Irsa Investments & Representations Inc 6-K, filed Apr 9, 2021
Irsa Investments & Representations Inc (IRS)
About this 6-K
Irsa Investments & Representations Inc filed this 6-K on April 9, 2021.
United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of April 2021.
Commission File Number 001-13542
IRSA Inversiones y Representaciones Sociedad Anónima
(Exact name of registrant as specified in its charter)
IRSA Investments and Representations Inc.
(Translation of registrant’s name into English)
Carlos Della Paolera 261
(C1001ADA) Ciudad Autónoma de Buenos Aires, Argentina
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached Form 6-K to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
TABLE OF CONTENTS
| Page | |
|---|---|
| Explanatory Note | 1 |
| Disclaimer Regarding Forward-Looking<br>Statements | 2 |
| Available<br>Information | 3 |
| Presentation of Financial<br>and Certain Other Information | 4 |
| Selected Consolidated<br>Financial Data | 7 |
| Local Exchange Market and Exchange<br>Rates | 16 |
| Information on the<br>Company | 17 |
| Operating and Financial<br>Review and Prospects | 57 |
| Directors, Senior Management and<br>Employees | 86 |
| Major Shareholders | 88 |
| Signatures | 91 |
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EXPLANATORY NOTE
IRSA Inversiones y Representaciones Sociedad Anónima (“IRSA,” the “Company,” “we,” “our” or “us”) is filing this report on Form 6-K (this “Form 6-K”) pursuant to SEC Financial Reporting Manual, Rule 6220.6, which requires that if financial information reporting revenues and income for an annual or interim period more current than otherwise required by Item 8 of Form 20-F is made available to shareholders, exchanges, or others in any jurisdiction, that information should be included in a registration statement. Pursuant to such rule, we are filing as Exhibit 99.1 to this Form 6-K our unaudited condensed interim consolidated financial statements as of December 31, 2020 and for the six-month periods ended December 31, 2020 and 2019. Note that (i) our audited consolidated financial statements as of June 30, 2020 and 2019 and for the fiscal years ended June 30, 2020, 2019 and 2018, and (ii) our unaudited condensed interim consolidated financial statements as of September 30, 2020 and for the three-month periods ended September 30, 2020 and 2019, as each were filed as exhibits to our Form 6-K filed on January 5, 2021, have not been further restated as of the measuring unit current as of December 31, 2020, pursuant to SEC Financial Reporting Manual, Rule 6720.5, which provides that if interim financial information more current than otherwise required by SEC rules is included in a registration statement solely to comply with Instruction 3 to Item 8.A.5 of Form 20-F, it is not required that prior periods be restated. This Form 6-K should be read in conjunction with our Form 6-K filed on January 5, 2021 and our annual report on Form 20-F filed on November 16, 2020.
IRSA’s audited consolidated financial statements as of June 30, 2020 and 2019 and for the fiscal years ended June 30, 2020, 2019 and 2018 included in Exhibit 99.1 to our Form 6-K filed on January 5, 2021 were recast to: (a) present the audited consolidated financial statements in the measuring unit current at the end of the reporting period as of September 30, 2020 (the most recent period for which financial statements were included in such Form 6-K); and (b) reflect IRSA’s loss of control of IDB Development Corporation, Ltd. (“IDBD”) and Discount Investment Corporation, Ltd. (“DIC”) on September 25, 2020 and, consequently, the deconsolidation of such investees since that date. See “Presentation of Financial and Certain Other Information.” Our Audited Consolidated Financial Statements included as Exhibit 99.1 to our Form 6-K filed on January 5, 2021 amend and replace in their entirety the audited consolidated financial statements of IRSA included in IRSA’s annual report on Form 20-F for the fiscal year ended June 30, 2020 (our “2020 Form 20-F”) originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 16, 2020, and the other information in such Form 6-K amends and replaces information set forth in our 2020 Form 20-F to the extent the information contained in our 2020 Form 20-F conflicts with the information contained therein.
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DISCLAIMER REGARDING FORWARD-LOOKING STATEMENTS
This Form 6-K includes forward-looking statements, principally under “Risk Factors,” “Information on the Company” and “Operating and Financial Review and Prospects.” We have based these forward-looking statements largely on our current beliefs, expectations and projections about future events and financial trends affecting our business. Many important factors, in addition to those discussed elsewhere in this Form 6-K, could cause our actual results to differ substantially from those anticipated in our forward-looking statements, including, among other things:
Factors that could cause actual results to differ materially and adversely include but are not limited to:
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changes in general economic, financial, business, political, legal, social or other conditions in Argentina and Latin America or changes in developed markets or emerging markets or both;
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changes in capital markets in general that may affect policies or attitudes toward lending to or investing in Argentina or Argentine companies, including volatility in domestic and international financial markets;
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inflation and deflation;
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ongoing economic impacts of the COVID-19 pandemic on the Argentine economy;
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measures adopted by the Argentine Government in response to the COVID-19 pandemic;
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impact on our business of the COVID-19 pandemic;
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economic consequences of the pandemic and the related impact on our business and financial condition;
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fluctuations in the exchanges rates of the peso and in the prevailing interest rates;
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increases in financing costs or our inability to obtain additional financing on attractive terms, which may limit our ability to fund existing operations and to finance new activities;
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current and future government regulation and changes in law or in the interpretation by Argentine courts;
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price fluctuations in the real estate market;
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political, civil and armed conflicts;
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adverse legal or regulatory disputes or proceedings;
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fluctuations and declines in the aggregate principal amount of Argentine public debt outstanding, default of sovereign debt;
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government intervention in the private sector and in the economy, including through nationalization, expropriation, labor regulation or other actions;
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restrictions on transfer of foreign currencies and other exchange controls;
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increased competition in the shopping mall sector, office or other commercial properties and related industries;
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potential loss of significant tenants at our shopping malls, offices or other commercial properties;
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our ability to take advantage of opportunities in the real estate market on a timely basis;
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restrictions on energy supply or fluctuations in prices of utilities in the Argentine market;
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our ability to meet our debt obligations;
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shifts in consumer purchasing habits and trends;
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technological changes and our potential inability to implement new technologies;
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deterioration in regional, national or global businesses and economic conditions;
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changes on the applicable regulations to currency exchange or transfers;
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incidents of government corruption that adversely impact the development of our real estate projects;
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fluctuations and declines in the exchange rate of the peso, the U.S. dollar against other currencies; and
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the risk factors discussed under “Risk Factors” in our 2020 Form 20-F.
You can identify forward-looking statements because they contain words such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “intends,” “plans,” “estimates,” “anticipates,” “could,” “target,” “projects,” “contemplates,” “potential,” “continue” or similar expressions. Forward-looking statements include information concerning our possible or assumed future results of operations, business strategies, financing plans, competitive position, industry environment, potential growth opportunities, the effects of future regulation and the effects of competition. Forward-looking statements speak only as of the date they were made, and we undertake no obligation to update publicly or to revise any forward-looking statements after we furnish this Form 6-K because of new information, future events or other factors. In light of the risks and uncertainties described above, the forward-looking events and circumstances discussed in this Form 6-K might not occur and are not guarantees of future performance.
You should not place undue reliance on such statements which speak only as of the date that they were made. These cautionary statements should be considered in connection with any written or oral forward-looking statements that we might issue in the future.
AVAILABLE INFORMATION
We file annual and current reports and other information with the SEC. You may obtain any report, information or other document we file electronically with the SEC at the SEC’s website (http://www.sec.gov) or at our website (http://www.irsa.com.ar). The information contained in our website is not incorporated by reference herein and does not form part of this Form 6-K.
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PRESENTATION OF FINANCIAL AND CERTAIN OTHER INFORMATION
In this Form 6-K, references to “IRSA,” the “Company,” “we,” “us” and “our” means IRSA Inversiones y Representaciones Sociedad Anónima and its consolidated subsidiaries, unless the context otherwise requires, or where we make clear that such term refers only to IRSA and not to its subsidiaries.
The terms “Argentine government” and “government” refer to the federal government of Argentina, the term “Central Bank” refers to the Banco Central de la República Argentina (the Argentine Central Bank), the terms “CNV” and “CNV Rules” refer to the Comisión Nacional de Valores (the Argentine National Securities Commission) and the rules issued by the CNV, respectively. In this Form 6-K, when we refer to “peso,” “pesos” or “ARS” we mean Argentine pesos, the legal currency of Argentina, and when we refer to “U.S. dollar,” “U.S. dollars” or “USD” we mean United States dollars, the legal currency of the United States.
References to “GDSs” are to the Global Depositary Shares, each representing 10 shares of our common stock, issued pursuant to the deposit agreement, dated as of March 18, 1997 (the “deposit agreement”), between us, The Bank of New York, as depositary (the “GDS Depositary”), and the owners and holders of the GDSs issued from time to time thereunder, and references to “GDRs” are to the Global Depositary Receipts, which represent the GDSs.
Financial Statements
We prepare and maintain our financial books and records in pesos and in conformity with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”), and the CNV Rules. Our fiscal year begins on July 1 and ends on June 30 of each year.
The following have been filed as exhibits to this Form 6-K:
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our unaudited condensed interim consolidated financial statements as of December 31, 2020 and for the six-month periods ended December 31, 2020 and 2019 (our “Q2 Unaudited Condensed Interim Consolidated Financial Statements” and, together with our Audited Consolidated Financial Statements and our Unaudited Condensed Interim Consolidated Financial statements as of September 30, 2020 and for the three-month periods ended Septeember 30, 2020 and 2019, our “Financial Statements”).
Our unaudited condensed interim consolidated financial statements have been approved by our Board of Directors on February 12, 2021.
Deconsolidation of IDBD and DIC
Prior to September 25, 2020, we managed our business and operations in Israel through our subsidiaries IDBD and DIC. On September 25, 2020, the District Court in Tel Aviv-Jaffa (the “Court”), in response to a petition from IDBD’s creditors, declared the insolvency of IDBD and initiated liquidation proceedings (the “Liquidation Proceedings”). The Court appointed a trustee for IDBD’s shares and receivers for DIC’s and Clal’s shares.
Under IFRS 10 “Consolidated Financial Statements” (“IFRS 10”), an investor controls an investee if and only if the investor has all the following: (a) power over the investee; (b) exposure, or rights, to variable returns from its involvement with the investee; and (c) the ability to use its power over the investee to affect the amount of the investor’s returns. Based on the facts and circumstances outlined above, our management believes that, as from September 25, 2020, IRSA lost control over IDBD and DIC (as this term is defined by IFRS 10). Accordingly, (a) our investment in IDBD and DIC has been deconsolidated in our Unaudited Condensed Interim Financial Statements as of September 30, 2020 and for the three-month periods ended September 30, 2020 and 2019, and (b) our Audited Consolidated Financial Statements have been restated to reflect the deconsolidation of IDBD and DIC.
Functional and Presentation Currency; Adjustment for Inflation
Our functional and presentation currency is the peso, and our Financial Statements filed as exhibits to this Form 6-K are presented in pesos.
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IAS 29, Financial Reporting in Hyperinflationary Economies (“IAS 29”) requires that the financial statements of an entity whose functional currency is one of a hyperinflationary economy be measured 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. This requirement also includes the comparative information of the financial statements.
In order to conclude that an economy is “hyperinflationary,” IAS 29 outlines a series of factors, including the existence of an accumulated inflation rate in three years that is approximately or exceeds 100%. As of July 1, 2018, Argentina reported a cumulative three-year inflation rate greater than 100% and therefore financial information published as from that date should be adjusted for inflation in accordance with IAS 29. Therefore, our Financial Statements and the financial information included in this Form 6-K have been presented in terms of the measuring unit current at the end of the reporting period as of September 30, 2020. For more information, see “—Financial Statements” and Note 2.1 to our Audited Consolidated Financial Statements.
Effective July 1, 2018, we adopted IFRS 15, Revenues from contracts with customers (“IFRS 15”) and IFRS 9, Financial instruments (“IFRS 9”) using the modified retrospective approach, so that the cumulative impact of the adoption was recognized in the retained earnings at the beginning of the fiscal year starting on July 1, 2018, and the comparative figures were consequently not modified. Accordingly, certain comparisons between periods may be affected. See Note 2.2 to our Audited Consolidated Financial Statements and “Operating Review and Prospects—New Accounting Pronouncements” for a more comprehensive discussion of the effects of the adoption of these new standards.
Currency Translations
We have translated some of the peso amounts contained in this Form 6-K into U.S. dollars for convenience purposes only. Unless otherwise specified or the context otherwise requires, the rate used to convert peso amounts to U.S. dollars is the seller exchange rate quoted by Banco de la Nación Argentina of ARS 84.15 per USD 1.00 as of December 31, 2020. The seller exchange rate quoted by Banco de la Nación Argentina was ARS 92.38 per USD 1.00 as of April 8, 2021. The U.S. dollar equivalent information presented in this Form 6-K is provided solely for the convenience of the reader and should not be construed as implying that the peso amounts represent, or could have been or could be converted into, U.S. dollars at such rates or at any other rate. See “Local Exchange Market and Exchange Rates” and “Risk Factors—Risks relating to Argentina—Continuing inflation may have an adverse effect on the economy and our business, financial condition and the results of our operations” in our 2020 Form 20-F.
Market Share Data
Information regarding market share in a specified region or area is based on data compiled by us from internal sources and from publications such as Bloomberg, the International Council of Shopping Centers, the Argentine Chamber of Shopping Centers (Cámara Argentina de Shopping Centers), and the INDEC.
Certain Measurements
In Argentina the standard measure of area in the real estate market is the sqm (m2, or “sqm”), while in the United States and certain other jurisdictions the standard measure of area is the square foot (sq. ft.). All units of area shown in this Form 6-K (e.g., gross leasable area of buildings (“GLA” or “gross leasable area”), and size of undeveloped land) are expressed in terms of sqm. One sqm is equal to approximately 10.8 square feet. One hectare is equal to approximately 10,000 sqm and to approximately 2.47 acres.
As used herein, GLA in the case of shopping malls refers to the total leasable area of the property, regardless of our ownership interest in such property (excluding common areas and parking and space occupied by supermarkets, hypermarkets, gas stations and co-owners, except where specifically stated).
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Rounding Adjustments
Certain numbers and percentages included in this Form 6-K have been subject to rounding adjustments. Accordingly, figures shown for the same category presented in various tables or other sections of this Form 6-K may vary slightly, and figures shown as totals in certain tables may not be the arithmetic aggregation of the figures that precede them.
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SELECTED CONSOLIDATED FINANCIAL DATA
The following table presents our selected financial data as of December 31, 2020 and 2019 and for the six-month periods ended December 31, 2020 and 2019. The selected interim consolidated statement of income and comprehensive income data and the selected interim consolidated statement of cash flow data for the six-month periods ended December 31, 2020 and 2019 and the selected interim consolidated statement of financial position data as of December 31, 2020 have been prepared in accordance with IAS 34, Interim Financial Reporting (“IAS 34”), as issued by the IASB and have been derived from our Q2 Unaudited Condensed Interim Consolidated Financial Statements included as an exhibit to this Form 6-K. The results of our operations for the six-month period ended December 31, 2020 are not necessarily indicative of the results to be expected for the full fiscal year ending June 30, 2021.
Our Q2 Unaudited Condensed Interim Consolidated Financial Statements and the selected financial information set forth below is presented in the measuring unit current at the end of the reporting period as of December 31, 2020 (the most recent period for which financial statements were included in this Form 6-K).
You should read the information below in conjunction with our Financial Statements, including the notes thereto.
Summarized Consolidated Financial and Other Information
| For the six months ended December 31 | |||
|---|---|---|---|
| 2020 | 2020 | 2019 | |
| (in millions of USD) (i) (ii) | (in millions of ARS; except per share data) | ||
| CONSOLIDATED STATEMENT OF INCOME AND OTHER COMPREHENSIVE<br>INCOME | |||
| Revenues | 59 | 4,951 | 10,916 |
| Costs | (31) | (2,629) | (4,006) |
| Gross profit | 28 | 2,322 | 6,910 |
| Net<br>gain from changes in fair value of investment<br>properties | 110 | 9,266 | 5,293 |
| General<br>and administrative expenses | (18) | (1,515) | (1,590) |
| Selling<br>expenses | (9) | (787) | (758) |
| Other<br>operating results, net | (1) | (109) | (1) |
| Profit from operations | 109 | 9,177 | 9,854 |
| Share<br>of loss of associates and joint ventures | (5) | (453) | (1,513) |
| Income before financial results and income tax | 104 | 8,724 | 8,341 |
| Finance<br>income | 1 | 68 | 148 |
| Finance<br>cost | (38) | (3,167) | (3,912) |
| Other<br>financial results | 38 | 3,164 | (5,769) |
| Inflation<br>adjustment | 14 | 1,171 | 331 |
| Financial results, net | 15 | 1,236 | (9,202) |
| Profit / (loss) before income tax | 119 | 9,960 | (861) |
| Income<br>tax expense | (48) | (4,004) | (2,720) |
| Profit / (loss) for the period from continuing<br>operations | 71 | 5,956 | (3,581) |
| Profit<br>/ (Loss) from discontinued operation | (85) | (7,120) | 10,192 |
| (Loss) / Profit / for the period | (14) | (1,164) | 6,611 |
| Other comprehensive income: | |||
| Items that may be reclassified subsequently to profit or<br>loss: | |||
| Currency<br>translation adjustment | — | (35) | (778) |
| Other<br>reserves | 3 | 285 | — |
| Other comprehensive income / (loss) from continued<br>operations | 3 | 250 | (778) |
| Other<br>comprehensive income / (loss) from discontinued<br>operations | (100) | (8,395) | 10,838 |
| Tota other comprehensive income / (loss) for the year | (97) | (8,145) | 10,060 |
| Total comprehensive income / (loss) for the year | (111) | (9,309) | 16,671 |
| Total<br>comprehensive income / (loss) from continued<br>operations | 74 | 6,206 | (4,359) |
| Total<br>comprehensive income / (loss) from discontinued<br>operations | (185) | (15,515) | 21,030 |
| Total comprehensive income / (loss) for the year | (111) | (9,309) | 16,671 |
| (Loss) / profit for the period attributable to: |
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| Equity<br>holders of the parent | (7) | (584) | (1,936) |
|---|---|---|---|
| Non-controlling<br>interest | (7) | (580) | 8,547 |
| Profit / (loss) from continued operation attributable<br>to: | |||
| Equity<br>holders of the parent | 60 | 5,054 | (3,800) |
| Non-controlling<br>interest | 11 | 902 | 219 |
| Total comprehensive income / (loss) attributable to: | |||
| Equity<br>holders of the parent | (40) | (3,356) | (5,314) |
| Non-controlling<br>interest | (71) | (5,953) | 21,985 |
| Total comprehensive income / (loss) from continued operation<br>attributable to: | |||
| Equity<br>holders of the parent | 105 | 8,789 | 14,421 |
| Non-controlling<br>interest | (31) | (2,583) | (18,780) |
| Profit per common share from continued operation attributable to<br>equity holders of the parent: | |||
| Basic | (0.01) | (1.02) | (3.37) |
| Diluted | (0.01) | (1.02) | (3.37) |
| Total profit per common share attributable to equity holders of the<br>parent: | |||
| Basic | 0.10 | 8.79 | (6.61) |
| Diluted | 0.10 | 8.76 | (6.61) |
| For the six months ended December 31 | |||
| --- | --- | --- | --- |
| 2020 | 2020 | 2019 | |
| (in millions of USD) (i) (ii) | (in millions of ARS; except per share data) | ||
| CASH FLOW DATA | |||
| Net<br>cash generated from operating activities | 52 | 4,403 | 22,844 |
| Net<br>cash generated from investing activities | 611 | 51,381 | 18,815 |
| Net<br>cash used in financing activities | (468) | (39,357) | (62,336) |
| As of December 31 | |||
| --- | --- | --- | --- |
| 2020 | 2020 | 2019 | |
| (in millions of USD) (i) (ii) | (in millions of ARS; except per share data) | ||
| CONSOLIDATED STATEMENT OF FINANCIAL POSITION | |||
| ASSETS | 12.31.2020 | 12.31.2020 | 06.30.2020 |
| Non-current assets | |||
| Investment<br>properties | 1,953 | 164,276 | 272,713 |
| Property,<br>plant and equipmen | 40 | 3,330 | 45,219 |
| Trading<br>properties | 18 | 1,476 | 5,820 |
| Intangible<br>assets | 16 | 1,315 | 33,299 |
| Right-of-use<br>assets | 8 | 680 | 23,801 |
| Investment<br>in associates and joint ventures | 162 | 13,580 | 89,161 |
| Deferred<br>income tax assets | 3 | 214 | 759 |
| Income<br>tax and Minimum Presumed Income Tax credit | - | 25 | 30 |
| Restricted<br>assets | - | - | 2,242 |
| Trade<br>and other receivables | 27 | 2,242 | 27,719 |
| Investments<br>in financial assets | 9 | 772 | 4,210 |
| Derivative<br>financial instruments | - | - | 170 |
| Total non-current assets | 2,236 | 187,910 | 505,143 |
| Current Assets | |||
| Trading<br>properties | 1 | 52 | 2,776 |
| Inventories | 1 | 69 | 5,613 |
| Restricted<br>assets | - | - | 7,441 |
| Income<br>tax credit | 2 | 146 | 368 |
| Group<br>of assets held for sale | - | - | 49,951 |
| Trade<br>and other receivables | 89 | 7,609 | 44,516 |
| Investments<br>in financial assets | 33 | 2,732 | 23,291 |
| Financial<br>assets and other assets held for sale | - | - | 4,047 |
| Derivative<br>financial instruments | - | 6 | 253 |
| Cash<br>and cash equivalents | 19 | 1,605 | 108,294 |
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| Total Current Assets | 145 | 12,219 | 246,550 |
|---|---|---|---|
| TOTAL ASSETS | 2,381 | 200,129 | 751,693 |
| SHAREHOLDERS’ EQUITY | |||
| Capital y reservas atribuible a los accionistas de la sociedad<br>controlante | |||
| Share<br>capital | 7 | 575 | 575 |
| Treasury<br>stock | - | 2 | 2 |
| Inflation<br>adjustment of share capital and treasury stock | 194 | 16,335 | 16,335 |
| Share<br>premium | 207 | 17,426 | 17,426 |
| Additional<br>paid-in capital from treasury stock | 1 | 116 | 114 |
| Legal<br>reserve | 16 | 1,333 | 581 |
| Special<br>reserve | 134 | 11,271 | 11,271 |
| Other<br>reserves | 281 | 23,522 | 7,064 |
| Retained<br>earnings | (6) | (473) | 15,098 |
| Total capital and reserves attributable to equity holders of the<br>parent | 834 | 70,107 | 68,466 |
| Non-controlling<br>interest | 264 | 22,174 | 78,535 |
| TOTAL SHAREHOLDERS’ EQUITY | 1,098 | 92,281 | 147,001 |
| LIABILITIES | |||
| Non-current liabilities | |||
| Trade<br>and other payables | 17 | 1,440 | 2,600 |
| Lease<br>liabilities | 9 | 725 | 16,031 |
| Borrowings | 488 | 40,942 | 356,932 |
| Derivative<br>financial instruments | - | 22 | 66 |
| Deferred<br>income tax liabilities | 502 | 42,177 | 52,778 |
| Employee<br>benefits | - | - | 536 |
| Salaries<br>and social security liabilities | - | 31 | 234 |
| Provisions | 1 | 120 | 3,671 |
| Total non-current liabilities | 1,017 | 85,457 | 432,848 |
| Current liabilities | |||
| Trade<br>and other payables | 86 | 7,206 | 35,562 |
| Group<br>of liabilities held for sale | - | - | 26,621 |
| Lease<br>liabilities | 1 | 59 | 5,835 |
| Salaries<br>and social security liabilities | 4 | 376 | 4,920 |
| Borrowings | 172 | 14,531 | 93,891 |
| Derivative<br>financial instruments | 1 | 78 | 1,342 |
| Provisions | 2 | 135 | 2,924 |
| Income<br>tax and minimum presumed income tax ("MPIT")<br>liabilities | - | 6 | 749 |
| Total current liabilities | 266 | 22,391 | 171,844 |
| TOTAL LIABILITIES | 1,283 | 107,848 | 604,692 |
| TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES | 2,381 | 200,129 | 751,693 |
| 2020 | 2020 | 2019 | |
| --- | --- | --- | --- |
| OTHER FINANCIAL DATA | (in millions of USD) (i) (ii) | (in millions of ARS; except per share data) | |
| Basic<br>net (loss)/ income per common share from continuing operations<br>(1) | (0.01) | (1.02) | (3.37) |
| Diluted<br>net (loss)/ income per common share from continuing operations<br>(2) | (0.01) | (1.02) | (3.37) |
| Basic<br>net (loss)/ income per GDS from continuing operations (1)<br>(3) | (0.12) | (10.20) | (33.70) |
| Diluted<br>net (loss)/ income per GDS from continuing operations (2)<br>(3) | (0.12) | (10.20) | (33.70) |
| Basic<br>net (loss)/ income per common share | 0.10 | 8.79 | (6.61) |
| Diluted<br>net (loss)/ income per common share | 0.10 | 8.76 | (6.61) |
| Basic<br>net (loss)/ income per GDS | 1.05 | 87.90 | (66.10) |
| Diluted<br>net (loss)/ income per GDS | 1.04 | 87.60 | (66.10) |
| Diluted<br>weighted – average number of common shares | 578,676,471 | 578,676,471 | 578,676,471 |
| Depreciation<br>and amortization | 3 | 229 | 318 |
| Capital<br>expenditures | 21 | 1,745 | 6,612 |
| Working<br>capital | (121) | (10,172) | 74,706 |
| Ratio<br>of current assets to current liabilities | 0.01 | 0.55 | 1.43 |
| Ratio<br>of shareholders’ equity to total liabilities | 0.01 | 0.86 | 0.24 |
| Ratio<br>of non current assets to total assets | 0.01 | 0.94 | 0.67 |
| Dividend<br>paid | 25 | 2,064 | 276 |
| Dividends<br>per common share | 0.04 | 3.59 | 0.48 |
| Dividends<br>per GDS | 0.43 | 35.90 | 4.80 |
| Number<br>of common shares outstanding | 576,453,601 | 576,453,601 | 574,940,605 |
| Capital<br>Stock | 575 | 575 | 575 |
(i)
Totals may not sum due to rounding.
