
| Note 24<br>– Financial results, net | 30 |
| Note 25<br>– Related party transactions | 30 |
| Note 26<br>– CNV General Resolution N° 622 | 33 |
| Note 27<br>– Foreign currency assets and liabilities | 33 |
| Note 28<br>– Groups of assets and liabilities held for<br>sale | 34 |
| Note 29<br>– Results from discontinued operations | 34 |
| Note 30<br>– Other significant events of the period | 35 |
| Note 31<br>– Subsequent Events | 37 |
Glossary
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<br>de Crédito y Securitización S.A. |
| BCRA | Central<br>Bank of the Argentine Republic |
| BHSA | Banco<br>Hipotecario S.A. |
| Cellcom | Cellcom<br>Israel Ltd. |
| Clal | Clal<br>Holdings Insurance Enterprises Ltd. |
| CNV | Securities<br>Exchange Commission |
| CODM | Chief<br>operating decision maker |
| CPF | Collective<br>Promotion Funds |
| Condor | Condor<br>Hospitality Trust Inc. |
| Cresud | Cresud<br>S.A.C.I.F. y A. |
| DIC | Discount<br>Investment Corporation Ltd. |
| Eclsa | E-Comerce<br>Latina S.A. |
| Efanur | Efanur<br>S.A. |
| Financial<br>Statements | Unaudited<br>Condensed Interim Consolidated Financial Statements |
| Gav-Yam | Gav-Yam,<br>Bayside Land Corporation Ltd |
| Annual<br>Financial Statements | Consolidated<br>Financial Statements as of June 30, 2019 |
| HASA | Hoteles<br>Argentinos S.A. |
| IAS | International<br>Accounting Standards |
| IASB | International<br>Accounting Standards Board |
| IDBT | IDB<br>Tourism (2009) Ltd |
| IDBD | IDB<br>Development Corporation Ltd. |
| IFISA | Inversiones<br>Financieras del Sur S.A. |
| ISPRO | ISPRO<br>the Israel properties rental Corp. Ltd. |
| IFRS | International<br>Financial Reporting Standards |
| IRSA,<br>The Company”, “Us”, “We” | IRSA<br>Inversiones y Representaciones Sociedad Anónima |
| IRSA<br>CP | IRSA<br>Propiedades Comerciales S.A. |
| Israir | Israir<br>Airlines & Tourism Ltd. |
| LRSA | La<br>Rural S.A. |
| Metropolitan | Metropolitan<br>885 Third Avenue Leasehold LLC |
| MPIT | Minimum<br>presumed income tax |
| NCN | Non-convertible<br>notes |
| New<br>Lipstick | New<br>Lipstick LLC |
| NFSA | Nuevas<br>Fronteras S.A. |
| NIS | New<br>Israeli Shekel |
| PBC | Property<br>& Building Corporation Ltd. |
| PBEL | PBEL<br>Real Estate LTD |
| Quality | Quality<br>Invest S.A. |
| Shufersal | Shufersal<br>Ltd. |
| Tarshop | Tarshop<br>S.A. |
| TGLT | TGLT<br>S.A |
| Tyrus | Tyrus<br>S.A. |
1
IRSA Inversiones y Representaciones Sociedad Anónima
Unaudited Condensed Interim Consolidated Statements of Financial Position
as of December 31, 2019 and June 30, 2019
(All amounts in millions, except otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
| Note | 12.31.2019 | 06.30.2019 | |
|---|---|---|---|
| ASSETS | |||
| Non-current assets | |||
| Investment properties | 8 | 169,956 | 293,613 |
| Property, plant and equipment | 9 | 26,674 | 28,087 |
| Trading properties | 10, 22 | 4,336 | 6,899 |
| Intangible assets | 11 | 23,462 | 22,539 |
| Rights of use | 12 | 13,181 | - |
| Other assets | 33 | 30 | |
| Investments in associates and joint ventures | 7 | 63,588 | 39,121 |
| Deferred income tax assets | 19 | 397 | 502 |
| Income tax and MPIT credit | 14 | 190 | |
| Restricted assets | 13 | 679 | 3,874 |
| Trade and other receivables | 14 | 16,954 | 15,564 |
| Investments in financial assets | 13 | 3,965 | 3,634 |
| Financial assets held for sale | 13 | - | 5,257 |
| Derivative financial instruments | 13 | 83 | 120 |
| Total non-current assets | 323,322 | 419,430 | |
| Current assets | |||
| Trading properties | 10, 22 | 1,923 | 461 |
| Inventories | 22 | 1,303 | 1,443 |
| Restricted assets | 13 | 5,615 | 5,512 |
| Income tax and MPIT credit | 450 | 491 | |
| Group of assets held for sale | 28 | 36,488 | 10,122 |
| Trade and other receivables | 14 | 28,220 | 28,365 |
| Investments in financial assets | 13 | 32,060 | 40,538 |
| Financial assets held for sale | 13 | 7,337 | 14,672 |
| Derivative financial instruments | 13 | 58 | 52 |
| Cash and cash equivalents | 13 | 64,753 | 76,098 |
| Total current assets | 178,207 | 177,754 | |
| TOTAL ASSETS | 501,529 | 597,184 | |
| SHAREHOLDERS’ EQUITY | |||
| Shareholders' equity attributable to equity holders of the parent<br>(according to corresponding statement) | 34,340 | 40,357 | |
| Non-controlling interest | 47,055 | 67,621 | |
| TOTAL SHAREHOLDERS’ EQUITY | 81,395 | 107,978 | |
| LIABILITIES | |||
| Non-current liabilities | |||
| Borrowings | 17 | 253,502 | 335,969 |
| Lease liabilities | 9,972 | - | |
| Deferred income tax liabilities | 19 | 33,737 | 46,297 |
| Trade and other payables | 16 | 1,780 | 2,206 |
| Provisions | 18 | 11,451 | 10,082 |
| Employee benefits | 182 | 167 | |
| Derivative financial instruments | 13 | 89 | 1,293 |
| Salaries and social security liabilities | 151 | 138 | |
| Total non-current liabilities | 310,864 | 396,152 | |
| Current liabilities | |||
| Trade and other payables | 16 | 19,938 | 23,353 |
| Borrowings | 17 | 58,970 | 57,253 |
| Lease liabilities | 3,928 | - | |
| Provisions | 18 | 2,075 | 2,168 |
| Group of liabilities held for sale | 28 | 19,726 | 7,163 |
| Salaries and social security liabilities | 3,468 | 2,651 | |
| Income tax and MPIT liabilities | 426 | 435 | |
| Derivative financial instruments | 13 | 739 | 31 |
| Total current liabilities | 109,270 | 93,054 | |
| TOTAL LIABILITIES | 420,134 | 489,206 | |
| TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES | 501,529 | 597,184 |
The accompanying notes are an integral part of these Unaudited Condensed Interim Consolidated Financial Statements.
| _______________________<br><br><br>Eduardo<br>S. Elsztain<br><br><br>President |
|---|
2
IRSA Inversiones y Representaciones Sociedad Anónima
Unaudited Condensed Interim Consolidated Statements of Income and Other Comprehensive Income
for the six and three-month periods ended December 31, 2019 and 2018
(All amounts in millions, except otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
| Six month | Three month | ||||
|---|---|---|---|---|---|
| Note | 12.31.2019 | 12.31.2018 | 12.31.2019 | 12.31.2018 | |
| Revenues | 20 | 42,786 | 39,719 | 21,978 | 21,409 |
| Costs | 21, 22 | (26,444) | (24,781) | (13,266) | (13,031) |
| Gross profit | 16,342 | 14,938 | 8,712 | 8,378 | |
| Net gain / (loss) from fair value adjustment of investment<br>properties | 8 | 3,724 | (9,081) | (6,375) | (20,471) |
| General and administrative expenses | 21 | (4,640) | (4,716) | (2,286) | (2,535) |
| Selling expenses | 21 | (5,786) | (5,296) | (3,113) | (2,660) |
| Other operating results, net | 23 | (2,557) | 891 | (2,520) | 169 |
| Profit / (loss) from operations | 7,083 | (3,264) | (5,582) | (17,119) | |
| Share of loss of associates and joint ventures | 7 | (1,671) | (1,212) | (1,757) | (1,405) |
| Loss before financial results and income tax | 5,412 | (4,476) | (7,339) | (18,524) | |
| Finance income | 24 | 536 | 728 | 255 | 417 |
| Finance costs | 24 | (10,487) | (10,152) | (4,155) | (5,350) |
| Other financial results | 24 | (5,084) | (238) | 3,828 | 83 |
| Inflation adjustment | 206 | (579) | 542 | (497) | |
| Financial results, net | (14,829) | (10,241) | 470 | (5,347) | |
| Loss before income tax | (9,417) | (14,717) | (6,869) | (23,871) | |
| Income tax expense | 19 | (2,365) | 3,312 | (315) | 2,802 |
| Loss for the period from continuing operations | (11,782) | (11,405) | (7,184) | (21,069) | |
| Profit for the period from discontinued operations | 29 | 16,639 | 3,042 | (239) | 2,577 |
| Profit / (loss) for the period | 4,857 | (8,363) | (7,423) | (18,492) | |
| Other comprehensive income: | |||||
| Items that may be reclassified subsequently to profit or<br>loss: | |||||
| Currency translation adjustment | 3,355 | 2,412 | (5,414) | (10,975) | |
| Change in the fair value of hedging instruments net of income<br>taxes | (74) | 45 | (59) | 52 | |
| Items that may not be reclassified subsequently to profit or loss,<br>net of income tax: | - | - | - | - | |
| Actuarial profit from defined contribution plans | (102) | - | (46) | - | |
| Other comprehensive income for the period from continuing<br>operations | 3,179 | 2,457 | (5,519) | (10,923) | |
| Other comprehensive income / (loss) for the period from<br>discontinued operations | 4,210 | (2,082) | (51) | (10,216) | |
| Total other comprehensive income for the period | 7,389 | 375 | (5,570) | (21,139) | |
| Total comprehensive income / (loss) for the period | 12,246 | (7,988) | (12,993) | (39,631) | |
| Total comprehensive loss from continuing operations | (8,603) | (8,948) | (12,703) | (31,991) | |
| Total comprehensive income from discontinued<br>operations | 20,849 | 960 | (290) | (7,640) | |
| Total comprehensive income / (loss) for the period | 12,246 | (7,988) | (12,993) | (39,631) | |
| Profit for the period attributable to: | |||||
| Equity holders of the parent | (1,421) | (8,093) | (5,108) | (17,018) | |
| Non-controlling interest | 6,278 | (270) | (2,315) | (1,474) | |
| Loss from continuing operations attributable to: | |||||
| Equity holders of the parent | (10,308) | (9,719) | (6,492) | (18,577) | |
| Non-controlling interest | (1,474) | (1,686) | (692) | (2,492) | |
| Total comprehensive (Loss) / income attributable to: | |||||
| Equity holders of the parent | (3,902) | (8,381) | (6,820) | (22,171) | |
| Non-controlling interest | 16,148 | 393 | (6,173) | (17,460) | |
| Total comprehensive (Loss) / income from continuing operations<br>attributable to: | |||||
| Equity holders of the parent | (6,953) | (9,487) | (6,184) | (15,186) | |
| Non-controlling interest | (1,650) | 539 | (6,519) | (16,805) | |
| Loss per share attributable to equity holders of the<br>parent: | |||||
| Basic | (2.47) | (14.06) | (8.87) | (29.57) | |
| Diluted | (2.47) | (14.06) | (8.87) | (29.57) | |
| Loss per share from continuing operations attributable to equity<br>holders of the parent: | |||||
| Basic | (17.89) | (16.89) | (11.27) | (32.28) | |
| Diluted | (17.89) | (16.89) | (11.27) | (32.28) |
The accompanying notes are an integral part of these Unaudited Condensed Interim Consolidated Financial Statements.
| ______________________<br><br><br>Eduardo<br>S. Elsztain<br><br><br>President |
|---|
3
IRSA Inversiones y Representaciones Sociedad Anónima
Unaudited Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity
for the six-month period ended December 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 shares<br>(1) | Share premium | Additional paid-in capital from treasury shares | Legal reserve | Special reserve Resolution CNV 609/12 (2) | Other reserves (3) | Retained earnings | Subtotal | Non-controlling interest | Total Shareholders’ equity | |
| Balance as of July 1, 2019 | 575 | 4 | 11,844 | 12,800 | 69 | 427 | 8,277 | 59,906 | (53,545) | 40,357 | 67,621 | 107,978 |
| Adjustments previous periods (IFRS 16 and IAS 28) (Note<br>2.2) | - | - | - | - | - | - | - | - | (1,022) | (1,022) | (757) | (1,779) |
| Restated balance as of July 1, 2019 | 575 | 4 | 11,844 | 12,800 | 69 | 427 | 8,277 | 59,906 | (54,567) | 39,335 | 66,864 | 106,199 |
| (Loss) / profit for the period | - | - | - | - | - | - | - | - | (1,421) | (1,421) | 6,278 | 4,857 |
| Other comprehensive (loss) / income for the period | - | - | - | - | - | - | - | (2,481) | - | (2,481) | 9,870 | 7,389 |
| Total profit and other comprehensive (loss) / income for the<br>period | - | - | - | - | - | - | - | (2,481) | (1,421) | (3,902) | 16,148 | 12,246 |
| Assignment of results according to A.G.O. | - | - | - | - | - | - | - | - | - | - | (129) | (129) |
| Loss absorption | - | - | - | - | - | - | - | (53,219) | 53,219 | - | - | - |
| Issuance of shares | - | - | - | - | - | - | - | - | - | - | 75 | 75 |
| Distribution of dividends in shares | - | - | - | - | - | - | - | (519) | - | (519) | - | (519) |
| Capitalization of irrevocable contributions | - | - | - | - | - | - | - | - | - | - | 23 | 23 |
| Dividend distribution | - | - | - | - | - | - | - | - | - | - | (1,215) | (1,215) |
| Decrease due to loss of control | - | - | - | - | - | - | - | - | - | - | (38,099) | (38,099) |
| Other changes in equity | - | - | - | - | - | - | - | - | 21 | 21 | 154 | 175 |
| Changes in non-controlling interest | - | - | - | - | - | - | - | (595) | - | (595) | 3,234 | 2,639 |
| Balance as of December 31, 2019 | 575 | 4 | 11,844 | 12,800 | 69 | 427 | 8,277 | 3,092 | (2,748) | 34,340 | 47,055 | 81,395 |
(1)
Includes Ps. 1 of Inflation adjustment of treasury shares. See Note 16 to the Annual Financial Statements.
(2)
Related to CNV General Resolution N° 609/12.
(3)
Group´s other reserves for the period ended December 31, 2019 are comprised as follows:
| Cost of treasury stock | Changes in non-controlling interest | Reserve for share-based payments | Reserve for future dividends | Currency translation adjustment reserve | Hedging instruments | Revaluation surplus | Special reserve | Reserve for defined contribution plans | Other reserves from subsidiaries | Total Other reserves | |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance as of July 1, 2019 | (145) | (4,647) | 182 | 1,490 | 233 | (7) | 62,889 | (273) | 92 | 92 | 59,906 |
| Other comprehensive profit for the period | - | - | - | - | (2,338) | - | - | - | (143) | - | (2,481) |
| Total comprehensive loss for the period | - | - | - | - | (2,338) | - | - | - | (143) | - | (2,481) |
| Reserve for share-based payments | 5 | - | (5) | - | - | - | - | - | - | - | - |
| Distribution of dividends in shares | - | - | - | - | - | - | (519) | - | - | - | (519) |
| Share-based compensation | - | (595) | - | - | - | - | - | - | - | - | (595) |
| Changes in non-controlling interest | - | - | - | - | - | - | (53,219) | - | - | - | (53,219) |
| Balance as of December 31, 2019 | (140) | (5,242) | 177 | 1,490 | (2,105) | (7) | 9,151 | (273) | (51) | 92 | 3,092 |
The accompanying notes are an integral part of these Unaudited Condensed Interim Consolidated Financial Statements.
______________________
Eduardo S. Elsztain
President
4
IRSA Inversiones y Representaciones Sociedad Anónima
Unaudited Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity
for the six-month period ended December 31, 2018
(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 shares<br>(1) | Share premium | Additional paid-in capital from treasury shares | Legal reserve | Special reserve Resolution CNV 609/12 (2) | Other reserves (3) | Retained earnings | Subtotal | Non-controlling interest | Total Shareholders’ equity | |
| Balance as of July 1, 2018 | 575 | 6 | 11,844 | 12,800 | 69 | 427 | 8,277 | 4,318 | 38,860 | 77,176 | 73,202 | 150,378 |
| Adjustments previous periods (IFRS 9 and 15) | - | - | - | - | - | - | - | - | (289) | (289) | (5) | (294) |
| Balance as of July 1, 2018 (recast) | 575 | 6 | 11,844 | 12,800 | 69 | 427 | 8,277 | 4,318 | 38,571 | 76,887 | 73,197 | 150,084 |
| Loss for the period | - | - | - | - | - | - | - | - | (8,093) | (8,093) | (270) | (8,363) |
| Other comprehensive (loss) / income for the period | - | - | - | - | - | - | - | (288) | - | (288) | 663 | 375 |
| Total profit / (loss) and other comprehensive income for the<br>period | - | - | - | - | - | - | - | (288) | (8,093) | (8,381) | 393 | (7,988) |
| Incorporation by business combination | - | - | - | - | - | - | - | - | - | - | (14) | (14) |
| Changes in non-controlling interest | - | - | - | - | - | - | - | (1,219) | - | (1,219) | 2,010 | 791 |
| Dividend distribution | - | - | - | - | - | - | - | - | (2,297) | (2,297) | - | (2,297) |
| Reserve for share-based payments | - | - | - | - | - | - | - | - | - | - | 29 | 29 |
| Capitalization of contributions | - | - | - | - | - | - | - | - | - | - | (9) | (9) |
| Assignment of results according to A.G.O. at 10.31.18 | - | - | - | - | - | - | - | 57,616 | (57,616) | - | - | - |
| Dividends distribution to non-controlling interest in<br>subsidiaries | - | - | - | - | - | - | - | - | - | - | (560) | (560) |
| Balance as of December 30, 2018 | 575 | 6 | 11,844 | 12,800 | 69 | 427 | 8,277 | 60,427 | (29,435) | 64,990 | 75,046 | 140,036 |
(1) Includes Ps. 1 of Inflation adjustment of treasury shares. See Note 16 to the Annual Financial Statements.
(2) Related to CNV General Resolution N° 609/12.
(3) Group’s other reserves for the period ended December 31, 2018 are comprised as follows:
| Cost of treasury stock | Changes in non-controlling interest | Reserve for share-based payments | Reserve for future dividends | Currency translation adjustment reserve | Hedging instruments | Special reserve | Reserve for defined contribution plans | Revaluation surplus | Other reserves from subsidiaries | Total Other reserves | |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance as of July 1, 2018 | (161) | (3,440) | 198 | 1,490 | 954 | 92 | 5,273 | (273) | 92 | 93 | 4,318 |
| Other comprehensive loss for the period | - | - | - | - | (242) | (46) | - | - | - | - | (288) |
| Total comprehensive loss for the period | - | - | - | - | (242) | (46) | - | - | - | - | (288) |
| Share-based compensation | 2 | - | (2) | - | - | - | - | - | - | - | - |
| Assignment of results according to A.G.O. at 10.31.18 | - | - | - | - | - | - | 57,616 | - | - | - | 57,616 |
| Changes in non-controlling interest | - | (1,219) | - | - | - | - | - | - | - | - | (1,220) |
| Balance as of December 30, 2018 | (159) | (4,659) | 196 | 1,490 | 712 | 46 | 62,889 | (273) | 92 | 93 | 60,426 |
The accompanying notes are an integral part of these Unaudited Condensed Interim Consolidated Financial Statements.
| ______________________<br><br><br>Eduardo<br>S. Elsztain<br><br><br>President |
|---|
5
IRSA Inversiones y Representaciones Sociedad Anónima
Unaudited Condensed Interim Consolidated Statements of Cash Flows
for the six-month periods ended December 31, 2019 and 2018
(All amounts in millions, except otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
| Note | 12.31.2019 | 12.31.2018 | |
|---|---|---|---|
| Operating activities: | |||
| Net cash generated from continuing operating activities before<br>income tax paid | 15 | 15,021 | 7,973 |
| Income tax and MPIT paid | (346) | (326) | |
| Net cash generated from continuing operating<br>activities | 14,675 | 7,647 | |
| Net cash generated from discontinued operating<br>activities | 2,105 | 2,931 | |
| Net cash generated from operating activities | 16,780 | 10,578 | |
| Investing activities: | |||
| Acquisition of participation in associates and joint<br>ventures | (591) | (18) | |
| Decreased in cash due to deconsolidation of<br>subsidiaries | - | (9) | |
| Contributions and issuance of capital in associates and joint<br>ventures | (119) | - | |
| Acquisition and improvements of investment properties | (1,404) | (2,009) | |
| Acquisition of subsidiaries, net of cash acquired | - | (349) | |
| Proceeds from sales of investment properties | 8,978 | 14 | |
| Acquisitions and improvements of property, plant and<br>equipment | (2,275) | (2,311) | |
| Proceeds from sales of property, plant and equipment | 2,904 | 14 | |
| Acquisitions of intangible assets | (1,701) | (1,634) | |
| Acquisitions of subsidiaries, net of cash acquired | (71) | (60) | |
| Net increase of restricted deposits | 4,477 | (636) | |
| Dividends collected from associates and joint ventures | 74 | 246 | |
| Proceeds from sales of interest held in associates and joint<br>ventures | 43 | 7,288 | |
| Proceeds from loans granted | 27 | 104 | |
| Acquisitions of investments in financial assets | (10,652) | (23,846) | |
| Proceeds from disposal of investments in financial<br>assets | 14,327 | 29,096 | |
| Interest received from financial assets | 610 | 622 | |
| Dividends received from financial assets | 79 | 31 | |
| Proceeds from sales of intangible assets | 25 | - | |
| Loans granted to related parties | (202) | (12) | |
| Loans granted | (3,195) | - | |
| Net cash generated from / (used in) continuing investing<br>activities | 11,334 | 6,531 | |
| Net cash used in discontinued investing activities | 2,485 | (6,276) | |
| Net cash generated from / (used in) investing<br>activities | 13,819 | 255 | |
| Financing activities: | |||
| Borrowings and issuance of non-convertible notes | 11,280 | 25,002 | |
| Payment of borrowings and non-convertible notes | (34,753) | (19,343) | |
| (Payment) / collections of short term loans, net | 1,278 | (1,084) | |
| Interests paid | (7,863) | (7,498) | |
| Repurchase of non-convertible notes | (11,456) | (2,213) | |
| Capital contributions from non-controlling interest in<br>subsidiaries | - | 144 | |
| Acquisition of non-controlling interest in<br>subsidiaries | (252) | (1,720) | |
| Proceeds from sales of non-controlling interest in<br>subsidiaries | - | 8 | |
| Loans received from associates and joint ventures, net | 80 | 77 | |
| Payment of borrowings to related parties | - | (2) | |
| Dividends paid to non-controlling interest in<br>subsidiaries | (203) | 756 | |
| Charge for issuance of shares and other equity<br>instruments | 2,417 | - | |
| Net proceeds from derivate financial instrument | (1,549) | 294 | |
| Net cash (used in) / generated from continuing financing<br>activities | (41,021) | (5,579) | |
| Net cash generated from /(used in) discontinued financing<br>activities | (4,766) | 6,844 | |
| Net cash generated from financing activities | (45,787) | 1,265 | |
| Net (decrease) / increase in cash and cash equivalents from<br>continuing activities | (15,012) | 8,599 | |
| Net (decrease) / increase in cash and cash equivalents from<br>discontinued activities | (176) | 3,499 | |
| Net (decrease) / increase in cash and cash equivalents | (15,188) | 12,098 | |
| Cash<br>and cash equivalents at beginning of period | 76,098 | 73,045 | |
| Cash and cash equivalents reclassified as<br>held-for-sale | (522) | (974) | |
| Foreign exchange gain and inflation adjustment on cash and changes<br>in fair value of cash equivalents | 4,365 | (2,452) | |
| Cash and cash equivalents at end of period | 13 | 64,753 | 81,717 |
The accompanying notes are an integral part of these Unaudited Condensed Interim Consolidated Financial Statements.
| ______________________<br><br><br>Eduardo<br>S. Elsztain<br><br><br>President |
|---|
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Notes to the Unaudited Condensed Interim Consolidated Financial Statements
(Amounts in millions, except otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
1.
The Group’s business and general information
These Financial Statements have been approved for issuance by the Board of Directors, on February 10, 2020.
IRSA was founded in 1943, and it is engaged in a diversified range of real estate activities in Argentina since 1991. IRSA and its subsidiaries are collectively referred to hereinafter as “the Group”. Cresud is our direct parent company and IFIS Limited is our ultimate parent company.
The Group has established two Operations Centers, Argentina and Israel, to manage its global business, mainly through the following companies:

(*) See note 4. to the Annual Financial Statements for more information about the changes within 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.
Besides IDBD’s financial situation, its negative equity, negative operating cash flows and low credit rating of its debentures which resulted in its bondholders hiring representative and legal advisors to evaluate a potential procedure for declaring the insolvency of IDBD, the cash flow forecast for the next 24 months presented to the Board of Directors includes the current price of Clal’s shares and its implications in the swap transactions deposits (see note 31) and considers the assumption that IDBD will receive, inter alia, proceeds from the sale of private investments which are directly owned by IDBD, while the implementation of these plans does not depend entirely on factors under its control.
Additionally, IRSA’s Board of Directors has approved a commitment with Dolphin to make capital contributions in Dolphin for up to NIS 210 (approximately Ps. 3,360 as of the date of these financial statements), described in Note 1 to the Annual Financial Statements.
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In preparation for its 2019 annual financial statements, IDBD is currently evaluating its financial position, including, among others, its updated cash flow projection and its net assets value. At this stage, IDBD did not finalize its assessment.
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 as mentioned above.
Considering the above, as of December 31, 2019, 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 Operation Center in Israel, which amounted to NIS 588 (Ps. 9,737) as of December 31, 2019.
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 six months ended December 31, 2019 and 2018 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 is 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 will be determined based on the Wholesale Price Index (IPIM) until 2016, considering for the months of November and December 2015 the average variation of the Consumer Price Index (CPI) of the Autonomous City of Buenos Aires, because during those two months there were no national IPIM measurements. Then, from January 2017, the National Consumer Price Index (National CPI) will be considered. The table below presents the index for the period ended December 31, 2019, according to official statistics (INDEC) and following the guidelines described in Resolution 539/18.
| Quarter ended September 30, 2019 | Quarter ended December 31, 2019 | As of December 31, 2019 (accumulated six months) | |
|---|---|---|---|
| Price variation | 13% | 12% | 25% |
As a consequence of the aforementioned, these financial statements as of December 31, 2019 were restated in accordance with IAS 29.
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2.2.
Significant 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 adapted 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, 2018. 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 carrying amount 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.