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TABLE OF CONTENTS
(ii)
Solely for the convenience of the reader we have translated peso amounts into U.S. dollars at the seller exchange rate quoted by Banco de la Nación Argentina as of December 31, 2020, which was ARS 84.15 per USD 1.00. We make no representation that the peso or U.S. dollar amounts actually represent, could have been or could be converted into U.S. dollars at the rates indicated, at any particular rate or at all. See “Local Exchange Market and Exchange Rates.” Totals may not sum due to rounding.
(1)
Basic net income per share is calculated by dividing the net income available to holders of common shares for the period / year by the weighted average number of shares outstanding during the period / year.
(2)
Diluted net income per share is calculated by dividing the net income for the year by the weighted average number of ordinary shares including treasury shares.
(3)
Determined by multiplying the amounts per share by ten (one GDS is equal to ten common shares). Dividend amounts, corresponding to fiscal years ending on June 30 of each year, are determined by the annual shareholders’ meeting, which takes place in October of each year.
The following table presents our selected financial data as of September 30, 2020 and for the three-month period ended September 30, 2020, restated as of the measuring unit current as of December 31, 2020, by applying the change in the Argentine consumer price index during the fourth quarter of 2020. The selected financial data as of September 30, 2020 have been prepared in accordance with IAS 34, Interim Financial Reporting (“IAS 34”), as issued by the IASB, and have been derived from our financial statements filed as Exhibit 99.2 to our Form 6-K filed on January 5, 2021. The results of our operations for the three-month period ended September 30, 2020 are not necessarily indicative of the results to be expected for the full fiscal year ending June 30, 2021.
| For<br>the three monthsended September 30, | ||
|---|---|---|
| 2020 | ||
| (in<br>millions of ARS; except per share data) | ||
| Restated for<br>inflation as of Dec 31, 2020 (i) | Restated for<br>inflation as of Sept 30, 2020 | |
| CONSOLIDATED<br>STATEMENT OF INCOME AND OTHER COMPREHENSIVE INCOME | ||
| Revenues | 1,791 | 1,609 |
| Costs | (1,221) | (1,097) |
| Gross<br>profit | 570 | 512 |
| Net gain from<br>changes in fair value of investment properties | 26,818 | 24,089 |
| General and<br>administrative expenses | (717) | (644) |
| Selling<br>expenses | (501) | (450) |
| Other operating<br>results, net | (20) | (18) |
| Profit<br>from operations | 26.150 | 23,489 |
| Share of profit of<br>associates and joint ventures | 164 | 147 |
| Income<br>before financial results and income tax | 26,314 | 23,636 |
| Finance<br>income | 62 | 56 |
| Finance<br>cost | (1,773) | (1,593) |
| Other financial<br>results | 695 | 624 |
| Inflation<br>adjustment | (32) | (29) |
| Financial<br>results, net | (1,048) | (942) |
| Profit<br>before income tax | 25,266 | 22,694 |
| Income tax<br>expense | (8,859) | (7,958) |
| Profit<br>from continuing operations | 16,407 | 14,736 |
| Profit / (Loss)<br>from discontinued operation | (7,120) | (6,396) |
| Profit<br>/ (Loss) for the period | 9,287 | 8,340 |
| Other<br>comprehensive income (loss): | ||
| Items that may be reclassified subsequently to profit or<br>loss: | ||
| Currency<br>translation adjustment | (6,494) | (5,833) |
| Net change in fair<br>value of hedging instruments | — | — |
| Revaluation<br>reserve | 2,175 | 1,954 |
| Items that may not be reclassified subsequently to profit or loss,<br>net of income tax | ||
| Actuarial loss from<br>defined benefit plans | — | — |
| Other<br>comprehensive income / (loss) from continuing<br>operations | (4,319) | (3,879) |
| Other comprehensive<br>income / (loss) from discontinued operations | (5,337) | (4,794) |
| Total<br>other comprehensive income / (loss) for the<br>period | (9,656) | (8,673) |
| Total<br>comprehensive income / (loss) for the period | (369) | (333) |
| Total comprehensive<br>income / (loss) from continuing operations | 12,087 | 10,857 |
| Total comprehensive<br>income / (loss) from discontinued operations | (12,457) | (11,190) |
| Total<br>comprehensive income / (loss) for the period | (370) | (333) |
| Total<br>comprehensive income / (loss) attributable to: | ||
| Equity holders of<br>the parent | 3,245 | 2,914 |
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TABLE OF CONTENTS
| Non-controlling<br>interest | (3,615) | (3,247) |
|---|---|---|
| Profit<br>/ (loss) from continuing operations attributable to: | ||
| Equity holders of<br>the parent | 13,004 | 11,679 |
| Non-controlling<br>interest | 3,403 | 3,057 |
| Total<br>profit / (loss) attributable to: | ||
| Equity holders of<br>the parent | 7,367 | 6,615 |
| Non-controlling<br>interest | 1,920 | 1,725 |
| Profit<br>/ (loss) per common share from continuing operations attributable<br>to equity holders of the parent: | ||
| Basic | 12.80 | 11.50 |
| Diluted | 12.71 | 11.42 |
| Total<br>profit / (loss) per common share attributable to equity holders of<br>the parent: | ||
| Basic | 22.61 | 20.31 |
| Diluted | 22.45 | 20.17 |
| Total<br>comprehensive income / (loss) from continued operation attributable<br>to: | ||
| Equity holders of<br>the parent | 16,737 | 15,034 |
| Non-controlling<br>interest | (4,650) | (4,177) |
| CASH<br>FLOW DATA | ||
| Net cash generated<br>by / (used in) operating activities | 3,743 | 3,362 |
| Net cash generated<br>by / (used in) investing activities | 46,135 | 41,441 |
| Net cash generated<br>by / (used in) financing activities | 19,659 | 17,659 |
| As<br>of September 30, | ||
| --- | --- | --- |
| 2020 | ||
| (in<br>millions of ARS) | ||
| Restated for<br>inflation as of Dec 31, 2020 (i) | Restated for<br>inflation as of Sept 30, 2020 | |
| CONSOLIDATED<br>STATEMENT OF FINANCIAL POSITION | ||
| ASSETS | ||
| Non-current<br>assets | ||
| Investment<br>properties | 185,335 | 166,478 |
| Property, plant and<br>equipment | 2,603 | 2,338 |
| Trading<br>properties | 1,478 | 1,328 |
| Intangible<br>assets | 1,320 | 1,186 |
| Right-of-use<br>assets | 691 | 621 |
| Investment in<br>associates and joint ventures | 14,159 | 12,718 |
| Deferred income tax<br>assets | 165 | 148 |
| Income tax and<br>Minimum Presumed Income Tax credit | 29 | 26 |
| Restricted<br>assets | — | — |
| Trade and other<br>receivables | 2,094 | 1,881 |
| Employee<br>benefits | — | — |
| Investments in<br>financial assets | 563 | 506 |
| Financial assets<br>and other assets held for sale | — | — |
| Derivative<br>financial instruments | — | — |
| Total non-current assets | 208,437 | 187,230 |
| Current<br>Assets | ||
| Trading<br>properties | 243 | 218 |
| Inventories | 72 | 65 |
| Restricted<br>assets | 9 | 8 |
| Income tax<br>credit | 117 | 105 |
| Group of assets<br>held for sale | — | — |
| Trade and other<br>receivables | 5,564 | 4,998 |
| Investments in<br>financial assets | 3,761 | 3,378 |
| Financial assets<br>and other assets held for sale | — | — |
| Derivative<br>financial instruments | 18 | 16 |
| Cash and cash<br>equivalents | 4,895 | 4,397 |
| Total<br>Current Assets | 14,679 | 13,185 |
| TOTAL<br>ASSETS | 223,116 | 200,415 |
| SHAREHOLDERS’<br>EQUITY | ||
| Shareholders’<br>equity attributable to equity holders of the parent | ||
| Share<br>capital | 575 | 575 |
| Treasury<br>stock | 2 | 2 |
| Inflation<br>adjustment of share capital and treasury stock | 16,336 | 14,615 |
| Share<br>premium | 17,426 | 15,653 |
| Additional paid-in<br>capital from treasury stock | 116 | 104 |
| Legal<br>reserve | 581 | 522 |
| Special<br>reserve | 11,271 | 10,124 |
| Other<br>reserves | 9,577 | 8,603 |
| Retained<br>earnings | 22,462 | 20,177 |
| Total capital and reserves attributable to<br>equity holders of the parent | 78,346 | 70,375 |
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TABLE OF CONTENTS
| Non-controlling<br>interest | 26,010 | 23,364 |
|---|---|---|
| TOTAL<br>SHAREHOLDERS’ EQUITY | 104,356 | 93,739 |
| LIABILITIES | ||
| Non-current<br>liabilities | ||
| Trade and other<br>payables | 1,943 | 1,745 |
| Lease<br>liabilities | 652 | 586 |
| Borrowings | 35,588 | 31,967 |
| Derivative<br>financial instruments | 32 | 29 |
| Deferred income tax<br>liabilities | 46,892 | 42,121 |
| Employee<br>benefits | — | — |
| Salaries and social<br>security liabilities | 37 | 33 |
| Provisions | 161 | 145 |
| Total<br>non-current liabilities | 85,305 | 76,626 |
| Current<br>liabilities | ||
| Trade and other<br>payables | 5,574 | 5,007 |
| Lease<br>liabilities | — | — |
| Group of<br>liabilities held for sale | 155 | 139 |
| Salaries and social<br>security liabilities | 263 | 235 |
| Borrowings | 27,243 | 24,471 |
| Derivative<br>financial instruments | 67 | 60 |
| Provisions | 120 | 108 |
| Income tax and<br>minimum presumed income tax (“MPIT”)<br>liabilities | 33 | 30 |
| Total<br>current liabilities | 33,455 | 30,050 |
| TOTAL<br>LIABILITIES | 118,760 | 106,676 |
| TOTAL<br>SHAREHOLDERS’ EQUITY AND LIABILITIES | 223,116 | 200,415 |
| As<br>of and for the three months ended September 30, | ||
| --- | --- | --- |
| 2020 | ||
| (in<br>millions of ARS; except for number of shares, per share and GDS<br>data and ratios) | ||
| Restated for<br>inflation as of Dec 31, 2020 (i) | Restated for<br>inflation as of Sept 30, 2020 | |
| OTHER<br>FINANCIAL DATA | ||
| Basic net (loss)/<br>income per common share from continuing operations(1) | 12.80 | 11.50 |
| Diluted net (loss)/<br>income per common share from continuing operations(2) | 12.71 | 11.42 |
| Basic net (loss)/<br>income per GDS from continuing operations(1)<br>(3) | 128.00 | 115.00 |
| Diluted net (loss)/<br>income per GDS from continuing operations(2)<br>(3) | 127.10 | 114.20 |
| Basic net (loss)/<br>income per common share | 22.61 | 20.31 |
| Diluted net (loss)/<br>income per common share | 22.45 | 20.17 |
| Basic net (loss)/<br>income per GDS | 226.10 | 203.10 |
| Diluted net (loss)/<br>income per GDS | 224.50 | 201.70 |
| Diluted weighted<br>– average number of common shares | 578,676,471 | 578,676,471 |
| Depreciation and<br>amortization | 136 | 122 |
| Capital<br>expenditures | 1,338 | 1,202 |
| Working<br>capital | (18,776) | (16,865) |
| Ratio of current<br>assets to current liabilities | 0.44 | 0.44 |
| Ratio of<br>shareholders’ equity to total liabilities | 0.88 | 0.88 |
| Ratio of<br>non-current assets to total assets | 0.93 | 0.93 |
| Dividend<br>paid | — | — |
| Dividends per<br>common share | — | — |
| Dividends per<br>GDS | — | — |
| Number of common<br>shares outstanding | 576,056,589 | 576,056,589 |
| Capital<br>Stock | 575 | 575 |
(i)
Figures restated to the measuring unit current as of December 31, 2020, by application of the change in the Argentine consumer price index during the fourth quarter of 2020. Financial data is derived from our unaudited financial statements filed as exhibits to our Form 6-K filed on January 5, 2021.
(1)
Basic net income per share is calculated by dividing the net income available to holders of common shares for the period / year by the weighted average number of shares outstanding during the period / year.
(2)
Diluted net income per share is calculated by dividing the net income for the year by the weighted average number of ordinary shares including treasury shares.
(3)
Determined by multiplying the amounts per share by ten (one GDS is equal to ten common shares). Dividend amounts, corresponding to fiscal years ending on June 30 of each year, are determined by the annual shareholders’ meeting, which takes place in October of each year.
The following table presents our selected financial data as of June 30, 2020 and for the year ended June 30, 2020, restated as of the measuring unit current as of December 31, 2020, by applying the change in the Argentine consumer price index during the fourth quarter of 2020. The selected financial data as of June 30, 2020 have been prepared in accordance with IAS 34, Interim Financial Reporting (“IAS 34”), as issued by the IASB, and have been derived from our financial statements filed as Exhibit 99.1 to our Form 6-K filed on January 5, 2021.