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The effect on retained earnings as of July 1, 2019 for the first implementation of IFRS 16 and IAS 28 is the following:
| 07.01.2019 | |||
|---|---|---|---|
| Implementation NIIF 16 | Implementation NIC 28 | Total | |
| ASSETS | |||
| Non- Current Assets | |||
| Investment properties | 375 | - | 375 |
| Rights of use | 12,400 | - | 12,400 |
| Investments in associates and joint ventures | - | (1,787) | (1,787) |
| Trade and other receivables | 106 | - | 106 |
| Total Non-Current Assets | 12,881 | (1,787) | 11,094 |
| Current assets | - | - | - |
| Income tax and MPIT credit | 15 | - | 15 |
| Trade and other receivables | (150) | - | (150) |
| Group of assets held for sale | 2,748 | - | 2,748 |
| Total current assets | 2,613 | - | 2,613 |
| TOTAL ASSETS | 15,494 | (1,787) | 13,707 |
| SHAREHOLDERS’ EQUITY | - | - | - |
| Capital and reserves attributable to equity holders of the<br>parent | - | - | - |
| Retained earnings | 8 | (1,030) | (1,022) |
| Total capital and reserves attributable to equity holders of the<br>parent | 8 | (1,030) | (1,022) |
| Non-controlling interest | - | (757) | (757) |
| TOTAL SHAREHOLDERS’ EQUITY | 8 | (1,787) | (1,779) |
| LIABILITIES | - | - | - |
| Non-Current Liabilities | - | - | - |
| Trade and other payables | 9,351 | - | 9,351 |
| Total Non-Current Liabilities | 9,351 | - | 9,351 |
| Current Liabilities | - | - | - |
| Lease liabilities | 3,456 | - | 3,456 |
| Trade and other payables | (81) | - | (81) |
| Group of liabilities held for sale | 2,760 | - | 2,760 |
| Total Current Liabilities | 6,135 | - | 6,135 |
| TOTAL LIABILITIES | 15,486 | - | 15,486 |
| TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES | 15,494 | (1,787) | 13,707 |
2.3.
Comparability of information
Balance items as of June 30, 2019 and December 31, 2018 presented in these Unaudited Condensed Interim Consolidated Financial Statements for comparative purposes arise from the financial statements as of and for such periods restated according to 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.A. to these 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.
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3.
Seasonal effects on operations
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 summer time 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 six month period ended December 31, 2019 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.
Operations Center in Argentina
A.
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.
It is estimated that the operation will be completed before February 29, 2020. At the date of issuance of these financial statements, the Group held 2,197,023 ordinary shares and 325,752 Series E shares.
B.
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, was considered and, it amounted to 205 pesos per share. 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. 443 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%.
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C.
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$1.00 per Class C preferred share (or its equivalent in pesos).
Finally, supporting the recapitalization plan, IRSA CP signed a subscription commitment with TGLT for Class A preferred shares under the Class A Public Offering to make a contribution in kind of shares of the company La Maltería S.A., 100% of its ownership, for an amount of up to US$ 24 million and promised to exchange its convertible notes into Class B preferred shares.
In turn, 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 company 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 in Israel
A.
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 holding of PBC in Gav-Yam changed from 51.7% to 40.0%. The consideration received for said sale was NIS 456 (approximately $ 6,118 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 stake 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.
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Below is a detail of the sale:
| 09.30.2019 | |
|---|---|
| Cash received | 12,555 |
| Remediation of the fair value of the remaining<br>investment | 28,315 |
| Total | 40,870 |
| Net assets written off including business key | (24,596) |
| Earnings from sales of a net tax subsidiary (*) | 16,274 |
(*) These results are presented within discontinued operations, in the line “Other operating results, net”.
Below is a detail of the net assets deconsolidated:
| 09.30.2019 | |
|---|---|
| Investment properties | 138,688 |
| Property, plant and equipment | 934 |
| Intangible assets | 2,992 |
| Rights of use | 37 |
| Investments in associates and joint ventures | 3,870 |
| Restricted assets | 333 |
| Trade and other receivables | 1,019 |
| Investments in financial assets | 11,759 |
| Trading properties | 136 |
| Income tax credit | 167 |
| Cash and cash equivalents | 9,352 |
| TOTAL ASSETS | 169,287 |
| Borrowings | 88,224 |
| Lease liabilities | 37 |
| Deferred income tax liabilities | 16,124 |
| Trade and other payables | 2,111 |
| Employee benefits | 19 |
| Salaries and social security liabilities | 56 |
| Income tax and MPIT liabilities | 111 |
| TOTAL LIABILITIES | 106,682 |
| Non-controlling interest | 38,009 |
| Net assets written off including business key | 24,596 |
B.
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 million. At this stage, there is no certainty that the sale transaction will be completed.
C.
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 irrevocably undertook the 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 million was made.
IRSA committed unilaterally and irrevocably to transfer to Dolphin the amounts it needs 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.
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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 will issue a similar order (with respect to the insolvency of IDBD).
D.
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. The early repayment of these debentures will make Ispro an unlisted company for the TASE.
E.
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 million. 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 million. 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.
As a result of said transaction, as of December 31, 2019, IDBD’s equity interest in Clal Insurance Enterprises was 8.5% and it owned an additional 8.2% through swap transactions.
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F.
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. 5,320 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).
G.
PBC distribution of dividends in kind
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.
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.
From 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). 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 30.
6.
Segment information
As explained in Note 6 to the Annual Financial Statements, the Group reports its financial performance separately in two Operations Centers. As described in Note 4.A from the Israel operations center to these Financial Statements, the Group lost control of Gav-am as of September 30, 2019 and has reclassified its results to discontinued operations. Segment information for the period ended December 31, 2018 has been recast for the purposes of comparability with the present period.
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Below is a summary of the Group’s operative segments 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 December 31, 2019 and 2018:
| Six months ended December 31, 2019 | |||||||
|---|---|---|---|---|---|---|---|
| Operations Center in Argentina | Operations Center in Israel | Total | Joint ventures (1) | Expensesand collectivepromotion funds | Elimination of inter-segment transactions and non-reportable assets<br>/ liabilities (2) | Total as per statement of income / statement of financial<br>position | |
| Revenues | 6,531 | 34,767 | 41,298 | (40) | 1,540 | (12) | 42,786 |
| Costs | (1,359) | (23,498) | (24,857) | 21 | (1,611) | 3 | (26,444) |
| Gross profit / (loss) | 5,172 | 11,269 | 16,441 | (19) | (71) | (9) | 16,342 |
| Net gain / (loss) from fair value adjustment of investment<br>properties | 4,141 | (164) | 3,977 | (253) | - | - | 3,724 |
| General and administrative expenses | (1,134) | (3,528) | (4,662) | 7 | - | 15 | (4,640) |
| Selling expenses | (536) | (5,229) | (5,765) | 4 | (25) | - | (5,786) |
| Other operating results, net | (42) | (2,594) | (2,636) | 14 | 71 | (6) | (2,557) |
| Profit / (loss) from operations | 7,601 | (246) | 7,355 | (247) | (25) | - | 7,083 |
| Share of (loss) of associates and joint ventures | (1,289) | (563) | (1,852) | 181 | - | - | (1,671) |
| Segment profit / (loss) | 6,312 | (809) | 5,503 | (66) | (25) | - | 5,412 |
| Reportable assets | 102,321 | 374,349 | 476,670 | (597) | - | 25,456 | 501,529 |
| Reportable liabilities | - | (331,885) | (331,885) | - | - | (88,249) | (420,134) |
| Net reportable assets | 102,321 | 42,464 | 144,785 | (597) | - | (62,793) | 81,395 |
| Six months ended December 31, 2018 | |||||||
| --- | --- | --- | --- | --- | --- | --- | --- |
| Operations Center in Argentina | Operations Center in Israel | Total | Joint ventures (1) | Expensesand collectivepromotion funds | Elimination of inter-segment transactions and non-reportable assets<br>/ liabilities (2) | Total as per statement of income / statement of financial<br>position | |
| Revenues | 7,100 | 30,920 | 38,020 | (45) | 1,753 | (9) | 39,719 |
| Costs | (1,233) | (21,744) | (22,977) | 28 | (1,832) | - | (24,781) |
| Gross profit / (loss) | 5,867 | 9,176 | 15,043 | (17) | (79) | (9) | 14,938 |
| Net (loss) / gain from fair value adjustment of investment<br>properties | (9,569) | 487 | (9,082) | 1 | - | - | (9,081) |
| General and administrative expenses | (1,312) | (3,430) | (4,742) | 11 | - | 15 | (4,716) |
| Selling expenses | (501) | (4,797) | (5,298) | 2 | - | - | (5,296) |
| Other operating results, net | (310) | 966 | 656 | 161 | 79 | (5) | 891 |
| (Loss) / profit from operations | (5,825) | 2,402 | (3,423) | 158 | - | 1 | (3,264) |
| Share of (loss) of associates and joint ventures | (397) | (622) | (1,019) | (193) | - | - | (1,212) |
| Segment (loss) / profit | (6,222) | 1,780 | (4,442) | (35) | - | 1 | (4,476) |
| Reportable assets | 127,162 | 503,648 | 630,810 | (786) | - | 26,617 | 656,641 |
| Reportable liabilities | - | (432,060) | (432,060) | - | - | (84,542) | (516,602) |
| Net reportable assets | 127,162 | 71,588 | 198,750 | (786) | - | (57,925) | 140,039 |
(1)
Represents the equity value of joint ventures that were proportionately consolidated for segment information.
(2)
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. 8,912 and Ps. 5,288 as of December 31, 2019 and 2018 respectively.
16
IRSA Inversiones y Representaciones Sociedad Anónima
Below is a summarized analysis of the business unit of the Group’s Operations Center in Argentina for the periods ended December 31, 2019 and 2018:
| Six months ended December 31, 2019 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Operations Center in Argentina | ||||||||
| Shopping Malls | Offices | Sales and developments | Hotels | International | Corporate | Others | Total | |
| Revenues | 3,644 | 1,095 | 460 | 1,268 | 5 | - | 59 | 6,531 |
| Costs | (287) | (61) | (257) | (706) | (5) | - | (43) | (1,359) |
| Gross profit | 3,357 | 1,034 | 203 | 562 | - | - | 16 | 5,172 |
| Net (loss) / gain from fair value adjustment of investment<br>properties | (1,876) | 3,326 | 2,544 | - | - | - | 147 | 4,141 |
| General and administrative expenses | (440) | (115) | (108) | (177) | (60) | (177) | (57) | (1,134) |
| Selling expenses | (254) | (43) | (98) | (135) | - | - | (6) | (536) |
| Other operating results, net | (85) | (24) | (3) | (9) | (1) | - | 80 | (42) |
| Profit / (loss) from operations | 702 | 4,178 | 2,538 | 241 | (61) | (177) | 180 | 7,601 |
| Share of profit of associates and joint ventures | - | - | - | - | (381) | - | (908) | (1,289) |
| Segment profit / (loss) | 702 | 4,178 | 2,538 | 241 | (442) | (177) | (728) | 6,312 |
| Investment properties and trading properties | 43,075 | 31,242 | 24,362 | 1,628 | 268 | - | 1,082 | 101,657 |
| Investment in associates and joint ventures | - | - | 456 | - | (7,530) | - | 5,315 | (1,759) |
| Other operating assets | 44 | 50 | 2,225 | 25 | - | - | 79 | 2,423 |
| Operating assets | 43,119 | 31,292 | 27,043 | 1,653 | (7,262) | - | 6,476 | 102,321 |
For the six month period ended December 31, 2019, the net gain from fair value adjustments of shopping malls was Ps. 4,141 million. The net impact of the values in pesos of our properties was mainly a consequence of the change in macroeconomic conditions:
(a) positive result of Ps.19,638.8 million as a consequence of an increase in the projected inflation rate plus GDP, with the resulting increase in the cash flow of shopping malls revenues;
(b) negative result of Ps.21,592.6 million 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.2,244.0 million.
(d) positive impact of Ps.11,560.7 million 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) additional effect due to the suspension of the income tax rate applicable to companies for one year, which resulted in a reduction in the value of shopping centers of Ps. 209.0 million.
The value of our office buildings and other rental properties measured in real terms increased by 12.0% during the six-month period ended as of December 31, 2019, due to a devaluation of the peso which exceeded the period's inflation rate.
Additionally, due to the impact of the inflation adjustment, part of the gain from fair value adjustments was reclassified due to exposure to changes in the purchasing power of the currency.
| Six months ended December 31, 2018 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Operations Center in Argentina | ||||||||
| Shopping Malls | Offices | Sales and developments | Hotels | International | Corporate | Others | Total | |
| Revenues | 4,207 | 840 | 515 | 1,454 | 7 | - | 77 | 7,100 |
| Costs | (319) | (44) | (67) | (717) | (3) | - | (83) | (1,233) |
| Gross profit / (loss) | 3,888 | 796 | 448 | 737 | 4 | - | (6) | 5,867 |
| Net (loss) / gain from fair value adjustment of investment<br>properties | (13,663) | 3,863 | 197 | - | 3 | - | 31 | (9,569) |
| General and administrative expenses | (454) | (105) | (94) | (227) | (54) | (326) | (52) | (1,312) |
| Selling expenses | (268) | (53) | (20) | (152) | - | - | (8) | (501) |
| Other operating results, net | 33 | (15) | (187) | 40 | 3 | - | (184) | (310) |
| (Loss) / profit from operations | (10,464) | 4,486 | 344 | 398 | (44) | (326) | (219) | (5,825) |
| Share of profit of associates and joint ventures | - | - | (21) | - | (299) | - | (77) | (397) |
| Segment (loss) / profit | (10,464) | 4,486 | 323 | 398 | (343) | (326) | (296) | (6,222) |
| Investment properties and trading properties | 66,040 | 30,625 | 23,311 | - | 92 | - | 1,161 | 121,229 |
| Investment in associates and joint ventures | 2 | - | 375 | - | (3,840) | - | 6,683 | 3,220 |
| Other operating assets | 229 | 152 | 163 | 1,754 | 174 | - | 241 | 2,713 |
| Operating assets | 66,271 | 30,777 | 23,849 | 1,754 | (3,574) | - | 8,085 | 127,162 |
17
IRSA Inversiones y Representaciones Sociedad Anónima
Below is a summarized analysis of the business unit of the Group’s Operations Center in Israel for the periods ended December 31, 2019 and 2018:
| Six months ended December 31, 2019 | |||||||
|---|---|---|---|---|---|---|---|
| Operations Center in Israel | |||||||
| Real Estate | Supermarkets | Telecommunications | Insurance | Corporate | Others | Total | |
| Revenues | 6,277 | - | 27,595 | - | - | 895 | 34,767 |
| Costs | (3,364) | - | (19,885) | - | - | (249) | (23,498) |
| Gross profit | 2,913 | - | 7,710 | - | - | 646 | 11,269 |
| Net loss from fair value adjustment of investment<br>properties | (164) | - | - | - | - | - | (164) |
| General and administrative expenses | (378) | - | (2,297) | - | (440) | (413) | (3,528) |
| Selling expenses | (117) | - | (4,924) | - | - | (188) | (5,229) |
| Other operating results, net | (1,644) | - | (657) | - | (58) | (235) | (2,594) |
| Profit / (loss) from operations | 610 | - | (168) | - | (498) | (190) | (246) |
| Share of loss of associates and joint ventures | (404) | - | (89) | - | - | (70) | (563) |
| Segment profit / (loss) | 206 | - | (257) | - | (498) | (260) | (809) |
| Operating assets | 133,810 | 22,442 | 115,160 | 7,337 | 29,114 | 66,486 | 374,349 |
| Operating liabilities | (123,193) | - | (89,968) | - | (98,434) | (20,290) | (331,885) |
| Operating assets (liabilities), net | 10,617 | 22,442 | 25,192 | 7,337 | (69,320) | 46,196 | 42,464 |
| Six months ended December 31, 2018 | |||||||
| --- | --- | --- | --- | --- | --- | --- | --- |
| Operations Center in Israel | |||||||
| Real Estate | Supermarkets | Telecommunications | Insurance | Corporate | Others | Total | |
| Revenues | 6,153 | - | 24,018 | - | - | 749 | 30,920 |
| Costs | (3,857) | - | (17,488) | - | - | (399) | (21,744) |
| Gross profit | 2,296 | - | 6,530 | - | - | 350 | 9,176 |
| Net gain from fair value adjustment of investment<br>properties | 487 | - | - | - | - | - | 487 |
| General and administrative expenses | (281) | - | (2,114) | - | (422) | (613) | (3,430) |
| Selling expenses | (103) | - | (4,554) | - | - | (140) | (4,797) |
| Other operating results, net | - | - | 181 | - | 413 | 372 | 966 |
| Profit / (loss) from operations | 2,399 | - | 43 | - | (9) | (31) | 2,402 |
| Share of (loss) / profit of associates and joint<br>ventures | (470) | 252 | - | - | - | (404) | (622) |
| Segment profit / (loss) | 1,929 | 252 | 43 | - | (9) | (435) | 1,780 |
| Operating assets | 271,236 | 21,126 | 103,239 | 24,773 | 54,408 | 28,866 | 503,648 |
| Operating liabilities | (210,798) | - | (80,053) | - | (126,264) | (14,945) | (432,060) |
| Operating assets (liabilities), net | 60,438 | 21,126 | 23,186 | 24,773 | (71,856) | 13,921 | 71,588 |
7.
Investments in associates and joint ventures
Changes in the Group’s investments in associates and joint ventures for the six-month period ended December 31, 2019 and for the year ended June 30, 2019 were as follows:
| December 31, 2019 | June 30, 2019 | |
|---|---|---|
| Beginning of the period / year | 31,499 | 45,933 |
| Adjustment previous periods (IFRS 9 and IAS 28) | (1,787) | (135) |
| Increase in equity interest in associates and joint<br>ventures | 2,506 | 614 |
| Issuance of capital and contributions | 180 | 116 |
| Capital reduction | (29) | (591) |
| Decrease of interest in associate | - | (6,319) |
| Associates incorporated by business combination | 24,445 | - |
| Share of profit / (loss) | (1,616) | (6,151) |
| Currency translation adjustment | (428) | (356) |
| Dividends (i) | (66) | (1,512) |
| Distribution for associate liquidation | 148 | - |
| Reclassification to held-for-sale | (159) | - |
| Others | (17) | (100) |
| End of the period / year (ii) | 54,676 | 31,499 |
(i)
Note 25.
(ii)
As of December 31, 2019 and June 30, 2019 includes Ps. (8,912) and Ps. (7,622), reflecting interests in companies with negative equity, which were disclosed in “Provisions” (Note 18).
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IRSA Inversiones y Representaciones Sociedad Anónima
| Name of the entity | % ownership interest | Value of Group's interest in equity | Group's interest in comprehensive income / (loss) | |||
|---|---|---|---|---|---|---|
| December 31, 2019 | June 30, 2019 | December 31, 2019 | June 30, 2019 | December 31, 2019 | December 31, 2018 | |
| Associates | ||||||
| New Lipstick (1) | 49.96% | 49.96% | (8,912) | (7,622) | (368) | (455) |
| BHSA | 29.91% | 29.91% | 2,927 | 3,918 | (993) | (121) |
| Condor | 18.89% | 18.89% | 1,331 | 1,225 | (13) | 79 |
| PBEL | 45.00% | 45.40% | - | 1,743 | - | (2) |
| Shufersal | 26.02% | 26.02% | 22,442 | 20,260 | 1,952 | 439 |
| Mehadrin | 31.40% | 45.41% | 4,174 | 4,265 | (58) | (606) |
| Gav-Yam | 34.90% | N/A | 25,457 | N/A | 163 | N/A |
| Quality | 50.00% | 50.00% | 1,857 | 1,646 | 185 | 32 |
| La Rural SA | 50.00% | 50.00% | 184 | 89 | 94 | 26 |
| TGLT | 30.50% | N/A | 1,915 | N/A | - | N/A |
| Other joint ventures | N/A | N/A | 3,301 | 5,975 | (3,006) | (478) |
| Total associates and joint ventures | 54,676 | 31,499 | (2,044) | (1,086) |
(1)
On March 4th 2019, Metropolitan a subsidiary of New Lipstick, has renegotiated its non-recourse debt with IRSA, for an amount of USD 11 plus a contingent amount over the option price on part of the parcel of the land where the Lipstick building is built. The debt is due on April 30, 2021.
Below is additional information about the Group’s investments in associates and joint ventures:
| Name of the entity | Place of business / Country of incorporation | Main activity | Common shares 1 vote | Latest financial statements issued | ||
|---|---|---|---|---|---|---|
| Share capital (nominal value) | Profit / (loss) for the period | Shareholders’ equity | ||||
| Associates | ||||||
| New Lipstick | U.S. | Real estate | N/A | N/A | (*) (8) | (*) (217) |
| BHSA | Argentina | Financial | 448,689,072 | (***) 1,500 | (***) 3,321 | (***) 9,407 |
| Condor | EE.UU. | Hotel | 2,245,100 | N/A | (*) (2) | (*) 92 |
| PBEL | India | Real estate | 450 | (**) 1 | (**) 144 | (**) 3,254 |
| Shufersal | Israel | Retail | 79,282,087 | (**) 242 | (**)242 | (**) 1,795 |
| Mehadrin | Israel | Agropecuaria | N/A | N/A | - | 12,276 |
| Gav-Yam | Israel | Inmobiliaria | N/A | N/A | (**) 149 | (**) 3,254 |
| Quality | Argentina | Real estate | 120,827,022 | 326 | 369 | 3,659 |
| La Rural SA | Argentina | Organization of events | 714,498 | 1 | 199 | 289 |
| TGLT (2) | Argentina | Real estate | 1,509,889 | 80 | - | (3,237) |
| Other joint ventures | - | N/A | N/A | N/A |
(*)
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-month lag, including material adjustments, if any.
(**)
Amounts in millions of NIS.
(***)
Information as of December 31, 2019 according to BCRA's standards.
(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.
Puerto Retiro (joint venture):
There have been no changes to what was informed in Note 8 to the Annual Financial Statements.
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IRSA Inversiones y Representaciones Sociedad Anónima
8.
Investment properties
Changes in the Group’s investment properties for the six-month period ended December 31, 2019 and for the year ended June 30, 2019 were as follows:
| Six months ended December 31, 2019 | Year ended June 30, 2019 | ||||
|---|---|---|---|---|---|
| Rental properties | Undeveloped parcels of land | Properties under development | Total | Total | |
| Fair value at the beginning of the period / year | 258,376 | 25,096 | 10,141 | 293,613 | 318,625 |
| Adjustments previous periods | 375 | - | - | 375 | - |
| Additions | 578 | 1 | 1,556 | 2,135 | 10,222 |
| Capitalized finance costs | - | - | - | - | 205 |
| Capitalized leasing costs | 13 | - | - | 13 | 14 |
| Amortization of capitalized leasing costs (i) | (9) | - | - | (9) | (19) |
| Transfers | 29 | (44) | 15 | - | 381 |
| Assets incorporated by business combination | (19,748) | (636) | (568) | (20,952) | - |
| Deconsolidation | (127,270) | (7,213) | (4,205) | (138,688) | - |
| Disposals | (9,494) | (343) | - | (9,837) | (3,299) |
| Currency translation adjustment | 37,015 | 1,476 | 1,091 | 39,582 | (2,684) |
| Net gain from fair value adjustment | 1,373 | 2,070 | 281 | 3,724 | (29,832) |
| Fair value at the end of the period / year | 141,238 | 20,407 | 8,311 | 169,956 | 293,613 |
(i)
Amortization charges of capitalized leasing costs were included in “Costs” in the Statements of Income (Note 21).
The following amounts have been recognized in the Statements of Income:
| 12.31.2019 | 12.31.2018 | |
|---|---|---|
| Rental and services income | 9,838 | 13,316 |
| Direct operating expenses | (3,200) | (3,538) |
| Development expenditures | 46 | (2,835) |
| Net realized gain from fair value adjustment of investment<br>properties | 3 | - |
| Net unrealized gain from fair value adjustment of investment<br>properties | 3,721 | (9,081) |
Valuation techniques are described in Note 9 to the Annual Financial Statements. There were no changes to such techniques. The Company has reassessed the assumptions at the end of the period, 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 six-month period ended December 31, 2019 and for the year ended June 30, 2019 were as follows:
| Six month ended December 31, 2019 | Year ended June 30, 2019 | |||||
|---|---|---|---|---|---|---|
| Buildings and facilities | Machinery and equipment | Communication networks | Others | Total | Total | |
| Costs | 9,360 | 2,127 | 83,343 | 7,800 | 102,630 | 97,017 |
| Accumulated depreciation | (5,837) | (1,454) | (61,367) | (5,885) | (74,543) | (69,206) |
| Net book amount at the beginning of the period / year | 3,523 | 673 | 21,976 | 1,915 | 28,087 | 27,811 |
| Additions | 152 | 46 | 2,012 | 512 | 2,722 | 6,290 |
| Disposals | (18) | (1) | (2,798) | - | (2,817) | (53) |
| Deconsolidation | (372) | (523) | - | (39) | (934) | - |
| Assets incorporated by business combinations | (241) | - | - | - | (241) | - |
| Currency translation adjustment | 241 | 131 | 2,960 | (501) | 2,831 | (634) |
| Transfers | - | (19) | - | - | (19) | 10 |
| Depreciation charges (i) | (183) | (42) | (2,188) | (542) | (2,955) | (5,337) |
| Balances at the end of the period / year | 3,102 | 265 | 21,962 | 1,345 | 26,674 | 28,087 |
| Costs | 6,782 | 1,706 | 89,422 | 3,723 | 101,633 | 102,630 |
| Accumulated depreciation | (3,680) | (1,441) | (67,460) | (2,378) | (74,959) | (74,543) |
| Net book amount at the end of the period / year | 3,102 | 265 | 21,962 | 1,345 | 26,674 | 28,087 |
(i)
As of December 31, 2019, depreciation charges of property, plant and equipment were recognized as follows: Ps. 2,520 in "Costs", Ps. 363 in "General and administrative expenses" and Ps. 73 in "Selling expenses", respectively in the Statement of Income (Note 21).
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IRSA Inversiones y Representaciones Sociedad Anónima
10.
Trading properties
Changes in the Group’s trading properties for the six-month period ended December 31, 2019 and for the year ended June 30, 2019 were as follows:
| Six-month ended December 31, 2019 | Year ended June 30, 2019 | ||||
|---|---|---|---|---|---|
| Completed properties | Properties under development | Undeveloped sites | Total | Total | |
| Beginning of the period / year | 2,364 | 2,106 | 2,890 | 7,360 | 19,428 |
| Adjustment previous periods (IFRS 15) | - | - | - | - | (7,329) |
| Additions | 24 | 915 | 28 | 967 | 3,226 |
| Deconsolidation | - | (136) | - | (136) | - |
| Currency translation adjustment | 140 | 96 | 229 | 465 | (1,190) |
| Transfers | 554 | (526) | (30) | (2) | 47 |
| Impairment | - | - | - | - | (40) |
| Capitalized finance costs | - | 64 | - | 64 | 15 |
| Disposals | (301) | (2,127) | (31) | (2,459) | (6,797) |
| End of the period / year | 2,781 | 392 | 3,086 | 6,259 | 7,360 |
| Non-current | 4,336 | 6,899 | |||
| Current | 1,923 | 461 | |||
| Total | 6,259 | 7,360 |
11.
Intangible assets
Changes in the Group’s intangible assets for the six-month period ended December 31, 2019 and for the year ended June 30, 2019 were as follows:
| Six-month ended December 31, 2019 | Year ended June 30, 2019 | |||||||
|---|---|---|---|---|---|---|---|---|
| Goodwill | Trademarks | Licenses | Customer relations | Information systems and software | Contracts and others | Total | Total | |
| Costs | 5,775 | 6,218 | 8,334 | 17,852 | 5,680 | 7,581 | 51,440 | 46,369 |
| Accumulated amortization | - | (481) | (6,307) | (15,078) | (2,323) | (4,712) | (28,901) | (22,099) |
| Net book amount at the beginning of the period / year | 5,775 | 5,737 | 2,027 | 2,774 | 3,357 | 2,869 | 22,539 | 24,270 |
| Additions | - | - | - | - | 674 | 1,538 | 2,212 | 3,276 |
| Disposals | - | - | - | - | (84) | - | (84) | (54) |
| Deconsolidation | (2,973) | - | - | - | (19) | - | (2,992) | - |
| Impairment | - | - | - | - | - | - | - | (162) |
| Currency translation adjustment | 2,007 | 584 | 194 | 228 | 337 | 284 | 3,634 | (707) |
| Amortization charges (i) | - | (44) | (117) | (528) | (614) | (544) | (1,847) | (4,084) |
| Balances at the end of the period / year | 4,809 | 6,277 | 2,104 | 2,474 | 3,651 | 4,147 | 23,462 | 22,539 |
| Costs | 4,809 | 6,857 | 9,193 | 19,699 | 6,403 | 9,897 | 56,858 | 51,440 |
| Accumulated amortization | - | (580) | (7,089) | (17,225) | (2,752) | (5,750) | (33,396) | (28,901) |
| Net book amount at the end of the period / year | 4,809 | 6,277 | 2,104 | 2,474 | 3,651 | 4,147 | 23,462 | 22,539 |
(i)
As of December 31, 2019, amortization charges were recognized in the amount of Ps. 118 in "Costs", Ps. 558 in "General and administrative expenses" and
Ps. 1,244 in "Selling expenses", in the Statement of Income (Note 21).
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IRSA Inversiones y Representaciones Sociedad Anónima
12.
Right-of-use assets
The Group’s right-of-use assets as of December 31, 2019 and June 30, 2019 are the following:
| December 31, 2019 | June 30, 2019 | |
|---|---|---|
| Real Estate | 2,939 | - |
| Telecommunications | 9,027 | - |
| Machinery and equipment | 15 | - |
| Others | 1,200 | - |
| Total Rights of use | 13,181 | - |
| Not Current | 13,181 | - |
| Total | 13,181 | - |
The depreciation charge of the right-of use-assets is detailed below:
| December 31, 2019 | December 31, 2018 | |
|---|---|---|
| Real Estate | 472 | - |
| Telecommunications | 1.450 | - |
| Others | 121 | - |
| Total depreciation of Rights of use | 2.043 | - |
13.
Financial instruments by category
This note presents 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 see Note 13 to the Annual Financial Statements. Financial assets and financial liabilities as of December 31, 2019 are the following:
| Financial assets at amortized cost | Financial assets at fair value through profit or loss | Subtotal financial assets | Non-financial assets | Total | |||
|---|---|---|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | |||||
| December 31, 2019 | |||||||
| Assets as per Statement of Financial Position | |||||||
| Trade and other receivables (excluding the allowance for doubtful<br>accounts and other receivables) | 37,640 | - | - | - | 37,640 | 10,291 | 47,931 |
| Investments in financial assets: | |||||||
| - Public companies’ securities | - | 891 | 195 | - | 1,086 | - | 1,086 |
| - Private companies’ securities | - | - | - | 2,468 | 2,468 | - | 2,468 |
| - Deposits | 513 | 50 | - | - | 563 | - | 563 |
| - Bonds | - | 18,517 | 1,888 | - | 20,405 | - | 20,405 |
| - Others | - | 10,366 | 644 | 493 | 11,503 | - | 11,503 |
| Derivative financial instruments: | |||||||
| - Foreign-currency future contracts | - | - | 42 | - | 42 | - | 42 |
| - Others | - | - | 17 | 82 | 99 | - | 99 |
| Restricted assets (i) | 6,294 | - | - | - | 6,294 | - | 6,294 |
| Financial assets held for sale: | |||||||
| - Clal | - | 7,337 | - | - | 7,337 | - | 7,337 |
| Cash and cash equivalents: | |||||||
| - Cash at bank and on hand | 15,977 | - | - | - | 15,977 | - | 15,977 |
| - Short-term investments | 46,955 | 1,821 | - | - | 48,776 | - | 48,776 |
| Total assets | 107,379 | 38,982 | 2,786 | 3,043 | 152,190 | 10,291 | 162,481 |
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IRSA Inversiones y Representaciones Sociedad Anónima
| 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 | |||||
| December 31, 2019 | |||||||
| Liabilities as per Statement of Financial Position | |||||||
| Trade and other payables | 15,671 | - | - | - | 15,671 | 6,047 | 21,718 |
| Borrowings (excluding finance leases) | 312,472 | - | - | - | 312,472 | - | 312,472 |
| Derivative financial instruments: | |||||||
| - Foreign-currency future contracts | - | 78 | 650 | - | 728 | - | 728 |
| - Others | - | - | - | 67 | 67 | - | 67 |
| - Forwards | - | - | 33 | - | 33 | - | 33 |
| Total liabilities | 328,143 | 78 | 683 | 67 | 328,971 | 6,047 | 335,018 |
Financial assets and financial liabilities as of June 30, 2019 were as follows:
| Financial assets at amortized cost | Financial assets at fair value through profit or loss | Subtotal financial assets | Non-financial assets | Total | |||
|---|---|---|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | |||||
| June 30, 2019 | |||||||
| Assets as per Statements of Financial Position | |||||||
| Trade and other receivables (excluding the allowance for doubtful<br>accounts and other receivables) | 36,473 | - | - | - | 36,473 | 9,791 | 46,264 |
| Investments in financial assets: | - | - | - | - | - | - | - |
| - Public companies’ securities | - | 1,204 | 174 | 35 | 1,413 | - | 1,413 |
| - Private companies’ securities | - | - | - | 2,297 | 2,297 | - | 2,297 |
| - Deposits | 4,610 | 45 | - | - | 4,655 | - | 4,655 |
| - Bonds | - | 21,047 | 1,336 | 1,256 | 23,639 | - | 23,639 |
| - Investments in financial assets with<br>quotation | - | 11,619 | 549 | - | 12,168 | - | 12,168 |
| Derivative financial instruments | - | - | - | - | - | - | - |
| - Foreign-currency future contracts | - | - | 36 | - | 36 | - | 36 |
| - Others | - | - | 16 | 120 | 136 | - | 136 |
| Restricted assets (i) | 9,386 | - | - | - | 9,386 | - | 9,386 |
| Financial assets held for sale: | - | - | - | - | - | - | - |
| - Clal | - | 19,929 | - | - | 19,929 | - | 19,929 |
| Cash and cash equivalents: | - | - | - | - | - | - | - |
| - Cash at bank and on hand | 8,462 | - | - | - | 8,462 | - | 8,462 |
| - Short term investments | 65,913 | 1,723 | - | - | 67,636 | - | 67,636 |
| Total assets | 124,844 | 55,567 | 2,111 | 3,708 | 186,230 | 9,791 | 196,021 |
| 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 and other payables | 18,581 | - | - | - | 18,581 | 6,978 | 25,559 |
| Borrowings (excluding finance leases) | 393,203 | - | - | - | 393,203 | - | 393,203 |
| Derivative financial instruments: | - | ||||||
| - Swaps | - | - | 169 | - | 169 | - | 169 |
| - Others | - | - | 1,095 | 60 | 1,155 | - | 1,155 |
| Total liabilities | 411,784 | - | 1,264 | 60 | 413,108 | 6,978 | 420,086 |
(i) Corresponds to security deposits 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 17). 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).
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IRSA Inversiones y Representaciones Sociedad Anónima
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.
As of December 31, 2019, there have been no changes to the economic or business circumstances affecting the fair value of the financial assets and liabilities of the Group.
The Group uses a range of valuation models for the measurement of Level 2 and Level 3 instruments. Details of such models are presented in 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 |
|---|---|---|---|---|
| Foreign<br>currency put | Theoretical price | Underlying price (Market price) and currency volatility<br>(historical) | Level 2 | - |
| Promissory<br>note | Discounted cash flows - Theoretical price | Underlying<br>asset price (Market price); share price volatility (historical) and<br>market interest rate (Libor rate curve). | Level 3 | Underlying asset price 10.5 to 11.5<br><br><br>Share price volatility 58% to 78%<br><br><br>Market interest-rate<br><br><br>1.5%<br>to 3% |
| 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<br>asset price and volatility | Level 2<br>and 3 | - |
The following table presents the changes in Level 3 instruments as of December 31, 2019 and June 30, 2019:
| Derivative financial instruments - Forwards | Investments in financial assets - Private companies'<br>securities | investments in financial assets - Others | Derivative financial instruments | Total as of December 31, 2019 | Total as of June 30, 2019 | |
|---|---|---|---|---|---|---|
| Balances at beginning of the period / year | (60) | 2,297 | 1,291 | 120 | 3,648 | 4,058 |
| Additions and acquisitions | - | 15 | - | - | 15 | 151 |
| Transfer to level 1 | - | - | - | (3) | (3) | 52 |
| Currency translation adjustment | (7) | 200 | 61 | (20) | 234 | (67) |
| Write off | - | - | (851) | - | (851) | - |
| Gain / (loss) for the period / year (i) | - | (44) | (8) | (15) | (67) | (546) |
| Balances at the end of the period / year | (67) | 2,468 | 493 | 82 | 2,976 | 3,648 |
(i)
Included within “Financial results, net” in the Statements of Income.
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IRSA Inversiones y Representaciones Sociedad Anónima
14.
Trade and other receivables
Group’s trade and other receivables as of December 31, 2019 and June 30, 2019 are as follows:
| December 31, 2019 | June 30, 2019 | |
|---|---|---|
| Sale, leases and services receivables | 31,292 | 31,215 |
| Less: Allowance for doubtful accounts | (2,757) | (2,335) |
| Total trade receivables | 28,535 | 28,880 |
| Prepaid expenses | 7,236 | 7,027 |
| Borrowings, deposits and other debit balances | 4,919 | 3,626 |
| Advances to suppliers | 1,350 | 1,140 |
| Tax receivables | 433 | 561 |
| Others | 2,701 | 2,695 |
| Total other receivables | 16,639 | 15,049 |
| Total trade and other receivables | 45,174 | 43,929 |
| Non-current | 16,954 | 15,564 |
| Current | 28,220 | 28,365 |
| Total | 45,174 | 43,929 |
Movements on the Group’s allowance for doubtful accounts were as follows:
| December 31, 2019 | June 30, 2019 | |
|---|---|---|
| Beginning of the period / year | 2,335 | 1,577 |
| Adjustments previous periods (IFRS 9) | - | 171 |
| Additions | 372 | 687 |
| Recoveries | (80) | (54) |
| Currency translation adjustment | 549 | 559 |
| Deconsolidation | (17) | - |
| Receivables written off during the period/year as<br>uncollectable | (295) | (409) |
| Transfer of assets available for sale | (17) | |
| Inflation adjustment | (90) | (196) |
| End of the period / year | 2,757 | 2,335 |
The creation and release of the allowance for doubtful accounts have been included in “Selling expenses” in the Statement of Income (Note 21).
15.
Cash flow information
Following is a detailed description of cash flows generated by the Group’s operations for the six month periods ended December 31, 2019 and 2018:
| Note | Six months ended 12.31.2019 | Six months ended 12.31.2018 | |
|---|---|---|---|
| Profit / (loss) for the period | 4,857 | (8,363) | |
| Profit for the period from discontinued operations | (16,639) | (3,042) | |
| Adjustments for: | |||
| Income tax | 18 | 2,365 | (3,312) |
| Amortization and depreciation | 20 | 6,912 | 4,627 |
| Net gain / (loss) from fair value adjustment of investment<br>properties | (3,724) | 9,081 | |
| Share-based compensation | 58 | 29 | |
| Impairment of other assets | 1,513 | 236 | |
| Depreciation of associates and joint ventures | - | 200 | |
| Net gain from disposal of intangible assets | - | (12) | |
| Gain from disposal of subsidiary and associates | - | (1,069) | |
| Financial results, net | 15,742 | 9,333 | |
| Provisions and allowances | 263 | 676 | |
| Share of profit of associates and joint ventures | 7 | 1,671 | 1,212 |
| Changes in operating assets and liabilities: | |||
| (Increase) / decrease in inventories | (348) | 58 | |
| Decrease / (increase) in trading properties | 1,345 | (352) | |
| Increase in restricted assets | - | (180) | |
| Decrease in trade and other receivables | 3,368 | 944 | |
| Decrease in trade and other payables | (2,781) | (1,721) | |
| Increase / (decrease) in salaries and social security<br>liabilities | 873 | (260) | |
| Decrease in provisions | (454) | (112) | |
| Net cash generated by continuing operating activities before income<br>tax paid | 15,021 | 7,973 | |
| Net cash generated by discontinued operating activities before<br>income tax paid | 2,105 | 2,931 | |
| Net cash generated by operating activities before income tax<br>paid | 17,126 | 10,904 |
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IRSA Inversiones y Representaciones Sociedad Anónima
The following table presents a detail of significant non-cash transactions occurred in the six-month periods ended December 31, 2019 and 2018:
| Six months ended 12.31.2019 | Six months ended 12.31.2018 | |
|---|---|---|
| Increase in investment properties through an increase in trade and<br>other payables | 40 | - |
| Increase in investment properties through a decrease in trade and<br>other receivable | - | 267 |
| Increase in investment properties through a decrease in financial<br>assets | 245 | - |
| Increase of properties for sale through an increase in<br>borrowings | 64 | 43 |
| Increase of properties for sale through a decrease of investment<br>properties | - | 852 |
| Increase in property, plant and equipment through an increase in<br>trade and other payables | 447 | 465 |
| Increase in intangible assets through an increase in trade and<br>other payables | 511 | - |
| Increase in intangible assets through an increase in trade and<br>other payables | - | 270 |
| Distribution of dividends at non-controlling interest pending<br>payment | 1,012 | - |
| Increase in investments in financial assets through a decrease in<br>investments in associates and joint ventures | 19 | - |
| Increase in investments in associates and joint ventures through a<br>decrease in investments in financial assets | 723 | - |
| Increase in investments in associates and joint ventures through a<br>decrease in borrowings | - | 8 |
| Reduction of investment properties through the acquisition of<br>investments in associates | 1,192 | - |
| Decrease in borrowings through a decrease in financial<br>assets | 2,161 | - |
| Increase of rights of use through a decrease of property, plant and<br>equipment | 19 | - |
| Distribution of dividends in shares | 519 | - |
| Increase in investment properties through an increase in trade and<br>other payables | 446 | - |
| Increase in investment properties through an increase in<br>borrowings | - | 41 |
| Decrease in trade and other receivable through an increase in<br>investments in associates and joint ventures | - | 9 |
| Increase in investments in associates and joint ventures from an<br>increase in trade and other payables | 61 | - |
16.
Trade and other payables
Group’s trade and other payables as of December 31, 2019 and June 30, 2019 were as follows:
| December 31, 2019 | June 30, 2019 | |
|---|---|---|
| Trade payables | 12,031 | 15,288 |
| Sales, rental and services payments received in<br>advance | 2,749 | 3,972 |
| Construction obligations | 629 | 1,171 |
| Accrued invoices | 511 | 593 |
| Deferred income | 83 | 120 |
| Total trade payables | 16,003 | 21,144 |
| Dividends payable to non-controlling shareholders | 199 | 180 |
| Tax payables | 442 | 369 |
| Construction obligations | 1,015 | 1,277 |
| Other payables | 4,059 | 2,589 |
| Total other payables | 5,715 | 4,415 |
| Total trade and other payables | 21,718 | 25,559 |
| Non-current | 1,780 | 2,206 |
| Current | 19,938 | 23,353 |
| Total | 21,718 | 25,559 |
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IRSA Inversiones y Representaciones Sociedad Anónima
17.
Borrowings
The breakdown of the Group’s borrowings as of December 31, 2019 and June 30, 2019 was as follows:
| Total as of December 31, 2019 (ii) | Total as of June 30, 2019 (ii) | Fair value as of December 31, 2019 | Fair value as of June 30, 2019 | |
|---|---|---|---|---|
| NCN | 265,301 | 335,978 | 225,958 | 331,499 |
| Bank loans | 44,411 | 51,343 | 40,369 | 49,077 |
| Bank overdrafts | 1,554 | 354 | 1,554 | 354 |
| Other borrowings (i) | 1,206 | 5,547 | 1,206 | 7,803 |
| Total borrowings | 312,472 | 393,222 | 269,087 | 388,733 |
| Non-current | 253,502 | 335,969 | ||
| Current | 58,970 | 57,253 | ||
| 312,472 | 393,222 |
(i) Includes finance leases in the amount of Ps. 19 as of June 30, 2019.
(ii) Includes Ps. 286,104 and Ps. 389,956 as of December 31, 2019 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 | Nominal rate of | Principal payment | Interest payment | |
|---|---|---|---|---|---|---|---|---|
| interest | ||||||||
| IRSA | Class I tranche 2 | Aug-19 | USD 85 | 11/15/2020 | 10.00%<br>e.a. | At expiration | quarterly | (1) |
| IRSA | Class II | Aug-19 | CLP 31 (2) | 08/06/2020 | 10.50% e.a. | At expiration | 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.
18.
Provisions
The table below shows the movements in the Group's provisions categorized by type:
| Six-month ended December 31, 2019 | Year ended June 30, 2019 | |||||
|---|---|---|---|---|---|---|
| Legal claims (i) | Investments in associates and joint ventures (ii) | Site dismantling and remediation | Other provisions | Total | Total | |
| Beginning of period / year | 2,102 | 7,622 | 302 | 2,224 | 12,250 | 9,007 |
| Additions | 88 | 372 | 29 | - | 489 | 4,099 |
| Recovery | (20) | - | - | - | (20) | (96) |
| Used during the period / year | (183) | - | - | (144) | (327) | (312) |
| Inflation adjustment | (36) | - | - | - | (36) | (67) |
| Currency translation adjustment | 177 | 918 | 34 | 41 | 1,170 | (381) |
| End of period / year | 2,128 | 8,912 | 365 | 2,121 | 13,526 | 12,250 |
| Non-current | 11,451 | 10,082 | ||||
| Current | 2,075 | 2,168 | ||||
| Total | 13,526 | 12,250 |
(i)
Additions and recoveries are included in "Other operating results, net".
(ii)
Corresponds to investments in New Lipstick and Puerto Retiro, companies that have negative net worth. The increases and recoveries are included in "Share of profit of associates and joint ventures ".
There were no significant changes to the processes mentioned in Note 18 to the Annual Financial Statements.
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IRSA Inversiones y Representaciones Sociedad Anónima
19.
Taxes
The details of the Group’s income tax, is as follows:
| December 31, 2019 | Decemberr 31, 2018 | |
|---|---|---|
| Current income tax | 21 | (555) |
| Deferred income tax | (2,253) | 3,867 |
| Minimum presumed income tax | (133) | - |
| Income tax from continuing operations | (2,365) | 3,312 |
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 six-month periods ended December 31, 2019 and 2018:
| Six months ended December 31, 2019 | Six months ended December 31, 2018 | |
|---|---|---|
| Profit from continuing operations at tax rate applicable in the<br>respective countries (*) | 2,492 | 4,430 |
| Permanent differences: | ||
| Share of profit of associates and joint ventures | (529) | (218) |
| Unrecognized tax loss carryforwards (i) | (1,680) | (1,285) |
| Changes in fair value of financial instruments | (626) | - |
| Result of exposure to permanent inflation | 1,110 | (103) |
| Tax rate differential | 871 | 699 |
| Non-taxable profit / (loss), non-deductible expenses and<br>others | (1,604) | (190) |
| Fiscal transparency | 88 | (21) |
| Adjustment for tax inflation | (2,487) | - |
| Income tax from continuing operations | (2,365) | 3,312 |
(i)
Corresponds principally to Operations Center in Argentina.
The gross movement in the deferred income tax account is as follows:
| December 31, 2019 | June 30, 2019 | |
|---|---|---|
| Beginning of period / year | (45,795) | (51,256) |
| Use of tax losses | (47) | - |
| Currency translation adjustment | (1,692) | 1,646 |
| Desconsolidation | 16,447 | - |
| Deferred income tax charge | (2,253) | 3,815 |
| End of period / year | (33,340) | (45,795) |
| Deferred income tax assets | 397 | 502 |
| Deferred income tax liabilities | (33,737) | (46,297) |
| Deferred income tax liabilities, net | (33,340) | (45,795) |
Tax law modifications in the operation center Argentina
Law No. 27,541 of social solidarity and productive 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)
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IRSA Inversiones y Representaciones Sociedad Anónima
20.
Revenues
| Six months ended December 31, 2019 | Six months ended December 31, 2018 | |
|---|---|---|
| Income from communication services | 20,831 | 18,330 |
| Rental and services income | 9,838 | 10,277 |
| Sale of communication equipment | 6,763 | 5,688 |
| Sale of trading properties and developments | 3,190 | 3,541 |
| Revenue from hotels operation and tourism services | 1,370 | 1,557 |
| Other revenues | 794 | 326 |
| Total Group’s revenues | 42,786 | 39,719 |
21.
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.
| Costs | General and administrative expenses | Selling expenses | Total as of December 31, 2019 | Total as of December 31, 2018 | |
|---|---|---|---|---|---|
| Cost of sale of goods and services | 7,479 | - | - | 7,479 | 7,021 |
| Salaries, social security costs and other personnel<br>expenses | 2,719 | 1,756 | 2,294 | 6,769 | 6,638 |
| Depreciation and amortization | 4,403 | 1,136 | 1,373 | 6,912 | 4,627 |
| Fees and payments for services | 1,103 | 816 | 25 | 1,944 | 3,547 |
| Maintenance, security, cleaning, repairs and others | 1,964 | 243 | 180 | 2,387 | 2,395 |
| Advertising and other selling expenses | 294 | 6 | 1,060 | 1,360 | 1,327 |
| Taxes, rates and contributions | 301 | 42 | 324 | 667 | 623 |
| Interconnection and roaming expenses | 2,900 | - | - | 2,900 | 2,572 |
| Fees to other operators | 4,274 | - | - | 4,274 | 3,578 |
| Director´s fees | - | 316 | - | 316 | 416 |
| Leases and service charges | 52 | 9 | 9 | 70 | 226 |
| Allowance for doubtful accounts, net | - | - | 354 | 354 | 379 |
| Other expenses | 955 | 316 | 167 | 1,438 | 1,444 |
| Total as of December 31, 2019 | 26,444 | 4,640 | 5,786 | 36,870 | |
| Total as of December 31, 2018 | 24,781 | 4,716 | 5,296 | 34,793 |
22.
Cost of goods sold and services provided
| Total as of December 31, 2019 | Total as of December 31, 2018 | |
|---|---|---|
| Inventories at the beginning of the period (*) | 8,803 | 20,661 |
| Adjustments previous periods | - | (7,377) |
| Purchases and expenses (**) | 23,627 | 34,158 |
| Capitalized finance costs | 64 | 43 |
| Currency translation adjustment | 3,890 | (1,283) |
| Transfers | - | 852 |
| Disposals | (2,459) | (212) |
| Deconsolidation | (136) | - |
| Inventories at the end of the period (*) | (7,562) | (12,455) |
| Total costs | 26,227 | 34,387 |
The following table presents the composition of the Group’s inventories as of December 31, 2019 and June 30, 2019:
| Total as of December 31, 2019 | Total as of December 31, 2018 | |
|---|---|---|
| Real estate | 6,259 | 7,421 |
| Telecommunications | 1,303 | 1,382 |
| Total inventories at the end of the period (*) | 7,562 | 8,803 |
(*) Inventories include trading properties and inventories.
(**) As of December 31, 2018 includes the cost of goods sold from Gav-Yam which was reclassified to discontinued operations.
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IRSA Inversiones y Representaciones Sociedad Anónima
23.
Other operating results, net
| Six months ended December 31, 2019 | Six months ended December 31, 2018 | |
|---|---|---|
| Gain from disposal of subsidiary and associates (1) | (6) | 1,069 |
| Donations | (95) | (64) |
| Lawsuits and other contingencies | (57) | (35) |
| Depreciation of associates and joint ventures | (1,621) | (198) |
| Impairment of associates and joint ventures (2) | 386 | 358 |
| Others | (1,164) | (239) |
| Total other operating results, net | (2,557) | 891 |
(1)
As of December 31, includes the result from the sale of the Group´s equity interest in Cyber Secdo.
(2)
As of December 31, 2019, includes Ps. 970 of the Cellcom voluntary retirement plan
24.
Financial results, net
| Six months ended December 31, 2019 | Six months ended December 31, 2018 | |
|---|---|---|
| Finance income: | ||
| - Interest income | 443 | 436 |
| - Dividend income | 75 | 66 |
| - Other finance income | 18 | 226 |
| Total finance income | 536 | 728 |
| Finance costs: | ||
| - Interest expenses | (9,997) | (9,907) |
| - Loss on debt swap | (4) | - |
| - Other finance costs | (551) | (329) |
| Subtotal finance costs | (10,552) | (10,236) |
| Capitalized finance costs | 65 | 84 |
| Total finance costs | (10,487) | (10,152) |
| Other financial results: | ||
| - Fair value gain of financial assets and liabilities at fair<br>value through profit or loss, net | (2,978) | 1,333 |
| - Exchange differences, net | (4,427) | (2,096) |
| - Result for repurchase of negotiable<br>obligations | 2,506 | - |
| - Gain from derivative financial instruments,<br>net | (185) | 525 |
| Total other financial results | (5,084) | (238) |
| -<br>Inflation adjustment | 206 | (579) |
| Total financial results, net | (14,829) | (10,241) |
25.
Related party transactions
The following is a summary of the balances with related parties as of December 31, 2019 and June 30, 2019:
| Item | December 31, 2019 | June 30, 2019 |
|---|---|---|
| Trade and other receivables | 2,019 | 1,433 |
| Investments in financial assets | 1,212 | 1,428 |
| Borrowings | (73) | - |
| Trade and other payables | (273) | (406) |
| Total | 2,885 | 2,455 |
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IRSA Inversiones y Representaciones Sociedad Anónima
| Related party | December 31, 2019 | June 30, 2019 | Description of transaction | Item |
|---|---|---|---|---|
| Manibil S.A. | - | - | Contributions in advance | Trade and other receivable |
| New Lipstick LLC | 1,253 | 1,107 | Loans granted | Trade and other receivable |
| (64) | - | Loans obtained | Borrowings | |
| 14 | 13 | Reimbursement of expenses receivable | Trade and other receivable | |
| Condor | 241 | 209 | Public companies securities | Trade and other receivable |
| Other associates and joint ventures | - | 1 | Reimbursement of expenses receivable | Trade and other receivable |
| - | (15) | Leases and/or rights of use payable | Trade and other payables | |
| (9) | - | Loans obtained | Borrowings | |
| 5 | - | Management fees | Trade and other receivable | |
| 11 | 15 | Leases and/or rights of use receivable | Trade and other receivable | |
| 204 | - | Dividends | Trade and other receivable | |
| (2) | 14 | Reimbursement of expenses payable | Trade and other payable | |
| Total associates and joint ventures | 1,653 | 1,344 | ||
| Cresud | (18) | (47) | Reimbursement of expenses receivable | Trade and other payables |
| (106) | (143) | Corporate services receivable | Trade and other payables | |
| 1,212 | 1,428 | NCN | Investment in financial assets | |
| 4 | 6 | Leases and/or rights of use receivable | Trade and other receivable | |
| (1) | (1) | Management fee | Trade and other payables | |
| (3) | (4) | Share based payments | Trade and other payables | |
| Total parent company | 1,088 | 1,239 | ||
| Directors | (135) | (210) | Fees for services received | Trade and other payables |
| Others (1) | 96 | 34 | Leases and/or rights of use receivable | Trade and other receivable |
| 82 | - | Loans granted | Trade and other receivable | |
| (8) | - | Reimbursement of expenses payable | Trade and other payables | |
| 109 | 48 | Reimbursement of expenses receivable | Trade and other receivable | |
| Total directors and others | 144 | (128) | ||
| Total at the end of the period/year | 2,885 | 2,455 |
(1)
Includes CAMSA, Estudio Zang, Bergel & Viñes, Austral Gold, Fundación IRSA, Hamonet S.A., CAM Communication LP, Gary Gladstein and Fundación Museo de los Niños.