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TABLE OF CONTENTS
| For<br>the fiscal year endedJune 30, | ||
|---|---|---|
| 2020 | ||
| (in<br>millions of ARS<br><br><br>millions<br>of ARS; except per share data) | ||
| Restated for<br>inflation as of Dec 31, 2020 (i) | Restated for<br>inflation as of Sept 30, 2020 | |
| CONSOLIDATED<br>STATEMENT OF INCOME AND OTHER COMPREHENSIVE INCOME | ||
| Revenues | 16,966 | 15,240 |
| Costs | (7,079) | (6,359) |
| Gross<br>profit | 9,887 | 8,881 |
| Net gain from<br>changes in fair value of investment properties | 40,426 | 36,313 |
| General and<br>administrative expenses | (2,633) | (2,365) |
| Selling<br>expenses | (1,454) | (1,306) |
| Other operating<br>results, net | (27) | (24) |
| Profit<br>from operations | 46,199 | 41,499 |
| Share of profit of<br>associates and joint ventures | 8,651 | 7,771 |
| Income<br>before financial results and income tax | 54,850 | 49,270 |
| Finance<br>income | 255 | 229 |
| Finance<br>cost | (7,380) | (6,629) |
| Other financial<br>results | (7,411) | (6,657) |
| Inflation<br>adjustment | 108 | 97 |
| Financial<br>results, net | (14,428) | (12,960) |
| Profit<br>before income tax | 40,422 | 36,310 |
| Income tax<br>expense | (8,033) | (7,216) |
| Profit<br>/ (Loss) from continuing operations | 32,389 | 29,094 |
| Profit / (Loss)<br>from discontinued operation | (3,948) | (3,546) |
| Profit<br>/ (Loss) for the year | 28,441 | 25,548 |
| Other<br>comprehensive income (loss): | ||
| Items that may be reclassified subsequently to profit or<br>loss: | ||
| Currency<br>translation adjustment | 579 | 520 |
| Net change in fair<br>value of hedging instruments | — | — |
| Revaluation<br>reserve | — | — |
| Items that may not be reclassified subsequently to profit or loss,<br>net of income tax | ||
| Actuarial loss from<br>defined benefit plans | — | — |
| Other<br>comprehensive income / (loss) from continuing<br>operations | 579 | 520 |
| Other comprehensive<br>income / (loss) from discontinued operations | 16,419 | 14,748 |
| Total<br>other comprehensive income / (loss) for the year | 16,998 | 15,268 |
| Total<br>comprehensive income / (loss) for the year | 45,439 | 40,816 |
| Total comprehensive<br>income / (loss) from continuing operations | 32,968 | 29,614 |
| Total comprehensive<br>income / (loss) from discontinued operations | 12,471 | 11,202 |
| Total<br>comprehensive income / (loss) for the year | 45,439 | 40,816 |
| Total<br>profit / (loss) attributable to: | ||
| Equity holders of<br>the parent | 17,077 | 15,340 |
| Non-controlling<br>interest | 11,364 | 10,208 |
| Profit<br>/ (loss) from continuing operations attributable to: | ||
| Equity holders of<br>the parent | 24,564 | 22,065 |
| Non-controlling<br>interest | 7,825 | 7,029 |
| Total<br>comprehensive income / (loss) attributable to: | ||
| Equity holders of<br>the parent | 15,897 | 14,280 |
| Non-controlling<br>interest | 29,542 | 26,536 |
| Total<br>comprehensive income / (loss) from continued operation attributable<br>to: | ||
| Equity holders of<br>the parent | 25,143 | 22,585 |
| Non-controlling<br>interest | 7,825 | 7,029 |
| Total<br>profit / (loss) per common share attributable to equity holders of<br>the parent: | ||
| Basic | 42.69 | 38.35 |
| Diluted | 42.44 | 38.12 |
| Profit<br>/ (loss) per common share from continuing operations attributable<br>to equity holders of the parent: | ||
| Basic | 29.68 | 26.66 |
| Diluted | 29.50 | 26.50 |
| CASH<br>FLOW DATA | ||
| Net cash generated<br>by / (used in) operating activities | 37,289 | 33,495 |
| Net cash generated<br>by / (used in) investing activities | 48,711 | 43,755 |
| Net cash generated<br>by / (used in) financing activities | (91,235) | (81,952) |
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TABLE OF CONTENTS
| For<br>the fiscal year endedJune 30, | ||
|---|---|---|
| 2020 | ||
| (in<br>millions of ARS) | ||
| Restated for<br>inflation as of Dec 31, 2020 (i) | Restated for<br>inflation as of Sept 30, 2020 | |
| CONSOLIDATED<br>STATEMENT OF FINANCIAL POSITION | ||
| ASSETS | ||
| Non-current<br>assets | ||
| Investment<br>properties | 272,713 | 244,966 |
| Property, plant and<br>equipment | 45,219 | 40,618 |
| Trading<br>properties | 5,820 | 5,228 |
| Intangible<br>assets | 33,299 | 29,911 |
| Right-of-use<br>assets | 23,801 | 21,379 |
| Investment in<br>associates and joint ventures | 89,161 | 80,089 |
| Deferred income tax<br>assets | 758 | 681 |
| Income tax and<br>Minimum Presumed Income Tax credit | 30 | 27 |
| Restricted<br>assets | 2,242 | 2,014 |
| Trade and other<br>receivables | 27,718 | 21,379 |
| Employee<br>benefits | — | — |
| Investments in<br>financial assets | 4,210 | 3,782 |
| Financial assets<br>and other assets held for sale | — | — |
| Derivative<br>financial instruments | 170 | 153 |
| Total non-current assets | 505,141 | 453,746 |
| Current<br>Assets | ||
| Trading<br>properties | 2,775 | 2,493 |
| Inventories | 5,612 | 5,041 |
| Restricted<br>assets | 7,441 | 6,684 |
| Income tax<br>credit | 368 | 331 |
| Group of assets<br>held for sale | 49,950 | 44,868 |
| Trade and other<br>receivables | 44,515 | 39,986 |
| Investments in<br>financial assets | 23,292 | 20,922 |
| Financial assets<br>and other assets held for sale | 4,048 | 3,636 |
| Derivative<br>financial instruments | 253 | 227 |
| Cash and cash<br>equivalents | 108,295 | 97,276 |
| Total<br>Current Assets | 246,549 | 221,464 |
| TOTAL<br>ASSETS | 751,690 | |
| SHAREHOLDERS’<br>EQUITY | ||
| Shareholders’<br>equity attributable to equity holders of the parent | ||
| Share<br>capital | 575 | 575 |
| Treasury<br>stock | 2 | 2 |
| Inflation<br>adjustment of share capital and treasury stock | 16,335 | 14,614 |
| Share<br>premium | 17,426 | 15,653 |
| Additional paid-in<br>capital from treasury stock | 112 | 101 |
| Legal<br>reserve | 581 | 522 |
| Special<br>reserve | 11,267 | 10,121 |
| Other<br>reserves | 7,067 | 6,348 |
| Retained<br>earnings | 15,100 | 13,564 |
| Total capital and reserves attributable to<br>equity holders of the parent | 68,465 | 61,500 |
| Non-controlling<br>interest | 78,535 | 70,544 |
| TOTAL<br>SHAREHOLDERS’ EQUITY | 147,000 | 132,044 |
| LIABILITIES | ||
| Non-current<br>liabilities | ||
| Trade and other<br>payables | 2,599 | 2,335 |
| Lease<br>liabilities | 16,031 | 14,400 |
| Borrowings | 356,932 | 320,616 |
| Derivative<br>financial instruments | 66 | 59 |
| Deferred income tax<br>liabilities | 52,778 | 47,408 |
| Employee<br>benefits | 535 | 481 |
| Salaries and social<br>security liabilities | 234 | 210 |
| Provisions | 3,670 | 3,297 |
| Total<br>non-current liabilities | 432,845 | 388,806 |
| Current<br>liabilities | ||
| Trade and other<br>payables | 35,561 | 31,943 |
| Lease<br>liabilities | 26,621 | 23,912 |
| Group of<br>liabilities held for sale | 5,826 | 5,242 |
| Salaries and social<br>security liabilities | 4,919 | 4,419 |
| Borrowings | 93,891 | 84,338 |
| Derivative<br>financial instruments | 1,343 | 1,206 |
| Provisions | 2,925 | 2,627 |
| Income tax and<br>minimum presumed income tax (“MPIT”)<br>liabilities | 749 | 673 |
| Total<br>current liabilities | 171,845 | 154,360 |
| TOTAL<br>LIABILITIES | 604,690 | 543,166 |
| TOTAL<br>SHAREHOLDERS’ EQUITY AND LIABILITIES | 751,690 | 675,210 |
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TABLE OF CONTENTS
| As<br>of and for the fiscal year endedJune 30, | ||
|---|---|---|
| 2020 | ||
| (except<br>for number of shares, per share and GDS data and<br>ratios) | ||
| Restated for<br>inflation as of Dec 31, 2020 (i) | Restated for<br>inflation as of Sept 30, 2020 | |
| OTHER<br>FINANCIAL DATA | ||
| Basic net (loss)/<br>income per common share from continuing operations(1) | 29.68 | 26.66 |
| Diluted net (loss)/<br>income per common share from continuing operations(2) | 29.50 | 26.50 |
| Basic net (loss)/<br>income per GDS from continuing operations(1)<br>(3) | 296.80 | 266.60 |
| Diluted net (loss)/<br>income per GDS from continuing operations(2)<br>(3) | 295.00 | 265.00 |
| Basic net (loss)/<br>income per common share | 42.69 | 38.35 |
| Diluted net (loss)/<br>income per common share | 42.44 | 38.12 |
| Basic net (loss)/<br>income per GDS | 429.90 | 383.50 |
| Diluted net (loss)/<br>income per GDS | 424.40 | 381.20 |
| Diluted weighted<br>– average number of common shares | 578,676,471 | 578,676,471 |
| Depreciation and<br>amortization | 578 | 519 |
| Capital<br>expenditures | 13,243 | 11,896 |
| Working<br>capital | 74,704 | 67,104 |
| Ratio of current<br>assets to current liabilities | 1.43 | 1.43 |
| Ratio of<br>shareholders’ equity to total liabilities | 0.24 | 0.24 |
| Ratio of<br>non-current assets to total assets | 0.67 | 0.67 |
| Dividend<br>paid | 266 | 239 |
| Dividends per<br>common share | 0.46 | 0.42 |
| Dividends per<br>GDS | 4.63 | 4.20 |
| Number of common<br>shares outstanding | 576,056,589 | 576,056,589 |
| Capital<br>Stock | 575 | 575 |
(i)
Figures restated to the measuring unit current as of December 31, 2020, by application of the change in the Argentine consumer price index during the fourth quarter of 2020. Financial data is derived from our audited financial statements filed as exhibits to our Form 6-K filed on January 5, 2021.
(1)
Basic net income per share is calculated by dividing the net income available to holders of common shares for the period / year by the weighted average number of shares outstanding during the period / year.
(2)
Diluted net income per share is calculated by dividing the net income for the year by the weighted average number of ordinary shares including treasury shares.
(3)
Determined by multiplying the amounts per share by ten (one GDS is equal to ten common shares). Dividend amounts, corresponding to fiscal years ending on June 30 of each year, are determined by the annual shareholders’ meeting, which takes place in October of each year.
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LOCAL EXCHANGE MARKET AND EXCHANGE RATES
The Argentine government has established a series of exchange control measures that restrict the free disposition of funds and the transfer of funds abroad. These measures significantly curtail access to the foreign exchange market Mercado Único y Libre de Cambios (“MULC”) by both individuals and private sector entities. This makes it necessary, among other things, to obtain prior approval from the Banco Central de la República Argentina (the “Central Bank”) to enter into certain foreign exchange transactions such as payments relating to royalties, services or fees payable to related parties of Argentine companies outside Argentina. For more information about exchange controls see, “Item 10. Additional Information—D. Exchange Controls” in our 2020 Form 20-F.
The following table shows the maximum, minimum, average and closing exchange rates for each applicable period to purchases of U.S. dollars.
| Maximum(1)(2) | Minimum(1)(3) | Average(1)(4) | At<br>closing(1) | |
|---|---|---|---|---|
| Fiscal<br>year ended: | ||||
| June 30,<br>2018 | 28.8000 | 16.7500 | 19.4388 | 28.8000 |
| June 30,<br>2019 | 45.8700 | 27.1600 | 37.8373 | 42.3630 |
| June 30,<br>2020 | 70.3600 | 41.5000 | 59.5343 | 70.3600 |
| Month<br>ended: | ||||
| July 31,<br>2020 | 72.2200 | 70.4200 | 71.3795 | 72.2200 |
| August 31,<br>2020 | 74.0800 | 72.4200 | 73.1980 | 74.0800 |
| September 30,<br>2020 | 76.0800 | 74.1500 | 75.1036 | 76.0800 |
| October 30,<br>2020 | 78.2200 | 76.1500 | 77.4843 | 78.2200 |
| November 30,<br>2020 | 81.2100 | 78.5900 | 79.0814 | 81.2100 |
| December<br>2020 | 84.0500 | 81.3300 | 82.5383 | 84.0500 |
| January<br>2021 | 87.2300 | 84.6000 | 85.8755 | 87.2300 |
| February<br>2021 | 89.7200 | 87.5000 | 88.5745 | 89.7200 |
| March<br>2021 | 91.9000 | 89.9900 | 90.9659 | 91.9000 |
| April 2021(through<br>April 8, 2021) | 92.2800 | 92.1400 | 92.2075 | 92.2800 |
Source: Banco de la Nación Argentina
(1)
Average between the offer exchange rate and the bid exchange rate according to Banco de la Nación Argentina’s foreign currency exchange rate.
(2)
The maximum exchange rate appearing in the table was the highest end-of-month exchange rate in the year or shorter period, as indicated.
(3)
The minimum exchange rate appearing in the table was the lowest end-of-month exchange rate in the year or shorter period, as indicated.
(4)
Average exchange rates at the end of the month.
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INFORMATION ON THE COMPANY
History and Development of the Company
General Information
Our legal and commercial name is IRSA Inversiones y Representaciones Sociedad Anónima. We were incorporated and organized on April 30, 1943, under Argentine law as a stock corporation (sociedad anónima), and we were registered with the Public Registry of Commerce of the City of Buenos Aires (Inspección General de Justicia or “IGJ”) on June 23, 1943, under number 284, on page 291, book 46 of volume A. Pursuant to our bylaws, our term of duration expires on April 5, 2043.
Our common shares are listed and traded on the Bolsas y Mercados Argentinos (“BYMA”) and our GDSs representing our common shares are listed on the New York Stock Exchange (“NYSE”). Our headquarters are located at Carlos M. Della Paolera 261, 9th Floor, Ciudad Autónoma de Buenos Aires (C1091AAQ), Argentina. Our telephone is +54 (11) 4323-7400. Our website is www.irsa.com.ar. Information contained in or accessible through our website is not a part of this Form 6-K.
We assume no responsibility for the information contained on these sites. Our depositary agent for the GDSs in the United States is The Bank of New York Mellon whose address is 240 Greenwich Street, New York, NY 10286, and whose telephone numbers are +1-888-BNY-ADRS (+1-888-269-2377) for U.S. calls and +1-201-680-6825 for calls outside U.S.
History
From our Operations Center in Argentina we manage our businesses in Argentina and our international investment in Condor Hospitality Trust, Inc., a hotel-focused real estate investment trust (“Condor”).
In July 1994, we acquired a controlling interest in IRSA CP, our main subsidiary in Argentina, and in January 14, 2010, we acquired from Parque Arauco S.A. a 31.6% stake in IRSA CP. Consequently, we increased our shareholding in IRSA CP to 94.9%. On October 27, 2017, we completed the sale in the secondary market of 2,560,000 ADSs of IRSA CP, which represented 8.1% of IRSA CP. As of June 30, 2020, our holding in IRSA CP was 80.65% and as of November 30, 2020, after the dividend payment in kind with IRSA CP shares, our holding in IRSA CP was 79.92%.
Shopping Malls (through our subsidiary IRSA CP)
We are engaged in the acquisition, development and management of Shopping Malls through our subsidiary IRSA CP and its subsidiaries.
Since 1996, we have expanded our real estate activities in the shopping mall segment, through the acquisition and development of shopping malls.
As of June 30, 2020, through our subsidiary IRSA CP, we own 15 shopping malls in Argentina: Alto Palermo, Abasto Shopping, Alto Avellaneda, Alcorta Shopping, Patio Bullrich, Dot Baires Shopping, Soleil Premium Outlet, Distrito Arcos, Alto NOA Shopping, Alto Rosario Shopping, Mendoza Plaza Shopping, Córdoba Shopping Villa Cabrera, La Ribera Shopping, Alto Comahue Sopping and Patio Olmos (operated by a third party), totaling 333,062 sqm.
Offices (through our subsidiary IRSA CP)
We own, develop and manage office buildings throughout Argentina, directly and indirectly through our subsidiary IRSA CP.
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During 2005, attractive prospects in office business led us to make an important investment in this segment by acquiring Bouchard 710 building in fiscal year 2005, covering 15,014 sqm of rentable premium space. On July 30, 2020, our subsidiary IRSA CP sold an unrelated third party of the entire building, located at Plaza Roma, in the City of Buenos Aires, for a total amount of USD 87.2 million approximately.
During 2007, we made several significant acquisitions in the Offices segment. We purchased Bouchard Plaza building, also known as “Edificio La Nación,” located in the downtown of the City of Buenos Aires, and during 2015, we completed the sale of all of the floors in Edificio La Nación. In 2007, we also bought Dock del Plata building with a gross leasable area of 7,921 sqm, located in the exclusive area of Puerto Madero, already sold in its entirety, in December 2015. In addition, we acquired a 50% interest in an office building including current leases with a gross leasable area of 31,670 sqm, known as Torre BankBoston, which is located in Buenos Aires, and was designed by the recognized architect Cesar Pelli (who also designed the World Financial Center in New York and the Petronas Towers in Kuala Lumpur).
In 2007, through Panamerican Mall S.A., subsidiary of IRSA CP, we started the construction of one of our most important projects called “Polo Dot,” a Shopping Mall, an Office Building and different plots of land to develop three additional office buildings (one of them may include a hotel). This project is located in Saavedra neighborhood, at the intersection of Avenida General Paz and the Panamerican Highway. First, the Shopping Mall Dot Baires was developed and opened on May, 2009 and then the Office Building was opened in July 2010, which meant our landing on the growing corridor of rental offices located in the North Zone of Buenos Aires. In addition, on June 5, 2017, the Company through IRSA CP, reported the acquisition of the historic Philips Building, adjacent to the Dot Baires Shopping Mall, located in Saavedra neighborhood in the City of Buenos Aires. It has 4 office floors, a total gross leasable area of approximately 7,755 sqm which has a remaining construction capacity of approximately 20,000 sqm. Likewise, through PAMSA, we developed the Zetta building, A+ and potentially LEED building, which was inaugurated on May, 2019, it has 11 office floors with a profitable area of 32,173 sqm, fully leased at the opening date.
In April 2008, we acquired one of the most emblematic building in the City of Buenos Aires, known as “Edificio República.” This property, also designed by the architect César Pelli, is a premium office building in the downtown area of the City of Buenos Aires, which added approximately 19,885 gross leasable sqm to our portfolio.
On December 22, 2014, we transferred to our subsidiary IRSA CP, 83,789 sqm of five buildings of our premium office portfolio and a reserve of land. The premium office buildings transferred included Edificio República, Torre Bank Boston, Edificio Intercontinental Plaza, Edificio Bouchard 710 and Edificio Suipacha and the land reserve “Intercontinental II” with the potential to develop up to 19,600 sqm, each located in the City of Buenos Aires. The acquisition was carried out as part of our strategy to expand our business of developing and operating commercial properties in Argentina and to create a unique and unified portfolio of rental properties consisting of the best office buildings in the City of Buenos Aires and the best shopping malls in Argentina. The total value of the transaction was USD 308.0 million, based on third party appraisals.
As of December 31, 2020, we own 7 premium office buildings of rental office property totaling 114,475 sqm of gross leasable area. On November 5, 2020, our subsidiary IRSA CP sold four floors and fifteen parking spaces of the Boston Tower and on November 12, 2020, it sold three floors and fifteen parking spaces of Boston Tower. For more information, see “Recent Developments – Boston Tower Floor’s sale” in our 2020 Form 20-F.”
Sales and developments
Since 1996, we have also expanded our operations to the residential real estate market through the development and construction of apartment tower complexes in the City of Buenos Aires and through the development of private residential communities in the greater Buenos Aires.
We own an important 70-hectare property facing the Río de la Plata in the south of Puerto Madero, 10 minutes from downtown Buenos Aires, called “Solares de Santa María.” We are owners of this property in which we aim to
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develop an entrepreneurship for mixed purposes, i.e. our development project involves residential complexes as well as offices, stores, hotels, sports and sailing clubs, services areas with schools, supermarkets and parking lots. For more information regarding the status see “B. Business Overview - Sale and Development of Properties and Land Reserves - Mixed uses - Solares de Santa María – City of Buenos Aires.”
In March 2011, we bought the Nobleza Piccardo warehouse, through a subsidiary in which we have a 50% stake. This property is located in the city of San Martín, Province of Buenos Aires, and due to its size and location represents an excellent venue for the future development of different segments. The total plot area is 160,000 sqm. The master plan was carried out by the prestigious Gehl Studio (Denmark), generating a modern concept of a new urban district which is being carried out to a preliminary project / project phase through the Mc Cormack Architecture Studio and Associates and internal and external teams.
We are currently developing the project called “Polo Dot,” through PAMSA, subsidiary of IRSA CP, located in the commercial complex adjoining to Dot Baires Shopping Mall. The project will consist of three office buildings (one of them may include a hotel and recently opened Zetta building) on land reserves we own through IRSA CP and the expansion of Dot Baires Shopping by approximately 15,000 sqm of gross leasable area. In the first phase, we developed the Zetta building which was inaugurated on May 2019. The second stage of the project consists of two office/ hotel buildings that will add 38,400 sqm of GLA to the complex. We have noticed an important demand for premium office spaces in this new commercial center and we are confident that we will be able to generate a quality enterprise similar to the ones that the company has done in the past with attractive income levels and high occupancy.
Likewise, we are moving forward with the construction of Catalinas Building, which is expected to have approximately 35,000 sqm of gross leasable area consisting of 30 office floors and 316 parking spaces, and will be located in the “Catalinas” area in the City of Buenos Aires, one of the most sought after neighborhoods for premium office development in Argentina. IRSA CP acquired from us certain units in the building and owns 30,832 sqm consisting of 26 floors and 272 parking spaces in the building. On December 4, 2015, we sold to Globant 4,636 sqm corresponding to four office floors. Construction work started in late 2016, and is currently expected to be completed in approximately three years. IRSA CP reported with an unrelated third party the assignment and transfer of the right to deed with delivery of possession of two medium-height floors for a total area of approximately 2,430 sqm and 16 parking spaces units in the building. As of June 30, 2020, we had completed 95% of the construction work.
On March 22, 2018 we acquired through IRSA CP, directly and indirectly, 100% of a land of approximately 78,000 sqm of surface located in Camino General Belgrano, between 514 street, avenue 19 and 511 street, in La Plata, Province of Buenos Aires. The objective of this acquisition is to develop a mix uses project given that the land offers location and scale adequate characteristics for the commercial development in a place of great potential.
On July 2018, we acquired through IRSA CP “La Maltería S.A.,” a wholly-owned subsidiary of IRSA CP which is directly or indirectly controlled by the company in a 100%, a property of 147,895 sqm of surface and approximately 40,000 sqm of built surface known as “Maltería Hudson,” located in the intersection between Route 2 and Buenos Aires - La Plata highway, main connection route to the south of Greater Buenos Aires and the Atlantic Coast, in the City of Hudson, province of Buenos Aires. The purpose of this acquisition is the future development of a mixed-use project, with a total constructive capacity of approximately 177.000 sqm, given that the property has location and scale characteristics for a real estate development with great potential.
Hotels
In 1997, we entered the hotel market through the acquisition of a 50% interest in the Llao Llao Hotel near Bariloche Province of Rio Negro and 76.3% in the Intercontinental Hotel in the City of Buenos Aires. In 1998, we also acquired Libertador Hotel in the City of Buenos Aires and subsequently sold a 20% interest in it to an affiliate of Sheraton Hotels, and during the fiscal year 2019, we acquired the interest of 20% and reaching 100% of the capital of Hoteles Argentinos S.A.U and beginning to operate the hotel directly under the name “Libertador.”
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International
In July 2008, we decided to expand internationally into the United States, taking advantage of certain investment opportunities generated after the global financial crisis. We acquired a 49% interest in Metropolitan 885 3rd Ave (“Metropolitan”), whose main asset is a 34-story building with 59,000 sqm of gross leasable area named Lipstick Building, located at 885 Third Avenue, New York. On August 7, 2020, as a consequence of negotiations conducted in the context of an increased lease price effective as of May 2020, Metropolitan signed an agreement with the owner of the Ground Lease to terminate the commercial relationship, leaving the administration of the building. For this reason, as of June 30, 2020, Metropolitan no longer recognizes the liability associated with the ground lease, as well as all the assets and liabilities associated with the building and the operation of the administration. For more information see “Recent Developments – Lipstick Building.”
In March 2012, we entered into an agreement with Supertel Hospitality Inc. whereby we invested approximately USD 20 million. In 1994, Supertel Hospitality Inc completed its initial public offering, and in 2015 changed its name to “Condor Hospitality Trust” (“Condor”). Condor is a REIT listed in Nasdaq focused on medium-class hotels located in various states of the United States of America, managed by various operators and franchises. As of December 31, 2020, we hold an 18.9% interest and voting rights in Condor. The Company entered into an agreement to sell such shares, whose sale process has been delayed. For more information see “Investment in Condor Hospitality Trust”
Others
Over the years, we have acquired 29.91% of Banco Hipotecario. Banco Hipotecario has historically been Argentina’s leading mortgage lender, provider of mortgage-related insurance and mortgage loan services.
Significant acquisitions, dispositions and development of business
Sale of floors from Boston Tower
On July 15, 2020, IRSA CP entered into a preliminary sale agreement (with delivery of possession) with respect to a medium-height floor from Boston tower located at Della Paolera 265, Catalinas district, City of Buenos Aires, covering a total area of approximately 1,063 sq. meters and 5 parking lots located in the building. The price of the transaction was ARS 477.7 million (USD 6.7 million), which has been paid in full.
On August 25, 2020, IRSA CP executed a preliminary sale agreement (with delivery of possession) with respect to 5 floors from Boston tower located at Della Paolera 265, Catalinas district, City of Buenos Aires, covering a total area of approximately 6,235 sq. meters and 25 parking lots located in the building. The price of the transaction was ARS 2,562 million (USD 34.7 million), which has been paid in full.
On November 5, 2020, IRSA CP has signed a purchase and sale agreement with possession of 4 floors of the Boston Tower located at 265 Della Paolera in the Catalinas District in the Autonomous City of Buenos Aires for a gross rental area of approximately 3,892 square meters and 15 parking lots located in the building. The price of the transaction was ARS 1,812 million (USD 22.9 million).
On November 12, 2020, IRSA CP has entered into a purchase and sale agreement with an unrelated third party pursuant to which it has sold 3 floors of the Boston Tower located at 265 Della Paolera in the Catalinas District in the Autonomous City of Buenos Aires for a gross rental area of approximately 3,266 square meters, a commercial space located on the ground floor of approximately 225 square meters and 15 parking lots located in the building. The price of the transaction was ARS 1,521 million (USD 19.1 million).