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IRSA Inversiones y Representaciones Sociedad Anónima
The following is a summary of the results with related parties for the six month periods ended December 31, 2019 and 2018:
| Related party | Six months ended December 31, 2019 | Six months ended December 31, 2018 | Description of transaction |
|---|---|---|---|
| BACS | 26 | 25 | Leases and/or rights of use |
| Manibil | - | 40 | Corporate services |
| Tarshop | - | 20 | Leases and/or rights of use |
| - | 2 | Commissions | |
| La Rural S.A. | - | 32 | Leases and/or rights of use |
| Condor | - | (20) | Financial operations |
| Other associates anf joint ventures | (4) | 11 | Financial operations |
| Otras asociadas y negocios conjuntos | 13 | 14 | Leases and/or rights of use |
| Otras asociadas y negocios conjuntos | 13 | (2) | Corporate services |
| Total associates and joint ventures | 48 | 122 | |
| Cresud | 8 | 15 | Leases and/or rights of use |
| Cresud | (248) | (243) | Corporate services |
| Cresud | 46 | 40 | Financial operations |
| Total parent company | (194) | (188) | |
| Directors | (258) | (393) | Fees and remunerations |
| Otras (1) | - | 2 | Leases and/or rights of use |
| Otras (1) | (117) | 17 | Financial operations |
| Otras (1) | (13) | (14) | Donation |
| - | 5 | Corporate services | |
| (17) | (11) | Fees and remuneration | |
| Total others | (405) | (394) | |
| Total at the end of the period | (551) | (460) |
(1)
Includes Isaac Elsztain e Hijos, CAMSA. Hamonet S.A., Ramat Hanassi, Estudio Zang, Bergel y Viñes, Austral Gold, La Rural, New Lipstick, Condor and Fundación IRSA.
The following is a summary of the transactions with related parties for the six-month periods ended December 31, 2019 and 2018:
| Related party | Six months ended December 31, 2019 | Six months ended December 31, 2018 | Description of the operation |
|---|---|---|---|
| Condor | 26 | 58 | Dividends received |
| Mehadrin | - | 83 | Dividends received |
| Manaman | - | 35 | Dividends received |
| Nuevo Puerto Santa Fe S.A. | 25 | 14 | Dividends received |
| Nave by the sea | - | 43 | Dividends received |
| Emco | 15 | 12 | Dividends received |
| Total dividends received | 66 | 245 | |
| Cresud | 331 | 1,448 | Dividends granted |
| Helmir | 8 | 9 | Dividends granted |
| Total dividends distribution | 339 | 1,457 | |
| Quality | 26 | 29 | Capital contributions |
| Manibil | 77 | - | Capital contributions |
| Others | 77 | - | Capital contributions |
| Total capital contributions | 180 | 29 | |
| TGLT S.A. | 3,107 | - | Purchase and exchange of shares |
| Total other transactions | 3,107 | - |
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IRSA Inversiones y Representaciones Sociedad Anónima
26.
CNV General Resolution N° 622
As required by Section 1°, Chapter III, Title IV of CNV General Resolution N° 622, below there is a detail of the notes to the Unaudited Condensed Interim Consolidated Financial Statements that disclose the information required by the Resolution in Exhibits.
| Exhibit<br>A - Property, plant and equipment | Note 8<br>Investment properties and Note 9 Property, plant and<br>equipment |
|---|---|
| Exhibit<br>B - Intangible assets | Note 11<br>Intangible assets |
| Exhibit<br>C - Equity investments | Note 7<br>Equity interest in associates and joint ventures |
| Exhibit<br>D - Other investments | Note 13<br>Financial instruments by category |
| Exhibit<br>E – Provisions | Note 18<br>Provisions |
| Exhibit<br>F - Cost of sales and services provided | Note 22<br>Cost of goods sold and services provided |
| Exhibit<br>G - Foreign currency assets and liabilities | Note 27<br>Foreign currency assets and liabilities |
27.
Foreign currency assets and liabilities
Book amounts of foreign currency assets and liabilities are as follows:
| Item / Currency (1) | Amount (2) | Peso exchange rate (3) | Total as of 12.31.19 | Total as of 06.30.19 |
|---|---|---|---|---|
| Assets | ||||
| Trade and other receivables | ||||
| US Dollar | 35 | 59.690 | 2,107 | 2,155 |
| Euros | 1 | 66.853 | 37 | 174 |
| Receivables with related parties: | ||||
| US Dollar | 4 | 59.890 | 227 | 210 |
| Total trade and other receivables | 2,371 | 2,539 | ||
| Investments in financial assets | ||||
| US Dollar | 13 | 59.690 | 780 | 4,235 |
| Pounds | - | 78.266 | - | 60 |
| Investments with related parties: | ||||
| US Dollar | 20 | 59.890 | 1,212 | 1,428 |
| Total investments in financial assets | 1,992 | 5,723 | ||
| Derivative financial instruments | ||||
| US Dollar | - | 59.690 | - | 15 |
| Total Derivative financial instruments | - | 15 | ||
| Cash and cash equivalents | ||||
| US Dollar | 71 | 59.690 | 4,219 | 14,591 |
| Euros | 0 | 66.853 | 1 | 91 |
| Total cash and cash equivalents | 4,220 | 14,682 | ||
| Total Assets | 8,583 | 22,959 | ||
| Liabilities | ||||
| Trade and other payables | ||||
| US Dollar | 9 | 59.890 | 528 | 9,240 |
| Euros | 0 | 67.227 | 3 | 45 |
| Payables to related parties: | ||||
| US Dollar | - | 59.890 | - | 18 |
| Total Trade and other payables | 531 | 9,303 | ||
| Borrowings | ||||
| US Dollar | 539 | 59.890 | 32,270 | 45,495 |
| Borrowings with related parties | ||||
| US Dollar | 1 | 59.890 | 64 | 761 |
| Total Borrowings | 32,334 | 46,256 | ||
| Derivative financial instruments | ||||
| US Dollar | 1 | 59.890 | 53 | 34 |
| Total derivative financial instruments | 53 | 34 | ||
| Lease liabilities | ||||
| US Dollar | 0 | 59.890 | 14 | - |
| Total lease liabilities | 14 | - | ||
| Total Liabilities | 32,932 | 55,593 |
(1) Considering foreign currencies those that differ from each Group’s subsidiaries functional currency at each period/year-end.
(2) Stated in millions of each foreign currency.
(3) Exchange rates as of December 31, 2019 according to Banco de la Nación Argentina.
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IRSA Inversiones y Representaciones Sociedad Anónima
28.
Groups of assets and liabilities held for sale
As mentioned in Note 4.C. to the Annual Financial Statements, the Group has certain assets and liabilities classified as held for sale. The following table shows the main ones:
| December 31, 2019 | June 30, 2019 | |
|---|---|---|
| Property, plant and equipment | 10,370 | 5,571 |
| Intangible assets | 629 | 120 |
| Investments in associates | 149 | 526 |
| Deferred income tax assets | 348 | 255 |
| Investment properties | 20,056 | 106 |
| Income tax credits | 66 | - |
| Trade and other receivables | 3,362 | 2,643 |
| Cash and cash equivalents | 1,508 | 901 |
| Total assets held-for-sale | 36,488 | 10,122 |
| Trade and other payables | 10,020 | 4,265 |
| Employee benefits | 331 | 254 |
| Deferred income tax liability | 1,640 | 45 |
| Borrowings | 7,735 | 2,599 |
| Total liabilities held-for-sale | 19,726 | 7,163 |
| Total net assets held-for-sale | 16,762 | 2,959 |
29.
Results from discontinued operations
The results from operations of Gav-Yam for the period ended December 31, 2019 and the results from Israir and IDB Tourism for both periods; have been reclassified in the Statements of Income under discontinued operations.
| Six months ended December 31, 2019 | Six months ended December 31, 2018 | |
|---|---|---|
| Revenues | 11,817 | 13,848 |
| Costs | (8,714) | (9,606) |
| Gross profit | 3,103 | 4,242 |
| Net gain from fair value adjustment of investment<br>properties | - | 711 |
| General and administrative expenses | (526) | (545) |
| Selling expenses | (396) | (456) |
| Other operating results, net (1) | 15,414 | 451 |
| Profit from operations | 17,595 | 4,403 |
| Share of profit of associates and joint ventures | 116 | 170 |
| Profit before financial results and income tax | 17,711 | 4,573 |
| Finance income | 73 | 154 |
| Finance cost | (1,212) | (1,301) |
| Other financial results | 100 | 40 |
| Financial results, net | (1,039) | (1,107) |
| Profit before income tax | 16,672 | 3,466 |
| Income tax | (33) | (424) |
| Profit from discontinued operations | 16,639 | 3,042 |
| (Loss) / profit for the period from discontinued operations<br>attributable to: | ||
| Equity holders of the parent | 8,887 | 1,626 |
| Non-controlling interest | 7,752 | 1,416 |
| Profit per share from discontinued operations attributable to<br>equity holders of the parent: | ||
| Basic | 15.43 | 2.83 |
| Diluted | 15.34 | 2.81 |
(1) includes the fair value remediation of residual ownership in Gav-Yam
As of December 31, 2019 and 2018, Ps. 3,019 and Ps. 1,971 of the total revenues from discontinued operations and Ps. 16,678 and Ps.1,939 of the total profit from discontinued operations correspond to Gav-Yam.
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IRSA Inversiones y Representaciones Sociedad Anónima
30.
Other relevant events of the period
Economic context in which the company operates
The Company operates in a complex economic context, whose main economic variables have recently had strong volatility, both nationally and internationally.
At a local level, the following was observed:
●
Year-on-year inflation as of December 31, 2019, was 53.8%, and projected inflation for the next 12 months has been estimated at 42.2% according to the survey on market expectations made by the Argentine Central Bank for 2020.
●
After the outcome of the 2019 primary elections, concerns have been raised in the international markets regarding the sustainability of the Argentine debt. For such reason, country-risk indicators reached 2,200 points, resulting in a depreciation of sovereign bonds. This trend has continued even after the general elections of October 2019. It should be noted that from January to December 2019, the Peso depreciated 59% vis-à-vis the U.S. Dollar, according to the average wholesale exchange rate quoted by Banco de la Nación Argentina.
●
Pursuant to the report filed by the Argentine Central Bank at the end of 2019, entitled “Objectives and plans for the development of the currency, foreign exchange, financial, and credit policies for 2020”, Argentina ended 2019 with a drop in activity levels in the whereabouts of 3%, and an annual inflation rate in excess of 50%, the highest one in the past 28 years. In terms of foreign exchange flows, in 2019 the capital and financial account deficit exceeded U.S. Dollars 35,000 million. Capital inflows, which had been driven by high domestic interest rates and were not backed by productive investments, were withdrawn when not even the soaring domestic interest rates were able to offset the growing devaluation expectation. Once again, Argentina experienced a high level of external debt, which accounted for 40.1% of the GDP in the second quarter of 2019, as compared to 13.9% of the GDP at the end of 2015.
●
In this scenario, the Government decided to implement various measures, including emergency executive decree No. 609/2019, which imposed several foreign exchange restrictions, and Law No. 27,541 on Social Solidarity and Productive Recovery in the Public Emergency Framework (the “Solidarity Law”), promulgated on December 23, 2019, which among other issues, seeks to create the conditions required for the fiscal accounts and debt to be sustainable, with a solidary approach that includes the imposition of progressive tax schemes. In addition, it aims to promote the reactivation of the economy by strengthening the income of the more vulnerable sectors, increasing their consumption levels and alleviating the tax debts of small and medium sized companies in an attempt to facilitate business continuity.
●
Below is a description of the principal measures adopted:
-
Foreign exchange market restrictions: The scope of Emergency Executive Decree No. 609/2019, published in the Official Gazette on September 1, 2019, which had reinstated restrictions on the foreign exchange market, was ratified and broadened. Some of these restrictions include:
o
specific terms and conditions for settling export proceeds were established by the Argentine Central Bank;
o
new financial indebtedness with foreign creditors disbursed from September 1, 2019 onwards must be settled in the local foreign exchange market, and deposited in a local bank account;
o
the Argentine Central Bank’s prior consent is required for the repayment of debts for imports of goods and services;
o
the Argentine Central Bank’s consent is required for Argentine companies to remit profits or pay dividends;
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IRSA Inversiones y Representaciones Sociedad Anónima
o
repayment of loans abroad may be settled through the local foreign exchange market on their maturity dates, subject to (i) the previous settlement of the funds; and (ii) the previous satisfaction of certain reporting obligations imposed by the Argentine Central Bank;
-
the Argentine Central Bank’s previous consent is required for the payment of debts to offshore related companies. To access the foreign exchange market, residents are required to submit documents evidencing the validity of the transactions in respect of which foreign currency is being purchased to remit funds abroad;
-
swap and arbitrage transactions may be made by customers without the Argentine Central Bank’s previous consent, always provided that they are implemented as individual transactions in Argentine Pesos;
-
cash withdrawals may be made abroad by debiting local bank accounts, always provided that the relevant foreign currency has been already deposited in the referred account;
-
payment of certain public debt instruments was deferred;
-
fuel price controls were established.
-
Severance payment duplication: On December 13, 2019, under Executive Decree 34/2019, an occupational public emergency was declared for a term of six months, and the obligation to pay twice the applicable severance payment in case of no-cause dismissal was established for a term of 180 days.
-
Corporations: The application of paragraph 5), Article 94 of the Argentine Companies Law, which established that the loss of capital qualified as a mandatory corporate dissolution event, was suspended until December 31, 2020, as was also Article 206, which required corporations to reduce their stock capital when losses had depleted the amount of reserves and 50% of their stock capital.
-
Declaration of public emergency: The Solidarity Law declared the public emergency in economic, financial, tax, administrative, social security, public utility, energy, health, and social matters, and the Argentine Executive Branch was delegated several powers under the scope of the Solidarity Law.
-
Sovereign debt sustainability: The Argentine Executive Branch has been empowered to take all such actions as necessary to recover and ensure the sustainability of the Argentine sovereign debt.
-
Energy system: The Argentine Executive Branch has been empowered to freeze electricity and natural gas utility rates under federal jurisdiction and to start a renegotiation process under the current comprehensive tariff review scheme, or to implement a new extraordinary review, from the effective date of this law for a term of up to one hundred and eighty (180) days, aimed at achieving a reduction in the actual tariff burden on households, stores, and industries for 2020.
-
Employer contributions: The differential contribution scheme for SMEs (18%) vs. large corporations (20.40%) has been reinstated, as well as the possibility to consider the applicable percentages according to the employer’s jurisdiction as VAT fiscal credit, and Executive Decree 814/2001 was repealed. The current employer contribution deduction continues in effect.
-
Tax inflation adjustment: The positive or negative inflation adjustment for the first and second fiscal years starting on January 1, 2019, calculated pursuant to current regulations, shall be allocated as follows: one-sixth in such fiscal period, and the remaining five-sixths, in equal parts, over the immediately following 5 fiscal periods.
-
Personal Assets: Tax rates were increased, and the tax thresholds were not modified. A higher rate was imposed on assets located abroad, and a tax benefit was established for repatriated assets.
-
Tax on Financial Income: Interest accrued on fixed term deposits in domestic currency, and third-party deposits or other methods for raising capitals from the public, as determined by the Central Bank, were exempted from this tax for fiscal period 2019. The tax on financial income for fiscal period 2020 was repealed.
36
IRSA Inversiones y Representaciones Sociedad Anónima
-
Income Tax. Tax rate on corporations and dividends: The changes in tax rates were suspended until the fiscal year starting on January 1, 2021; therefore, the following tax rates have been maintained in effect: Legal entities’ income: 30%; and dividends: 7%.
-
Tax for an Inclusive and Selfless Argentina: For a term of 5 years, foreign currency purchase transactions made for no specific purpose, including purchases of banknotes and purchases made through wire transfers, are subject to a 30% tax rate, and this tax may not be credited against other tax liabilities.
-
Tax on debits and credits on bank accounts: Cash withdraws from bank accounts are subject to twice the tax rate previously in effect. This increase shall not apply to accounts held by individuals or legal entities evidencing their condition as small or medium-sized companies.
-
Employment benefits: The Argentine Executive Branch is empowered to: a) require private employers to pay minimum salary rises to their workers; b) temporarily release them from the obligation to pay dues and contributions to the Argentine Social Security System (SIPA) on the salary rises resulting from the enforcement these powers or collective bargaining; and c) reduce dues and/or contributions to the SIPA for certain specific jurisdictions and industries or in critical situations.
-
Minimum general salary rise: On January 2020, under Executive Decree 14/2020, the Argentine Executive Branch approved a salary rise for private employees of Ps. 3,000, effective as of January 2020. From February 2020 onwards, an additional sum of Ps.1,000 will apply.
The volatility and uncertainty scenario described above subsists as of the date of these financial statements.
The Company’s Management continuously monitors the development of the variables that affect its business, to define its course of action and identify potential impacts on its equity and financial condition. The Company’s financial statements should be read in light of these circumstances.
31.
Subsequent events
Loss of control of Gav-Yam
On January 12, 2019, PBC received a letter from the Ministry of Justice of Israel, in which it questioned that PBC no longer holds control of Gav Yam. Therefore, the Ministry of Justice believes that PBC may be considered as breaching the provisions of the Concentration Law.
The management of PBC sustains its position that as of September 30, 2019 it no longer holds control of Gav Yam, considering the facts and circumstances described in Note 4 to theses financial statements. Currently PBC is preparing a response to the Ministry of Justice of Israel
Agreement for the sale of ISPRO
On January 27, 2020, PBC signed an agreement to sell all its equity interest in Ispro for an amount of NIS 885. Such agreement is expected to finalize in March 2020. This transaction is subject to the approval of the Competence Regulatory Agency in accordance to the Economic Competence Act, which will have to rule within 150 days of the agreement date. Therefore, the assets and liabilities of Ispro were classified as available for sale.
Dolphin Netherland guarantee to IDBD
On February 4, 2020 after approval received from IDBD’s Audit Committee and Board of Directors, Dolphin Netherlands, committed towards the Company to provide to the financing entities through whom swap transactions were performed by the Company in connection with shares of Clal in August 2018 and in November 2018, autonomous and unconditional guarantees in a cumulative total of approximately NIS 11, which will constitute a part of the pledged deposits which IDBD undertook as part of the terms of the aforementioned swap transactions.
It is noted that the banks will be entitled to forfeit the guarantees only in case any of the swap transactions have concluded (in accordance with its terms, including in case of early termination), and on the aforementioned termination date, there is a deficit in the amount of the pledged deposits which were provided by the Company to the banks.
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IRSA Inversiones y Representaciones Sociedad Anónima
Regarding the commitment of Dolphin Netherlands to inject capital into IDBD in equal annual payments of NIS 70 million each on September 2, of the years 2019, 2020 and 2021, which was reported in Note 4 of the annual consolidated financial statements, in case any of the swap transactions has concluded before the deadline for execution of the second payment, on September 2, 2020, the unrealized parts of the guarantees will be returned to Dolphin Netherlands, while each part of the guarantees exercised until September 2, 2020, will be considered as part of the second payment, whereby the balance of the second payment will be transferred by Dolphin Netherlands to IDBD. As long as the swap transactions are still in effect on September 2, 2020, Dolphin Netherlands will make the second payment to IDBD, in accordance with and subject to the terms of the aforementioned commitment, and the guarantees will be returned to Dolphin Netherlands.
38
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
IRSA Inversiones y Representaciones Sociedad Anónima
Legal address: Bolivar 108 – 1° floor
Autonomous City Buenos Aires
Tax Code No. 30-52532274-9
Introduction
We have reviewed the unaudited condensed interim consolidated financial statements of IRSA Inversiones y Representaciones Sociedad Anónima and its subsidiaries (hereinafter “the Company”) which included the unaudited condensed interim consolidated statements of financial position as of December 31, 2019 and the unaudited condensed interim consolidated statements of income and other comprehensive income for the six-month period and three-month period ended December 31, 2019, the unaudited condensed interim consolidated statements of changes in shareholders’ equity and the unaudited condensed interim consolidated statements of cash flows for the six-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).
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 Note 6 to these unaudited condensed interim consolidated financial statements.
Report on compliance with current regulations
In accordance with current regulations, we report about IRSA Inversiones y Representaciones Sociedad Anónima that:
a) the unaudited condensed interim consolidated financial statements of IRSA Inversiones y Representaciones Sociedad Anónima 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 IRSA Inversiones y Representaciones Sociedad Anónima 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;
Free translation from the original prepared in Spanish for publication in Argentina
REVIEW REPORT ON THE UNAUDITED CONDENSED
INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Continued)
d) at December 31, 2019, the debt of IRSA Inversiones y Representaciones Sociedad Anónima owed in favor of the Argentina Integrated Pension System which arises from accounting records amounted to Ps. 155,590.39, which was not claimable at that date.
Autonomous City of Buenos Aires, February 10, 2020.
| PRICE<br>WATERHOUSE & CO.<br>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. Tº 1 Fº 17<br><br><br>Dr.<br>Mariano C. Tomatis<br><br><br>Public Accountant (UBA)<br><br><br>C.P.C.E.C.A.B.A. Tº 241 Fº 118 | ABELOVICH,<br>POLANO & ASOCIADOS 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. T° 1 F° 30<br><br><br>José Daniel<br>Abelovich<br><br><br>Contador Público (UBA)<br><br><br>C.P.C.E. C.A.B.A. T° 102 F° 191 |
|---|
IRSA Inversiones y Representaciones Sociedad Anónima
Unaudited Condensed Interim Separate Financial Statements as of December 31, 2019 and for the six and three-month periods ended as of that date, presented comparatively
IRSA Inversiones y Representaciones Sociedad Anónima
Unaudited Condensed Interim Separate Statements of Financial Position
as of December 31, 2019 and June 30, 2019
(All amounts in millions, except otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
| Note | 12.31.19 | 06.30.19 | |
|---|---|---|---|
| ASSETS | |||
| Non-current assets | |||
| Investment properties | 7 | 14,685 | 13,099 |
| Property, plant and equipment | 8 | 17 | 20 |
| Trading properties | 9 | 411 | 464 |
| Intangible assets | 10 | 63 | 64 |
| Investments in subsidiaries, associates and joint<br>ventures | 6 | 46,741 | 50,023 |
| Income tax and MPIT credit | - | 167 | |
| Trade and other receivables | 12 | 158 | 102 |
| Total non-current assets | 62,075 | 63,939 | |
| Current assets | |||
| Trading properties | 9 | 2,207 | 2,266 |
| Inventories | 1 | 1 | |
| Trade and other receivables | 12 | 1,249 | 1,266 |
| Income tax and MPIT credit | 3 | 6 | |
| Derivative financial instruments | 11 | 40 | - |
| Investments in financial assets | 11 | 6 | 445 |
| Cash and cash equivalents | 11 | 64 | 44 |
| Total current assets | 3,570 | 4,028 | |
| TOTAL ASSETS | 65,645 | 67,967 | |
| SHAREHOLDERS’ EQUITY | |||
| Shareholders' equity (according to corresponding<br>statements) | 35,048 | 41,246 | |
| TOTAL SHAREHOLDERS’ EQUITY | 35,048 | 41,246 | |
| LIABILITIES | |||
| Non-current liabilities | |||
| Trade and other payables | 13 | 5 | 60 |
| Borrowings | 14 | 2,317 | 10,020 |
| Deferred income tax liabilities | 15 | 6,384 | 5,898 |
| Provisions | 16 | 40 | 46 |
| Total non-current liabilities | 8,746 | 16,024 | |
| Current liabilities | |||
| Trade and other payables | 13 | 1,296 | 1,892 |
| Salaries and social security liabilities | 2 | 2 | |
| Borrowings | 14 | 20,468 | 8,795 |
| Derivative financial instruments | 11 | 78 | - |
| Provisions | 16 | 6 | 8 |
| Lease liabilities | 1 | - | |
| Total current liabilities | 21,851 | 10,697 | |
| TOTAL LIABILITIES | 30,597 | 26,721 | |
| TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES | 65,645 | 67,967 |
The accompanying notes are an integral part of these Financial Statements.
| ..<br><br><br>Saúl<br>Zang<br><br><br>Vice<br>President I<br><br><br>acting<br>as President |
|---|
1
IRSA Inversiones y Representaciones Sociedad Anónima
Unaudited Condensed Interim Separate Statements of Income and Other Comprehensive Income
for the six and three-month periods ended December 31, 2019 and 2018
(All amounts in millions, except otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
| Six month | Three month | ||||
|---|---|---|---|---|---|
| Note | 12.31.19 | 12.31.18 | 12.31.19 | 12.31.18 | |
| Revenues | 17 | 1,302 | 282 | 907 | 259 |
| Costs | 18 | (1,009) | (35) | (803) | (19) |
| Gross profit | 293 | 247 | 104 | 240 | |
| Net gain from fair value adjustment of investment<br>properties | 7 | 1,586 | 596 | (1,101) | (3,242) |
| General and administrative expenses | 18 | (240) | (394) | (135) | (288) |
| Selling expenses | 18 | (79) | (35) | (33) | 4 |
| Other operating results, net | 19 | (452) | (1,123) | (436) | (1,116) |
| Profit / (Loss) from operations | 1,108 | (709) | (1,601) | (4,402) | |
| Share of profit / (loss) of subsidiaries, associates and joint<br>ventures | 6 | 150 | (7,815) | (5,843) | (17,134) |
| Profit / (loss) before financial results and income<br>tax | 1,258 | (8,524) | (7,444) | (21,536) | |
| Finance income | 20 | 26 | 6 | 8 | (6) |
| Finance costs | 20 | (1,538) | (967) | (778) | (513) |
| Other financial results | 20 | (1,356) | (254) | 1,522 | 3,976 |
| Inflation adjustment | 20 | 187 | (247) | 604 | (295) |
| Financial results, net | (2,681) | (1,462) | 1,356 | 3,162 | |
| Loss before income tax | (1,423) | (9,986) | (6,088) | (18,374) | |
| Income tax | 15 | (619) | 1,078 | 681 | 443 |
| Loss for the period | (2,042) | (8,908) | (5,407) | (17,931) | |
| Other comprehensive income: | |||||
| Items that may be reclassified subsequently to profit or<br>loss: | |||||
| Share of other comprehensive loss of subsidiaries, associates and<br>joint ventures | (143) | (48) | (78) | 26 | |
| Currency translation adjustment of subsidiaries, associates and<br>joint ventures | (2,338) | (241) | (1,630) | (5,081) | |
| Total other comprehensive loss for the period (i) | 6 | (2,481) | (289) | (1,708) | (5,055) |
| Total comprehensive loss for the period | (4,523) | (9,197) | (7,115) | (22,986) | |
| Loss per share for the period: | |||||
| Basic | (3.55) | (15.49) | (9.40) | (31.18) | |
| Diluted | (3.55) | (15.49) | (9.40) | (31.18) |
(i) Components of other comprehensive income have no impact on income tax.
The accompanying notes are an integral part of these Financial Statements.
| .<br><br><br>Saúl Zang<br><br><br>Vice President I<br><br><br>acting as President |
|---|
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IRSA Inversiones y Representaciones Sociedad Anónima
Unaudited Condensed Interim Separate Statements of Changes in Shareholders’ Equity
for the six-month period ended December 31, 2019
(All amounts in millions, except 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 Shares<br>(1) | Share premium | Additional Paid-in capital from Treasury Shares | Legal reserve | CNV 609/12 Resolution reserve | Other reserves (2) | Retained earnings | Total Shareholders’ equity | |
|---|---|---|---|---|---|---|---|---|---|---|
| Balance as of June 30, 2019 | 576 | 3 | 11,844 | 12,800 | 69 | 427 | 8,279 | 60,467 | (53,219) | 41,246 |
| Adjustments of previous periods (IFRS 16 and IAS 28) | - | - | - | - | - | - | - | - | (1,022) | (1,022) |
| Balance as of June 30, 2019 (recast) | 576 | 3 | 11,844 | 12,800 | 69 | 427 | 8,279 | 60,467 | (54,241) | 40,224 |
| Loss for the period | - | - | - | - | - | - | - | - | (2,042) | (2,042) |
| Other comprehensive loss for the period | - | - | - | - | - | - | - | (2,481) | - | (2,481) |
| Shareholders’ meeting held as of 10.30.19 | - | - | - | - | - | - | - | (53,219) | 53,219 | - |
| Dividend distribution in shares | - | - | - | - | - | - | - | (519) | - | (519) |
| Changes in non-controlling interest | - | - | - | - | - | - | - | (153) | - | (153) |
| Other changes in the subsidiaries` equity | - | - | - | - | - | - | - | - | 19 | 19 |
| Balance as of December 31, 2019 | 576 | 3 | 11,844 | 12,800 | 69 | 427 | 8,279 | 4,095 | (3,045) | 35,048 |
(1)
Includes Ps. 1 of inflation adjustment of treasury shares. See Note 16 of Consolidated Financial Statements as of June 30, 2019.
(2)
The composition of Other reserves of the Company as of December 31, 2019 is as follows:
| Cost of Treasury shares | Changes in non-controlling interest | Reserve for share-based payments | Reserve for future dividends | Currency translation adjustment reserve | Special reserve | Other reserves of subsidiaries | Total Other reserves | |
|---|---|---|---|---|---|---|---|---|
| Balance as of June 30, 2019 | (145) | (4,087) | 182 | 1,490 | 233 | 62,889 | (95) | 60,467 |
| Other comprehensive loss for the period | - | - | - | - | (2,338) | - | (143) | (2,481) |
| Reserve for share-based payments | 5 | - | (5) | - | - | - | - | - |
| Shareholders’ meeting held as of 10.30.19 | - | - | - | - | - | (53,219) | - | (53,219) |
| Dividend distribution in shares | - | - | - | - | - | (519) | - | (519) |
| Changes in non-controlling interest | - | (153) | - | - | - | - | - | (153) |
| Balance as of December 31, 2019 | (140) | (4,240) | 177 | 1,490 | (2,105) | 9,151 | (238) | 4,095 |
The accompanying notes are an integral part of these Financial Statements.
| .<br><br><br>Saúl<br>Zang<br><br><br>Vice President I<br><br><br><br><br><br>acting as<br>President |
|---|
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IRSA Inversiones y Representaciones Sociedad Anónima
Unaudited Condensed Interim Separate Statements of Changes in Shareholders’ Equity
for the six-month period ended December 31, 2018
(All amounts in millions, except 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 Shares<br>(1) | Share premium | Additional Paid-in capital from Treasury Shares | Legal reserve | CNV 609/12 Resolution reserve | Other reserves (2) | Retained earnings | Total Shareholders’ equity | |
|---|---|---|---|---|---|---|---|---|---|---|
| Balance as of June 30, 2018 | 575 | 3 | 11,845 | 12,800 | 69 | 427 | 8,280 | 3,745 | 38,949 | 76,693 |
| Adjustments of previous periods (IFRS 9 and 15) | - | - | - | - | - | - | - | - | (270) | (270) |
| Balance as of June 30, 2018 (recast) | 575 | 3 | 11,845 | 12,800 | 69 | 427 | 8,280 | 3,745 | 38,679 | 76,423 |
| Loss for the period | - | - | - | - | - | - | - | - | (8,908) | (8,908) |
| Other comprehensive loss for the period | - | - | - | - | - | - | - | (289) | - | (289) |
| Shareholders’ meeting held as of 10.29.18 | - | - | - | - | - | - | - | 57,616 | (57,616) | - |
| Dividend distribution in shares | - | - | - | - | - | - | - | - | (2,297) | (2,297) |
| Changes in non-controlling interest | - | - | - | - | - | - | - | (150) | - | (150) |
| Balance as of December 31, 2018 | 575 | 3 | 11,845 | 12,800 | 69 | 427 | 8,280 | 60,922 | (30,142) | 64,779 |
(1)
Includes Ps. 1 of inflation adjustment of treasury shares. See Note 16 of Consolidated Financial Statements as of June 30, 2019.
(2)
The composition of Other reserves of the Company as of December 31, 2018 is as follows:
| Cost of Treasury shares | Changes in non-controlling interest | Reserve for share-based payments | Reserve for future dividends | Currency translation adjustment reserve | Special reserve | Other reserves of subsidiaries | Total Other reserves | |
|---|---|---|---|---|---|---|---|---|
| Balance as of June 30, 2018 | (161) | (4,014) | 198 | 1,489 | 954 | 5,273 | 6 | 3,745 |
| Other comprehensive loss for the period | - | - | - | - | (241) | - | (48) | (289) |
| Reserve for share-based payments | 2 | - | (2) | - | - | - | - | - |
| Shareholders’ meeting held as of 10.29.18 | - | - | - | - | - | 57,616 | - | 57,616 |
| Changes in non-controlling interest | - | (150) | - | - | - | - | - | (150) |
| Balance as of December 31, 2018 | (159) | (4,164) | 196 | 1,489 | 713 | 62,889 | (42) | 60,922 |
The accompanying notes are an integral part of these Financial Statements.
| .<br><br><br>Saúl<br>Zang<br><br><br>Vice President I<br><br><br><br><br><br>acting as<br>President |
|---|
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IRSA Inversiones y Representaciones Sociedad Anónima
Unaudited Condensed Interim Separate Statements of Cash Flows
for the six-month period ended December 31, 2019 and 2018
(All amounts in millions, except otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
| Note | 12.31.19 | 12.31.18 | |
|---|---|---|---|
| Operating activities | |||
| Loss for the period | (2,042) | (8,908) | |
| Adjustments: | |||
| Income tax | 15 | 619 | (1,078) |
| Amortization and depreciation | 18 | 3 | 3 |
| Gain from disposal of trading properties | (297) | (230) | |
| Financial results, net | 3,418 | 1,341 | |
| Increase in trading properties | 9 | (672) | - |
| Net gain from fair value adjustment of investment<br>properties | 7 | (1,586) | (596) |
| Share of profit of subsidiaries, associates and joint<br>ventures | 6 | (150) | 7,815 |
| Gain from disposal of subsidiaries | 443 | 1,089 | |
| Result for derivative financial instruments | 64 | - | |
| Provisions and allowances | (29) | 34 | |
| Decrease in trade and other receivables | 35 | 307 | |
| Increase in trade and other payables | 823 | 2,798 | |
| Net cash flow generated from operating activities | 629 | 2,575 | |
| Investing activities | |||
| Capital contributions to subsidiaries, associates and joint<br>ventures | 6 | (1,573) | (295) |
| Additions to investment properties | - | (40) | |
| Issuance of capital | (77) | - | |
| Acquisition of intangible assets | 10 | (1) | (3) |
| Increase of investments in financial assets | (5,787) | (264) | |
| Proceeds from sale of investments in financial assets | 6,319 | 273 | |
| Increase in loans granted to subsidiaries, associates and joint<br>ventures | (96) | (5) | |
| Payments for derivative financial instruments | (24) | - | |
| Proceeds from borrowings granted to subsidiaries, associates and<br>joint ventures | - | 123 | |
| Dividends received of subsidiaries | 522 | 765 | |
| Net cash flow (used in) / generated from investing<br>activities | (717) | 554 | |
| Financing activities | |||
| Short-term loans obtained, net | 1,168 | (1,192) | |
| Payment of loans | (384) | (358) | |
| Interests paid | (1,294) | (1,199) | |
| Loans obtained from subsidiaries, associates and joint<br>ventures | 2,081 | 183 | |
| Payment of loans from subsidiaries, associates and joint<br>ventures | (579) | (2) | |
| Repayment of principal of NCN | (9,105) | - | |
| Issuance of NCN | 6,943 | - | |
| Repurchase of non-convertible notes | - | (71) | |
| Net cash flow used in financing activities | (1,170) | (2,639) | |
| (Decrease) / Increase in cash and cash equivalents,<br>net | (1,258) | 490 | |
| Cash and cash equivalents at the beginning of the<br>period | 11 | 44 | 31 |
| Foreign exchange gain of cash and changes in fair value of cash<br>equivalents | 1,278 | (2) | |
| Cash and cash equivalents at the end of the period | 11 | 64 | 519 |
| Additional<br>information | |||
| Currency translation adjustment | (2,338) | (241) | |
| Share of other comprehensive loss of subsidiaries | (143) | (48) | |
| Changes in non-controlling interest | (153) | (150) | |
| Increase of investment properties through a decrease in trade and<br>other receivables | - | 267 | |
| Increase in borrowings through an increase in investment<br>properties | - | 6 | |
| Increase in borrowings through an increase in trading<br>properties | 64 | 43 | |
| Increase in borrowings of subsidiaries, associates and joint<br>ventures through a decrease in trade and other<br>receivables | 6 | - | |
| Increase in trading properties through a decrease in investment<br>properties | - | 1,867 | |
| Dividends paid through a decrease in investments in subsidiaries,<br>associates and joint ventures | 519 | 2,297 | |
| Issuance of NCN | 19 | - |
The accompanying notes are an integral part of these Financial Statements.
| .<br><br><br>Saúl<br>Zang<br><br><br>Vice President<br>I<br><br><br>acting as<br>President |
|---|
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IRSA Inversiones y Representaciones Sociedad Anónima
Notes to the Unaudited Condensed Interim Consolidated Separate Financial Statements
(All amounts in millions, except otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
1.
General information and company’s business
IRSA Inversiones y Representaciones Sociedad Anónima (“IRSA” or “The Company”) was founded in 1943, it is primarily engaged in managing real estate holdings in Argentina since 1991.
IRSA is a corporation incorporated and domiciled in Argentina. The registered office is Bolívar 108, 1st. Floor, Buenos Aires, Argentina.
The Company owns, manages and develops, directly and indirectly through its subsidiaries, a portfolio of office and other rental properties in Buenos Aires. In addition, IRSA through its subsidiaries, associates and joint ventures manages and develops shopping malls and branded hotels across Argentina, and also office properties in the United States and in numerous markets and industry sectors in Israel, such as real estate, supermarkets, insurance, telecommunications, etc.
These Unaudited Condensed Interim Separate Financial Statements have been approved for issue by the Board of Directors on February 10, 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 IFRS, issued by the IASB, for certain companies included in the public offering regime of Law No. 26,831, either because of its share capital or its non-convertible notes, or that have requested authorization to be included in the aforementioned regime.
For the preparation of these Unaudited Condensed Interim Separate Financial Statements, the Company has made use of the option provided by IAS 34, and has prepared them in a condensed form. Therefore, these financial statements do not include all the information required in a complete set of annual financial statements and, consequently, it is recommended that they be read together with the annual financial statements as of June 30, 2019.
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 for 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 a high inflation one, 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 to or exceeds 100%. Accumulated inflation in Argentina in three years has been over 100%. For this reason, in accordance with IAS 29, the Argentine economy must be considered as a high inflation economy starting July 1, 2018.
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IRSA Inversiones y Representaciones Sociedad Anónima
Regarding the inflation index to be used and in accordance with FACPCE Resolution No. 539/18, it will be determined based on the Wholesale Price Index (IPIM) until 2016, considering the average variation of Consumer Price indices (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) will be considered. The table below shows the evolution of this index during the period ended December 31, 2019, according to official statistics (INDEC) and following the guidelines described in Resolution 539/18:
| Price<br>variation: | Quarter ended on 30.09.2019 | Quarter ended on 31.12.2019 | 31.12.2019<br>(six month accumulated |
|---|---|---|---|
| 13% | 12% | 25% |
As a consequence of the aforementioned, these Unaudited Consolidated Financial Statements as of December 31, 2019 were restated in accordance with IAS 29.
2.2. Significant accounting policies
The accounting policies adopted in the preparation of these Unaudited Condensed Interim Separate Financial Statements are consistent with those applied in the Annual Financial Statements as of June 30, 2019. The main accounting policies are described in Note 2 of those Annual Financial Statements.
As described in Note 2.2 to the Annual Financial Statements, the Company 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 and comparative figures were not restated.
The following were the main changes:
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 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 carrying amount 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.
2.3.
Comparability of information
The amounts as of June 30, 2019 and December 31, 2018, which are disclosed for comparative purposes, arise from the financial statements at said dates restated in accordance with IAS 29 (Note 2.1). Certain figures have been reclassified for comparison purposes in these financial statements.
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IRSA Inversiones y Representaciones Sociedad Anónima
2.4.
Use of estimates
The preparation of Financial Statements at a certain date requires Management to make estimates and evaluations affecting the amount of assets and liabilities recorded and contingent assets and liabilities disclosed at such date, as well as income and expenses recorded during the period. Actual results might differ from the estimates and evaluations made at the date of preparation of these Unaudited Condensed Interim Separate Financial Statements. In the preparation of these Unaudited Condensed Interim Separate Financial Statements, the main significant judgments made by Management in applying the Company’s accounting policies and the major sources of uncertainty were the same that the Company used in the preparation of the Separate Financial Statements for the fiscal year ended June 30, 2019, described in Note 3 to those financial statements.
3.
Seasonal effects on operations
See Note 3 to the Unaudited Condensed Interim Consolidated Financial Statements.
4.
Acquisitions and disposals
Significant acquisitions and disposals of the Company and/or its subsidiaries for the six-month period ended December 31, 2019 are detailed in Note 4 to the Unaudited Condensed Interim Consolidated Financial Statements.
5.
Financial risk management and fair value estimates
These Unaudited Condensed Interim 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 has been no changes in the risk management or risk management policies applied by the Company since the end of the annual fiscal year.
There have been no changes in management or in the risk management policies applied by the Company as of December 31, 2019. See notes to the consolidated condensed interim financial statements. Furthermore, there have been no transfers between the different hierarchies used to assess the fair value of the Company’s financial instruments.
6.
Information about the main subsidiaries, associates and joint ventures
The Company conducts its business through several operating and holding subsidiaries, associates and joint ventures. Its main subsidiaries include IRSA CP and Tyrus. The main associates include BHSA and New Lipstick. Its main joint ventures include Cyrsa S.A. and Puerto Retiro S.A.
As stated in Note 1 to these consolidated condensed interim financial statements, the Company indirectly participates through Tyrus in IDBD and DIC. Those 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 December 31, 2019, 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 NIS 588 as of December 31, 2019 (Ps. 9,737 millions).
Detailed below is the evolution of investments in subsidiaries, associates and joint ventures of the Company, for the six-month period ended December 31, 2019 and for the year ended June 30, 2019:
| 12.31.19 | 06.30.19 | |
|---|---|---|
| Beginning of period / year | 50,023 | 82,202 |
| Adjustments of previous periods (IFRS 16 and IAS 28) | (1,022) | - |
| Share of profit / (loss) | 150 | (27,958) |
| Other comprehensive loss | (2,481) | (825) |
| Capital contributions (Note 21) | 1,650 | 853 |
| Changes in non-controlling interest | (153) | (72) |
| Dividends | (522) | (969) |
| Sale of subsidiaries, associates and joint ventures | (923) | (3,243) |
| Other changes in the equity of subsidiaries | 19 | 35 |
| End of the period / year | 46,741 | 50,023 |
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IRSA Inversiones y Representaciones Sociedad Anónima
| Name of the entity | % ownership interest | Company´s interest in equity | Company’s interest in comprehensive income | |||
|---|---|---|---|---|---|---|
| 12.31.19 | 06.30.19 | 12.31.19 | 06.30.19 | 12.31.19 | 12.31.18 | |
| Subsidiaries | ||||||
| IRSA CP | 79.27% | 81.13% | 37,587 | 38,966 | 109 | (5,760) |
| Tyrus | 100.00% | 100.00% | 1,661 | 3,150 | (1,899) | (2,222) |
| Efanur | 100.00% | 100.00% | 1,860 | 1,669 | 191 | 43 |
| Ritelco S.A. | 100.00% | 100.00% | 1,478 | 1,519 | (39) | 11 |
| Inversora Bolívar S.A. | 95.13% | 95.13% | 779 | 986 | (208) | (229) |
| ECLSA | 96.74% | 96.74% | 783 | 956 | (208) | (40) |
| Palermo Invest S.A. | 97.00% | 97.00% | 192 | 394 | (201) | (81) |
| NFSA | 76.34% | 76.34% | 389 | 370 | 19 | 72 |
| Llao Llao Resort S.A. | 50.00% | 50.00% | 310 | 315 | (4) | - |
| HASA | 100.00% | 100.00% | 275 | 265 | 11 | 45 |
| Liveck S.A. | 9.76% | 10.01% | 51 | 35 | (1) | - |
| Associates | ||||||
| BHSA (1) (2) | 4.93% | 4.93% | 464 | 627 | (164) | 29 |
| Manibil S.A. | 49.00% | 49.00% | 469 | 391 | 1 | (23) |
| BACS (2) | 33.36% | 33.36% | 247 | 254 | (7) | (22) |
| Joint<br>ventures | ||||||
| UTE IRSA - Galerías Pacífico S.A. | 50.00% | 50.00% | 160 | 92 | 68 | 75 |
| Cyrsa S.A. | 50.00% | 50.00% | 36 | 34 | 1 | (2) |
| Total subsidiaries, associates and joint ventures | 46,741 | 50,023 | (2,331) | (8,104) | ||
| Name of the entity | Location of business / Country of incorporation | Main activity | Common shares 1 vote | Latest financial statements issued | ||
| --- | --- | --- | --- | --- | --- | --- |
| Share capital (nominal value) | Profit / (loss) for the period | Shareholders’ equity | ||||
| Subsidiaries | ||||||
| IRSA CP | Argentina | Real estate | 99,894,541 | 126 | (382) | 47,282 |
| Tyrus | Uruguay | Investment | 16,025,861,475 | 7,480 | 767 | 1,663 |
| Efanur | Uruguay | Investment | 132,181,770 | 130 | 9 | 1,860 |
| Ritelco S.A. | Uruguay | Investment | 94,369,151 | 94 | (39) | 1,478 |
| Inversora Bolívar S.A. | Argentina | Investment | 88,421,639 | 94 | (218) | 819 |
| ECLSA | Argentina | Investment | 77,316,127 | 80 | (213) | 808 |
| Palermo Invest S.A. | Argentina | Investment | 155,953,673 | 161 | (207) | 527 |
| NFSA | Argentina | Hotel | 38,068,999 | 50 | 18 | 648 |
| Llao Llao Resort S.A. | Argentina | Hotel | 73,580,206 | 147 | (7) | 620 |
| HASA | Argentina | Hotel | 25,625,473 | 26 | 11 | 271 |
| Liveck S.A. | Uruguay | Investment | 40,243,406 | 413 | (23) | 337 |
| Associates | ||||||
| BHSA (1) (2) | Argentina | Financial | 73,939,835 | 1,500 | (3,321) | 9,407 |
| Manibil S.A. | Argentina | Real estate | 151,872,872 | 444 | 1 | 957 |
| BACS (2) | Argentina | Financial | 29,297,626 | 88 | (21) | 741 |
| Joint<br>ventures | ||||||
| UTE IRSA - Galerías Pacífico S.A. | Argentina | Hotel | 500,000 | 1 | 135 | 318 |
| Cyrsa S.A. | Argentina | Real estate | 8,748,270 | 17 | 2 | 72 |
(1)
Considered significant. See Notes 7 to 8 to the Annual Consolidated Financial Statements.
(2)
Information as of December 31, 2019 according to BCRA's standards. For the purpose of the valuation of the investments in the Company preliminary, figures as of December 31, 2019 have been considered, with the necessary IFRS adjustments. Share market price of Banco Hipotecario S.A as of December 31, 2019 amounts to Ps. 14.10. See Note 8 to the Consolidated Financial Statements as of June 30, 2019.
7.
Investment properties
Changes in the Company’s investment properties for the six-month period ended December 31, 2019 and for the year ended June 30, 2019 were as follows:
| Period ended December 31, 2019 | Year ended June 30, 2019 | |||
|---|---|---|---|---|
| Rental properties | Undeveloped parcels of land | Total | Total | |
| Fair value at the beginning of the period / year | 1,949 | 11,150 | 13,099 | 15,653 |
| Additions | - | - | - | 198 |
| Capitalized finance costs | - | - | - | 5 |
| Disposals | - | - | - | (8) |
| Transfers to trading properties | - | - | - | (1,663) |
| Net gain from fair value adjustment | 236 | 1,350 | 1,586 | (1,086) |
| Fair value at the end of the period / year | 2,185 | 12,500 | 14,685 | 13,099 |
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IRSA Inversiones y Representaciones Sociedad Anónima
The following amounts have been recognized in the Statements of Comprehensive Income:
| 12.31.19 | 12.31.18 | |
|---|---|---|
| Sale, rental and services´ income (Note 17) | 28 | 52 |
| Rental and services´ costs (Note18) | 8 | 9 |
| Cost of sales and developments (Note18) | 16 | 18 |
| Net unrealized gain from fair value adjustment of investment<br>properties | 1,586 | 596 |
Valuation techniques are described in Note 9 to the Consolidated Financial Statements as of June 30, 2019. There were no changes to the valuation techniques.
8.
Property, plant and equipmentoy
Changes in the Company’s property, plant and equipment for the six-month period ended December 31, 2019 and for the year ended June 30, 2019 were as follows:
| Period ended December 31, 2019 | Year ended June 30, 2019 | |||||
|---|---|---|---|---|---|---|
| Buildings and facilities | Furniture and fixtures | Machinery and equipment | Vehicles | Total | Total | |
| Costs | 164 | 46 | 157 | 4 | 371 | 367 |
| Accumulated depreciation | (150) | (45) | (152) | (4) | (351) | (342) |
| Net book amount at the beginning of the period / year | 14 | 1 | 5 | - | 20 | 25 |
| Additions | - | - | - | - | - | 4 |
| Depreciation (Note 18) | (3) | - | - | - | (3) | (9) |
| Balances at the end of the period / year | 11 | 1 | 5 | - | 17 | 20 |
| Costs | 164 | 46 | 157 | 4 | 371 | 371 |
| Accumulated depreciation | (153) | (45) | (152) | (4) | (354) | (351) |
| Net book amount at the end of the period / year | 11 | 1 | 5 | - | 17 | 20 |
9.
Trading properties
Changes in the Company’s trading properties for the six-month period ended December 31, 2019 and for the year ended June 30, 2019 were as follows:
| Period ended December 31, 2019 | Year ended June 30, 2019 | ||||
|---|---|---|---|---|---|
| Completed properties | Undevelopedproperties | Properties under development | Total | Total | |
| Beginning of the period / year | 64 | 473 | 2,193 | 2,730 | 2,031 |
| Additions | 24 | - | 777 | 801 | 1,711 |
| Capitalized finance costs | - | - | 64 | 64 | 117 |
| Transfers to / from investment properties | - | - | - | - | 1,663 |
| Disposals (Nota 18) | (24) | - | (953) | (977) | (2,792) |
| End of the period / year | 64 | 473 | 2,081 | 2,618 | 2,730 |
| Non-current | 411 | 464 | |||
| Current | 2,207 | 2,266 | |||
| Total | 2,618 | 2,730 |
10.
Intangible assets
Changes in Company’s intangible assets for the six-month period ended December 31, 2019 and for the year ended June 30, 2019 were as follows:
| Period ended December 31, 2019 | Year ended June 30, 2019 | ||||
|---|---|---|---|---|---|
| Computer software | Future units to be received from barters | Total | Total | ||
| Costs | 28 | 49 | 77 | 72 | |
| Accumulated amortization | (13) | - | (13) | (13) | |
| Net book amount at the beginning of the period / year | 15 | 49 | 64 | 59 | |
| Additions | 1 | - | 1 | 4 | |
| Balances at the end of the period / year | 16 | 49 | 65 | 63 | |
| Costs | 30 | 49 | 79 | 77 | |
| Accumulated amortization | (16) | - | (16) | (13) | |
| Net book amount at the end of the period / year | 14 | 49 | 63 | 64 |
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IRSA Inversiones y Representaciones Sociedad Anónima
11.
Financial instruments by category
This note presents financial assets and financial liabilities by category of financial instrument and a reconciliation to the corresponding line item in the 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 see Note 13 to the Consolidated Financial Statements as of June 30, 2019.
Financial assets and financial liabilities as of December 31, 2019 and June 30, 2019 are as follows:
| Financial assets at amortized cost (i) | Financial assets at fair value through profit or loss | Subtotal financial assets | Non-financial assets | Total | ||
|---|---|---|---|---|---|---|
| Level 1 | Level 2 | |||||
| December 31, 2019 | ||||||
| Assets as per Statement of Financial Position | ||||||
| Trade and other receivables (excluding the allowance for doubtful<br>accounts and other receivables) (Note 12) | 929 | - | - | 929 | 488 | 1,417 |
| Investments in financial assets: | ||||||
| - Mutual funds (ii) | - | 6 | - | 6 | - | 6 |
| Derivative financial instruments: | ||||||
| - Options | - | - | 40 | 40 | - | 40 |
| Cash and cash equivalents: | ||||||
| - Cash at bank and on hand | 63 | - | - | 63 | - | 63 |
| - Short-term investments | - | 1 | - | 1 | - | 1 |
| Total | 992 | 7 | 40 | 1,039 | 488 | 1,527 |
| Financial liabilities at amortized cost (i) | Financial liabilities at fair value through profit or<br>loss | Subtotal financial liabilities | Non-financial liabilities | Total | ||
| --- | --- | --- | --- | --- | --- | |
| Level 1 | ||||||
| December 31, 2019 | ||||||
| Liabilities as per Statement of Financial Position | ||||||
| Trade and other payables (Note 13) | 543 | - | 543 | 758 | 1,301 | |
| Derivative financial instruments: | ||||||
| - Options | - | 78 | 78 | - | 78 | |
| Borrowings (Note 14) | 22,785 | - | 22,785 | - | 22,785 | |
| Total | 23,328 | 78 | 23,406 | 758 | 24,164 | |
| Financial assets at amortized cost (i) | Financial assets at fair value through profit or loss | Subtotal financial assets | Non-financial assets | Total | ||
| --- | --- | --- | --- | --- | --- | --- |
| Level 1 | Level 2 | |||||
| June 30, 2019 | ||||||
| Assets as per Statement of Financial Position | ||||||
| Trade and other receivables (excluding the allowance for doubtful<br>accounts and other receivables) (Note 12) | 813 | - | - | 813 | 586 | 1,399 |
| - Mutual funds (ii) | - | 445 | - | 445 | - | 445 |
| Cash and cash equivalents: | ||||||
| - Cash at bank and on hand | 44 | - | - | 44 | - | 44 |
| Total | 857 | 445 | - | 1,302 | 586 | 1,888 |
| Financial liabilities at amortized cost (i) | Financial liabilities at fair value through profit or<br>loss | Subtotal financial liabilities | Non-financial liabilities | Total | ||
| --- | --- | --- | --- | --- | --- | |
| Level 1 | ||||||
| June 30, 2019 | ||||||
| Liabilities as per Statement of Financial Position | ||||||
| Trade and other payables (Note 13) | 612 | - | 612 | 1,340 | 1,952 | |
| Borrowings (excluding finance leases) (Note 14) | 18,815 | - | 18,815 | - | 18,815 | |
| Total | 19,427 | - | 19,427 | 1,340 | 20,767 |
(i)
The fair value of financial assets and liabilities at amortized cost does not differ significantly from their book value, except for borrowings (Note 14). 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.
(ii)
See description of the reperfilation of public debt instruments in Note 33 to the consolidated financial statements.
As of December 31, 2019, there have been no changes to the economic or business circumstances affecting the fair value of the financial assets and liabilities of the Company.