Bouchard sale
On July 30, 2020, IRSA CP sold the entire “Bouchard 710” building, located in the Plaza Roma district of the City of Buenos Aires. The tower has a gross leasable area of 15,014 sq. meters divided into 12 floors for office
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use and 116 parking lots. The price of the transaction was approximately ARS 6,300 million (USD 87 million), which has been paid in full.
Lipstick Building, New York, United States
On August 7, 2020, Metropolitan signed an agreement with the owner of the Ground Lease through which it terminated the relationship, leaving the administration of the building. Accordingly, at June 30, 2020, the Group derecognized Metropolitan’s liabilities associated with the ground lease, as well as all the assets and liabilities associated with the building and the administration of the building; and made an agreement with the owner of the Ground Lease that states that Metropolitan is completely released from responsibilities, except for (i) claims for liabilities prior to June 1, 2020 from people who have performed work or provided services in the Building or to Metropolitan and (ii) claims from people who have had an accident on the property dated after August 7, 2020.
Condor Merger Agreement
On July 19, 2019, Condor entered into a merger agreement with Nextponint Hospitality Trust. In accordance with the contractual terms, each Condor common share, with a par value of USD 0.01 per share, was canceled prior to the merger and became the right to receive a cash amount equivalent to USD 11.10 per share. ordinary action. Additionally, in accordance with the terms and conditions of the merger agreement, each Class E convertible share was automatically canceled and became the right to receive a cash amount equivalent to USD 10.00 per share.
The closing of the transaction, which had been scheduled for March 23, 2020, did not occur.
On October 14, 2020, Condor entered into an agreement with Nextponint Hospitality Trust and some of its affiliates ("NHT Parties") to resolve any and all claims between them related to the aforementioned merger agreement.
According to this agreement, NHT and its affiliates shall make three payments to Condor in three instalments ending on December 30, 2020 and totalling USD 7.0 million. The total compensation for breach of the contract has been collected.
As of the date of presentation of the Q2 Unaudited Condensed Interim Consolidated Financial Statements, the Company has 2,245,100 ordinary shares and 325,752 Series E shares of Condor.
Loss of control of IDBD
At the end of September 2020, the Group has lost control of IDBD, deconsolidating the related assets and liabilities and reclassifying the operations from this operations center to discontinued operations.
The following table details the net assets disposed of, as presented in the Unaudited Condensed Interim Consolidated Financial Statements as of September 30, 2020 and for the three-month periods ended September 30, 2020 and 2019:
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| 09.30.2020 | |
|---|---|
| ASSETS | (In<br>million of ARS) |
| Investment<br>properties | 93,794 |
| Property,<br>plant and equipment | 38,292 |
| Trading<br>properties | 6,136 |
| Intangible<br>assets | 29,161 |
| Right-of-use<br>assets | 20,629 |
| Investments<br>in associates and joint ventures | 38,654 |
| Deferred<br>income tax assets | 453 |
| Income<br>tax credit | 340 |
| Restricted<br>assets | 6,703 |
| Trade<br>and other receivables | 56,408 |
| Investments<br>in financial assets | 25,249 |
| Derivative<br>financial instruments | 294 |
| Inventories | 3,760 |
| Group<br>of assets held for sale | 43,909 |
| Cash<br>and cash equivalents | 115,963 |
| TOTAL ASSETS | 479,745 |
| Borrowings | 339,376 |
| Lease<br>liabilities | 18,908 |
| Deferred<br>income tax liabilities | 12,975 |
| Trade<br>and other payables | 25,363 |
| Income<br>tax liabilities | 475 |
| Provisions | 5,661 |
| Employee<br>benefits | 498 |
| Derivative<br>financial instruments | 498 |
| Salaries<br>and social security liabilities | 3,532 |
| Group<br>of liabilities held for sale | 22,985 |
| TOTAL LIABILITIES | 430,271 |
| TOTAL NET ASSETS | 49,474 |
| Non-controlling<br>interest | (49,886) |
| Result for loss of control | (412) |
| Recycling<br>of currency translation adjustment and other reserves | (2,797) |
| Total result for loss of control (*) | (3,209) |
(*) included within discontinued operations
Distribution of dividends in kind
On October 26, 2020, the Ordinary and Extraordinary Shareholders’ Meeting of IRSA, approved, a dividend distribution in kind for the equivalent amount of ARS 484 million (representative of ARS 0.84 per share) payable in shares of IRSA CP. IRSA CP’s quoted price per share as of October 23, 2020, was considered and, it amounted to 320 pesos per share. As a result, 1,512,500 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 ARS 673 million restated for inflation as of the date of this financial statements. As of December 31, 2020, our interest in IRSA CP amounts to 79.92%.
Manibil Sale
On December 22, 2020, the Company sold 217,332,873 ordinary Class B shares, nominative not endorsable, with a nominal value of ARS 1 and entitled to one vote per share owned by the Company, representing 49% of the stock capital of Manibil S.A., a company dedicated to real estate developments. The price for the sale of the shares amounts to ARS 576.9 million. The operation was completed in February 2021, for which the Company is no longer a shareholder of Manibil S.A.
Business Overview
Operations and principal activities
Founded in 1943, IRSA Inversiones y Representaciones Sociedad Anónima is one of Argentina’s leading real estate companies and the only Argentine real estate company whose shares are listed both on BYMA and on the NYSE.
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We are engaged, directly and indirectly through subsidiaries and joint ventures, in a range of diversified activities, primarily in real estate, including:
i. the acquisition, development and operation of shopping malls,
ii. the acquisition and development of office buildings and other non-shopping mall properties primarily for rental purposes,
iii. the development and sale of residential properties,
iv. the acquisition and operation of luxury hotels,
v. the acquisition of undeveloped land reserves for future development or sale, and
vi. selective investments outside Argentina.
We operate our business in Argentina through seven segments, namely “Shopping Malls,” “Offices” “Sales and Developments,” “Hotels,” “International” and “Corporate” and “Others” as further described below:
Our “Shopping Malls” segment includes the operating results from our portfolio of shopping malls principally comprised of lease and service revenue from tenants. Our Shopping Malls segment had assets of ARS 54,593 million and ARS 58,703 million as of December 31, 2020 and 2019, respectively, representing 29.53% and 42.14% of our operating assets for the Operations Center in Argentina at such dates, respectively. Our Shopping Malls segment generated operating loss of ARS 3,966 million and an operating income of ARS 984 million for the fiscal years ended December 31, 2020 and 2019, respectively.
Our “Offices” segment includes the operating results from lease revenues of offices, other rental spaces and other service revenues related to the office activities. Our Offices segment had assets of ARS 70,222 million and ARS 42,600 million as of December 31, 2020 and 2019, respectively, representing and 37.99% and 30.58% of our operating assets for the Operations Center in Argentina at such dates, respectively. Our Offices segment generated an operating income of ARS 8,558 million and an operating income of ARS 5,679 million for the fiscal years ended December 31, 2020 and 2019, respectively.
Our “Sales and Developments” segment includes the operating results of the development, maintenance and sales of undeveloped parcels of land and/or trading properties. Real estate sales results are also included. Our Sales and Developments segment had assets of ARS 45,971 million and ARS 36,816 million as of December 31, 2020 and 2019, respectively, representing 24.87% and 26.43% of our operating assets for the Operations Center in Argentina. Our Sales and Developments segment generated an operating income of ARS 5,442 million and ARS 3,447 million for the financial years ended December 31, 2020 and 2019, respectively.
Our “Hotels” segment includes the operating results of our hotels mainly comprised of room, catering and restaurant revenues. Our Hotels segment had assets of ARS 2,133 million and ARS 2,250 million as of December 31, 2020 and 2019, respectively, representing 1.15% and 1.62% of our operating assets for the Operations Center in Argentina, respectively. Our Hotels segment generated an operating loss of ARS 410 million and an operating income of ARS 328 million for the fiscal years ended December 31, 2020 and 2019, respectively.
Our “International” segment includes investments that mainly operate in the United States in relation to the lease of office buildings and hotels in that country. We intend to continue evaluating investment opportunities outside Argentina as long as they are attractive investment and development options. Our International segment had assets of ARS 1,969 million and net liabilities of ARS 9,886 million as of December 31, 2020 and 2019, respectively. Our International segment generated operating loss of ARS 3 million and ARS 75 million for the fiscal years ended December 31, 2020 and 2019, respectively.
“Corporate” segment. Since fiscal year 2018, we have decided to disclose certain corporate expenses related to the holding structure in a separate “Corporate” segment. This segment generated a loss of ARS 325million and ARS 317 million for the fiscal years ended December 31, 2020 and 2019, respectively.
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Our “Others” Segment includes the entertainment activities through La Arena and La Rural S.A. and the financial activities carried out by Banco Hipotecario for both. Our “Others” segment had assets of ARS 9,972 million and ARS 8,817 million as of December 31, 2020 and 2019, respectively, representing 5.39 and 6.33% of our operating assets for the Operations Center in Argentina, respectively. Our Others segment generated an operating income of ARS 473 million and of ARS 244 million for the fiscal years ended December 31, 2020 and 2019, respectively.
Operations Center in Argentina
Shopping Malls
As of December 31, 2020, IRSA CP owned a majority interest in and operated, a portfolio of 15 shopping malls in Argentina, six of which are located in the City of Buenos Aires (Abasto, Alcorta Shopping, Alto Palermo Shopping, Patio Bullrich, Dot Baires Shopping and Distrito Arcos), two are located in the greater Buenos Aires area (Alto Avellaneda and Soleil Premium Outlet), and the rest are located in different provinces of Argentina (Alto Noa in the City of Salta, Alto Rosario in the City of Rosario, Mendoza Plaza in the City of Mendoza, Córdoba Shopping Villa Cabrera and Patio Olmos (operated by a third party) in the City of Córdoba, La Ribera Shopping in Santa Fe (through a joint venture) and Alto Comahue in the City of Neuquén).
The shopping malls we operate comprise a total of 333,460 square meters of GLA (excluding certain spaces occupied by hypermarkets which are not our tenants). Total tenant sales in our shopping malls, as reported by retailers, were ARS 27,497 million for fiscal year 2020 and ARS 61,514 million for fiscal year 2019, a decrease of 55.3% in real terms (-19.2% in nominal terms). The greatest impact of this drop was evidenced in the fourth quarter of the year because of the closure of operations due to the lockdown decreed in Argentina on March 20, 2020 as a consequence of COVID19. Tenant sales at our shopping malls are relevant to our revenues and profitability because it is an important factor in determining rent our tenants pay. Sales also affect tenant’s overall occupancy costs as a percentage of that tenant’s sales.
Portfolio’s occupancy decreased to 88.3%, mainly due to the exit of Falabella in Alto Avellaneda and DOT Baires Shopping. Excluding this effect, occupancy reached 94.0%.
The following table shows certain information about IRSA CP’s shopping malls as of December 31, 2020:
| Shopping<br>malls | Date<br>of acquisition/development | Location | GLA<br>(sqm)(1) | Number<br>of stores | Occupancy<br>rate(2) | Our<br>ownership interest(3) | Rental<br>revenue |
|---|---|---|---|---|---|---|---|
| (%) | (%) | (in<br>million of ARS) | |||||
| Alto<br>Palermo | Dec-97 | City of Buenos<br>Aires | 18,655 | 135 | 96.8 | 100.0 | 314 |
| Abasto<br>Shopping(4) | Nov-99 | City of Buenos<br>Aires | 36,794 | 162 | 97.1 | 100.0 | 194 |
| Alto<br>Avellaneda | Dec-97 | Buenos Aires<br>Province | 38,800 | 126 | 67.6 | 100.0 | 127 |
| Alcorta<br>Shopping | Jun-97 | City of Buenos<br>Aires | 15,812 | 112 | 98.2 | 100.0 | 209 |
| Patio<br>Bullrich | Oct-98 | City of Buenos<br>Aires | 11,396 | 89 | 90.2 | 100.0 | 58 |
| Dot Baires<br>Shopping | May-09 | City of Buenos<br>Aires | 48,805 | 166 | 63.2 | 80.0 | 180 |
| Soleil Premium<br>Outlet | Jul-10 | Buenos Aires<br>Province | 15,156 | 79 | 97.8 | 100.0 | 80 |
| Distrito<br>Arcos | Dec-14 | City of Buenos<br>Aires | 14,335 | 65 | 100.0 | 90.0 | 146 |
| Alto Noa<br>Shopping | Mar-95 | City of<br>Salta | 19,313 | 85 | 99.7 | 100.0 | 90 |
| Alto Rosario<br>Shopping(4) | Nov-04 | City of<br>Rosario | 33,682 | 139 | 94.9 | 100.0 | 298 |
| Mendoza Plaza<br>Shopping | Dec-94 | City of<br>Mendoza | 43,123 | 127 | 96.9 | 100.0 | 122 |
| Córdoba<br>Shopping | Dec-06 | City of<br>Córdoba | 15,357 | 104 | 95.5 | 100.0 | 95 |
| La Ribera<br>Shopping | Aug-11 | City of Santa<br>Fé | 10,530 | 70 | 96.5 | 50.0 | 8 |
| Alto<br>Comahue | Mar-15 | City of<br>Neuquén | 11,702 | 95 | 92.2 | 99.9 | 161 |
| Patio<br>Olmos(5) | Sep-07 | City of<br>Córdoba | — | — | — | — | — |
| Total | 333,460 | 1,554 | 88.3 | 2,081 |
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(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 year.
(3) Company’s effective interest in each of its business units.
(4) Excludes Museo de los Niños (which represents 3,732 square meters in Abasto and 1,261 square meters in Alto Rosario).
(5) IRSA CP owns the historic building of the Patio Olmos shopping mall in the Province of Córdoba, operated by a third party and does not include the rental revenues of Patio Olmos, for more details see “Accumulated rental income”.
The following table shows information about IRSA CP’s expansions and IRSA CP’s future expansions on current assets as of December 31, 2020:
| Expansions | Ownership<br>interest | Surface | Locations |
|---|---|---|---|
| (%) | (sqm) | ||
| Alto<br>Palermo Adjoining Plot | 100 | 3,900 | City of Buenos<br>Aires |
| Subtotal<br>current expansions | 3,900 | ||
| Other future<br>expansions(1) | 98,055 | ||
| Subtotal<br>future expansions | 98,055 | ||
| Total<br>Shopping Malls | 101,955 | ||
| Patio Bullrich -<br>Offices / Hotel | 100 | 10,000 | City of Buenos<br>Aires |
| Philips<br>Building | 100 | 20,000 | City of Buenos<br>Aires |
| Subtotal<br>future expansions | 30,000 | ||
| Total<br>offices | 30,000 | ||
| Total<br>expansions | 131,955 |
(1)
Includes Alto Palermo, Paseo Alcorta, Alto Avellaneda, Soleil, Alto Noa, Alto Rosario, Mendoza, Córdoba y La Ribera Shopping
Rental income
The following table sets forth total rental income for each of IRSA CP’s shopping malls for the fiscal years indicated:
| As<br>of December 31, (1) | ||
|---|---|---|
| 2020 | 2019 | |
| (in<br>millions of ARS ) | ||
| Alto<br>Palermo | 314 | 812 |
| Abasto<br>Shopping | 194 | 712 |
| Alto<br>Avellaneda | 127 | 512 |
| Alcorta<br>Shopping | 209 | 435 |
| Patio<br>Bullrich | 58 | 245 |
| Dot Baires<br>Shopping | 180 | 541 |
| Soleil Premium<br>Outlet | 80 | 207 |
| Distrito<br>Arcos | 146 | 457 |
| Alto Noa<br>Shopping | 90 | 149 |
| Alto Rosario<br>Shopping | 298 | 417 |
| Mendoza Plaza<br>Shopping | 122 | 249 |
| Córdoba<br>Shopping Villa Cabrera | 95 | 151 |
| La Ribera<br>Shopping(2) | 8 | 50 |
| Alto<br>Comahue | 161 | 261 |
| Subtotal | 2,081 | 5,199 |
| Patio Olmos<br>(3) | 4 | 5 |
| Adjustments and<br>eliminations (4) | (142) | (244) |
| Total | 1,943 | 4,961 |
(1)
Includes base rent, percentage rent, admission rights, fees, parking, commissions, revenue from non-traditional advertising and others. Does not include Patio Olmos.
(2)
Through our joint venture Nuevo Puerto Santa Fé S.A.
(3)
IRSA CP owns the historic building where the Patio Olmos shopping mall is located in the province of Cordoba. The property is managed by a third party.
(4)
Includes indirect incomes and eliminations between segments. In 2019 and 2018, revenue from Buenos Aires Design are included. End of concession December 5, 2018.
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The following table sets forth IRSA CP’s revenue from cumulative leases by revenue category for the fiscal years presented:
| As<br>of December 31, | ||
|---|---|---|
| 2020 | 2019 | |
| (in<br>millions of ARS) | ||
| Base<br>rent | 1,026 | 2,533 |
| Percentage<br>rent | 463 | 1,443 |
| Total<br>rent | 1,489 | 3,976 |
| Non-traditional<br>advertising | 42 | 129 |
| Revenues from<br>admission rights | 327 | 619 |
| Fees | 55 | 64 |
| Parking | 8 | 259 |
| Commissions | 70 | 125 |
| Other | 71 | 27 |
| Subtotal(1) | 2,081 | 5,200 |
| Patio<br>Olmos | 4 | 5 |
| Adjustments and<br>eliminations(2) | (142) | (244) |
| Total | 1,943 | 4,961 |
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(1)
Does not include Patio Olmos
(2)
Includes indirect incomes and eliminations between segments. .
Tenant retail sales
For the 2021 fiscal year, IRSA CP’s shopping mall tenants’ sales reached ARS 27,497 million, a decrase of 55,3% in real terms compared to the previous fiscal year (-19.2% in nominal terms).
Tenant sales at the shopping malls located in the City of Buenos Aires and Greater Buenos Aires recorded year-on-year decreases of 64.5% in real terms (-28.4% in nominal terms), down from ARS 43,197 million to ARS 15,328 million during fiscal year 2021, whereas shopping malls in the interior of Argentina decreased approximately 33.6% in real terms (+2.6% in nominal terms) in comparison with the previous fiscal year, from ARS 18.316 million to ARS 12.168 million during fiscal year 2020.
The following table sets forth the total retail sales of IRSA CP’s shopping mall tenants for the fiscal years indicated:
| As<br>of December 31(1) | ||
|---|---|---|
| 2020 | 2019 | |
| (in<br>millions of ARS) | ||
| Alto<br>Palermo | 2,514 | 7,813 |
| Abasto<br>Shopping | 2,164 | 7,791 |
| Alto<br>Avellaneda | 1,630 | 6,962 |
| Alcorta<br>Shopping | 1,971 | 4,616 |
| Patio<br>Bullrich | 1,451 | 3,043 |
| Buenos Aires Design<br>(1) | - | |
| Dot Baires<br>Shopping | 1,811 | 6,077 |
| Soleil Premium<br>Outlet | 1,493 | 3,247 |
| Distrito<br>Arcos | 2,293 | 3,649 |
| Alto Noa<br>Shopping | 1,910 | 2,545 |
| Alto Rosario<br>Shopping | 4,208 | 6,167 |
| Mendoza Plaza<br>Shopping | 3,521 | 4,483 |
| Córdoba<br>Shopping Villa Cabrera | 1,472 | 1,938 |
| La Ribera<br>Shopping(2) | 481 | 1,284 |
| Alto<br>Comahue | 578 | 1,899 |
| Total | 27,497 | 61,514 |
(1) Retail sales based upon information provided to us by retailers and prior owners. The amounts shown reflect 100% of the retail sales of each shopping mall, although in certain cases we own less than 100% of such shopping malls. Includes sales from stands and excludes spaces used for special exhibitions.
(2) End of concession term was December 5, 2018
(3) Owned by Nuevo Puerto Santa Fé S.A., in which we are a joint venture partner.
Total sales by type of business
The following table sets forth the retail sales of IRSA CP’s shopping mall tenants by type of business for the fiscal years indicated:
| As<br>of December 31,(1) | ||
|---|---|---|
| 2020 | 2019 | |
| (in<br>millions of ARS ) | ||
| Department<br>Store | 979 | 3,294 |
| Clothes and<br>footwear | 16,275 | 34,691 |
| Entertainment | 50 | 1,828 |
| Home and<br>decoration | 721 | 1,249 |
| Home<br>Appliances | 1,672 | 6,597 |
| Restaurants | 4,448 | 8,232 |
| Miscellaneous | 248 | 671 |
| Services | 3,104 | 4,952 |
| Total | 27,497 | 61,514 |
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(1) Includes sales from stands and excludes spaces used for special exhibitions.
Occupancy rate
The following table sets forth the occupancy rate of IRSA CP’s shopping malls expressed as a percentage of gross leasable area of each shopping mall for the fiscal years indicated:
| As<br>of December 31, | ||
|---|---|---|
| 2020 | 2019 | |
| (%) | ||
| Alto<br>Palermo | 96.8 | 99.5 |
| Abasto<br>Shopping | 97.1 | 99.8 |
| Alto<br>Avellaneda | 67.6 | 99.2 |
| Alcorta<br>Shopping | 98.2 | 98.4 |
| Patio<br>Bullrich | 90.2 | 93.4 |
| Dot Baires<br>Shopping | 63.2 | 74.5 |
| Soleil Premium<br>Outlet | 97.8 | 97.8 |
| Distrito<br>Arcos | 100.0 | 94.7 |
| Alto Noa<br>Shopping | 99.7 | 99.2 |
| Alto Rosario<br>Shopping | 94.9 | 99.5 |
| Mendoza Plaza<br>Shopping | 96.9 | 99.9 |
| Córdoba<br>Shopping Villa Cabrera | 95.5 | 97.6 |
| La Ribera<br>Shopping | 96.5 | 95.5 |
| Alto<br>Comahue | 92.2 | 95.7 |
| Total (1) | 88.3 | 94.9 |
(1)
As of June 30, 2020, the occupancy rate decreased mainly due to 12,600 square meters vacancy generated by Walmart in Dot Baires Shopping. Excluding this effect, the occupancy would have been 96.0%.