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IRSA Inversiones y Representaciones Sociedad Anónima
12. Trade and other receivables
Company’s trade and other receivables, as of December 31, 2019 and June 30, 2019 are comprised as follows:
| 12.31.19 | 06.30.19 | |
|---|---|---|
| Receivables from the sale of properties | 117 | 88 |
| Leases and services receivables | 84 | 92 |
| Less: Allowance for doubtful accounts | (10) | (31) |
| Total trade receivables | 191 | 149 |
| Borrowings granted, deposits and others | 713 | 614 |
| Advance payments | 265 | 384 |
| Tax credits | 199 | 123 |
| Prepaid expenses | 19 | 74 |
| Long-term incentive plan | 15 | 19 |
| Others | 5 | 5 |
| Total other receivables | 1,216 | 1,219 |
| Total trade and other receivables | 1,407 | 1,368 |
| Non-current | 158 | 102 |
| Current | 1,249 | 1,266 |
| Total | 1,407 | 1,368 |
Movements on the Company’s allowance for doubtful accounts are as follows:
| 12.31.19 | 06.30.19 | |
|---|---|---|
| Beginning of period /year | (31) | (14) |
| Additions | (3) | (40) |
| Disposals / Recoveries | 18 | 8 |
| Inflation adjustment | 6 | 15 |
| End of the period / year | (10) | (31) |
The creation and release of the allowance for doubtful accounts have been included in “Selling expenses” in the Statements of Income (Note 18). Amounts charged to the allowance for doubtful accounts are generally written off, when there is no expectation of recovery.
13. Trade and other payables
Company’s trade and other payables as of December 31, 2019 and June 30, 2019 were as follows:
| 12.31.19 | 06.30.19 | |
|---|---|---|
| Customers´ advances | 709 | 1,316 |
| Trade payables | 439 | 437 |
| Accrued invoices | 57 | 116 |
| Tenant deposits | 1 | 1 |
| Total trade payables | 1,206 | 1,870 |
| Director´s fees | 34 | 43 |
| Long-term incentive plan | 13 | 16 |
| Tax amnesty plans | 2 | 3 |
| Other tax payables | 46 | 20 |
| Total other payables | 95 | 82 |
| Total trade and other payables | 1,301 | 1,952 |
| Non-current | 5 | 60 |
| Current | 1,296 | 1,892 |
| Total | 1,301 | 1,952 |
14. Borrowings
Company’s borrowings as of December 31, 2019 and June 30, 2019 are comprised as follows:
| Book value as of 12.31.19 | Book value as of 06.30.19 | Fair value as of 12.31.19 | Fair value as of 06.30.19 | |
|---|---|---|---|---|
| Non-convertible notes | 14,875 | 14,722 | 13,286 | 14,896 |
| Bank loans | 1,669 | 1,712 | 1,595 | 1,712 |
| Related parties (Note 21) | 5,061 | 2,301 | 4,554 | 2,315 |
| Bank overdrafts | 1,180 | 79 | 1,180 | 79 |
| Finance leases | - | 1 | - | 1 |
| Total borrowings | 22,785 | 18,815 | 20,615 | 19,003 |
| Non-current | 2,317 | 10,020 | ||
| Current | 20,468 | 8,795 | ||
| Total | 22,785 | 18,815 |
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IRSA Inversiones y Representaciones Sociedad Anónima
15. Current and deferred income tax
The charge for the Company’s income tax is comprised as follows:
| 12.31.19 | 12.31.18 | |
|---|---|---|
| Deferred income tax | (486) | 1,078 |
| Income MPIT | (133) | - |
| Income tax | (619) | 1,078 |
Below is a reconciliation between income tax recognized and the amount which would arise from applying the prevailing tax rate on profit before income tax for the six-month periods ended December 31, 2019 and 2018:
| 12.31.19 | 12.31.18 | |
|---|---|---|
| Net<br>income at tax rate (i) | 427 | 2,994 |
| Permanent differences: | ||
| Share of profit / (loss) of subsidiaries, associates and joint<br>ventures | 27 | (2,629) |
| Income tax rate differential | (86) | (38) |
| Difference between provision and tax return | 27 | (249) |
| Tax loss carryfowards´ allowance | (1,103) | - |
| Inflation adjustment for tax purposes | (1,290) | - |
| Inflation adjustment | 1,520 | 1,000 |
| Non deductible expenses and others | (8) | - |
| Income tax - (Loss) / Gain | (486) | 1,078 |
| Forecast Income MPIT | (133) | - |
| Income tax - (Loss) / Gain | (619) | 1,078 |
(i) Income tax rate in effect in Argentina as of December 31, 2019 and 2018 is 30%.
The gross movement on the deferred income tax account is the following:
| 12.31.19 | 06.30.19 | |
|---|---|---|
| Beginning of the period / year | (5,898) | (4,167) |
| Income tax charge | (486) | (1,731) |
| End of the period / year | (6,384) | (5,898) |
Law No. 27,541 of social solidarity and productive revival in the framework of Argentine public emergency, published on December 23, 2019 introduced some modifications to different taxes and the creation of the tax for an Inclusive and Solidarity Argentina (PAIS).
The main modifications affecting the Group in relation to income tax are the following:
●
In the first and second fiscal year beginning after January 1, 2019, the gain or loss from tax inflation adjustment will be charged one-sixth in the determination exercise and the remaining five-sixths in the following fiscal periods;
●
Power bulled points the applicable rate to companies for the third year beginning after January 1, 2018 is increased from 25% to 30%.
16. Provisions
Company’s provisions as of December 31, 2019 and June 30, 2019 are comprised as follows:
| Period ended December 31, 2019 | Year endedJune 30, 2019 | ||
|---|---|---|---|
| Labor, legal and other claims (i) | Total | Total | |
| Beginning of period / year | 54 | 54 | 78 |
| Additions | 9 | 9 | 18 |
| Decrease | (4) | (4) | (21) |
| Utilization | (1) | (1) | (1) |
| Inflation adjustment | (12) | (12) | (20) |
| End of period / year | 46 | 46 | 54 |
| Non current | 40 | 46 | |
| Current | 6 | 8 | |
| Total | 46 | 54 |
(i)
Additions and recoveries are included in "Other operating results, net”.
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IRSA Inversiones y Representaciones Sociedad Anónima
17. Revenues
| 12.31.19 | 12.31.18 | |
|---|---|---|
| Sale of trading properties | 1,274 | 230 |
| Rental income, averaging of scheduled rental escalation and expense<br>reimbursements | 25 | 46 |
| Property management fees | 3 | 6 |
| Sales, rental and services´ income | 1,302 | 282 |
18.
Expenses by nature
The Company discloses expenses in the Statements of Income and Other Comprehensive Income by function as part of the line items “Costs”, “General and administrative expenses” and “Selling expenses”. The following table provides additional disclosure regarding expenses by nature and their relationship to the function within the Company.
| Costs (i) | General and administrative expenses | Selling expenses | 12.31.19 | 12.31.18 | |
|---|---|---|---|---|---|
| Cost of sales of trading properties (Note 9) | 977 | - | - | 977 | 3 |
| Salaries, social security costs and other personnel<br>expenses | 3 | 91 | 11 | 105 | 120 |
| Taxes, rates and contributions | 9 | - | 61 | 70 | 16 |
| Director´s fees (Note 21) | - | 63 | - | 63 | 212 |
| Fees and payments for services | 1 | 38 | 1 | 40 | 25 |
| Maintenance, security, cleaning, repairs and others | 15 | 14 | - | 29 | 14 |
| Traveling, transportation and stationery | - | 16 | - | 16 | 21 |
| Leases and service charges | 4 | 10 | 1 | 15 | 14 |
| Bank charges | - | 5 | - | 5 | 6 |
| Advertising and other selling expenses | - | - | 4 | 4 | 6 |
| Amortization and depreciation (Note 8) | - | 3 | - | 3 | 4 |
| Allowance for doubtful accounts (charge and recovery,<br>net) | - | - | - | - | 12 |
| Public services and others | - | - | 1 | 1 | 11 |
| Total expenses by nature as of 12.31.19 | 1,009 | 240 | 79 | 1,328 | - |
| Total expenses by nature as of 12.31.18 | 35 | 394 | 35 | - | 464 |
(1)
For the six-month period ended December 31, 2019, includes Ps. 8 of rental and services costs and Ps. 1,001 of costs of sales and developments, of which Ps. 8 corresponds to investment properties and Ps. 977 to properties for sale. For the six-month period ended December 31, 2018, includes Ps. 9 which correspond to rental and services costs; Ps. 18 to costs of sales and developments.
19.
Other operating results, net
| 12.31.19 | 12.31.18 | |
|---|---|---|
| Operating interest income | 4 | - |
| Donations | (17) | (20) |
| Lawsuits and other contingencies (i) | (6) | (9) |
| Others | 10 | (5) |
| Loss of sale of subsidiaries, associates and joint<br>ventures | (443) | (1,089) |
| Total other operating results, net | (452) | (1,123) |
(i)
Includes legal costs and expenses.
20.
Financial results, net
| 12.31.19 | 12.31.18 | |
|---|---|---|
| Interest income | 26 | 6 |
| Total finance income | 26 | 6 |
| Interest expense | (1,526) | (975) |
| Other finance costs | (76) | (41) |
| Subtotal finance costs | (1,602) | (1,016) |
| Capitalized finance costs | 64 | 49 |
| Total finance costs | (1,538) | (967) |
| Net exchange difference | (1,434) | (252) |
| Net gain / (loss) from changes in fair value of financial<br>assets | 143 | (2) |
| Loss from derivative financial instruments, net | (64) | - |
| Loss from repurchase of non-convertible notes | (1) | - |
| Total other financial results | (1,356) | (254) |
| Inflation adjustment | 187 | (247) |
| Total financial results, net | (2,681) | (1,462) |
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IRSA Inversiones y Representaciones Sociedad Anónima
21.
Related party transactions
The following is a summary of the balances with related parties as of December 31, 2019 and June 30, 2019:
| Item | 12.31.19 | 06.30.19 | ||
|---|---|---|---|---|
| Trade and other payables | (1,096) | (1,329) | ||
| Borrowings | (5,061) | (2,301) | ||
| Trade and other receivables | 761 | 648 | ||
| Total | (5,396) | (2,982) | ||
| Related parties | 12.31.19 | 06.30.19 | Operation description | Item |
| --- | --- | --- | --- | --- |
| Cresud | (1) | (1) | Long-term incentive plan payable | Trade and other payables |
| (48) | (35) | Corporate services payable | Trade and other payables | |
| (5) | (13) | Reimbursement of expenses payable | Trade and other payables | |
| 4 | 5 | Leases receivable | Trade and other receivables | |
| (1) | (1) | Management fee | Trade and other payables | |
| Total parent company | (51) | (45) | ||
| IRSA CP | - | (6) | Reimbursement of expenses payable | Trade and other payables |
| 1 | - | Reimbursement of expenses receivable | Trade and other receivables | |
| (709) | (963) | Advances from sale of property | Trade and other payables | |
| (3,031) | (1,348) | Non-Convertible Notes | Borrowings | |
| (1,456) | - | Loans received | Borrowings | |
| (120) | (107) | Other liabilities | Trade and other payables | |
| (87) | (72) | Corporate services payable | Trade and other payables | |
| (11) | - | Lease Collections | Trade and other payables | |
| (12) | (15) | Long-term incentive plan payable | Trade and other payables | |
| (1) | (1) | Commissions | Trade and other payables | |
| (9) | - | Leases payable | Trade and other payables | |
| Tyrus | 321 | 279 | Borrowings granted | Trade and other receivables |
| ECLSA | 226 | 145 | Borrowings granted | Trade and other receivables |
| 107 | 135 | Dividends receivable | Trade and other receivables | |
| Panamerican Mall S.A. | 1 | 1 | Long-term incentive plan receivable | Trade and other receivables |
| Efanur | (80) | (70) | Loans received | Borrowings |
| Torodur S.A. | (349) | (706) | Non-Convertible Notes | Borrowings |
| Ritelco S.A. | (23) | (20) | Loans received | Borrowings |
| NFSA | (27) | (29) | Loans received | Borrowings |
| Fibesa S.A. | 13 | 16 | Long-term incentive plan receivable | Trade and other receivables |
| Real Estate Investment Group VII LP | (22) | (19) | Loans received | Borrowings |
| Palermo Invest S.A. | 12 | 15 | Dividends receivable | Trade and other receivables |
| 13 | - | Borrowings granted | Trade and other receivables | |
| - | (14) | Loans received | Borrowings | |
| Llao Llao Resorts S.A. | 3 | 4 | Hotel services receivable | Trade and other receivables |
| 1 | 1 | Reimbursement of expenses receivable | Trade and other receivables | |
| New Lipstick | 14 | 13 | Reimbursement of expenses receivable | Trade and other receivables |
| Lipstick Management LLC | (64) | (55) | Loans received | Borrowings |
| Cyrsa S.A. | (9) | (10) | Loans received | Borrowings |
| Inversora Bolívar S.A. | 10 | 13 | Dividends receivable | Trade and other receivables |
| 22 | - | Borrowings granted | Trade and other receivables | |
| - | (30) | Loans received | Borrowings | |
| Liveck S.A. | - | 6 | Borrowings granted | Trade and other receivables |
| UTE IRSA – Galerías Pacífico S.A. | (57) | (72) | Other liabilities | Trade and other payables |
| Others subsidiaries, associates and | - | 1 | Reimbursement of expenses receivable | Trade and other receivables |
| joint ventures (1) | 1 | 1 | Long-term incentive plan receivable | Trade and other receivables |
| (1) | - | Reimbursement of expenses payable | Trade and other payables | |
| Total subsidiaries, associates and joint ventures | (5,323) | (2,907) | ||
| Directors | (34) | (43) | Fees | Trade and other payables |
| Total Directors | (34) | (43) | ||
| Consultores Asset Management S.A. | 11 | 8 | Reimbursement of expenses receivable | Trade and other receivables |
| Austral Gold Argentina S.A. | 1 | 3 | Reimbursement of expenses receivable | Trade and other receivables |
| Others subsidiaries, associates and | - | 1 | Management fee | Trade and other receivables |
| joint ventures (2) | - | 1 | Reimbursement of expenses receivable | Trade and other receivables |
| Total others | 12 | 13 | ||
| Total at the end of the period/year | (5,396) | (2,982) |
(1)
It includes BHSA, Puerto Retiro S.A., Nuevo Puerto Santa Fe S.A. and Emprendimientos Recoleta S.A.
(2)
It includes Hamonet S.A. e Isaac Elsztain e Hijos S.C.A.
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IRSA Inversiones y Representaciones Sociedad Anónima
The following is a summary of the results with related parties for the six-month period ended December 31, 2019 and 2018:
| Related parties | 12.31.19 | 12.31.18 | Operation description |
|---|---|---|---|
| Cresud | 3 | 15 | Leases and/or rights of use |
| (59) | (69) | Corporate services | |
| Total parent company | (56) | (54) | |
| IRSA CP | - | (5) | Leases and/or rights of use |
| (493) | (270) | Financial operations | |
| (34) | (45) | Corporate services | |
| ECLSA | 20 | (82) | Financial operations |
| Ritelco | (3) | (9) | Financial operations |
| Efanur | (10) | (15) | Financial operations |
| Tyrus | 41 | 111 | Financial operations |
| Panamerican Mall S.A | - | (31) | Financial operations |
| Real Estate Strategies LLC | - | 7 | Financial operations |
| Lipstick | (8) | - | Financial operations |
| REIG VII | (1) | - | Financial operations |
| Torodur | (54) | - | Financial operations |
| Palermo Invest | (3) | - | Financial operations |
| Manibil S.A. | - | 56 | Financial operations |
| Others subsidiaries, associates and joint ventures (1) | - | (14) | Financial operations |
| 4 | 4 | Fees | |
| Total subsidiaries, associates and joint ventures | (541) | (293) | |
| Directors | (63) | (220) | Fees |
| Senior Managment | (4) | (14) | Fees |
| Total Directors and Senior Managment | (67) | (234) | |
| Fundación IRSA | (13) | (13) | Donations |
| 1 | - | Leases and/or rights of use | |
| Estudio Zang, Bergel & Viñes | (3) | (3) | Fees |
| Others subsidiaries, associates and joint ventures (2) | 3 | 3 | Leases and/or rights of use |
| (5) | - | Donations | |
| Total others | (17) | (13) | |
| Total at the end of the period | (681) | (594) |
(1)
It includes Inversora Bolívar S.A., Cyrsa S.A., BACS, Palermo Invest S.A., y Liveck S.A
(2)
Austral Gold Argentina S.A., Hamonet S.A., UTE IRSA – Galerías Pacífico S.A. e Isaac Elsztain e Hijos S.C.A.
The following is a summary of the transactions with related parties without impact in results for the six-month period ended December 31, 2019 and 2018:
| Related parties | 12.31.19 | 12.31.18 | Operation description |
|---|---|---|---|
| IRSA CP | 522 | 765 | Dividends received |
| IRSA CP | (178) | - | Dividends distribution |
| Cresud | (322) | (1,448) | Dividends distribution |
| Helmir S.A. | (20) | (9) | Dividends distribution |
| Total distribution | 2 | (692) | |
| Tyrus | (1,557) | (284) | Irrevocable contributions granted |
| Inversora Bolivar S.A. | - | (8) | Irrevocable contributions granted |
| Efanur | - | (3) | Irrevocable contributions granted |
| Manibil S.A. | (77) | - | Irrevocable contributions granted |
| Liveck | (16) | - | Irrevocable contributions granted |
| Total contributions to subsidiaries | (1,650) | (295) |
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IRSA Inversiones y Representaciones Sociedad Anónima
- Foreign currency assets and liabilities
Book amounts of foreign currency assets and liabilities are as follows:
| Item (1) | Amount (2) | Foreign exchange rate (3) | Total as of 12.31.19 | Amount (2) | Total as of 06.30.19 |
|---|---|---|---|---|---|
| Assets | |||||
| Trade and other<br>receivables | |||||
| US<br>Dollar | 5.15 | 59.690 | 309 | 6.28 | 334 |
| Euros | 0.24 | 66.853 | 16 | 0.29 | 17 |
| Receivables with related parties | |||||
| US<br>Dollar | 9.91 | 59.890 | 594 | 8.32 | 445 |
| Total Trade and other receivables | 919 | 796 | |||
| Investments in financial<br>assets | |||||
| US<br>Dollar | 0.11 | 59.690 | 6 | 8.39 | 446 |
| Total Investments in financial assets | 6 | 446 | |||
| Derivative financial<br>instruments | |||||
| US<br>Dollar | 0.67 | 59.690 | 40 | - | - |
| Total Derivative financial instruments | 40 | - | |||
| Cash and cash<br>equivalents | |||||
| US<br>Dollar | 1.08 | 59.690 | 64 | 0.84 | 44 |
| Total Cash and cash equivalents | 64 | 44 | |||
| Total Assets | 1,029 | 1,286 | |||
| Liabilities | |||||
| Trade and other<br>payables | |||||
| US<br>Dollar | 0.08 | 59.890 | 5 | 1.01 | 54 |
| Euros | 0.06 | 67.227 | 4 | - | - |
| Payables with related parties | |||||
| US<br>Dollar | 2.15 | 59.890 | 126 | 1.96 | 105 |
| Euros | - | 59.890 | - | - | 17 |
| Total Trade and other payables | 135 | 176 | |||
| Derivative financial<br>instruments | |||||
| US<br>Dollar | 1.30 | 59.890 | 78 | - | - |
| Total Derivative financial instruments | 78 | - | |||
| Lease<br>liabilities | |||||
| US<br>Dollar | 0.02 | 59.890 | 1 | - | - |
| Total Lease liabilities | 1 | - | |||
| Borrowings | |||||
| US<br>Dollar | 275.85 | 59.890 | 16,521 | 299.58 | 16,006 |
| Borrowings with related parties | |||||
| US<br>Dollar | 83.92 | 59.890 | 5,026 | 41.79 | 2,232 |
| Total Borrowings | 21,547 | 18,238 | |||
| Total Liabilities | 21,761 | 18,414 |
(1)
Considering foreign currencies those that differ from Group’s functional currency at each period / year.
(2)
Expressed in millions of foreign currency.
(3)
Exchange rate as of December 31, 2019 according to Banco de la Nación Argentina records.
23.
CNV General Resolution N° 622/13
As required by Section 1°, Chapter III, Title IV of CNV General Resolution N° 622/13, below is a detail of the notes to the Unaudited Condensed Interim Separate Financial Statements that disclose the information required by the Resolution in Exhibits.
| Exhibit A - Property, plant and equipment | Note 7 Investment properties and Note 8 Property, plant and<br>equipment |
|---|---|
| Exhibit B - Intangible assets | Note 10 Intangible assets |
| Exhibit C - Equity investments | Note 6 Information about the main subsidiaries, associates and<br>joint ventures |
| Exhibit D - Other investments | Note 11 Financial instruments by category |
| Exhibit E - Provisions | Note 12 Trade and other receivables and Note 16<br>Provisions |
| Exhibit F - Cost of sales and services provided | Note 9 Trading properties and Note 18 Expenses by<br>nature |
| Exhibit G - Foreign currency assets and liabilities | Note 22 Foreign currency assets and liabilities |
17
IRSA Inversiones y Representaciones Sociedad Anónima
24.
CNV General Resolution N° 629/14 – Storage of documentation
On August 14, 2014, the CNV issued General Resolution 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:
| Storage of documentation responsible | Location |
|---|---|
| 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 Gómez 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 CNV RULES (2013 as amended) are available at the registered office.
On February 5, 2014 there was a widely known accident in Iron Mountain’s warehouse. Such company is a supplier of the Company and Company’s documentation was being kept in the mentioned warehouse. Based on the internal review carried out by the Company, duly reported to the CNV on February 12, 2014, the information kept at the Iron Mountain premises that were on fire do not appear to be sensitive or capable of affecting normal operations.
25.
Working capital deficit
At the end of the period, the Company has a working capital deficit of Ps. 18,321. The Company has issued during the current fiscal year and after December 31, 2019 NCN for a total of US$ 130 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.
26.
Subsequent events
See subsequent events in Note 30 to Unaudited Condensed Interim Consolidated Financial Statements, in addition are as follows:
Dividend distribution from IRSA CP
On October 31, 2019, the General Shareholders' Meeting of IRSACP distributed a cash dividend of Ps. 522.
Dividend distribution of IRSA
On October 30, 2019, the General Shareholders' Meeting of IRSA distributed dividends of Ps. 519 payable in shares of IRSA CP.
18
IRSA Inversiones y Representaciones Sociedad Anónima
Information required by Section 68 of the Buenos Aires Stock Exchange Regulations and Section 12,
Chapter III, Title IV of the National Securities Commission Regulations
Statement of Financial Position as of December 31, 2019
(Stated in millions)
Free translation from the original prepared in Spanish for publication in Argentina
1.
Specific and significant 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.
See Note 2.3.
3.
Receivables and liabilities by maturity date.
| Items | Past due | Without term | Without term | To be due | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 12.31.19 | Current | Non-current | Up to 3 months | From 3 to 6 months | From 6 to 9 months | From 9 to 12 months | From 1 to 2 years | From 2 to 3 years | Total | ||
| Accounts receivables | Trade and other receivables | 383 | 374 | 6 | 123 | 325 | 6 | 38 | 152 | - | 1,407 |
| Total | 383 | 374 | 6 | 123 | 325 | 6 | 38 | 152 | - | 1,407 | |
| Liabilities | Trade and other payables | 431 | - | - | 860 | 4 | 1 | - | 5 | - | 1,301 |
| Borrowings | 96 | - | - | 1,373 | 199 | 7,217 | 11,583 | 704 | 1,613 | 22,785 | |
| Salaries and social security liabilities | - | - | - | 1 | - | 1 | - | - | - | 2 | |
| Provisions | - | 6 | 40 | - | - | - | - | - | - | 46 | |
| Financial instruments | - | - | - | 78 | - | - | - | - | - | 78 | |
| Lease liabilities | - | - | - | 1 | - | - | - | - | - | 1 | |
| Total | 527 | 6 | 40 | 2,313 | 203 | 7,219 | 11,583 | 709 | 1,613 | 24,213 |
4.a. Breakdown of accounts receivable and liabilities by maturity and currency.
| 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 | 335 | 914 | 1,249 | 153 | 5 | 158 | 488 | 919 | 1,407 |
| Total | 335 | 914 | 1,249 | 153 | 5 | 158 | 488 | 919 | 1,407 | |
| Liabilities | Trade and other payables | 1,161 | 135 | 1,296 | 5 | - | 5 | 1,166 | 135 | 1,301 |
| Borrowings | 1,180 | 19,288 | 20,468 | (21) | 2,338 | 2,317 | 1,159 | 21,626 | 22,785 | |
| Salaries and social security liabilities | 2 | - | 2 | - | - | - | 2 | - | 2 | |
| Provisions | 6 | - | 6 | 40 | - | 40 | 46 | - | 46 | |
| Financial instruments | - | 78 | 78 | - | - | - | - | 78 | 78 | |
| Lease liabilities | - | 1 | 1 | - | - | - | - | 1 | 1 | |
| Total | 2,349 | 19,502 | 21,851 | 24 | 2,338 | 2,362 | 2,373 | 21,840 | 24,213 |
19
IRSA Inversiones y Representaciones Sociedad Anónima
Information required by Section 68 of the Buenos Aires Stock Exchange Regulations and Section 12,
Chapter III, Title IV of the National Securities Commission Regulations
Statement of Financial Position as of December 31, 2019
(Stated in millions)
Free translation from the original prepared in Spanish for publication in Argentina
4.b. Breakdown of accounts receivable and liabilities by adjustment clause.
On December 31, 2019 there are no receivables and liabilities subject to adjustment clause.
4.c. Breakdown of accounts receivable and liabilities by interest clause
| Items | Current | Non-current | Accruing interest | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Accruing interest | Non-accruing interest (*) | Total | Accruing interest | Non-accruing interest (*) | Total | Non-accuinginterest | Total | ||||||
| Fixed rate | Floating rate | Fixed rate | Floating rate | Fixed rate | Floating rate | ||||||||
| Accounts receivables | Trade and other receivables | 117 | 581 | 551 | 1,249 | - | - | 158 | 158 | 117 | 581 | 709 | 1,407 |
| Total | 117 | 581 | 551 | 1,249 | - | - | 158 | 158 | 117 | 581 | 709 | 1,407 | |
| Liabilities | Trade and other payables | - | - | 1,296 | 1,296 | - | - | 5 | 5 | - | - | 1,301 | 1,301 |
| Borrowings | 18,523 | 1,144 | 801 | 20,468 | 2,209 | 108 | - | 2,317 | 20,732 | 1,252 | 801 | 22,785 | |
| Salaries and social security liabilities | - | - | 2 | 2 | - | - | - | - | - | - | 2 | 2 | |
| Provisions | - | - | 6 | 6 | - | - | 40 | 40 | - | - | 46 | 46 | |
| Financial instruments | - | - | 78 | 78 | - | - | - | - | - | - | 78 | 78 | |
| Lease liabilities | 1 | - | - | 1 | - | - | - | - | 1 | - | - | 1 | |
| Total | 18,524 | 1,144 | 2,183 | 21,851 | 2,209 | 108 | 45 | 2,362 | 20,733 | 1,252 | 2,228 | 24,213 |
(*) Includes the balance as of 12.31.2019 of the interest payable corresponding to the loans.
20
IRSA Inversiones y Representaciones Sociedad Anónima
Information required by Section 68 of the Buenos Aires Stock Exchange Regulations and Section 12,
Chapter III, Title IV of the National Securities Commission Regulations
Statement of Financial Position as of December 31, 2019
(Stated in millions)
Free translation from the original prepared in Spanish for publication in Argentina
5. Related parties.
a.
Interest in related parties:
| Name of the entity | % ownership interest of the Group |
|---|---|
| Entity's with direct ownership interest of IRSA: | |
| IRSA<br>CP | 79.27% |
| E-commerce<br>Latina S.A. | 95.13% |
| Efanur<br>S.A. | 100.00% |
| Hoteles<br>Argentinos S.A. | 100.00% |
| Inversora<br>Bolívar S.A. | 95.13% |
| Llao<br>Llao Resort S.A. | 50.00% |
| Nuevas<br>Fronteras S.A. | 76.34% |
| Palermo<br>Invest S.A. | 97.00% |
| Ritelco<br>S.A. | 100.00% |
| Tyrus<br>S.A. | 100.00% |
| Liveck<br>S.A. | 9.76% |
b.