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Rental price
The following table shows the annual average rental price per square meter of our shopping malls for the fiscal years indicated:
| As<br>ofDecember 31,(1) | ||
|---|---|---|
| 2020 | 2019 | |
| (in<br>ARS) | ||
| Alto<br>Palermo | 11,453 | 30,870 |
| Abasto<br>Shopping | 3,088 | 14,387 |
| Alto<br>Avellaneda | 1,557 | 10,536 |
| Alcorta<br>Shopping | 10,516 | 19,535 |
| Patio<br>Bullrich | 3,093 | 14,922 |
| Dot Baires<br>Shopping | 1,171 | 7,800 |
| Soleil Premium<br>Outlet | 4,083 | 11,356 |
| Distrito<br>Arcos | 8,831 | 24,416 |
| Alto Noa<br>Shopping | 4,023 | 6,771 |
| Alto Rosario<br>Shopping | 7,257 | 10,217 |
| Mendoza Plaza<br>Shopping | 2,336 | 4,857 |
| Córdoba<br>Shopping Villa Cabrera | 5,372 | 8,072 |
| La Ribera<br>Shopping | 388 | 3,937 |
| Alto<br>Comahue | 12,997 | 21,229 |
(1) Corresponds to consolidated annual accumulated rental prices according to the IFRS divided by gross leaseable square meters. Does not include revenues from Patio Olmos.
Lease expirations(1)(2)
Includes information as of June 30, 2020 due to the fact that, during the six-month period ended on December 31, 2020, a large portion of our shopping centers were unable to open to the public or did so with under sanitary restrictions, as provided by DNU 297/2020 and subsequent extensions, which made it impossible to renew expired rental contracts and/or to sign new contracts.
The following table sets forth the schedule of estimated lease expirations for our shopping malls for leases in effect as of June 30, 2020, assuming that none of our tenants excercises its option to renew or terminate its lease prior to expiration:
| As<br>of June 30, 2020 | |||||
|---|---|---|---|---|---|
| Agreements’<br>Expiration | Number<br>ofagreements(1) | Square<br>meters to expire | Due<br>toexpire(%) | Total<br>leasepayments(in millions of ARS)(3) | Agreements(%) |
| Vacant<br>Stores | 113 | 22,684 | 6.8 | ||
| Expired<br>in-force | 246 | 53,600 | 16.1 | 486 | 18.4 |
| As of June 30,<br>2021 | 424 | 68,355 | 20.5 | 763 | 28.9 |
| As of June 30,<br>2022 | 383 | 48,719 | 14.6 | 589 | 22.3 |
| As of June 30,<br>2023 | 278 | 38,916 | 11.7 | 418 | 15.8 |
| As of June 30, 2024<br>and subsequent years | 118 | 100,788 | 30.3 | 383 | 14.5 |
| Total | 1,562 | 333,062 | 100.0 | 2,639 | 100.0 |
(1) Includes vacant stores as of June 30, 2020. A lease may be associated with one or more stores.
(2) Does not reflect our ownership interest in each property.
(3) The amount expresses the annual base rent as of June 30, 2020 of agreements due to expire.
Five largest tenants of the portfolio
Includes information as of June 30, 2020 due to the fact that, during the quarter ended on December 31, 2020, a large portion of our shopping centers were unable to open to the public or did so under sanitary restrictions, as provided by DNU 297/2020 and subsequent extensions, which made it impossible to renew expired rental contracts and/or to sign new contracts.
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The five largest tenants of the portfolio (in terms of sales) account for approximately 16.6% of their gross leasable area as of June 30, 2020 and represent approximately 9.8% of the annual basic rent for the fiscal year ending on that date.
The following table describes our portfolio’s five largest tenants:
| Tenant | Type of Business | Sales | Gross Leaseable Area | Gross Leaseable Area |
|---|---|---|---|---|
| (%) | (sqm) | (%) | ||
| Zara | Clothes<br>and footwear | 7.5 | 10,771 | 3.2 |
| Falabella | Department<br>store | 5.4 | 28,892 | 8.7 |
| Nike | Clothes<br>and footwear | 4.0 | 7,610 | 2.3 |
| Fravega | Home<br>appliances | 3.2 | 3,524 | 1.1 |
| Mc<br>Donald’s | Restaurant | 2.5 | 4,400 | 1.3 |
| Total | 22.5 | 55,197 | 16.6 |
New leases and renewals
Includes information as of June 30, 2020 due to the fact that, during the quarter ended on Decmeber 31, 2020, a large portion of our shopping centers were unable to open to the public or did so under sanitary restrictions, as provided by DNU 297/2020 and subsequent extensions, which made it impossible to renew expired rental contracts and / or to sign new contracts.
The following table shows certain information about IRSA CP’s leases agreement as of June 30, 2020:
| Number<br>of agreements renewed | Annual<br>base rent (in millions of ARS) | Annual<br>admission rights (in millions of ARS) | Average<br>annual baserent per sqm (ARS) | Number<br>of non-renewed agreements(1) | Non-renewed<br>agreements(1) annual base rent<br>amount (in millions of ARS) | ||
|---|---|---|---|---|---|---|---|
| Type<br>of business | New<br>andrenewed | Formeragreements | |||||
| Clothing and<br>footwear | 268 | 478 | 95 | 12,781 | 10,103 | 578 | 1,122 |
| Restaurant | 72 | 107 | 15 | 13,466 | 11,877 | 130 | 226 |
| Miscellaneous(2) | 56 | 112 | 26 | 6,741 | 25,798 | 147 | 318 |
| Home | 32 | 61 | 8 | 8,484 | 9,762 | 54 | 128 |
| Services | 28 | 47 | 4 | 8,636 | 10,927 | 12 | 59 |
| Entertainment | 11 | 19 | 0 | 1,224 | 1,455 | 14 | 73 |
| Supermarket | 1 | 5 | 0 | 1,222 | 2,950 | 1 | 9 |
| Total | 468 | 829 | 148 | 7,057 | 8,123 | 936 | 1,935 |
(1) Includes vacant stores as of June 30, 2020. Gross leasable area with respect to such vacant stores is included under the type of business of the last tenant to occupy such stores.
(2) Miscellaneous includes anchor store.
Principal Terms of our Leases
Under the Civil and Commercial Code of Argentina, the term of the locations cannot exceed twenty years for the residential destination and fifty years for the other destinations.
Leasable space in our shopping malls is marketed through an exclusive arrangement with our wholly owned subsidiary and real estate broker Fibesa S.A., or “Fibesa.” We use a standard lease agreement for most tenants at our shopping malls, the terms and conditions of which are described below. However, our largest or “anchor” tenants generally negotiate better terms for their respective leases. No assurance can be given that lease terms will be as set forth in the standard lease agreement.
Rent amount specified in our leases generally is the higher of (i) a monthly Base Rent and (ii) a specified percentage of the tenant’s monthly gross sales in the store, which generally ranges between 3% and 12% of tenant’s gross sales. In addition, pursuant to the rent escalation clause in most of our leases, a tenant’s Base Rent generally increases between 18% and 28% on a semi-annually and cumulative basis from the thirteenth (13th) month of effectiveness of the lease. Although many of our lease agreements contain price adjustment provisions, these are not based on an
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official index nor do they reflect the inflation index. In the event of litigation, there can be no assurance that we will be able to enforce such clauses contained in our lease agreements. These terms and conditions have not been applied during a period when the shopping malls remained closed due to the Social, Preventive and Mandatory Isolation decreed by the government of Argentina as a result of the novel COVID-19 virus since IRSA CP decided to defer the billing and collection of the Base Rent until September 30, 2020, with some exceptions and IRSA CP alsos suspended collection of the collective promotion fund during the same period, prioritizing the long-term relationship with its tenants.
In addition to rent, we charge most of our tenants an admission right, which must be paid upon execution of the lease agreement and upon its renewal. The admission right is normally paid as a lump sum or in a small number of monthly installments. If the tenants pay this fee in installments, the tenants are responsible for paying the balance of any such unpaid amount if they terminate the lease prior to its expiration. In the event of unilateral termination and/or resolution for breach by the tenants, tenants will not be refunded their admission payment without our consent. We lease our stores, kiosks and spaces in our shopping malls through our wholly-owned subsidiary Fibesa. We charge our tenants a fee for the brokerage services, which usually amounts to approximately three months of the Base Rent plus the admission right.
We are responsible, except in the mall Distrito Arcos, for providing each unit within our shopping malls with electricity, a main telephone switchboard, central air conditioning and a connection to a general fire detection system. We also provide the food court tenants with sanitation and with gas systems connections. In Distrito Arcos, the connections are managed by the tenants. Each tenant is responsible for completing all necessary installations within its rental unit, in addition to paying direct related expenses, including electricity, water, gas, telephone and air conditioning. Tenants must also pay for a percentage of total expenses and general taxes related to common areas. We determine this percentage based on different factors. The common area expenses include, among others, administration, security, operations, maintenance, cleaning and taxes.
We carry out promotional and marketing activities to draw consumer traffic to our shopping malls. These activities are paid for with the tenants’ contributions to the Collective Promotion Fund, or “CPF,” which is administered by us. Tenants are required to contribute 15% of their rent (Base Rent plus Percentage Rent) to the CPF. We may increase the percentage tenants must contribute to the CPF with up to 25% of the original amount set forth in the corresponding lease agreement for the contributions to the CPF. We may also require tenants to make extraordinary contributions to the CPF to fund special promotional and marketing campaigns or to cover the costs of special promotional events that benefit all tenants. We may require tenants to make these extraordinary contributions up to four times a year provided that each extraordinary contribution may not exceed 25% of the tenant’s preceding monthly lease payment.
Each tenant leases its rental unit as a shell without any fixtures and is responsible for the interior design of its rental unit. Any modifications and additions to the rental units must be pre-approved by us. We have the option to charge the tenant for all costs incurred in remodeling the rental units and for removing any additions made to the rental unit when the lease expires. Furthermore, tenants are responsible for obtaining adequate insurance for their rental units, which must cover, among other things, damage caused by fire, glass breakage, theft, flood, civil liability and workers’ compensation.
Insurance
We and our subsidiary IRSA CP carry all-risk insurance for the shopping malls and other buildings covering property damage caused by fire, terrorist acts, explosion, gas leak, hail, storms and wind, earthquakes, vandalism, theft and business interruption. In addition, we carry liability insurance covering any potential damage to third parties or property caused by the conduct of our business throughout Argentina. We and our subsidiary IRSA CP are in compliance with all legal requirements related to mandatory insurance, including insurance required by the Occupational Risk Law (Ley de Riesgos del Trabajo), life insurance required under collective bargaining agreements and other insurance required by laws and executive orders. IRSA CP’s and our history of damages is limited to one single claim resulting from a fire in Alto Avellaneda Shopping in March 2006, which loss was substantially recovered from our insurers. These insurance policies contain specifications, limits and deductibles which we believe are adequate to the risks to which we are exposed in our daily operations. We and our subsidiary IRSA CP also maintain liability insurance covering the liability of our directors and corporate officers.
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Control Systems
IRSA CP has computer systems equipped to monitor tenants’ sales (except stands) in all of its shopping malls. IRSA CP also conduct regular audits of our tenants’ accounting sales records in all of our shopping malls. Almost every store in its shopping malls has a point of sale that is linked to our main server. IRSA CP uses the information generated from the computer monitoring system to prepare statistical data regarding, among other things, total sales, average sales and peak sale hours for marketing purposes and as a reference for the internal audit. Most of its shopping mall lease agreements require the tenant to have its point of sale system linked to our server. During this fiscal year, we signed an agreement to renew our payment terminals with contactless technology (Clover).
Competition
We are the largest owner and operator of shopping malls, offices and other commercial properties in Argentina in terms of gross leaseable area and number of rental properties. Given that most of our shopping malls are located in highly populated areas, there are competing shopping malls within, or in close proximity to, our targeted areas, as well as stores located on avenues or streets. The number of shopping malls in a particular area could have a material effect on our ability to lease space in our shopping malls and on the amount of rent that we are able to charge. We believe that due to the limited availability of large plots of land and zoning restrictions in the City of Buenos Aires, it is difficult for other companies to compete with us in areas through the development of new shopping malls. Our principal competitor is Cencosud S.A. which owns and operates Unicenter Shopping and the Jumbo hypermarket chain, among others.
The following table shows certain information concerning the most significant owners and operators of shopping malls in Argentina, as of December 31, 2020.
| Entity | Shopping<br>malls | Location | GLA | Marketshare(1) |
|---|---|---|---|---|
| (%) | ||||
| IRSA<br>CP | Alto<br>Palermo | City of Buenos<br>Aires | 18,655 | 1.44 |
| Abasto<br>Shopping(2) | City of Buenos<br>Aires | 36,794 | 2.83 | |
| Alto<br>Avellaneda | Province of Buenos<br>Aires | 38,800 | 2.98 | |
| Alcorta<br>Shopping | City of Buenos<br>Aires | 15,812 | 1.22 | |
| Patio<br>Bullrich | City of Buenos<br>Aires | 11,396 | 0.88 | |
| Dot Baires<br>Shopping(4) | City of Buenos<br>Aires | 48,805 | 3.75 | |
| Soleil | Province of Buenos<br>Aires | 15,156 | 1.17 | |
| Distrito<br>Arcos | City of Buenos<br>Aires | 14,335 | 1.10 | |
| Alto<br>Noa(2) | City of<br>Salta | 19,313 | 1.49 | |
| Alto<br>Rosario(3) | City of<br>Rosario | 33,682 | 2.59 | |
| Mendoza<br>Plaza | City of<br>Mendoza | 43,123 | 3.32 | |
| Córdoba<br>Shopping | City of<br>Córdoba | 15,357 | 1.18 | |
| La Ribera<br>Shopping | City of Santa<br>Fe | 10,530 | 0.81 | |
| Alto<br>Comahue | City of<br>Neuquén | 11,702 | 0.90 | |
| Subtotal | 333,460 | 25.65 | ||
| Cencosud S.A. | 277,203 | 21.33 | ||
| Other<br>operators | 689,189 | 53.02 | ||
| Total | 1,299,852 | 100.00 |
(1) Corresponding to gross leaseable area in respect of total gross leaseable area. Market share is calculated dividing sqm over total sqm.
(2) Does not include Museo de los Niños (3,732 sqm).
(3) Does not include Museo de los Niños (1,261 sqm).
(4) Our interest in PAMSA is 80%:
Source: Argentine Chamber of Shopping Centers.
Seasonality
IRSA CP’s business is directly related with seasonality, affecting the level of our tenants’ sales. During summer holidays (January and February) our tenants’ sales reach their minimum level, whereas during winter holidays (July) and in December (Christmas) they reach their maximum level. Clothing stores generally change their collections in spring and autumn, positively affecting our shopping malls’ sales. Sales at discount prices at the end of each season are also one of the main sources of impact on our business.
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Offices
According to Colliers International, as of December 31, 2020, the A+ and A office inventory increased compared to 2019 to 1,848,808 sqm. The vacancy rate was steady at approximately 15.9% during the fourth quarter of 2020. These values indicate that the market is healthy in terms of its operations, allowing an optimum level of supply with robust values.
Compared to the previous quarter, lease prices for Premium Offices decreased to USD 25.2 per square meter (1.2% as compared to the previous quarter), and showed similar values to those of the same period last year, which was USD 25.1 per square meter. The prices for A+ properties were USD 27.1 per square meter for the fourth quarter of 2020. In this context, North zone of Ciudad de Buenos Aires presents as the zone with higher prices per square meter, reaching an average of USD 30.3. Likewise, the industry reported a 5.0% decrease in rental prices for A properties compared to the third quarter of 2020, reaching an average of USD 22.6 per square meter.
Management of office buildings
We generally act as the manager of the office properties in which we own an interest. We typically own the entire building or a substantial number of floors in the building. The buildings in which we own floors are generally managed pursuant to the terms of a condominium agreement that typically provides for control by a simple majority of the interests based on owned area. As building manager, we handle services such as security, maintenance and housekeeping, which are generally outsourced. The cost of the services is passed through to, and paid for by, the tenants, except in the case of our units that have not been leased, if any, for which we bear the cost. We market our leasable area through commissioned brokers or directly by us.
Leases
We usually lease our offices by using contracts with an average term between three to ten years. Contracts for the rental of office buildings and other commercial properties are generally stated in U.S. dollars. Rental rates for renewed periods are negotiated at market value.
Properties
The following table sets forth certain information regarding IRSA CP’s office buildings, as of December 31, 2020:
| Date<br>of acquisition/development | GLA<br>(sqm)(1) | Occupancy<br>rate(2) | Ownership<br>interest | Total<br>rental income as of December 31, 2020 | |
|---|---|---|---|---|---|
| (%) | (%) | (in<br>thousands<br><br><br>of<br>ARS) | |||
| Offices | |||||
| AAA<br>& A buildings | |||||
| República Building | Dec-14 | 19,885 | 76.6 | 100 | 237,415 |
| Bankboston Tower(5) | Dec-14 | - | - | - | 96,195 |
| Intercontinental Plaza(3) | Dec-14 | 2,979 | 100.0 | 100 | 66,583 |
| Bouchard 710(6) | Dec-14 | - | - | - | 34,557 |
| Dot Building | Nov-06 | 11,242 | 77.1 | 80 | 111,423 |
| Zetta | Jun-19 | 32,173 | 84.7 | 80 | 377,599 |
| 261 Della Paolera – Catalinas<br>(7) | Dec-20 | 28,714 | 74.6 | 100 | 82,632 |
| Total<br>AAA & A buildings | 94,993 | 79.5 | 1,006,404 | ||
| B<br>buildings | |||||
| Philips | Jun-17 | 8,017 | 93.1 | 100 | 62,929 |
| Suipacha 652/64 | Dec-14 | 11,465 | 31.2 | 100 | 22,119 |
| Total<br>B buildings | 19,482 | 56.7 | 85,048 | ||
| Total<br>Offices | 114,475 | 75.6 | 1,091,452 | ||
| Other<br>rental properties(4) | 23,496 | ||||
| Total<br>Offices and Others | 1,114,948 |
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(1) Corresponds to the gross leasable area of each property as of June 30, 2020. Excludes common areas and parking spaces.
(2) Calculated by dividing occupied square meters by leasable area as of June 30, 2020.
(3) We own 13.2% of the building that has 22,535 square meters of gross leasable area.
(4) Includes rental income from all those properties that are not buildings intended for rent, but that are partially or fully rented (Philips Deposit, Anchorena 665 and San Martin Plot)
(5) On July 15, 2020, our subsidiary IRSA CP sold one floor and five parking spaces, on August 26, 2020, it sold five floors and twenty five parking spaces, on November 5, 2020, it sold fours floor and fifteen parking spaces and on November 12, 2020, it sold three floors and fifteen parking spaces. For more information, see “Recent Developments – Boston Tower Floor’s sale
- Signature of a Purchase ticket regarding Boston Tower floor with possession”.
(6) On July 30, 2020, IRSA CP sold the entire building. For more information see: “Recent Developments – Bouchard 710 Building sale”.
(7) Includes 664 leasable square meters of the basement.
Occupancy rate
The following table shows our offices occupancy percentage(1) as of the end of fiscal years ended December 31:
| Occupancy<br>rate (1) | ||
|---|---|---|
| As<br>of December 31, | ||
| 2020 | 2019 | |
| (%) | ||
| Offices: | ||
| República<br>Building | 76.6 | 90.3 |
| Bankboston Tower<br>(2) | - | 100.0 |
| Intercontinental<br>Plaza | 100.0 | 100.0 |
| Bouchard<br>710(3) | - | 100.0 |
| Suipacha<br>652/64 | 31.2 | 86.2 |
| DOT<br>Building | 77.1 | 78.1 |
| Philips<br>Building | 93.1 | 69.8 |
| Zetta<br>Building | 84.7 | — |
| 261 Della Paolera<br>– Catalinas (4) | 74.6 | - |
| Total | 75.6 | 90.0 |
(1)
Leased square meters pursuant to lease agreements in effect as of June 30, 2020, 2019 and 2018 over gross leasable area of offices for the same fiscal years.
(2)
On July 15, 2020, our subsidiary IRSA CP sold one floor and five parking spaces, on August 26, 2020, our subsidiary IRSA CP sold five floors and twenty five parking spaces, on November 5, 2020, it sold four floors and fifteen parking spaces and on November 12, 2020, it sold three floors and fifteen parking spaces. For more information, see “Recent Developments – Boston Tower Floor’s sale
- Signature of a Purchase ticket regarding Boston Tower floor with possession”.
(3)
On July 30, 2020, our subsidiary IRSA CP sold the entire building. For more information see: “Recent Developments – Bouchard 710 Building sale”.
(4)
Includes 664 leasable square meters of the basement.
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Annual average income per surface area as of December 31, 2020 and 2019 (1):
| Income<br>per square meter (1) | ||
|---|---|---|
| As<br>of December 31, | ||
| 2020 | 2019 | |
| (ARS/sqm) | ||
| República<br>Building | 15,585 | 14,501 |
| Bankboston<br>Tower(2) | - | 14,061 |
| Intercontinental<br>Plaza | 22,353 | 9,141 |
| Bouchard<br>710(3) | 0 | 16,390 |
| Suipacha<br>652/64 | 6,185 | 4,706 |
| Dot<br>Building | 12,852 | 13,435 |
| Philips<br>Building | 8,429 | 8,461 |
| Zetta<br>Building<br><br><br>Catalinas | 13,853 | 14,132 |
| 261 Della<br>Paolera | 3,859 | - |
(1)
Calculated by dividing annual rental income by the gross leasable area of offices based on our interest in each building as of June 30 for each fiscal period.
(2)
On July 15, 2020, our subsidiary IRSA CP sold one floor and five parking spaces,on August 26, 2020, our subsidiary IRSA CP sold five floor and twenty five parking spaces, on November 5, 2020, it sold four floor and fifteen parking spaces and on November 12, 2020, it sold four floors and fifteen parking spaces. For more information, see “Recent Developments – Boston Tower Floor’s sale
- Signature of a Purchase ticket regarding Boston Tower floor with possession”.
(3)
On July 30, 2020, our subsidiary IRSA CP sold the entire building. For more information see: “Recent Developments - Bouchard 710 Building sale”.
New agreements and renewals
Includes information as of June 30, 2020 due to the fact that, during the six-momth period ended on December 31, 2020, a large portion of the offices were unable to open to the public or did so under sanitary restrictions, as provided by DNU 297/2020 and subsequent extensions, which made it impossible to renew expired rental contracts and / or to sign new contracts.