Related parties debit/credit balances. See Note 21 to the Unaudited Condensed Interim Separate Financial Statements.
6.
Loans to Directors.
See Note 21 to the Unaudited Condensed Interim Separate Financial Statements.
7.
Physical inventory.
In view of the nature of the inventories, no physical inventories are performed and there are no slow turnover assets.
8.
Current values.
See Notes 7, 8 and 10 to the Unaudited Condensed Interim Separate Financial Statements.
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 Notes 6, 7, 8 and 10 to the Unaudited Condensed Interim Separate Financial Statements.
21
IRSA Inversiones y Representaciones Sociedad Anónima
Information required by Section 68 of the Buenos Aires Stock Exchange Regulations and Section 12,
Chapter III, Title IV of the National Securities Commission Regulations
Statement of Financial Position as of December 31, 2019
(Stated in millions)
Free translation from the original prepared in Spanish for publication in Argentina
13.
Insurances.
Insured Assets.
| Real Estate | Insured amounts (1) | Accounting values | Risk covered |
|---|---|---|---|
| Bouchard 551 | 2 | 146 | All operational risk with additional coverage and minor<br>risks |
| Libertador 498 | 4 | 1,651 | All operational risk with additional coverage and minor<br>risks |
| Santa María del Plata | 0.053 | 9,764 | All operational risk with additional coverage and minor<br>risks |
| Abril Manor House | 4 | 5 | All operational risk with additional coverage and minor<br>risks |
| Catalinas Norte Plot | 2 | 958 | All operational risk with additional coverage and minor<br>risks |
| Subtotal | 12 | 12,524 | |
| Single policy | 15,000 | Third party liability |
(1)
The insured amounts are in US Dollars.
In our opinion, the above-described insurance policies cover current risks adequately.
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 Argentine law, 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.
In addition, according to CNV General Resolution N° 609/12, a special reserve was constituted which cannot be released to make distributions in cash or in kind. See Note 16 to the Consolidated Financial Statements at June 30, 2019.
Autonomous City of Buenos Aires, February 10, 2020.
22
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
IRSA Inversiones y Representaciones Sociedad Anónima
Legal address: Bolivar 108 – 1° floor
Autonomous City Buenos Aires
Tax Code No. 30-52532274-9
Introduction
We have reviewed the unaudited condensed interim separate financial statements of IRSA Inversiones y Representaciones Sociedad Anónima (hereinafter “the Company”) which included the unaudited condensed interim separate statements of financial position as of December 31, 2019, and the unaudited condensed interim separate statements of income and other comprehensive income for the six-month period and three-month period ended December 31, 2019, the unaudited condensed interim separate statements of changes in shareholders’ equity and the unaudited condensed interim separate statements of cash flows for the six-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 Note 6 to these unaudited condensed interim separate financial statements.
Report on compliance with current regulations
In accordance with current regulations, we report about IRSA Inversiones y Representaciones Sociedad Anónima that:
a)
the unaudited condensed interim separate financial statements of IRSA Inversiones y Representaciones Sociedad Anónima 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 IRSA Inversiones y Representaciones Sociedad Anónima 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;
Free translation from the original prepared in Spanish for publication in Argentina
REVIEW REPORT ON THE UNAUDITED CONDENSED
INTERIM SEPARATE FINANCIAL STATEMENTS (Continued)
d)
at December 31, 2019, the debt of IRSA Inversiones y Representaciones Sociedad Anónima owed in favor of the Argentina Integrated Pension System which arises from accounting records amounted to Ps. 115,590.39, which was not claimable at that date.
Autonomous City of Buenos Aires, February 10, 2020.
| PRICE<br>WATERHOUSE & CO. S.R.L.<br><br><br><br><br><br><br><br><br>(Partner)<br><br><br>C.P.C.E.C.A.B.A. Tº 1 Fº 17<br><br><br>Dr. Mariano C. Tomatis<br><br><br>Public Accountant (UBA)<br><br><br>C.P.C.E.C.A.B.A. Tº 241 Fº 118 | ABELOVICH,<br>POLANO & ASOCIADOS S.R.L.<br><br><br><br><br><br><br><br><br>(Partner)<br><br><br>C.P.C.E. C.A.B.A. T° 1 F° 30<br><br><br>José Daniel Abelovich<br><br><br>Public Accountant (UBA)<br><br><br>C.P.C.E.C.A.B.A. T° 102 F° 191 |
|---|
IRSA Inversiones y Representaciones Sociedad Anónima
Summary as of December 31, 2019
I. Brief comment on the Company’s activities during the period, including references to significant events occurred after the end of the period.
Consolidated Results
| (in millions of ARS) | IIQ 20 | IIQ 19 | YoY Var | 6M 20 | 6M 19 | YoY Var |
|---|---|---|---|---|---|---|
| Revenues | 21,978 | 21,409 | 2.7% | 42,786 | 39,719 | 7.7% |
| Net gain / (loss) from fair value adjustment of investment<br>properties | -6,375 | -20,471 | -68.9% | 3,724 | -9,081 | - |
| Profit / (Loss) from operations | -5,582 | -17,118 | -67.4% | 7,083 | -3,264 | - |
| Depreciation and amortization | 3,588 | 2,509 | 43.0% | 6,912 | 4,627 | 49.4% |
| EBITDA(1) | -1,994 | -14,609 | -86.4% | 13,995 | 1,363 | 926.8% |
| Adjusted EBITDA(1) | 5,766 | 5,459 | 5.6% | 11,656 | 10,041 | 16.1% |
| (Loss) / Profit for the period | -7,423 | -18,492 | -59.9% | 4,857 | -8,363 | - |
| Attributable to equity holders of the parent | -5,108 | -17,018 | -70.0% | -1,421 | -8,093 | -82.4% |
| Attributable to non-controlling interest | -2,315 | -1,474 | 57.1% | 6,278 | -270 | - |
(1)
See Point XIX: EBITDA Reconciliation
Company’s income increased by 7.7% during the first half of fiscal year 2020 as compared to the same period of 2019, while Adjusted EBITDA increased 16.1% reaching ARS 11,656 million, ARS 3,442 million from Argentina Business Center, that decreased 5.5%, and ARS 8,214 million from Israel Business Center, that increased by 28.4% mainly due to an increase in the EBITDA of Telecommunications segment (Cellcom) as a consequence of the impact of IFRS 16 implementation: leases costs are now included in Amortizations.
Profit for the period under review reached a gain of ARS 4,857 million compared to a ARS 8,363 million loss registered in the same period of 2019, mainly explained by higher results from changes in the fair value of investment properties in the Argentine business center and the result from the deconsolidation of Gav-Yam due to the loss of control, offset by lower results of Clal's market valuation and the impairment of Mehadrin´ shares valued at market value in the Israel business center.
Argentina Business Center
II. Shopping Malls (through our subsidiary IRSA Propiedades Comerciales S.A.)
During the first half of fiscal year 2020, our tenants’ sales reached ARS 45,183 million, 0.7% lower, in real terms, than in the same period of 2019 but increasing 4.8% during the second quarter, period in which there was a higher consumption recovery in our Shopping Malls driven by “Ahora 12” and “Ahora 18” incentive measures. Considering same Shopping Malls, that is, excluding Buenos Aires Design in fiscal year 2019, tenants’ sales increased 0.4% during the first half of 2020 and 5.6% in the second quarter.
Our portfolio’s leasable area totaled 332,812 sqm during the quarter, in line with the same period of previous fiscal year. Portfolio’s occupancy remained stable at approximately 95.0%, lower than in the beginning of the previous fiscal year, mainly because of Walmart's anticipated exit from Dot Baires Shopping. Excluding the effect of the remaining vacant sqm on the surface previously occupied by Walmart, occupancy reached 97.9%.
Shopping Malls’ Operating Indicators
| (in ARS million, except indicated) | IIQ 20 | IQ 20 | IVQ 19 | IIIQ 19 | IIQ 19 |
|---|---|---|---|---|---|
| Gross leasable area (sqm) | 332,812 | 332,277 | 332,150 | 332,774 | 332,119 |
| Tenants’ sales (3 months cumulative) | 24,648 | 20,537 | 20,587 | 17,064 | 23,515 |
| Occupancy | 95.0% | 94.3% | 94.7% | 94.5% | 94.9% |
1
IRSA Inversiones y Representaciones Sociedad Anónima
Summary as of December 31, 2019
Shopping Malls’ Financial Indicators
| (in millions of ARS) | IIQ 20 | IIQ 19 | YoY Var | 6M 20 | 6M 19 | YoY Var |
|---|---|---|---|---|---|---|
| Revenues from sales, leases and services | 1,939 | 2,210 | -12.3% | 3,644 | 4,207 | -13.4% |
| Net (loss) / gain from fair value adjustment on investment<br>properties | -2,368 | -10,121 | -76.6% | -1,876 | -13,663 | -86.3% |
| Profit / (Loss) from operations | -990 | -8,327 | -88.1% | 702 | -10,465 | - |
| Depreciation and amortization | 41 | 28 | 46.4% | 72 | 62 | 16.1% |
| EBITDA (1) | -949 | -8,299 | -88.6% | 774 | -10,403 | -107.4% |
| Adjusted EBITDA (1) | 1,419 | 1,822 | -22.1% | 2,650 | 3,260 | -18.7% |
(1)
See Point XIX: EBITDA Reconciliation
Income from this segment decreased 13.4% during the first half of fiscal year 2020, compared with same period of previous fiscal year, mainly due to the impact of fix components that did not accompany the semester tenants sales recovery such as base rents that decreased 20.2% in real terms and admission rights that decreased 5.8%, as well as the inclusion in the previous fiscal year of an extraordinary income of ARS 135 million as compensation for Walmart’s contract termination in Dot Baires Shopping. Costs, administrative and marketing expenses (SG&A) of the segment decrease by approximately 6.0%. Adjusted EBITDA reached ARS 2,650 million, 18.7% lower than the same period of fiscal year 2019, mainly due to higher commercial discounts granted during the first half of fiscal year 2020. Adjusted EBITDA margin, excluding income from expenses and collective promotion fund, was 72.7%, 4.8 bps lower than in the same period of previous fiscal year.
Operating data of our Shopping Malls
| Date of opening | Location | Gross Leasable Area sqm<br>(1) | Stores | Occupancy Rate (2) | IRSA CP’s Interest<br>(3) | |
|---|---|---|---|---|---|---|
| Alto Palermo | Dec-97 | City of Buenos Aires | 18,655 | 136 | 99.1% | 100% |
| Abasto Shopping(4) | Nov-99 | City of Buenos Aires | 36,760 | 164 | 98.1% | 100% |
| Alto Avellaneda | Dec-97 | Province of Buenos Aires | 38,330 | 129 | 94.7% | 100% |
| Alcorta Shopping | Jun-97 | City of Buenos Aires | 15,725 | 114 | 98.6% | 100% |
| Patio Bullrich | Oct-98 | City of Buenos Aires | 11,396 | 89 | 94.4% | 100% |
| Buenos Aires Design(5) | Nov-97 | City of Buenos Aires | - | - | - | - |
| Dot Baires Shopping | May-09 | City of Buenos Aires | 48,805 | 167 | 77.8% | 80% |
| Soleil | Jul-10 | Province of Buenos Aires | 15,156 | 79 | 99.0% | 100% |
| Distrito Arcos | Dec-14 | City of Buenos Aires | 14,335 | 65 | 100.0% | 90.0% |
| Alto Noa Shopping | Mar-95 | Salta | 19,311 | 86 | 99.5% | 100% |
| Alto Rosario Shopping(4) | Nov-04 | Santa Fe | 33,681 | 141 | 98.9% | 100% |
| Mendoza Plaza Shopping | Dec-94 | Mendoza | 43,065 | 129 | 98.4% | 100% |
| Córdoba Shopping | Dec-06 | Córdoba | 15,361 | 104 | 99.3% | 100% |
| La Ribera Shopping | Aug-11 | Santa Fe | 10,530 | 68 | 96.0% | 50% |
| Alto Comahue | Mar-15 | Neuquén | 11,702 | 95 | 96.6% | 99.95% |
| Patio Olmos(6) | Sep-07 | Córdoba | ||||
| Total | 332,812 | 1,566 | 95.0% |
(1) Corresponds to gross leasable area in each property. Excludes common areas and parking spaces.
(2) Calculated dividing occupied square meters by leasable area as of the last day of the fiscal period.
(3) Company’s effective interest in each of its business units.
(4) Excludes Museo de los Niños (3,732 square meters in Abasto and 1,261 square meters in Alto Rosario).
(5) End of concession December 5, 2018
(6) IRSA CP owns the historic building of the Patio Olmos shopping mall in the Province of Córdoba, operated by a third party.
2
IRSA Inversiones y Representaciones Sociedad Anónima
Summary as of December 31, 2019
Cumulative tenants’ sales as of December 31
| (per Shopping Mall, in ARS. million) | IIQ 20 | IIQ 19 | YoY Var | 6M 20 | 6M 19 | YoY Var |
|---|---|---|---|---|---|---|
| Alto Palermo | 3,190 | 2,930 | 8.9% | 5,739 | 5,558 | 3.3% |
| Abasto Shopping | 3,081 | 3,074 | 0.2% | 5,722 | 6,051 | -5.4% |
| Alto Avellaneda | 2,801 | 2,794 | 0.3% | 5,114 | 5,424 | -5.7% |
| Alcorta Shopping | 1,947 | 1,737 | 12.1% | 3,390 | 3,184 | 6.5% |
| Patio Bullrich | 1,260 | 1,166 | 8.1% | 2,235 | 2,042 | 9.5% |
| Buenos Aires Design(1) | - | 169 | -100.0% | - | 495 | -100.0% |
| Dot Baires Shopping | 2,509 | 2,376 | 5.6% | 4,464 | 4,647 | -3.9% |
| Soleil | 1,259 | 1,205 | 4.5% | 2,385 | 2,344 | 1.7% |
| Distrito Arcos | 1,461 | 1,176 | 24.2% | 2,680 | 2,202 | 21.7% |
| Alto Noa Shopping | 971 | 974 | -0.3% | 1,869 | 1,941 | -3.7% |
| Alto Rosario Shopping | 2,478 | 2,213 | 12.0% | 4,530 | 4,332 | 4.6% |
| Mendoza Plaza Shopping | 1,681 | 1,686 | -0.3% | 3,293 | 3,401 | -3.2% |
| Córdoba Shopping | 793 | 791 | 0.3% | 1,424 | 1,477 | -3.6% |
| La Ribera Shopping(2) | 475 | 499 | -4.8% | 943 | 1,006 | -6.3% |
| Alto Comahue | 742 | 725 | 2.3% | 1,395 | 1,380 | 1.1% |
| Total | 24,648 | 23,515 | 4.8% | 45,183 | 45,484 | -0.7% |
(1) End of concession December 5.2018
(2) Through our joint venture Nuevo Puerto Santa Fe S.A.
Cumulative tenants’ sales per type of business
| (per Type of Business. in ARS million) | IIQ 20 | IIQ 19 | YoY Var | 6M 20 | 6M 19 | YoY Var |
|---|---|---|---|---|---|---|
| Anchor Store | 1,333 | 1,283 | 3.9% | 2,418 | 2,449 | -1.3% |
| Clothes and Footwear | 14,382 | 13,910 | 3.4% | 25,482 | 25,542 | -0.2% |
| Entertainment | 487 | 480 | 1.5% | 1,343 | 1,345 | -0.1% |
| Home | 514 | 497 | 3.4% | 917 | 1,085 | -15.5% |
| Restaurant | 2,339 | 2,277 | 2.7% | 4,846 | 4,943 | -2.0% |
| Miscellaneous | 3,479 | 2,995 | 16.2% | 6,047 | 5,737 | 5.4% |
| Services | 251 | 235 | 6.8% | 493 | 534 | -7.7% |
| Electronic appliances | 1,863 | 1,838 | 1.4% | 3,637 | 3,849 | -5.5% |
| Total | 24,648 | 23,515 | 4.8% | 45,183 | 45,484 | -0.7% |
Detailed Revenues as of December 31
| (in ARS million) | IIQ 20 | IIQ 19 | YoY Var | 6M 20 | 6M 19 | YoY Var |
|---|---|---|---|---|---|---|
| Base Rent (1) | 831 | 1,034 | -19.6% | 1,686 | 2,113 | -20.2% |
| Percentage Rent | 652 | 516 | 26.4% | 1,060 | 912 | 16.3% |
| Total Rent | 1,481 | 1,550 | -4.4% | 2,745 | 3,023 | -9.2% |
| Revenues from non-traditional advertising | 49 | 64 | -23.0% | 95 | 111 | -14.2% |
| Admission rights | 241 | 225 | 7.4% | 455 | 483 | -5.8% |
| Fees | 23 | 32 | -27.1% | 47 | 57 | -18.9% |
| Parking | 91 | 111 | -18.2% | 190 | 240 | -20.6% |
| Commissions | 46 | 73 | -37.1% | 92 | 122 | -24.8% |
| Others | 8 | 155 | -95.0% | 20 | 171 | -88.3% |
| Subtotal (2) | 1,939 | 2,210 | -12.3% | 3,644 | 4,207 | -13.4% |
| Expenses and Collective Promotion Funds | 733 | 719 | 2.0% | 1,423 | 1,487 | -4.3% |
| Total | 2,672 | 2,929 | -8.8% | 5,067 | 5,694 | -11.0% |
(1)
Includes Revenues from stands for ARS 205.9 million cumulative as of December 2019
(2)
Does not include Patio Olmos.
3
IRSA Inversiones y Representaciones Sociedad Anónima
Summary as of December 31, 2019
III. Offices
The A+ office market in the City of Buenos Aires remains robust even after the period of highest exchange volatility in recent years. The price of Premium commercial spaces slightly raised at USD 4,900 per square meter while rental prices slightly decreased at USD 27.2 when compared with same period of previous fiscal year. per square meter for the A+ segment. The vacancy of the premium segment reached 7.6%.
As concerns the A+ office market in the Northern Area, we have noted a significant improvement in the price of units during the last 10 years, and we believe in its potential during the next years. Nevertheless, rental prices show a downward trend around USD 26.0 per square meter.
Sale and Rental Prices of A+ Offices – City of Buenos Aires

Source: LJ Ramos
Sale and Rental Prices of A+ Offices – Northern Area

Source: LJ Ramos
Gross leasable area was 115,639 sqm as of the second three-month period of fiscal year 2020, highly increased when compared to the same period of previous year due to the inauguration of the Zetta building in May 2019.
Portfolio average occupancy slightly recovers compared to the last two quarters reaching 88.7%, despite it is lower than the recorded in the same period of last fiscal year mainly due to higher vacancy in our class B offices, Suipacha 661 and Philips. Considering our premium portfolio (class A+&A), the occupancy reached 97.1%. The average rental price reached USD 26.9 per sqm in line with previous quarters.
Offices’ Operating Indicators
| IIQ 20 | IQ 20 | IVQ 19 | IIIQ 19 | IIQ 19 | |
|---|---|---|---|---|---|
| Leasable area | 115,639 | 115,640 | 115,378 | 83,205 | 83,213 |
| Total Occupancy | 88.7% | 88.1% | 88.3% | 91.4% | 90.0% |
| Class A+ & A Occupancy | 97.1% | 96.6% | 97.2% | 95.0% | 93.1% |
| Class B Occupancy | 47.5% | 46.2% | 45.0% | 79.6% | 79.6% |
| Rent USD/sqm | 26.9 | 26.6 | 26.4 | 26.3 | 27.0 |
4
IRSA Inversiones y Representaciones Sociedad Anónima
Summary as of December 31, 2019
Offices’ Financial Indicators
| (in ARS million) | IIQ 20 | IIQ 19 | YoY Var | 6M 20 | 6M 19 | YoY Var |
|---|---|---|---|---|---|---|
| Revenues from sales, leases and services | 523 | 455 | 14.9% | 1,095 | 840 | 30.4% |
| Net gain from fair value adjustment on investment properties,<br>PP&E e inventories | -2,271 | -7,961 | -71.5% | 3,326 | 3,863 | -13.9% |
| Profit from operations | -1,888 | -7,623 | -75.2% | 4,178 | 4,486 | -6.9% |
| Depreciation and amortization | 15 | 2 | 650.0% | 21 | 9 | 133.3% |
| EBITDA(1) | -1,873 | -7,621 | -75.4% | 4,199 | 4,495 | -6.6% |
| Adjusted EBITDA (1) | 398 | 340 | 17.1% | 873 | 632 | 38.1% |
(1)
See Point XIX: EBITDA Reconciliation
In real terms, during the first half of fiscal year 2020, revenues from the offices segment increased by 30,4% compared to the same period of 2019. Adjusted EBITDA from this segment grew 38.1% compared to the same period of the previous year due to the positive impact of the devaluation in our dollar-denominated contracts and the effect of inauguration and income flattening of the new Zetta building, EBITDA margin was 79.7%, 4.5 bps higher than the same period of previous year.
Below is information on our Office segment and other rental properties as of December 31, 2019. Also, amended comparative information as of June 30, 2019, is included:
| Date of Acquisition | IRSA’s Effective Interest | As of December 31, 2019 | As of June 30, 2019 | |||
|---|---|---|---|---|---|---|
| Gross Leaseable Area (sqm)<br>(1) | Occupancy (2) | Gross Leaseable Area (sqm)<br>(1) | Occupancy (2) | |||
| Offices(3) | ||||||
| Edificio<br>República | 04/28/08 | 100% | 19,885 | 92.6% | 19,885 | 95.2% |
| Torre<br>Bankboston | 08/27/07 | 100% | 14,865 | 96.4% | 14,865 | 93.5% |
| Intercontinental<br>Plaza | 11/18/97 | 100% | 2,979 | 100.0% | 2,979 | 100.0% |
| Bouchard<br>710 | 06/01/05 | 100% | 15,014 | 100.0% | 15,014 | 100.0% |
| Suipacha<br>652/64 | 11/22/91 | 100% | 11,465 | 31.2% | 11,465 | 44.6% |
| Dot<br>Building | 11/28/06 | 80% | 11,242 | 100.0% | 11,242 | 100.0% |
| Philips<br>Building | 06/05/17 | 100% | 8,016 | 70.8% | 7,755 | 45.7% |
| Zetta Building | 05/06/19 | 80% | 32,173 | 97.5% | 32,173 | 97.5% |
| Subtotal Offices | N/A | 115,639 | 88.7% | 115,378 | 88.3% | |
| Other Properties | ||||||
| Santa María del Plata S.A | 10/17/97 | 100% | 116,100 | 17.3% | 116,100 | 25.9% |
| Nobleza Piccardo (4) | 05/31/11 | 50.0% | 109,610 | 22.5% | 109,610 | 78.4% |
| Other Properties (5) | N/A | N/A | 12,292 | 35.6% | 12,292 | 35.6% |
| Subtotal Other Properties | N/A | 238,002 | 20.6% | 238,002 | 50.6% | |
| Total Offices and Others | N/A | 353,641 | 42.9% | 353,380 | 62.9% |
(1) Corresponds to the total leasable surface area of each property. Excludes common areas and parking spaces.
(2) Calculated by dividing occupied square meters by leasable area.
(3) Through IRSA CP.
(4) Through Quality Invest S.A.
(5) Includes the following properties: Dot Adjoining Plot, Intercontinental plot of land, Anchorena 665, Puerto Retiro, Casona Abril, Constitución 1111 and Rivadavia 2774.
IV. Sales and Developments
| (in millions of ARS) | IIQ 20 | IIQ 19 | YoY Var | 6M 20 | 6M 19 | YoY Var |
|---|---|---|---|---|---|---|
| Revenues | 392 | 477 | -17.8% | 460 | 515 | -10.7% |
| Net gain from fair value adjustment on investment<br>properties | -1,670 | -4,064 | -58.9% | 2,544 | 197 | 1.191.4% |
| Profit from operations | -1,590 | -3,862 | -58.8% | 2,538 | 344 | 637.8% |
| Depreciation and amortization | 3 | 3 | - | 5 | 5 | - |
| Barter Agreements result | 239 | 403 | -40.7% | 239 | 403 | -40.7% |
| EBITDA(1) | -1,587 | -3,859 | -58.9% | 2,543 | 349 | 628.7% |
| Adjusted EBITDA(1) | -156 | -198 | -21.2% | -240 | -251 | -4.4% |
(1)
See Point XIX: EBITDA Reconciliation
5
IRSA Inversiones y Representaciones Sociedad Anónima
Summary as of December 31, 2019
Revenues from the “Sales and Development” segment decreased 10.7% during the first half of fiscal year 2020 compared to the same period of previous year, due to the recognition in the previous fiscal year of the sale of a plot made by Zetol. Adjusted EBITDA of the segment was ARS 240 million loss, compared to ARS 251 million loss in the same period of fiscal year 2019.
V. CAPEX (through our subsidiary IRSA Propiedades Comerciales S.A.)
Alto Palermo Expansion
We keep working on the expansion of Alto Palermo shopping mall. the shopping mall with the highest sales per square meter in our portfolio. that will add a gross leasable area of approximately 3,900 square meters and will consist in moving the food court to a third level by using the area of an adjacent building acquired in 2015. Work progress as of December 31 was 51.0% and construction works are expected to be finished by July 2020.
200 Della Paolera - Catalinas building
The building under construction will have 35,000 sqm of GLA consisting of 30 office floors and 316 parking spaces and is located in the “Catalinas” area in the City of Buenos Aires, one of the most sought-after spots for Premium office development in Argentina. The company owns 30,832 square meters consisting of 26 floors and 272 parking spaces in the building. The total estimated investment in the project amounts to ARS 2,600 million and as of December 31, 2019. work progress was 86.0%. As of today, we have 38% of the IRSA CP's own GLA sqm with signed lease agreements and there are good commercialization prospects for the rest of the surface.
VI. Hotels
During the first half of fiscal year 2020, Hotels segment recorded a decrease in revenues of 12.8% mainly due to the decrease in the rate and the growth of the vacancy of Libertador hotel after the company acquisition of 20% of the ownership of Sheraton and began the operation of the hotel on its own. The segment’s EBITDA reached ARS 332 million during the period under review, 29.2% lower than in the previous fiscal year, mainly because the impact during IIQ19 of the G-20 in Intercontinental as well as the event of the Emir of Qatar in Llao Llao.
| IIQ 20 | IQ 20 | IVQ 19 | IIIQ 19 | IIQ 19 | ||
|---|---|---|---|---|---|---|
| Average<br>Occupancy | 68.1% | 61.6% | 65.2% | 69.3% | 68.5% | |
| Average<br>Rate per Room (USD/night) | 180 | 163 | 197 | 209 | 205 | |
| (in millions of ARS) | IIQ 20 | IIQ 19 | YoY Var | 6M 20 | 6M 19 | YoY Var |
| --- | --- | --- | --- | --- | --- | --- |
| Revenues | 694 | 816 | -15.0% | 1,268 | 1,454 | -12.8% |
| Profit / (loss) from operations | 172 | 275 | -37.5% | 241 | 398 | -39.4% |
| Depreciation and amortization | 55 | 35 | 57.1% | 91 | 71 | 28.2% |
| EBITDA | 227 | 310 | -26.8% | 332 | 469 | -29.2% |
The following is information on our hotels segment as of December 31, 2019:
| Hotels | Date of Acquisition | IRSA’s Interest | Number of rooms | Occupancy(1) | Average Price per Room USD.<br>(2) |
|---|---|---|---|---|---|
| Intercontinental (3) | 11/01/1997 | 76.34% | 313 | 77.2% | 141 |
| Libertador (4) | 03/01/1998 | 100.00% | 200 | 65.0% | 112 |
| Llao Llao (5) | 06/01/1997 | 50.00% | 205 | 57.1% | 337 |
| Total | - | - | 718 | 68.1% | 180 |
(1)
Accumulated average in the three-month period.