The following table sets forth certain Information on lease agreements as of June 30, 2020:
| Building | Number of lease agreements (1)(5) | Annual rental price(In million of ARS) (2) | Rental price per new and renewed sqm (3) | Rental price per previous sqm (ARS) (3) | Number of lease agreements not renewed | Lease agreements not renewed Annual rental price (In million of<br>ARS) (4) |
|---|---|---|---|---|---|---|
| Bouchard 710(6) | - | - | - | - | 1 | 14 |
| Bankboston Tower(7) | 2 | 34 | 1,891 | 1,933 | - | - |
| Republica<br>Building | 3 | 133 | 1,703 | 1,777 | 2 | 25 |
| DOT<br>Building | 1 | 17 | 882 | 851 | - | - |
| Philips<br>Building | 3 | 35 | 896 | - | - | - |
| Suipacha<br>664 | 1 | 25 | 1,046 | 1,046 | - | - |
| Total Offices | 10 | 244 | 1,369 | 1,206 | 3 | 39 |
(1)
Includes new and renewed lease agreements executed in FY 2019.
(2)
Lease agreements in U.S. dollars converted to Pesos at the exchange rate prevailing in the first effective month of the agreement, multiplied by 12 months.
(3)
Monthly value.
(4)
Lease agreements in U.S. dollars converted to Pesos at the exchange rate prevailing in the last effective month of the agreement, multiplied by 12 months.
(5)
It does not include lease agreements over parking spaces, antennas or terrace area.
(6)
On July 30, 2020, our subsidiary IRSA CP sold the entire building. For more information see: “Recent Developments – Bouchard 710 Building sale”
(7) On July 15, 2020, our subsidiary IRSA CP sold one floor and five parking spaces and on August 26, 2020, our subsidiary IRSA CP sold five floor and twenty five parking spaces, on November 5, 2020, it sold four floor and fifteen parking spaces and on November 12, 2020, it sold four floors and fifteen parking spaces. For more information, see “Recent Developments – Boston Tower Floor’s sale - Signature of a Purchase ticket regarding Boston Tower floor with possession”.
Includes information as of June 30, 2020 due to the fact that, during the six-momth period ended on December 31, 2020, a large portion of the offices were unable to open to the public or did so under sanitary restrictions, as provided by DNU 297/2020 and subsequent extensions, which made it impossible to renew expired rental contracts and / or to sign new contracts.
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The following table sets forth the schedule of estimated lease expirations for our offices and other properties for leases in effect as of June 30, 2020. This data is presented assuming that none of our tenants exercises its option to renew or terminate its lease prior to expiration (most leases have renewal clauses):
| Expiration<br>year | Number<br>ofleases dueto expire(1) | Square<br>meters ofleases due toexpire (sqm) (3) | Square<br>meter ofleases due toexpire(%) | Annual<br>rentalincome amountof leases due toexpire(in million<br>ofARS)(2) | Annual<br>rentalincome amountof leases toexpire(%) |
|---|---|---|---|---|---|
| As of June 30,<br>2020 | 4 | 9,454 | 9 | 57 | 3 |
| As of June 30,<br>2021 | 22 | 24,983 | 25 | 679 | 33 |
| As of June 30, 2022<br>and thereafter | 33 | 65,149 | 65 | 1,345 | 65 |
| Total | 59 | 99,586 | 100 | 2,081 | 100 |
(1)
Includes offices with leases that have not been renewed as of June 30, 2020.
(2)
It does not include square meters used by IRSA CP.
(3)
It does not include square meters or revenues from parking spaces.
Hotels
According to the Hotel Vacancy Survey (EOH) prepared by INDEC, at December 31, 2020, overnight stays at hotel and parahotel establishments were estimated at 2.6 million, 42.1% shorter than the same month the previous year. Overnight stays by resident and nonresident travelers decreased by 66.3% and 97.4%, respectively. The Room Occupancy Rate in june was 15.0%. Moreover, the Bed Occupancy Rate for the same period was 18.6%.
Future confirmations on the relaxation of social isolation, the opening of airports for national and international flights, land borders and normal interprovincial traffic will contribute to the slow normalization. With the reopening, an initial occupancy is expected, oscillating between 5% and 15%, growing gradually.
The crisis in the sector has motivated palliative measures by national and provincial authorities, necessary measures that partially contribute to sustainability. In a complementary way, the management of each one of the hotels makes its best efforts to adapt operationally to the context.
As of December 31, 2020, we kept our 76.34% interest in Intercontinental hotel, 100% interest in Libertador hotel and 50.00% interest in Llao Llao.
The following chart shows certain information regarding our luxury hotels:
| Hotels | Date of Acquisition | IRSA’s Interest | Number of rooms | Occupancy (%)(1) | Average Price per Room ARS (2) | Period<br>Sales as of December 31(in millions of ARS) | |
|---|---|---|---|---|---|---|---|
| 2020 | 2019 | ||||||
| Intercontinental(3) | 11/01/1997 | 76.34% | 313 | 7.6% | 9,021 | 32.06 | 622.51 |
| Libertador (4) | 03/01/1998 | 100% | 200 | 5.8% | 3,570 | 6.44 | 255.18 |
| Llao Llao (5) | 06/01/1997 | 50.00% | 205 | 11% | 26,341 | 80.97 | 848.22 |
| Total | 718 | 8.05% | 14,654 | 119.47 | 1,726 |
(1)
Accumulated average in the twelve-month period.
(2)
Accumulated average in the twelve-month period.
(3)
Through Nuevas Fronteras S.A.
(4)
Through Hoteles Argentinos S.A.U.
(5)
Through Llao Llao Resorts S.A.
Hotel Llao Llao, San Carlos de Bariloche, Province of Rio Negro
In June 1997 we acquired the Hotel Llao Llao from Llao Llao Holding S.A. Fifty percent is currently owned by the Sutton Group. The Hotel Llao Llao is located on the Llao Llao peninsula, 25 kilometers from the City of San Carlos de Bariloche, and it is one of the most important tourist hotels in Argentina. Surrounded by mountains and lakes, this hotel was designed and built by the famous architect Bustillo in a traditional alpine style and first opened in 1938. The hotel was renovated between 1990 and 1993 and has a total constructed surface area of 15,000 sqm and 158 original rooms. The hotel-resort also includes an 18-hole golf course, tennis courts, fitness facility, spa, game
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room and swimming pool. The hotel is a member of The Leading Hotels of the World, Ltd., a prestigious luxury hospitality organization representing 430 of the world’s finest hotels, resorts and spas. The Hotel Llao Llao is currently being managed by Compañía de Servicios Hoteleros S.A., operator, among others, of the Alvear Palace Hotel, a luxury hotel located in the Recoleta neighborhood of Buenos Aires. During 2007, the hotel was subject to an expansion and the number of suites in the hotel rose to 205 rooms.
Hotel Intercontinental, City of Buenos Aires
In November 1997, we acquired 76.34% of the Hotel Intercontinental. The Hotel Intercontinental is located in the downtown City of Buenos Aires neighborhood of Montserrat, near the Intercontinental Plaza office building. Intercontinental Hotels Corporation, a United States corporation, currently owns 23.66% of the Hotel Intercontinental. The hotel’s meeting facilities include eight meeting rooms, a convention center and a divisible 588 sqm ballroom. Other amenities include a restaurant, a business center, a sauna and a fitness facility with swimming pool. The hotel was completed in December 1994 and has 313 rooms.
Hotel Libertador, City of Buenos Aires
In March 1998 we acquired 100% of the Sheraton Libertador Hotel from Citicorp Equity Investment for an aggregate purchase price of USD23 million. In March 1999, we sold a 20% interest in the Sheraton Libertador Hotel for USD4.7 million to Hoteles Sheraton de Argentina.
During the fiscal year 2019, we acquired 20% of the shares of Hoteles Argentinos S.A.U. (“HASAU”), reaching 100% of the capital stock of HASAU and beginning to operate the hotel directly under the name “Libertador”. The hotel is located in downtown Buenos Aires. The hotel contains 193 rooms and 7 suites, eight meeting rooms, a restaurant, a business center, a spa and fitness facilities with a swimming pool.
Bariloche Plot, “El Rancho,” San Carlos de Bariloche, Province of Río Negro
On December 14, 2006, through our hotel operator subsidiary, Llao Llao Resorts S.A., we acquired a land covering 129,533 sqm of surface area in the City of San Carlos de Bariloche in the Province of Río Negro. The total price of the transaction was USD 7 million, of which USD 4.2 million were paid in cash and the balance of USD 2.8 million was financed by means of a mortgage to be paid in 36 monthly, equal and consecutive installments of USD 0.086 million each. The land is in the border of the Lago Gutiérrez, close to the Llao Llao Hotel in an outstanding natural environment and it has a large cottage covering 1,000 sqm of surface area designed by the architect Ezequiel Bustillo.
Sale and Development of Properties and Land Reserves
Residential Development Properties
The acquisition and development of residential apartment complexes and residential communities for sale is one of our core activities. Our development of residential apartment complexes consists of the new construction of high-rise towers or the conversion and renovation of existing structures such as factories or warehouses. In connection with our development of residential communities, we frequently acquire vacant land, develop infrastructure such as roads, utilities and common areas, and sell plots of land for construction of single-family homes. We may also develop or sell portions of land for others to develop complementary facilities such as shopping areas within residential developments.
In the six-month period ended December 31, 2020, revenues from development and sale of properties amounted to ARS 358 million, compared to ARS 626 million posted in the six-month period ended December 31, 2019.
Construction and renovation works on our residential development properties are performed, under our supervision, by independent Argentine construction companies that are selected through a bidding process. We enter into turnkey contracts with the selected company for the construction of residential development properties pursuant to which the selected company agrees to build and deliver the development for a fixed price and at a fixed date. We are generally not responsible for any additional costs based upon the turnkey contract. All other aspects of the construction, including architectural design, are performed by third parties.
Another modality for the development of residential undertakings is the exchange of land for constructed square meters. In this way, we deliver undeveloped pieces of land and another firm is in charge of building the project. In this case, we receive finished square meters for commercialization, without taking part in the construction works.
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The following table shows information about IRSACP’s land reserves as of December 31, 2020:
| Ownership<br>Interest (%) | Date<br>of acquisition | Land<br>Surface (sqm) | Buildable<br>surface (sqm) | GLA<br>(sqm) | Salable<br>Surface (sqm) | Book<br>Value (in millions of ARS) | |
|---|---|---|---|---|---|---|---|
| RESIDENTIAL<br>- BARTER AGREEMENTS | |||||||
| CONIL - Güemes<br>836 – Mz. 99 & Güemes 902 – Mz. 95 &<br>Commercial stores - Buenos Aires(6) | 100 | Jul-96 | — | — | — | 1,461 | 78 |
| Total<br>Intangibles (Residential) | — | — | — | 1,461 | 78 | ||
| LAND<br>RESERVES: | |||||||
| Catalinas - City of<br>Buenos Aires(4)(5) | 100 | May-10 | 3,648 | 58,100 | 28,051 | — | — |
| Subtotal<br>offices | 3,648 | 58,100 | 28,051 | — | — | ||
| Total<br>under Development | 3,648 | 58,100 | 28,051 | — | — | ||
| UOM Luján -<br>Buenos Aires | 100 | May-08 | 1,160,000 | 464,000 | — | — | 1,337 |
| San Martin Plot (Ex<br>Nobleza Piccardo) - Buenos Aires | 50 | May-11 | 159,996 | 500,000 | — | — | 3,830 |
| La Plata - Greater<br>Buenos Aires | 100 | Mar-18 | 78,614 | 116,552 | — | — | 1,304 |
| Caballito<br>plot - City of Buenos Aires | 100 | Jan-99 | 23,791 | 86,387 | 10,518 | 75,869 | 4,391 |
| Subtotal<br>Mixed-uses | 1,422,401 | 1,166,940 | 10,518 | 75,869 | 10,862 | ||
| Coto Abasto air<br>space - City of Buenos Aires(2) | 100 | Sep-97 | — | 21,536 | — | 16,385 | 41 |
| Córdoba<br>Shopping Adjoining plots - Córdoba(2) | 100 | Jun-15 | 8,000 | 13,500 | — | 2,160 | 40 |
| Neuquén -<br>Residential plot - Neuquén(2) | 100 | Jun-99 | 13,000 | 18,000 | — | 18,000 | 95 |
| Subtotal<br>residential | 21,000 | 53,036 | — | 36,545 | 176 | ||
| Polo Dot commercial expansion – City of Buenos<br>Aires | 80 | Nov-06 | — | — | 15,940 | — | 1,904 |
| Paraná plot -<br>Entre Ríos (3) | 100 | Aug-10 | 10,022 | 5,000 | 5,000 | — | — |
| Subtotal<br>retail | 10,022 | 5,000 | 20,940 | — | 1,904 | ||
| Polo Dot - Offices<br>2 & 3 - City of Buenos Aires | 80 | Nov-06 | 12,800 | — | 38,400 | — | 3,659 |
| Intercontinental<br>Plaza II - City of Buenos Aires | 100 | Feb-98 | 6,135 | — | 19,598 | — | 1,497 |
| Córdoba<br>Shopping adjoining plots - Córdoba(2) | 100 | Jun-15 | 2,800 | 5,000 | 5,000 | — | 30 |
| Subtotal<br>offices | 21,735 | 5,000 | 62,998 | — | 5,186 | ||
| Total<br>future developments | 1,475,158 | 1,229,976 | 94,456 | 112,414 | 18,128 | ||
| Other<br>land reserves(1) | 1,899 | — | 7,297 | 262 | 1,897 | ||
| Total<br>land reserves | 1,477,057 | 1,229,976 | 101,753 | 112,676 | 20,025 |
(1)
Includes Zelaya 3102-3103, Chanta IV, Anchorena 665, Condominios del Alto II, Ocampo parking spaces, DOT adjoining plot and Mendoza shopping adjoining plot.
(2)
These land reserves are classified as Trading Properties, therefore, their value is maintained at historical cost. The rest of the land reserves are classified as Investment Property, valued at market value.
(3)
Sign of the deeds pending subject to certain conditions.
(4)
The sale agreements for 86.93% of the property under development have been signed between IRSA and IRSA CP and the remaining units have been sold to Globant, also through an agreement. The deed of sale with both entities has not yet been signed. The aforementioned fair value corresponds only to the land.
(5)
On June 10, 2020, IRSA CP informed with an unrelated third party the assignment and transfer of the right to deed with delivery of possession of two floors of medium height of the tower under construction "200 Della Paolera" located in the Catalinas district of the Autonomous City of Buenos Aires for a total area of approximately 2,430 m2 and 16 parking units located in the building.
(6)
Classified as Intangible Assets, therefore, their value is kept at historical cost.
The following table shows information about IRSACP’s expansions on its current assets as of December 31, 2020:
| Expansions | Ownership<br>interest | Surface | Locations |
|---|---|---|---|
| (%) | (sqm) | ||
| Alto<br>Palermo Adjoining Plot | 100 | 3,900 | City of Buenos<br>Aires |
| Subtotal<br>current expansions | 3,900 | ||
| Other future<br>expansions(1) | 98,055 | ||
| Subtotal<br>future expansions | 98,055 | ||
| Total<br>Shopping Malls | 101,955 | ||
| Patio Bullrich -<br>Offices / Hotel | 100 | 10,000 | City of Buenos<br>Aires |
| Philips<br>Building | 100 | 20,000 | City of Buenos<br>Aires |
| Subtotal<br>future expansions | 30,000 | ||
| Total<br>offices | 30,000 | ||
| Total<br>expansions | 131,955 |
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The following chart shows information about IRSA’s land reserves as of December 31, 2020:
| IRSA's Interest | Date of acquisition | Land surface (sqm) | Buildable surface (sqm) | Saleable surface (sqm) | Book Value (ARS millions) | |
|---|---|---|---|---|---|---|
| LAND RESERVES | ||||||
| La Adela - Buenos Aires(3) | 100% | 8/1/2014 | 9,868,500 | 3,951,227 | - | 1,903 |
| Puerto Retiro - BA City (1) | 50% | 5/18/1997 | 82,051 | 246,153 | - | - |
| Solares Santa María - BA<br>City(3) | 100% | 7/10/1997 | 716,058 | 716,058 | - | 27,818 |
| Subtotal Mixed-uses | 10,666,609 | 4,913,438 | - | 29,721 | ||
| Caballito Block 35 -BA City (4) | 100% | 10/22/1998 | 9,879 | 57,192 | 30,064 | 472 |
| Zetol – Uruguay (4) | 90% | 6/1/2009 | - | - | 64,080 | 370 |
| Vista al Muelle – Uruguay<br>(4) | 90% | 6/1/2009 | - | - | 60,360 | 321 |
| Subtotal Residential | 9,879 | 57,192 | 154,504 | 1,163 | ||
| Total Future Developments | 10,676,488 | 4,970,630 | 154,504 | 30,884 | ||
| Another Land Reserves (2)(3)(4) | 5,249,941 | - | 4,713 | 623 | ||
| Total Land Reserves | 15,926,429 | 4,970,630 | 159,217 | 31,507 |
(1)
This landplot is under judicial litigation and it is fully allowanced.
(2)
Includes Pilar R8 Km 53, Pontevedra, Mariano Acosta, Merlo and San Luis plot, and Llao Llao plot.
(3)
These properties (La Adela, Solares Santa María, Pilar R.8 Km 53, Pontevedra, Mariano Acosta, Merlo and San Luis) are valuated as Fair Value.
(4)
These properties (Caballito Block 35, Zetol, Vista al Muelle and Llao Llao plot) are valuated as Cost adjusted for inflation.
Residential Properties (available for sale)
In the residential market, we acquire undeveloped properties strategically located in densely populated areas of the City of Buenos Aires, particularly properties located near shopping malls and hypermarkets or those to be constructed. We then develop multi-building high-rise complexes targeting the middle- and high- income market. These are equipped with modern comforts and services, such as open “green areas,” swimming pools, sports and recreation facilities and 24-hour security.
Condominios del Alto II – City of Rosario, Province of Santa Fe (IRSA CP)
The Condominios del Alto II project will be composed of two opposite building blocks, commercially divided into 10 sub-blocks. The project consists of a total of 189 apartments distributed in 6 stories and 195 parking spaces located in two basements. The amenities include a swimming pool with solarium, a multiple use room, sauna, a gym with dressrooms and a laundry. As of the date of this Annual Report, the works in parcel H have been completed and all the units subject to the barter have been received, with six parking spaces available for sale.
Horizons, Vicente López, Olivos, Province of Buenos Aires.
The IRSA-CYRELA Project, developed over two adjacent blocks, was launched in March 2008 under the name Horizons. Horizons is one of the most significant developments in Greater Buenos Aires, featuring a new concept in residential complexes given its emphasis on the use of common spaces. This project includes two complexes with a total of six buildings: one complex faces the river and consists of three 14-floor buildings, the “Río” complex, and the other one, facing Libertador Avenue, consists of three 17-floor buildings, it is known as the “Parque” complex, thus totaling 59,000 square meters built of saleable area distributed in 467 units (excluding the units to be delivered as consideration for the purchase of the lands). Horizons is a unique and style-innovating residential complex offering 32 amenities, including a meeting room, work zone, heated swimming pools, mansion with spa, sauna, gym, children room, teen room, thematically landscaped areas, and aerobic trail. The showroom was opened to the public in March 2008 with great success. As of December 31, 2020, all the units were sold and the stock available for sale consisted of 1 parking space and 19 storage spaces.
Pereiraola (Greenville), Hudson – Province of Buenos Aires
In April de 2010 we sold Pereiraola S.A., a company owner of certain lands adjacent to Abril Club de Campo that comprised 130 hectares, for USD11.7 million. The purchaser would develop a project that includes the fractioning into lots, a condo-hotel, two polo fields, and apartment buildings. The delivery to the Company of 39,634 square
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meters of lots amounting to approximately USD3 million was included in the sale price. As of December 31, 2020, all lots had been transferred.
Intangibles – Units to be received under barter agreements
Conil – Avellaneda, Province of Buenos Aires (IRSA CP)
These plots of land we own, through IRSA CP, face Alto Avellaneda shopping mall, totaling 2,398 square meters distributed in two opposite corners and, according to urban planning standards, around 6,000 square meters may be built. Its intended use, either through our own development or sale to a third party, is residential with the possibility of a retail space as well. In November 2014, a barter deed was executed to carry out a residential development, in consideration of which IRSA CP will receive 1,389 square meters of retail stores located on the ground floors of blocks 99 and 95 at Güemes 836 and Güemes 902, respectively. The barter was valued at USD0.7 million. Considerations for block 95 and 99 were estipulated to be delivered in January 2018 and September 2018, respectively. In June 2018 an extension to the barter agreement was signed. In consideration for the delay and as compensation, IRSA CP will receive an additional apartment (55.5 square meters) and one parking lot (14 square meters).
Zetol S.A. and Vista al Muelle S.A. – District of Canelones – Uruguay
In the course of fiscal year 2009 we acquired a 100% ownership interest in Liveck S.A., a company organized under the laws of Uruguay. In June 2009, Liveck had acquired a 90% stake in the capital stock of Vista al Muelle S.A. and Zetol S.A., two companies incorporated under the laws of Uruguay, for USD 7.8 million. The remaining 10% ownership interest in both companies is in the hands of Banzey S.A. These companies have undeveloped lands in Canelones, Uruguay, close to the capital city of Uruguay, Montevideo.
We intend to develop in these 13 plots, with a construction capacity of 182,000 sqm, an urban project that consists of the development and comercialization of 1,860 apartments. Such project has the “urban feasibility” status for the construction of approximately 200,000 sqm for a term of 10 years, which was granted by the Mayor’s Office of the Canelones department and by its Local Legislature. Zetol S.A. and Vista al Muelle S.A. agreed to carry out the infrastructure works for USD 8 million as well as minimum amount of sqm of properties. The satisfaction of this commitment under the terms and conditions agreed upon will grant an additional 10-year effective term to the urban feasibility status.
The total purchase price for Zetol S.A. was USD 7 million; of which USD 2 million were paid. Sellers may opt to receive the balance in cash or through the delivery of units in the buildings to be constructed in the land owned by Zetol S.A. equivalent to 12% of the total marketable meters to be constructed.