(2)
Accumulated average in the three-month period.
(3)
Through Nuevas Fronteras S.A. (Subsidiary of IRSA).
(4)
Through Hoteles Argentinos S.A.
(5) Through Llao Llao Resorts S.A.
6
IRSA Inversiones y Representaciones Sociedad Anónima
Summary as of December 31, 2019
VII. International
Lipstick Building, New York, United States
The Lipstick Building is a landmark building in the City of New York, located at Third Avenue and 53th Street in Midtown Manhattan, New York. Architects John Burgee and Philip Johnson (Glass House and Seagram Building, among other renowned works) designed it and it is named after its elliptical shape and red façade. Its gross leasable area is approximately 58,000 sqm and consists of 34 floors.
As of December 31, 2019, the building’s occupancy rate was 95.6%, thus generating an average rent of USD 78.3 per sqm.
| Lipstick | Dec-19 | Dec-18 | YoY Var |
|---|---|---|---|
| Gross Leasable Area (sqm) | 58,092 | 58,092 | - |
| Occupancy | 95.6% | 96.9% | -1.3 p,p |
| Rental price (USD/sqm) | 79.3 | 77.1 | 1.8% |
In June 2019, an “Escrow Agreement” was signed for the sum of US $ 5.1 million, through which an option was acquired to purchase the controlling position on one of the lands where the Lipstick was built. This option expired on August 30, and the owner of the ground lease requested the transfer of the funds deposited in guarantee in his favor. The company will continue negotiations trying to obtain funding sources that allow us to execute the purchase. After the end of the period, on February 7, 2020, the termination of the loan with RBC was executed for an amount of USD 1.6 million.
Investment in Condor Hospitality Inc.
On July 19, 2019, Condor signed an agreement and merger plan with a company not related to the group. As agreed, each Condor ordinary share, whose nominal value is USD 0.01 per share will be cancelled before the merger and will become the right to receive a cash amount equivalent to USD 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 cancelled and will become entitled to receive a cash amount equal to USD 10.00 per share.
It is estimated that the operation will be developed during the third quarter of fiscal year 2020. As of the date of these financial statement presentation, the group owned 2,245,099 common shares and 325,752 preferred E shares.
7
IRSA Inversiones y Representaciones Sociedad Anónima
Summary as of December 31, 2019
VIII. Corporate
| (in millions of ARS) | IIQ 20 | IIQ 19 | YoY Var | 6M 20 | 6M 19 | YoY Var |
|---|---|---|---|---|---|---|
| Revenues | - | - | - | - | - | - |
| Loss from operations | -105 | -254 | -58.7% | -177 | -326 | -45.7% |
| Depreciation and amortization | 1 | 2 | -50.0% | 2 | 2 | - |
| EBITDA | -104 | -252 | -58.7% | -175 | -324 | -46.0% |
IX. Financial Operations and Others
Interest in Banco Hipotecario S.A. (“BHSA”) through IRSA
BHSA is a leading bank in the mortgage lending industry, in which IRSA held an equity interest of 29.91% as of December 31, 2019. During the first half of 2020, the investment in Banco Hipotecario generated a ARS 993 million gain compared to a ARS 121 million loss during the same period of 2019. For further information, visit http://www.cnv.gob.ar or http://www.hipotecario.com.ar.
Israel Business Center
X. Investment in IDB Development Corporation and Discount Investment Corporation (“DIC”)
As of December 31, 2019, IRSA’s indirect equity interest in IDB Development Corp. was 100% of its stock capital and in Discount Corporation Ltd. (“DIC”) was 82.31% of its stock capital.
Within this operations center, the Group operates the following segments:
●
The “Real Estate” segment mainly includes the assets and profit from operations derived from the business related to the DIC subsidiary, Property & Building (“PBC”). Through PBC, the Group operates rental and residential properties in Israel, United States and other locations in the world, and executes commercial projects in Las Vegas, United States of America.
●
The “Telecommunications” segment includes the assets and profit from operations derived from the business related to the subsidiary Cellcom. Cellcom is supplier of telecommunication services and its main businesses include the provision of cellular and fixed telephone, data and Internet services, among others.
●
The “Insurance” segment includes the investment in Clal. This company is one of the largest insurance groups in Israel, whose businesses mainly comprise pension and social security insurance and other insurance lines. The Group does not hold a controlling interest in Clal;therefore, it is not consolidated on a line-by-line basis, but presented under a single line as a financial instrument at fair value, as required under IFRS for the current circumstances in which no control is exercised.
●
The “Others” segment includes the assets and profit from other miscellaneous businesses, such as technological developments, tourism, oil and gas assets, electronics, and other sundry activities.
8
IRSA Inversiones y Representaciones Sociedad Anónima
Summary as of December 31, 2019
Segment Results
Following is the comparative information by segments of our Israel Business Center for the period between July 1, 2019 and December 31, 2019.
| Real Estate (Property & Building - PBC) - ARS MM | IIQ 20 | IIQ 19 | YoY Var | 6M 20 | 6M 19 | YoY Var |
|---|---|---|---|---|---|---|
| Revenues | 3,039 | 3,338 | -9.0% | 6,277 | 6,153 | 2.0% |
| Result from fair value adjustment of investment<br>properties | -164 | 487 | -133.7% | -164 | 487 | -133.7% |
| Profit from operations | -429 | 1,562 | -127.5% | 610 | 2,399 | -74.6% |
| Depreciation and amortization | 46 | 13 | 253.8% | 61 | 25 | 144.0% |
| Devaluation of associates and joint ventures | 1,621 | 0 | 100.0% | 1,621 | 0 | 100.0% |
| EBITDA | -383 | 1,575 | -124.3% | 671 | 2,424 | -72.3% |
| Adjusted EBITDA | -219 | 1,088 | -120.1% | 2,456 | 1,937 | 26.8% |
Revenues and operating income of the Real Estate segment through the subsidiary PBC reached in the first half of fiscal year 2020 an amount of ARS 6,277 million and ARS 610 million, respectively, and for the same period ended on December 31, 2018, reached ARS 6,153 million and ARS 2,399 million respectively. This is mainly due to an average real depreciation of 13.5% of the Argentine peso against the Israeli shekel, offset by an appreciation of the Shekel against the dollar, which makes the income in Shekels for rents lower. At the operational level, the segment suffered Mehadrin's impairment as a result of the decrease in the share price.
| Telecommunications (Cellcom) ARS MM | IIQ 20 | IIQ 19 | YoY Var | 6M 20 | 6M 19 | YoY Var |
|---|---|---|---|---|---|---|
| Revenues | 14,096 | 12,782 | 10.3% | 27,595 | 24,018 | 14.9% |
| (Loss) / Profit from operations | -479 | 196 | -344.4% | -168 | 43 | -490.7% |
| Depreciation and amortization | 3,287 | 2,420 | 35.8% | 6,467 | 4,424 | 46.2% |
| EBITDA | 2,808 | 2,616 | 7.3% | 6,299 | 4,467 | 41.0% |
The Telecommunications segment carried out by "Cellcom" reached ARS 27,595 million of revenue and an operating loss of ARS 168 million in the six-month period of fiscal year 2020. For the same period of fiscal year 2019, revenues were ARS 24,018 million and the operating gain was ARS 43 million. This is mainly due to an increase in revenues due to an increase in equipment sold, together with a 2.8% increase in fixed line revenues. At EBITDA level, lease costs were reduced because these are charged to financial results due to the implementation of IFRS 16.
| Others (other subsidiaries) ARS MM | IIQ 20 | IIQ 19 | YoY Var | 6M 20 | 6M 19 | YoY Var |
|---|---|---|---|---|---|---|
| Revenues | 492 | 405 | 21.5% | 895 | 749 | 19.5% |
| Loss from operations | -143 | -357 | -59.9% | -190 | -31 | 512.9% |
| Depreciation and amortization | 118 | 16 | 637.5% | 147 | 37 | 297.3% |
| EBITDA | -25 | -341 | -92.7% | -43 | 6 | -816.7% |
The "Others" segment reached revenues of ARS 895 million and an operating loss of ARS 190 million in the first half of fiscal year 2020. During the same period of fiscal year 2019, it reached revenues of ARS 749 million and an operating loss of ARS 31 million. This is mainly due an increase in Epsilon and Bartan's income. Additionally, during the first half of the FY 2019 there were sales of associated companies while in the current period it did not register this kind of sales.
9
IRSA Inversiones y Representaciones Sociedad Anónima
Summary as of December 31, 2019
| Corporate (DIC, IDBD and Dolphin) ARS MM | IIQ 20 | IIQ 19 | YoY Var | 6M 20 | 6M 19 | YoY Var |
|---|---|---|---|---|---|---|
| Revenues | - | - | - | - | - | - |
| (Loss) / Profit from operations | -259 | 202 | -228.2% | -498 | -9 | 5,433.3% |
| Depreciation and amortization | - | - | - | - | - | - |
| EBITDA | -259 | 202 | -228.2% | -498 | -9 | 5,433.3% |
The "Corporate" segment reached in the six-month period of fiscal year 2020 an operating loss of ARS 498 million and for the same period of fiscal year 2019, an operating loss of ARS 9 million. This is mainly due to the fact that during the first half of fiscal year 2019 we had positive results from the sale of Shufersal shares.
Regarding “Clal”, the Group values its holding in the company as a financial asset at market value. The valuation of Clal's shares as of 12/31/2019 amounted to ARS 7,337 million.
XI. EBITDA by Operations Center (ARS million)
Operations Center in Argentina
| IIQ FY 20 | Shopping Malls | Offices | Sales and Developments | Hotels | International | Corporate | Others | Total |
|---|---|---|---|---|---|---|---|---|
| Profit / (loss) from operations | 702 | 4,178 | 2,538 | 241 | -61 | -177 | 180 | 7,601 |
| Depreciation and amortization | 72 | 21 | 5 | 91 | 1 | 2 | 22 | 214 |
| EBITDA | 774 | 4,199 | 2,543 | 332 | -60 | -175 | 202 | 7,815 |
| IIQ FY 19 | Shopping Malls | Offices | Sales and Developments | Hotels | International | Corporate | Others | Total |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Profit / (loss) from operations | -10,464 | 4,486 | 344 | 398 | -44 | -326 | -219 | -5,825 |
| Depreciation and amortization | 61 | 9 | 5 | 71 | 2 | 2 | -2 | 148 |
| EBITDA | -10,403 | 4,495 | 349 | 469 | -42 | -324 | -221 | -5,677 |
| EBITDA Var | -107.4% | -6.6% | 628.7% | -29.2% | 42.9% | -46.0% | -191.4% | -237.7% |
Israel Business Center
| IIQ FY 20 | Real Estate | Tele-communications | Others | Corporate | Total |
|---|---|---|---|---|---|
| Profit / (loss) from operations | 610 | -168 | -190 | -498 | -246 |
| Depreciations and amortizations | 61 | 6,467 | 147 | 0 | 6,675 |
| EBITDA | 671 | 6,299 | -43 | -498 | 6,429 |
| Net unrealized gain from fair value adjustment of investment<br>properties | - | - | - | - | - |
| Adjusted EBITDA | 671 | 6,299 | -43 | -498 | 6,429 |
10
IRSA Inversiones y Representaciones Sociedad Anónima
Summary as of December 31, 2019
| IIQ FY 19 | Real Estate | Tele-communications | Other | Corporate | Total |
|---|---|---|---|---|---|
| Profit / (loss) from operations | 2,399 | 43 | -31 | -9 | 2,402 |
| Depreciations and amortizations | 25 | 4,424 | 37 | 0 | 4,486 |
| EBITDA | 2,424 | 4,467 | 6 | -9 | 6,888 |
| Net unrealized gain from fair value adjustment of investment<br>properties | - | - | - | - | - |
| Adjusted EBITDA | 2,424 | 4,467 | 6 | -9 | 6,888 |
| EBITDA Var | -72.3% | 41.0% | -816.7% | 5,433.3% | -6.7% |
| Adjusted EBITDA Var | -72.3% | 41.0% | -816.7% | 5,433.3% | -6.7% |
XII. Reconciliation with Consolidated Statements of Income (ARS million)
Below is an explanation of the reconciliation of the company’s profit by segment with its Consolidated Statements of Income. The difference lies in the presence of joint ventures included in the segment but not in the Statements of Income.
| Total as per segment | Joint ventures* | Expenses and CPF | Elimination of inter-segment transactions | Total as per Statements of Income | |
|---|---|---|---|---|---|
| Revenues | 41,298 | -40 | 1,540 | -12 | 42,786 |
| Costs | -24,857 | 21 | -1,611 | 3 | -26,444 |
| Gross profit | 16,441 | -19 | -71 | -9 | 16,342 |
| Net loss from fair value adjustment of investment<br>properties | 3,977 | -253 | - | - | 3,724 |
| General and administrative expenses | -4,662 | 7 | - | 15 | -4,640 |
| Selling expenses | -5,765 | 4 | -25 | - | -5,786 |
| Other operating results, net | -2,636 | 14 | 71 | -6 | -2,557 |
| Profit from operations | 7,355 | -247 | -25 | - | 7,083 |
| Share of loss of associates and joint ventures | -1,852 | 181 | - | - | -1,671 |
| Profit before financial results and income tax | 5,503 | -66 | -25 | - | 5,412 |
*Includes Puerto Retiro, CYRSA, Nuevo Puerto Santa Fe and Quality (San Martín plot).
XIII. Financial Debt and Other Indebtedness
Operations Center in Argentina
The following table contains a breakdown of our indebtedness as of December 31, 2019:
| Description | Currency | Amount (1) | Interest Rate | Maturity |
|---|---|---|---|---|
| Bank overdrafts | ARS | 20.7 | Floating | < 360 days |
| Series II Non-Convertible Notes (USD) | USD | 71.4 | 11.50% | Jul-20 |
| Series II Non-Convertible Notes (CLP) | CLP | 42.1 | 10.50% | Aug-20 |
| Series I Non-Convertible Notes | USD | 181.5 | 10.00% | Nov-20 |
| Loan with IRSA CP | USD | 26.5 | - | Mar-22 |
| Other debt | USD | 26.5 | - | Feb-22 |
| IRSA’s Total Debt | 368.7 | |||
| Cash & Cash Equivalents + Investments (3) | USD | 1.2 | ||
| IRSA’s Net Debt | USD | 367.5 | ||
| Bank overdrafts | ARS | 7.9 | - | < 360 d |
| IRCP NCN Class IV(2) | USD | 133.9 | 5.0% | Sep-20 |
| PAMSA loan | USD | 35.0 | Fixed | Feb-23 |
| IRSA CP NCN Class II | USD | 360.0 | 8.75% | Mar-23 |
| IRSA CP’s Total Debt | 536.8 | |||
| Cash & Cash Equivalents + Investments (3) | 189.9 | |||
| IRSA CP’S Net Debt | 346.9 |
(1)
Principal amount in USD (million) at an exchange rate of ARS 59.89/USD, without considering accrued interest or eliminations of balances with subsidiaries.
(2)
Net of repurchase.
(3)
“Cash & Cash Equivalents plus Investments” includes Cash & Cash Equivalents and Investments in Current Financial Assets.
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IRSA Inversiones y Representaciones Sociedad Anónima
Summary as of December 31, 2019
Israel Business Center
Financial debt as of December 31, 2019:
| Indebtedness(1) | Net (NIS million) |
|---|---|
| IDBD’s Total Debt | 1,817 |
| DIC’s Total Debt | 2,875 |
(1) IDBD's cash balance includes a sum of NIS 192M as collateral for the equity-swap transaction
XIV. Subsequent Material Events
Operations Center in Argentina
October and December 2019: General Ordinary and Extraordinary Shareholders’ Meetings
At the General Ordinary and Extraordinary Shareholders’ Meeting held on October 30, 2019, the following matters, inter alia, were resolved:
●
Distribution of a dividend in kind for ARS 480 million in shares of IRSA Propiedades Comerciales, subsidiary of IRSA.
●
Fees payable to the Board of Directors and Supervisory Committee for fiscal year 2019 ended as of June 30, 2019.
●
Renewal of regular and alternate Directors due to expiration of their terms and appointment of three new independent directors. Acceptance of the resignation of a regular director.
●
Increase in the amount of the Global Note Program for up to USD 250 million. Delegation on the Board of Directors of the broadest powers to implement and determine the terms and conditions of the program
●
Stock Capital increase for up to par value of ARS 200 million through the issuance of up to 200 million common book-entry shares and delegation on the Board of Directors of the power to determine all the terms and conditions of the issuance.
●
Incentive plan for employees. management and directors to be integrated without premium for up to 1% of the Capital Stock.
On December 12, 2019, a new Shareholder’s meeting took place, approving the following matters:
● Consideration of the amendment of section twelfth article of the Bylaws.
● Determination of the number and consideration of appointment of regular and alternate directors for the term of three fiscal years.
November 2019: Dividend distribution
On November 14, 2019, the company distributed a dividend in kind in shares of IRSA Propiedades Comerciales S.A. (IRSA PC), a subsidiary of the Company, for up to the amount of ARS 480,000,000 charged to the fiscal year ended June 30, 2019
The dividend in kind corresponds to a gross dividend of 0.00404623926578 IRSA Propiedades Comerciales S.A.’s shares per each IRSA Inversiones y Representaciones Sociedad Anónima’s share (0.0404623926578 IRSA Propiedades Comerciales S.A.’s shares per IRSA Inversiones y Representaciones Sociedad Anónima’s GDS).
Operations Center in Israel
November and December 2019: Sale of Clal shares and Capital Increase
On May 2, 2019, IDBD had entered into an agreement with an unrelated buyer (a company owned by Eyal Lapidot) through which it granted an option to acquire Clal shares representing approximately 4.99% of its issued capital (and not less than 3%), at a price of NIS 47.7 per share. Subject to the exercise of the option by said buyer, the price would
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IRSA Inversiones y Representaciones Sociedad Anónima
Summary as of December 31, 2019
be paid 10% in cash and the rest through a loan that would be provided to the buyer by IDBD and / or by a related entity and / or by a banking corporation and / or financial institution, under the agreed conditions.
On November 7, 2019, IDB completed the sale transaction and the loan was granted by a financial entity. It should be clarified that the 2,771,309 Clal shares sold were subject to a swap transaction between IDB and a financial entity, which ended with the Company's notice to that entity.
On December 16, 2019, Clal made a public capital increase of 12,066,000 shares at a price of NIS 53.87 per share, from which IDB did not participate. Additionally, IDB sold 200,000 shares of Clal at a price of NIS 53.95 per share, representative of 0.3% of the new share capital.
On December 18, 2019, IDB sold 617,017 shares of Clal at a price of NIS 53.77 per share representative of 0.9% of the share capital.
At the date of issuance of the financial statements, IDBD holds on Clal an 8.5% directly and additionally a 7.1% through swap contracts.
February 2020: Dolphin Netherlands – Guarantee granted
After the end of the period, on February 4, 2020, Dolphin Netherlands granted financial entities, through which IDB carried out Clal's stock swap transactions in August and November 2018, guarantees for approximately NIS 11 million, which will be part of the committed deposits that IDB assumed as part of the terms of those transactions.
It should be noted that, in relation to Dolphin Netherlands' commitment to make capital injections in IDB in three equal annual payments of NIS 70 million each, on September 2, 2019, 2020 and 2021, it is reported that:
● If swap transactions conclude before the deadline of the second payment (September 2, 2020), the unrealized parts of the guarantees will be returned to Dolphin Netherlands, while the parts exercised of the guarantees until that date will be considered as part of the second payment, so Dolphin Netherlands will transfer the balance of that payment to IDB.
● If swap transactions remain active as of September 2, 2020, Dolphin Netherlands will inject the second payment into IDB and the guarantees will be returned.
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IRSA Inversiones y Representaciones Sociedad Anónima
Summary as of December 31, 2019
XV. Summarized Comparative Consolidated Balance Sheet
| (in ARS million) | 12.31.2019 | 06.30.2019 |
|---|---|---|
| Non-current assets | 323,322 | 419,430 |
| Current assets | 178,207 | 177,754 |
| Total assets | 501,529 | 597,184 |
| Capital and reserves attributable to the equity holders of the<br>parent | 34,340 | 40,357 |
| Non-controlling interest | 47,055 | 67,621 |
| Total shareholders’ equity | 81,395 | 107,978 |
| Non-current liabilities | 310,864 | 396,152 |
| Current liabilities | 109,270 | 93,054 |
| Total liabilities | 420,134 | 489,206 |
| Total liabilities and shareholders’ equity | 501,529 | 597,184 |
XVI. Summarized Comparative Consolidated Income Statement
| (in<br>ARS million) | 12.31.2019 | 12.31.2018 |
|---|---|---|
| Profit from operations | 7,083 | -3,264 |
| Share of profit of associates and joint ventures | -1,671 | -1,212 |
| Profit from operations before financing and taxation | 5,412 | -4,476 |
| Financial income | 536 | 728 |
| Financial cost | -10,487 | -10,152 |
| Other financial results | -5,084 | -238 |
| Inflation adjustment | 206 | -579 |
| Financial results, net | -14,829 | -10,241 |
| Profit before income tax | -9,417 | -14,717 |
| Income tax | -2,365 | 3,312 |
| Profit / (loss) for the period from continued<br>operations | -11,782 | -11,405 |
| (Loss) / Profit from discontinued operations after<br>taxes | 16,639 | 3,042 |
| Profit for the period | 4,857 | -8,363 |
| Other comprehensive income / (loss) for the period | 7,389 | 375 |
| Total comprehensive income / (loss) for the period | 12,246 | -7,988 |
| Attributable<br>to: | ||
| Equity holders of the parent | -3,902 | -8,380 |
| Non-controlling interest | 16,148 | 392 |
XVII. Summary Comparative Consolidated Cash Flow
| (in ARS million) | 12.31.2019 | 12.31.2018 |
|---|---|---|
| Net cash generated from operating activities | 16,780 | 10,578 |
| Net cash generated from investing activities | 13,819 | 255 |
| Net cash (used in) / generated from financing<br>activities | -45,787 | 1,265 |
| Net (decrease) / increase in cash and cash equivalents | -15,188 | 12,098 |
| Cash and cash equivalents at beginning of year | 76,098 | 73,045 |
| Cash and cash equivalents reclassified to held for<br>sale | -522 | -974 |
| Foreign exchange gain on cash and changes in fair value of cash<br>equivalents | 4,365 | -2,452 |
| Cash and cash equivalents at period-end | 64,753 | 81,717 |
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IRSA Inversiones y Representaciones Sociedad Anónima
Summary as of December 31, 2019
XVIII. Comparative Ratios
| (in ARS million) | 12.31.2019 | 12.31.2018 | ||
|---|---|---|---|---|
| Liquidity | ||||
| CURRENT ASSETS | 178,207 | 1.63 | 198,375 | 1.94 |
| CURRENT LIABILITIES | 109,270 | 102,027 | ||
| Indebtedness | ||||
| TOTAL LIABILITIES | 420,134 | 12.23 | 516,602 | 7.95 |
| SHAREHOLDERS’ EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF THE<br>PARENT | 34,340 | 64,991 | ||
| Solvency | ||||
| SHAREHOLDERS’ EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF THE<br>PARENT | 34,340 | 0.08 | 64,991 | 0.13 |
| TOTAL LIABILITIES | 420,134 | 516,602 | ||
| Capital<br>Assets | ||||
| NON-CURRENT ASSETS | 323,322 | 0.64 | 458,260 | 0.70 |
| TOTAL ASSETS | 501,529 | 656,635 |
XIX.
EBITDA Reconciliation
In this summary report we present EBITDA and Adjusted EBITDA. We define EBITDA as profit for the period excluding: (i) interest income, (ii) interest expense, (iii) income tax expense, and (iv) depreciation and amortization. We define Adjusted EBITDA as EBITDA minus (i) total financial results, net excluding interest expense, net (mainly foreign exchange differences, net gains/losses from derivative financial instruments; gains/losses of financial assets and liabilities at fair value through profit or loss; and other financial results, net) and minus (ii) share of profit of associates and joint ventures and minus (iii) net profit from fair value adjustment 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 from operations to EBITDA and Adjusted EBITDA for the periods indicated:
| For the six-month period ended December 31 (in ARS<br>million) | ||
|---|---|---|
| 2019 | 2018 | |
| Profit for the period | 4,857 | -8,363 |
| (Loss) / Profit from discontinued operations | -16,639 | -3,042 |
| Interest income | -443 | -436 |
| Interest expense | 9,997 | 9,907 |
| Income tax | 2,365 | -3,312 |
| Depreciation and amortization | 6,912 | 4,627 |
| EBITDA (unaudited) | 7,049 | -619 |
| Unrealized net gain from fair value adjustment of investment<br>properties | -3,721 | 9,081 |
| Share of profit of associates and joint ventures | 1,671 | 1,212 |
| Dividends earned | -75 | -66 |
| Foreign exchange differences net | -4,427 | -2,096 |
| (Gain) / loss from derivative financial<br>instruments | 185 | -525 |
| Fair value gains of financial assets and liabilities at fair value<br>through profit or loss | 2978 | -1,333 |
| Inflation adjustment | -206 | 579 |
| Other financial costs/income | 6,820 | 4,211 |
| Devaluation of Associates and joint ventures | 1,621 | 0 |
| Barter Agreements result | -239 | -403 |
| Adjusted EBITDA (unaudited) | 11,656 | 10,041 |
| Adjusted EBITDA Margin<br>(unaudited)(1) | 27.24% | 25.28% |
(1) Adjusted EBITDA margin is calculated as Adjusted EBITDA, divided by revenue from sales, rents and services
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IRSA Inversiones y Representaciones Sociedad Anónima
Summary as of December 31, 2019
XX. Brief comment on future prospects for the Fiscal Year
This Fiscal Year presents challenges in both operations centers: Argentina and Israel. The appreciation of international markets with respect to Argentina has become unstable as a result of the country's economic crisis and has influenced development expectations. Globally, we find the existence of trade conflicts between different countries and a slowdown in global growth that also has a negative impact on Latin America.
In this context, and only two months after the assumption of the new government, the economic outlook in our Argentine operations center remains uncertain. During the second semester of FY20, our subsidiary IRSA Propiedades Comerciales S.A. will keep working in order to optimize its operational efficiency, occupying its vacant sqm in Dot Baires Shopping due to Walmart's anticipated exit and will continue innovating in the latest technological trends to get closer to customers and visitors. Regarding office segment, IRCP plans to open the 9th office building of the portfolio, “200 Della Paolera”, located in Catalinas, one of the most premium corporate areas in Argentina. This building, of approximately 35,000 m2 of ABL, 318 parking lots, services and amenities, will become an emblematic icon of the city while having LEED Certification, which will validate the best environmental practices to transform operational standards of the building. The commercialization is progressing with a good occupancy forecast for its opening, scheduled for the last quarter of the FY 2020.
In relation to Israel Business Center, we will continue working in 2020 to improve the operating margins of each of the subsidiaries and to reduce their debt levels and the holding companies, while continuing selling Clal Insurance and those non-strategic assets of the portfolio. We rely on the value of this investment, from which we hope to obtain good results in the future.
On the national and international framework above mentioned, the Board of Directors of the Company will continue in the evaluation of 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, issuance of convertible notes or subscription options or a combination of these three instruments, all as recently approved by the shareholders meeting of 10/30/2019, repurchase of shares and instruments similar to those described that are useful to the proposed objectives.
Considering the quality of the real estate portfolio, the diversification of our business by segment and by country and the franchise of the company to access the capital market, we are confident to continue consolidating the best portfolio in Argentina and Israel.
Saúl Zang
First Vice-Chairman in exercise of
the presidency
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