Besides, Vista al Muelle S.A. owned since September 2008 a plot of land purchased for USD 0.83 million. Then, in February 2010, plots of land were acquired for USD 1 million. In December 2010, Vista al Muelle S.A. executed the title deed of other plots for a total amount of USD 2.66 million, of which USD 0.3 million were paid. The balance will be repaid by delivering 2,334 sqm of units and/or retail stores to be constructed or in cash.
On June 30, 2009, the Company sold a 50% stake in Liveck S.A. to Cyrela Brazil Realty S.A. for USD1.3 million. On December 17, 2010, together with Cyrela Brazil Realty S.A. we executed a stock purchase agreement pursuant to which we repurchased from Cyrela Brazil Realty S.A. a 50% shareholding in Liveck S.A. for USD 2.7 million. Accordingly, as of June 30, 2016, our stake, through Tyrus, in Liveck is 100%.
As a result of the plot barter agreements executed in due time between the IMC, Zetol S.A. and Vista al Muelle S.A. in March 2014, the parcel redistribution dealing was concluded. This milestone, as set forth in the amendment to the Master Agreement executed in 2013, initiates the 10-year term for the investment in infrastructure and construction of the buildings mentioned above. Construction capacity of the 13 plots is 182,000 sqm.
On November 15, 2018, the translation deed of sale of the first plot where the first Tower of Departments, Villas and single and double parking spaces is currently being built has been signed, the total exchange price was USD 7,298,705 equivalent to 16% of all of the marketable built meters in the first Tower. 12% of it has been used to cancel part of the price balance maintained to date with the sellers of the plots acquired by Zetol S.A in June 2009. The estimated delivery date of the units is January 2022.
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Canteras Natal Crespo, La Calera – Province of Córdoba
On June 26, 2013, we sold 100% of our interest in Canteras Natal Crespo S.A. representing 50% of its capital stock, to Euromayor S.A. de Inversiones for USD 4,215,000 according to the following payment schedule: USD 3,815,000 in cash and USD 400,000 through the transfer of almost 40,000 sqm for business purposes within the project to be developed in the site known as Laguna Azul. Delivery of the non-monetary consideration, which consist in 30,000 sqm, is pending. In December 2019, an agreement was reached with the counterpart that allowed the resale of the non-monetary consideration to an unrelated third party for a total value of USD 450,000.
Projects under Development
Alto Palermo Expansion (IRSA CP)
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 2020 was 71% and construction works are expected to be finished by June 2021.
200 Della Paolera - Catalinas building (IRSA CP)
The building under construction will have 35,000 sqm of GLA consisting of 30 office floors and 316 parking spaces and will be 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. As of December 31, 2020, work progress was 98.5%.
Mixed uses
Ex UOM – Luján, Province of Buenos Aires (IRSA CP)
This 116-hectare plot of land is located in the 62 Km of the West Highway, in the intersection with Route 5 and was originally purchased by IRSA from Birafriends S.A. for USD 3 million on May 31, 2008. In May 2012, the Company acquired the property through a purchase and sale agreement entered into between related parties, thus becoming the current owner. Our intention is to carry out a mixed-use project, taking advantage of the environment consolidation and the strategic location of the plot. At present, dealings are being carried out so as to change the zoning parameters, thus enabling the consummation of the project.
Ex Nobleza Piccardo Plant – San Martín, Province of Buenos Aires (IRSA CP)
This plot of land is owned by Quality Invest. On May 31, 2011, Quality Invest S.A. and Nobleza Picardo S.A.I.C. y F. (Nobleza) executed the title deed for the purchase of a plot of land extending over 160,000 square meters located in the District of San Martín, Province of Buenos Aires, currently intended for industrial purposes and suitable in terms of characteristics and scales for mixed-use developments.
The Master Plan, by which it is projected to develop a large-scale integral urbanization (residential, commercial, etc.), which includes the construction of approximately 540,000 m2, was endorsed by the Municipality of San Martin through Decree 1589/19 and registered before the General Directorate of Urbanism and Directorate of Urban Planning of the Municipality. Likewise, the subdivision plan in accordance with the urban indicators was presented to the Directorate of Cadastre of the Province of Bs. As.
Additionally, during this fiscal year, the pre-feasibility requirements began to be processed with public bodies. The one corresponding to the Hydraulic Directorate of the Province is in the process of approval, and in the next fiscal year, we will begin the rest of the presentations before the service companies, to obtain the pre-feasibilities of electric power, gas, water and overturning. of effluents.
Córdoba Shopping Mall Project (IRSA CP)
The Company owns a few plots adjacent to Córdoba Shopping Mall with a construction capacity of approximately 17,300 square meters in the center of the City of Córdoba.
In May 2016, a preliminary barter agreement was signed for 13,500 square meters out of the total construction capacity, subject to certain conditions, for a term of one year, at the end of which the deed will be signed. It will be a mixed residential and office project and, as part of the consideration, the Company will receive 2,160 square meters
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in apartments, parking spaces, shopping space, plus IRSA CP will assume the management of permits, unifications and subdivisions in 3 plots. The consideration will be delivered by May 2022 for Torre I and by July 2024 for Torre II. The value of the barter was USD 4 million.
La Plata Plot of land (IRSA CP)
On March 22, 2018 the Company has acquired, directly and indirectly, 100% of a plot of land of 78,614 square meters located in the city of La Plata, Province of Buenos Aires. The price of the transaction was USD7.5 million, which have been fully paid.
The price of the operation was set at the amount of USD 7,5 million which have been fully paid. The purpose of this acquisition is the future development of a mixed-use project, given that the property has characteristics for a commercial development in a high potential district.
On January 21, 2019, Ordinance No. 11767, approved by the Honorable Deliberative Council of La Plata on December 26, 2018, has been promulgated. With said promulgation, the uses and indicators requested to develop a project of 116,553 sqm are formally confirmed by said Ordinance.
On September 24, 2020, the agreement that validates Ordinance No. 11767 was signed between the Mayor Dr. Julio Garro and the Director of the Real Estate Business, Dr. Daniel Elsztain, where the uses within the property are fixed, they may be: Shopping and entertainment center, Offices, Hotels, Housing, Medical Assistance Center and any other use authorized by the Planning Code of the City of La Plata.
The Master plan was consolidated with 16 lots, which are already in process to obtain the corresponding subdivision, by Geodesia in the Province of Buenos Aires.
Caballito Plot – City of Buenos Aires
On December 23, 2019, the Company transferred Parcel 1 of the land reserve located at Av. Avellaneda and Olegario Andrade 367 in the Caballito neighborhood of the City of Buenos Aires to an unrelated third party.
Plot 1 has an estimated surface of 3,221 sqm where a 10 floors residential building will be developed for a total area of 11,400 sqm, together with a commercial ground floor of 1,216 sqm and a basement of 138 parking spaces (“Building 1”).
The amount of the operation was set at USD 5.5 million to be paid in future functional units of Building 1, which represent the equivalent of 23.53% of the owned square meters, with a minimum guaranteed of 2,735 sqm composed for 1,215.62 commercial sqm, 1,519.68 residential sqm and a certain number of parking spaces that represent 22.50% of the own sqm with that destination and never less than 31 units.
The consideration is guaranteed by a mortgage on Plot 1 and Building 1 and the buyer has an Option to acquire Plot 2 of the same property until August 31, 2020 and Plots 3 and 4 until March 31, 2021, subject to certain suspensive conditions.
On July 20, 2020, IRSA CP was notified of the filing of a protection action (amparo) that is processed before the Administrative and Tax Litigation Jurisdiction of the City of Buenos Aires, where the plaintiff has requested the nullity of: 1) Administrative act that grants the certificate of environmental aptitude and 2) Administrative act that registered the plans. On October 1, 2020, the Chamber confirmed the precautionary measure. The Government of the City of Buenos Aires appealed the measure by filing an Appeal of Unconstitutionality. For more information, see “ITEM 8. Financial Information—A. Consolidated Statements and Other Financial Information—Legal or Arbitration Proceedings—Caballito.”
La Adela – Buenos Aires
During 2015 the company acquired the “La Adela” land reserve with an area of approximately 1,058 hectares, located in the District of Luján, Province of Buenos Aires, that was previously owned by Cresud for a total amount of ARS 210 million. Given its degree of development and closeness to the City of Buenos Aires, we intend to develop a new real estate project.
Puerto Retiro – City of Buenos Aires
At present, this 8.3 hectare plot of land, which is located in one of the most privileged areas of the city, near Catalinas, Puerto Madero and Retiro and is the only privately owned waterfront property facing directly to Río de la
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Plata, is affected by a zoning regulation defined as U.P. which prevents the property from being used for any purposes other than strictly port activities.
During fiscal year 1998, the Company initiated negotiations with the authorities of the Government of the City of Buenos Aires in order to obtain a rezoning permit for the property, allowing a change in the use of the property and setting forth new regulations for its development.
In turn, Tandanor filed a civil action against Puerto Retiro S.A. and the other defendants in the criminal case for violation of Section 174 (5) based on Section 173 (7) of the Criminal Code. Such action seeks -on the basis of the nullity of the decree that approved the bidding process involving the Dársena Norte property- the restitution of the property and a reimbursement in favor of Tandanor for all such amounts it has allegedly lost as a result of a suspected fraudulent transaction involving the sale of the property. Puerto Retiro has presented the allegation on the merit of the evidence, highlighting that the current shareholders of Puerto Retiro did not participate in any of the suspected acts in the criminal case since they acquired the shares for consideration and in good faith several years after the facts told in the process. Likewise, it was emphasized that the company Puerto Retiro is foreign - beyond its founders - to the bidding / privatization carried out for the sale of Tandanor shares. The pronouncement of the sentence is pending.
On September 7, 2018, the Oral Federal Criminal Court No. 5 rendered a decision. According to the sentence read by the President of the Court, Puerto Retiro won the preliminary objection of limitation filed in the civil action. However, in the criminal case, where Puerto Retiro is not a party, it was ordered, among other issues, the confiscation (decomiso) of the property owned by Puerto Retiro known as Planta I. The grounds of the Court`s judgement will be read on November 30, 2018. From that moment, all the parties might file the appeals.
On December 27, 2018, an action for annulment was filed against the judgment that ordered the confiscation of the property named “Planta 1”. On March 1, 2019 we were notified of the "in limine" rejection of the action for annulment filed. Subsequently, on March 8, 2019, a motion for restitution was filed against said resolution. On March 19, 2019, we were notified of the Court's decision that rejected the replacement and declared the appeal filed in a subsidiary inadmissible. On March 22, 2019, a complaint was filed for appeal denied (before the Federal Criminal Cassation Chamber), the caul was granted, which is why the appeal filed is currently pending. In that sense, in April the appeal was maintained and subsequently, its foundations were expanded.
On February 21, 2020, an electronic document was received from the Federal Court of Criminal notifying the decision rejecting the appeals brought by Puerto Retiro against the verdict of the Federal Oral Court 5 that provided for the confiscation of the property Plant I and the distribution of costs in the order caused as regards the exception for the limitation of civil action brought by Puerto Retiro to which the Oral Court took place. Against that decision of appeal, Puerto Retiro was brought in a timely and form of Federal Extraordinary Appeal. In addition, Federal Criminal Cassation Chamber upheld the above limitation period by rejecting, to that effect, the appeal brought by the National State and Tandanor.
In the face of the evolution of the legal cases affecting it and based on the reports of its legal advisors, the Management of Puerto Retiro has decided to record an impairment equivalent to 100% of the book value of its investment property, without prejudice to the reversal of the same in the event that a favorable judgment is obtained in the actions brought.
Solares de Santa María – City of Buenos Aires
Solares de Santa María is a 70-hectare property facing the Río de la Plata in the south of Puerto Madero, 10 minutes from downtown Buenos Aires. We are owners of this property in which we intend to develop an entrepreneurship for mixed purposes, i.e. our development project involves residential complexes as well as offices, stores, hotels, sports and sailing clubs, services areas with schools, supermarkets and parking lots, and we would need to obtain all the necessary permits and authorizations
On October 30, 2012 a new agreement was executed with the Government of the City of Buenos Aires, replacing all prior agreements, and such has been submitted to the Legislature for its consideration. The agreement provided that if by February 28, 2014 the agreement was not approved would become invalidated.
During 2016, a new Agreement was executed with the Executive Branch of the City of Buenos Aires, including a new Bill of Law. The new Bill of Law was submitted to the Legislative Branch of the City of Buenos Aires for consideration and was approved by the relevant commissions; yet, during legislative year 2018 it was reserved and remained without legislative treatment. As a consequence, at the end of the 2018 legislative session, the lack of
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treatment triggered the automatically invalidity of the above mentioned and executed Agreement with the Executive Branch of the City of Buenos Aires, which include such Bill of Law.
As of the date of this Annual Report, efforts are still being made both in the CABA with the Government as well as in the CABA Legislature in order that the project Law may be treated on the premises, for its treatment and subsequent legislative approval.
Residential
Coto Residential Project (IRSA CP)
The Company owns the right to construct above the premises of the Coto hypermarket that is close to Abasto Shopping in the heart of the City of Buenos Aires which we acquired in September 24, 1997. We estimate it has a construction capacity of 23,000 square feet (it also includes the right to receive certain parking units). The premises are located within the area between Agüero, Lavalle, Guardia Vieja and Gallo streets, in the Abasto neighborhood.
On October 25, 2019, IRSA CP transferred to a non-related third party the rights to develop a residential building (“Tower 1”) on Coto Supermarket airspace located in Abasto neighborhood in the City of Buenos Aires. Tower 1 will have 22 floors of 1 to 3 rooms apartments, totaling an area of 8,400 sqm.
The amount of the operation was set at USD 4.5 million: USD 1 million in cash and the balance in at least 35 apartment units, which represent the equivalent of 24.20% of the owned square meters, with a minimum guaranteed of 1,982 sqm.
In a 30 month-period since the signature, when certain conditions have been met, IRSA CP must transfer to the same unrelated third party the rights to build a second apartment building.
Neuquén Residential Plot– Neuquén, Province of Neuquén (IRSA CP)
Through Shopping Neuquén S.A., we own a plot of 13,000 square meters with construction capacity of 18,000 square meters of residential properties in an area with significant growth potential. This area is located close to the shopping mall Alto Comahue, the hypermarket currently in operation and a hotel to be constructed.
Caballito Plot – City of Buenos Aires
On June 29, 2011, we and TGLT, a residential developer, entered into an agreement to barter for the development of a plot of land located at Méndez de Andes street in the neighborhood of Caballito in the City of Buenos AiresA neighborhood association named Asociación Civil y Vecinal SOS Caballito secured a preliminary injunction which suspended the works to be carried out by TGLT in the abovementioned property. On April 2018 TGLT and us terminated the barter agreement and we recovered the land. In July 2018, the Supreme Court of Justice issued a favorable final decision allowing the construction of 57,192 sqm of apartments on the plot.
Offices
Polo Dot 2nd and 3rd Stages – City of Buenos Aires (IRSA CP)
These two parcels of 6,400 square meters with a construction capacity of 33,485 square meters each, are located adjoining to where the extension of Dot Baires Shopping is planned. In April 2018, both plots were unified into a single one of 12,800 square meters.
Intercontinental Plaza II Plot - City of Buenos Aires (IRSA CP)
In the heart of the neighborhood of Monserrat, just a few meters from the most trafficked avenue in the city and the financial center, is the Intercontinental Plaza complex consisting of an office tower and the exclusive Intercontinental Hotel. In the current plot of 6,135 square meters a second office tower of 19,600 square meters and 25 stories could be built to supplement the tower currently located in the intersection of Moreno and Tacuarí streets.
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Other Land Reserves
Other Land Reserves – Pilar, Pontevedra, Mariano Acosta, Merlo, San Luis Plot, Llao Llao Plot and Casona Abril remaining surface
We grouped here those plots of land with a significant surface area the development of which is not feasible in the short term either due to their current urban and zoning parameters, their legal status or the lack of consolidation of their immediate environment. This group totals around 7 million sqm.
Isla Sirgadero
On September 3, 2015, the entire property of 10,083,270 sqm was sold to several companies for USD3.9 million, payable in 16 quarterly installments, plus an installment in kind, land resulting from the final blueprint, equivalent to 10% of the surface area. Delivery of the non-monetary consideration, consisting in 1,083,327 sqm, is pending.
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. It was designed by architects John Burgee and Philip Johnson (Glass House and Seagram Building, among other renowned works) 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.
On August 7, 2020, as a consequence of negotiations conducted in the context of an increased lease price effective as of May 2020, Metropolitan signed an agreement with the owner of the Ground Lease to terminate the commercial relationship, leaving the administration of the building. For this reason, as of June 30, 2020, Metropolitan no longer recognizes the liability associated with the ground lease, as well as all the assets and liabilities associated with the building and the operation of the administration. For more information see “Recent Developments – Lipstick Building”.
Investment in Condor Hospitality Trust
We maintain our investment in the Condor Hospitality Trust Hotel REIT (NYSE: CDOR) mainly through our subsidiary Real Estate Investment Group VII (“REIG VII”), in which we hold a 100% interest. Condor is a REIT listed in NYSE focused on medium-class hotels located in various states of the United States of America, managed by various operators and franchises.
Condor's investment strategy is to build a branded premium, select service hotels portfolio within the top 100 Metropolitan Statistical Areas ("MSA") with a particular focus on the range of MSA 20 to 60. Since the beginning of the reconversion of the hotel portfolio in 2015, Condor has acquired 14 high quality select service hotels in its target markets for a total purchase price of approximately USD277 million. In addition, during this time, it has sold 53 legacy assets for a total value of approximately USD161 million.
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 canceled 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 canceled, and its holders will become entitled to receive a cash amount equal to USD 10.00 per share. The closing of the acquisition, scheduled for March 23, 2020, did not occur.
On October 12, 2020, Condor executed an agreement with Nextponint Hospitality Trust and some of its affiliates (“NHT Parties”) to resolve and settle any and all claims between them related to the merger agreement mentioned hereinabove.
According to the agreement with NHT Parties shall make three payments to Condor in three instalments ending the last payment on December 30, 2020 and totalling USD 7,0 million. This amount was fully collected.
As of the date of presentation of the Q2 Unaudited Consolidated Interim Condensed Financial Statements, the Company had 2,197,023 common shares and 325,752 Series E shares.
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Others
Our interest in Banco Hipotecario
As of December 31, 2020, we held a 29.91% interest in Banco Hipotecario. Established in 1886 by the argentine government and privatized in 1999, Banco Hipotecario has historically been Argentina’s leading mortgage lender, provider of mortgage-related insurance and mortgage loan services. All of its operations are located in Argentina where it operates a nationwide network of 63 branches in the 23 Argentine provinces and the City of Buenos Aires, and 12 additional sales offices throughout Argentina.
Banco Hipotecario is an inclusive commercial bank that provides universal banking services, offering a wide variety of banking products and activities, including a wide range of individual and corporate loans, deposits, credit and debit cards and related financial services to individuals, small-and medium-sized companies and large corporations. As of December 31, 2020, Banco Hipotecario ranked seventeenth in the Argentine financial system in terms of totals assets and twelfth in terms of loans. As of December 31, 2020, Banco Hipotecario’s shareholders’ equity was ARS 17,947.6 million, its consolidated assets were ARS 137,541.9 million, and its net income for the Fiscal Period ended December 31, 2020 was ARS 970.6 million. Since 1999, Banco Hipotecario’s shares have been listed on the Buenos Aires Stock Exchange in Argentina, and since 2006 it has had a Level I ADR program.
Banco Hipotecario continues its business strategy of diversifying its loan portfolio. As a result, non-mortgage loans granted by the bank to the non-financial private sector were ARS 40,522.8 million as of December 31, 2020. Non-performing loans represented 16.3% of its total portfolio as of December 31, 2020.
In recent years, Banco Hipotecario has diversified its funding base and has become one of the most frequent issuers of corporate debt in Argentina based on the percentage of its total funding, by developing presence in the domestic and international capital markets, and it has also increased its deposit base. Its financial indebtedness as a percentage of its total funding was 23.0% as of December 31, 2020.
Its subsidiaries include BACS Banco de Crédito y Securitización S.A., a bank specialized in investment banking, asset securitization and asset management; BACS Administradora de Activos S.A.S.G.F.C.I., a mutual investment fund management company; BHN Sociedad de Inversión S.A., which controls BHN Vida S.A., a life insurance company; and BHN Seguros Generales S.A., a property insurance company.
By virtue of communications "A" 6939 and "7035" of the BCRA, the distribution of dividends is suspended until December 31, 2020.
Other Assets
La Rural (Exhibition and Convention Center)
LRSA holds usufruct rights for the commercial operation of the emblematic Predio Ferial de Palermo (Palermo exhibition center) in the City of Buenos Aires. We own 35% of the equity of LRSA.
In July 2016, we acquired from FEG Entretenimientos S.A. 25% of the shares of EHSA, in which we already held 50% of the share. We also acquired a 1.25% interest in ENUSA from Mr. Marcelo Figoli. The aggregate acquisition price for such acquisitions was ARS 66.5 million. Immediately after this acquisition, we sold 5% of the shares of EHSA to Mr. Diego Finkelstein, who already owned a 25% equity interest. The sale amount was agreed at ARS 13.5 million. As a result, we now hold 70% of the shares of EHSA and Mr. Diego Finkelstein holds the remaining 30%.
EHSA holds, directly and indirectly, 100% of the shares of OASA and 95% of the shares of ENUSA. OASA holds 50% of the voting stock of LRSA and SRA holds the remaining 50%. In addition, OASA manages LRSA pursuant to agreements entered into with SRA that include the right to appoint the chairman of the board of LRSA—with deciding vote on certain key governance matters—and the chief executive of LRSA. ENUSA is mainly engaged in organizing entertainment events for trade fairs.
On August 4, 2017, a 15-year concession for the Exhibition and Convention Center of the City of Buenos Aires was executed by the joint venture La Rural S.A., OFC S.R.L., Ogden Argentina S.A. and Entretenimiento Universal S.A. - Union Transitoria, which was granted pursuant a public bidding process. The members of the joint venture hold the following interests: (a) LRSA 5%; (b) OFC SRL 20%; (c) OASA 55%; and (d) EUSA 20%.
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The shareholders of LRSA are Sociedad Rural Argentina and OASA, each of which owns 50% equity interest. OASA and EUSA are controlled by EHSA. Consequently, we indirectly hold a 50.00% interest in the joint venture.
The Exhibition and Convention Center has a surface area of approximately 22,800 sqm and may accommodate approximately 5,000 attendees. It has a main exhibit hall and an ancillary hall, offices and meetings rooms, arranged in three underground levels that were designed to blend into the landscape extending from the School of Law of the University of Buenos Aires to Parque Thays.
Also, La Rural S.A. continues to work on the consolidation of the commercial development of the “Convention Center of Punta del Este”, through its equity participation in the company that holds the concession until 2041.
As a result of the measures adopted by Argentina’s national Government in response to the COVID-19 pandemic, La Rural, the Buenos Aires and Punta del Este Convention Centers have been closed since March 20, 2020, the date on which social, preventive, and mandatory isolation was decreed by the government of Argentina to combat the impact of the COVID-19. All the planned congresses are suspended, a large part of the fairs and conventions were postponed, while the shows scheduled at the DirecTV Arena were mostly canceled. The reopening date of these establishments is uncertain, as well as the future agenda of fairs, conventions and shows.
TGLT (real estate)
TGLT is a real estate company listed on the BYMA which is mainly engaged in residential development projects in Argentina and Uruguay. We hold a 30.2% interest in TGLT.
On August 1, 2017, we exercised our preemptive subscription and accretion rights and purchased 22,225,000 Subordinated Notes Convertible into Newly Issued Shares of TGLT for an aggregate amount of USD22,225,000 (USD 1.00 par value) due 2027.
On August 8, 2019 has executed with TGLT certain contracts tending to collaborate in the process of financial restructuring of said company through its recapitalization. On December 11, 2019, and in compliance with the contracts signed with TGLT on August 8, 2019, IRSA CP made the exchange of all the Convertible Notes it had of TGLT. Likewise, it subscribed preferred shares making a contribution in kind of the 100% of the shares of the company La Maltería S.A., owner of the property known as Maltería Hudson, for a value of USD 24 million.
As a result of the aforementioned exchange and capitalization, IRSA Commercial Properties obtained 21,600,000 Class A preferred shares and 24,948,798 Class B preferred shares that are added to its holding of 3,003,990 ordinary shares.
On February 10, 2020, the TGLT Board of Directors determined the mandatory conversion of its Convertible Negotiable Obligations and preferred shares with immediate effect, this is how IRSA CP converted its Class A and B preferred shares of TGLT into ordinary shares of the company. As a consequence of this transaction, IRSA CP owns as of March 31, the amount of 279,502,813 ordinary shares of TGLT, representing 30.2% of its capital stock.
DirecTV Arena
DirecTV Arena is an indoor stadium with unique features designed to host top-level international events, including sporting events and concerts. The price set for the transaction was USD4.2 million. Through these types of investments, our equity stake in LRSA and through the new Convention Center of the City of Buenos Aires, we continue to expand our exposure to conventions, sporting events and entertainment, which could generate synergies with our core shopping mall business.
As is publicly known, the DirecTV Arena stadium has been closed since March 20, the date on which social, preventive, and mandatory isolation was decreed in Argentina due to COVID-19. All the planned congresses are suspended, a large part of the fairs and conventions were postponed, while the shows scheduled at the DirecTV Arena were mostly canceled. The reopening date of these establishments is uncertain, as well as the future agenda of fairs, conventions and shows.
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Pareto
On October 8, 2018, the company Pareto S.A. was incorporated, with the social purpose of design, programming and development of software, mobile and web applications.
As of December 31, 2020, IRSA CP's participation in PARETO S.A. It was 69.96% and after the closing it increased its stake to 91.96%.
Pareto is a 100% digital customer loyalty system that promotes benefits and discounts in all our shopping mall.
Appa, Pareto’s app is a 100% digital customer loyalty system that promotes benefits and discounts across all our shopping malls. The app is also used to pay Parking lots giving customers the most convenient and fast check out available. The plan is to extend these frictionless payments method in gastronomic and apparel stores too.
Legal Framework
Regulation and Government Supervision
The laws and regulations governing the acquisition and transfer of real estate, as well as municipal zoning ordinances, apply to the development and operation of our properties. Currently, Argentine law does not specifically regulate shopping mall leases. Since our shopping mall leases generally diverge from ordinary commercial leases, we have developed contractual provisions which are tailored to the commercial relationship with our shopping mall tenants.
Leases
Argentine law imposes certain restrictions on property owners, including:
a minimum lease term of three years for all purposes, except in particular cases such as embassy, consulate or international organization venues, room with furniture for touristic purposes for less than three months, custody and bailment of goods, exhibition or offering of goods in fairs or in cases where due to the circumstances, the subject matter of the lease requires a shorter term.
Lease term limits
Under the Argentine Civil and Commercial Code lease terms may not exceed 20 years (for residential purpose) or fifty years (all other purposes). Generally, terms in our leases range from three to ten years.
Rescission rights
The Argentine Civil and Commercial Code provides that tenants may terminate leases with other destiny than home destiny, early after the first six months of the effective date. Such termination is subject to penalties which range from one to one and a half months of rent. If the tenant terminates the agreement during the first year of the lease, the penalty is one and a half month’s rent and if termination occurs after the first year of lease, the penalty is one month’s rent.
Other
The Argentine Civil and Commercial Code, among other rules, repealed the Urban Lease Law No. 23,091, which set forth a rule similar to the one described above, but established the obligation to give at least 60 days’ prior notice of exercise of the tenant’s unilateral termination right. There are no court rulings to date with respect to the new regulations related to: (i) the tenant’s unilateral termination right; or (ii) the possibility of agreeing a penalty different from that described above upon such termination.
While current policy discourages government regulation of leases, there can be no assurance that additional regulations will not be imposed in the future by Congress, including regulations similar to those previously in place.
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Furthermore, most of our leases provide that the tenants pay all costs and taxes related to the property in proportion to their respective leasable areas. In the event of a significant increase in such costs and taxes, the government may respond to political pressure to intervene by regulating this practice, thereby adversely affecting our rental income.
The Argentine Civil and Commercial Code enables landlords to pursue what is known as an “executory proceeding” if a tenant fails to pay rent when due. In executory proceedings, debtors have fewer defenses available to prevent foreclosure, making these proceedings substantially shorter, as the origin of the debt is not in question and the trial should focus on the formalities of the contract. The Argentine Civil and Commercial Code also permits special eviction proceedings, which are carried out in the same way as ordinary proceedings. The Argentine Civil and Commercial Code also requires that a residential tenant receive at least 10 days’ prior notice when a landlord demands payment of rent due if a breach prior to eviction occurs but does not impose any such requirement for other leases. However, court cases pending resolution and numerous procedural hurdles have resulted in significant delays to eviction proceedings in the commercial context, which generally last from six months to two years from the date of filing of the suit for eviction.
Development and use of the land
In the City of Buenos Aires, where the vast majority of our properties are located, we are subject to the following regulations:
Buenos Aires Urban Planning Code
The Buenos Aires Urban Planning Code (Código de Planeamiento Urbano de la Ciudad de Buenos Aires) generally restricts the density and use of property and regulates physical features of improvements to property, such as height, design, set back and overhang, consistent with the city’s urban planning policy. The Secretary of Urban Planning of the City of Buenos Aires (Secretaría de Planeamiento Urbano) is responsible for implementing and enforcing the Buenos Aires Urban Planning Code.
Buenos Aires Building Code
The Buenos Aires Building Code (Código de Edificación de la Ciudad de Buenos Aires) complements the Buenos Aires Urban Planning Code regulating the use and development of property in the City of Buenos Aires. The Building Code requires developers to obtain building permits, including submitting architectural plans for review of the Secretary of Work and Public Services, to monitor regulatory compliance.
Buenos Aires Authorizations and Licenses Code
The Authorizations and Licenses Code (Código de Habilitaciones de la Ciudad de Buenos Aires) sets forth the conditions under which authorizations or licenses to operate may be granted. The General Bureau of Authorizations and Licenses is responsible for implementing and enforcing the Authorizations and Licenses Code. Outside the city of Buenos Aires, our real estate activities are subject to similar municipal zoning, building, occupation and environmental regulations, which must also comply with national standards. In some jurisdictions we may also be subject to regulation of large commercial areas, which require approval of the location of these areas. We believe that all of our real estate properties are in material compliance with relevant laws, ordinances and regulations.
Sales and ownership
Real Estate Installment Sales Law
The Real Estate Installment Sales Law No. 14,005, as amended by Law No. 23,266 and Decree No. 2015/85, or “Real Estate Installment Sales Act,” imposes a series of requirements on contracts for the sale of subdivided real estate property including, for example, that the purchase price for a property is payable in installments. The law requires, among other things:
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Registration of intent to sell the property in subdivided plots with the Real Estate Registry in the jurisdiction where the property is located. Registration is only permitted for unencumbered property. Mortgaged property may only be registered if creditors agree to divide the debt in accordance with subdivided plots. Creditors may be judicially compelled to agree to the partition.
Preliminary registration with the Real Estate Registry of the purchase instrument within 30 days after its execution.
Once the property is registered, the installment sale must be completed in a manner consistent with the Real Estate Installment Sales Act. If a dispute arises over the title between the purchaser and third party creditors of the seller, the installment purchaser who has duly registered the purchase instrument will have title to the plot. The purchaser can demand conveyance of title after at least 25% of the purchase price has been paid, although the seller may record a mortgage over the subject property to secure payment of the balance of the purchase price.
After paying of 25% of the purchase price or advancing of at least 50% of construction, the Real Estate Installment Sales Act prohibits termination of the sales contract for failure by the purchaser to pay the balance of the purchase price but gives the seller the right to enforce under any mortgage on the property.
Buildings Law
Buildings Law No. 19,724 (Ley de Pre horizontalidad) was repealed by the Argentine Civil and Commercial Code which provides that for purposes of execution of sales agreements for units under construction, the owner or developer must purchase insurance in favor of prospective purchasers against the risk of frustration of the development pursuant to the agreement for any reason. A breach of this obligation precludes the owner from exercising any right against the purchaser—such as demanding payment of any outstanding installments due—unless he/she fully complies with their obligations, but does not prevent the purchaser from exercising its rights against the seller.
Protection of the Disabled
The Law for Protection of the Disabled No. 22,431, enacted on March 16, 1981, as amended, provides that properties under construction or that are being remodeled must provide access for handicapped persons. Public spaces, entrances, hallways, elevators and common use facilities must be designed to provide mobility for impaired individuals. Buildings developed before enactment of the Protection for the Disabled Law must be reformatted to provide requisite access. Buildings that, because of their architectural design, may not be adapted to the use by the physically impaired, are exempted from these requirements.
Other regulations
Consumer relations, consumer or end user protection
Article 42 of the Argentine Constitution establishes that consumers and users of goods and services have a right to protection of health, safety and economic interests in a consumer relationship. Consumer Protection Law No. 24,240, as amended, regulates several issues concerning the protection of consumers and end users in a consumer relationship, in the arrangement and execution of contracts. The Consumer Protection Law, and the applicable sections of the Argentine Civil and Commercial Code are intended to regulate the constitutional right conferred under the Constitution on the weakest party to the consumer relationship and prevent potential abuses deriving from the stronger bargaining position of vendors of goods and services in a market economy where standard form contracts are widespread.
These laws deem void and unenforceable contractual provisions included in consumer contracts, that:
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deprive obligations of their nature or limit liability for damages;
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imply a waiver or restriction of consumer rights and an extension of seller rights; and
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impose the shifting of the burden of proof from the consumer to the seller in order to protect the consumers.
In addition, the Consumer Protection Law imposes penalties ranging from warnings to the forfeiture of concession rights, privileges, tax regimes or special credits to which the sanctioned party may be entitled, including closing down establishments for a term of up to 30 days.
The Consumer Protection Law and the Argentine Civil and Commercial Code define consumers or end users as the individuals or legal entities that acquire or use goods or services, free of charge or for a price for their own final use or benefit or that of their family or social group. The protection under the laws afforded to consumers and end users encompasses the entire consumer relationship, from the offering of the product or service, to cover more than just those relationships established by means of a contract. Providers of goods and services include those who produce, import, distribute or commercialize goods or supply services to consumers or users (but excludes professionals whose services require a college degree or higher who are required to register in officially recognized professional organizations).
The Argentine Civil and Commercial Code defines a consumer agreement as one that is entered into between a consumer or end user and an individual or entity that manufactures goods or provides services to consumers for private, family or social use. The Consumer Protection Law imposes a range of penalties for violation of its provisions, from warnings to the forfeiture of concession rights, and establishes joint and several liability of each participant in the chain of distribution or whose trademark on the thing or service for damages caused to consumers derived from a defect or risk inherent in the thing or the provision of a service.
The Consumer Protection Law excludes the services supplied by professionals that require a college degree and registration in officially recognized professional organizations or by a governmental authority. However, this law regulates the advertisements that promote the services of such professionals.
The Consumer Protection Law determines that the information contained in the offer addressed to undetermined prospective consumers binds the offeror during the period when the offer is made until its public revocation. Further, it determines that specifications included in advertisements, announcements, prospectuses, circulars or other media bind the offeror and are considered part of the contract entered into by the consumer.
Pursuant to Resolution No. 104/2005 issued by the Secretariat of Technical Coordination reporting to the Argentine Ministry of Treasury, Consumer Protection Law adopted Resolution No. 21/2004 issued by the Mercosur’s Common Market Group, persons engaged in internet commerce must disclose precisely the characteristics of the products and/or services offered and the sale terms. Failure to comply with the terms of the offer is deemed an unjustified denial to sell and may give rise to sanctions.
On September 17, 2014, the Argentine Congress enacted Law No. 26,993 called “Conflict Resolution in Consumer Relationships System” law that provides for creation of new administrative and judicial procedures. The law created a bicameral administrative system: the Preliminary Conciliation Service for Consumer Relations (Servicio de Conciliación Previa en las Relaciones de Consumo), or “COPREC,” and the Consumer Relations Audit, and a number of courts assigned to the resolution of conflicts between consumers and providers (Fuero Judicial Nacional de Consumo). The amount of any filed claim may not exceed a fixed amount equivalent to 55 adjustable minimum wages, as determined by the Ministry of Labor, Employment and Social Security. The claim must be filed with the administrative agency. If an agreement is not reached, the claimant may file the claim in court. While COPREC is currently in full force and effect, the court system (Fuero Judicial Nacional de Consumo) is still pending. Therefore, any current claim must be filed with existing courts. A considerable number of claims pending against us are expected to be settled within the framework of this system.
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Antitrust Law
Law No. 27,442, as amended, or the “Antitrust Law,” prevents collusive practices by market participants and requires administrative approval for transactions that according to the Antitrust Law constitute an economic concentration. According to this law, mergers, transfers of goodwill, acquisitions of property or rights over shares, capital or other convertible securities, or similar transactions by which the acquirer controls or substantially influences a company, are considered as an economic concentration. Whenever an economic concentration involves a company or companies and the aggregate volume of business in Argentina of the companies concerned exceeds 100 million mobile units, the respective concentration must be submitted for approval to the CNDC. The request for approval may be filed, either prior to the transaction or the implementing of the control take.
For the purpose of determining the volume of the business mentioned on the paragraph before, the CNDC will annually inform the amount in legal currency that will apply during the corresponding year. For that purpose, the CNDC will consider the mobile unit value current at the last business day of the previous year. When a request for approval is filed, the CNDC may (i) authorize the transaction, (ii) subordinate the transaction to the accomplishment of certain conditions or (iii) reject the authorization.
The Antitrust Law provides that economic concentrations in which the transaction amount and the value of the assets subject to acquisition or disposition do not exceed 20 million mobile units each do not require approval. When the amount of the transactions consummated in the preceding 12 months exceeds in aggregate 20 million mobile units or 60 million mobile units in the preceding 36 months, these transactions require CNDC approval.
As our consolidated annual sales volume and our parent’s consolidated annual sales volume exceed ARS 200.0 million, we must give notice to the CNDC of any concentration provided for under the Antitrust Law.
Money laundering
For more information about money laundering see, “Item 10. Additional Information—E. Money Laundering.”
Environmental Law
Our activities are subject to several national, provincial and municipal environmental provisions.
Article 41 of the Argentine Constitution, as amended in 1994, provides that all Argentine inhabitants have the right to a healthy and balanced environment fit for human development and have the duty to preserve it. Environmental damage shall bring about primarily the obligation to restore it as provided by applicable law. The authorities shall control the protection of this right, the rational use of natural resources, the preservation of the natural and cultural heritage and of biodiversity and shall also provide for environmental information and education. The National Government shall establish minimum standards for environmental protection whereas Provincial and Municipal Governments shall fix specific standards and regulatory provisions.
On November 6, 2009, the Argentine Congress passed Law No. 25,675. Such law regulates the minimum standards for the achievement of a sustainable environment and the preservation and protection of biodiversity and fixes environmental policy goals.
Law No. 25,675 establishes the activities that will be subject to an environmental impact assessment procedure and certain requirements applicable thereto. In addition, such Law sets forth the duties and obligations that will be triggered by any damage to the environment and mainly provides for restoration of the environment to its former condition or, if that is not technically feasible, for payment of compensation in lieu thereof. Such Law also fosters environmental education and provides for certain minimum reporting obligations to be fulfilled by natural and legal entities.
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In addition, the CNV Rules require the obligation to report to the CNV any events of any nature and fortuitous acts that seriously hinder or could potentially hinder performance of our activities, including any events that generate or may generate significant impacts on the environment, providing details on the consequences thereof.
The new Argentine Civil and Commercial Code has introduced as a novel feature the acknowledgement of collective rights, including the right to a healthy and balanced environment. Accordingly, the Argentine Civil and Commercial Code expressly sets forth that the law does not protect an abusive exercise of individual rights if such exercise could have an adverse impact on the environment and the rights with a collective impact in general.
Environmental matters
We consistently strive to act responsibly regarding protection of the environment in the management of our operating activities by preventing and minimizing the potential adverse environmental impacts of our activities. We have adopted an environmental impact policy, which is used as a reference for the realization of our investments. We are subject to environmental legislation under a series of laws, ordinances, norms, and national, provincial and municipal regulations of Argentina. Environmental obligations vary depending on the project site, the site’s environmental conditions, current and prior uses, and the activity proposed to be developed. Compliance with environmental laws may result in project delays or impose additional requirements that may result in substantial additional costs that may adversely affect our commercial activities. Before purchasing land or carrying out an investment on a plot of land, we carry out an environmental assessment of the parcel to identify possible environmental contingencies and analyze the possible environmental impact of the investment or the development to be carried out. Historically, our operations have not been negatively affected by the existence or potential existence of pollutants, nor by the failure to obtain environmental approvals or permits.
We intend to continue implementing plans that enhance our monitoring activities, in line with our commitment to and respect for the environment, our compliance obligations and with existing regulations, while seeking to optimize the use of resources.
Organizational Structure
The following table presents information relating to our ownership interest and the percentage of our consolidated total net revenues represented by our subsidiaries as of December 31, 2020:
| % of<br>ownership interest held by the Group | |||
|---|---|---|---|
| Name<br>of the entity | Country | Main<br>activity | As<br>of December 30, 2020 |
| IRSA’s<br>direct interest: | |||
| IRSA CP(1) | Argentina | Real<br>estate | 80.65% |
| E-Commerce Latina<br>S.A. | Argentina | Investment | 100.00% |
| Efanur<br>S.A. | Uruguay | Investment | 100.00% |
| Hoteles Argentinos<br>S.A.U. | Argentina | Hotel | 100.00% |
| Inversora<br>Bolívar S.A. | Argentina | Investment | 100.00% |
| Llao Llao Resorts<br>S.A.(2) | Argentina | Hotel | 50.00% |
| Nuevas Fronteras<br>S.A. | Argentina | Hotel | 76.34% |
| Palermo Invest<br>S.A. | Argentina | Investment | 100.00% |
| Ritelco<br>S.A. | Uruguay | Investment | 100.00% |
| Tyrus<br>S.A. | Uruguay | Investment | 100.00% |
| U.T. IRSA y<br>Galerías Pacifico(2) | Argentina | Investment | 50.00% |
| IRSA<br>CP’s direct interest: | |||
| Arcos del Gourmet<br>S.A. | Argentina | Real<br>estate | 90.00% |
| Emprendimiento<br>Recoleta S.A. | Argentina | Real<br>estate | 53.68% |
| Fibesa<br>S.A.(3) | Argentina | Real<br>estate | 100.00% |
| Panamerican Mall<br>S.A. | Argentina | Real<br>estate | 80.00% |
| Shopping<br>Neuquén S.A. | Argentina | Real<br>estate | 99.95% |
| Torodur<br>S.A. | Uruguay | Investment | 100.00% |
| EHSA | Argentina | Investment | 70.00% |
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| Centro de<br>Entretenimiento La Plata | Argentina | Real<br>estate | 100.00% |
|---|---|---|---|
| Pareto<br>S.A. | Argentina | design and software<br>development | 69.69% |
| Tyrus<br>S.A.’s direct interest: | |||
| DFL and DN<br>BV | Bermuda’s /<br>Netherlands | Investment | 97.04% |
| I Madison<br>LLC | USA | Investment | — |
| IRSA Development<br>LP | USA | Investment | — |
| IRSA International<br>LLC | USA | Investment | 100.00% |
| Jiwin<br>S.A. | Uruguay | Investment | 100.00% |
| Liveck<br>S.A. | Uruguay | Investment | 100.00% |
| Real Estate<br>Investment Group V LP (REIG V) | Bermuda’s | Investment | — |
| Real Estate<br>Strategies LLC | USA | Investment | 100.00% |
| Efanur<br>S.A.’s direct interest: | |||
| Real Estate<br>Investment Group VII LP (REIG VII) | Bermuda’s | Investment | 100.00% |
(1)
Includes interest held through E-Commerce Latina S.A. and Tyrus S.A..
(2)
The Company has consolidated the investment in Llao Llao Resorts S.A. and UT IRSA and Galerías Pacífico considering its equity interest and a shareholder agreement that confers it majority of votes in the decision making process.
(3)
Includes interest held through Ritelco S.A. and Torodur S.A.
Except for the aforementioned items the percentage of votes does not differ from the stake.
The Company takes into account both quantitative and qualitative aspects in order to determine which non-controlling interests in subsidiaries are considered significant.
Property, Plant and Equipment
In the ordinary course of business, we lease property or spaces for administrative or commercial use both in Argentina under operating lease arrangements. The agreements include several clauses, including but not limited, to fixed, variable or adjustable payments.
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The following table sets forth certain information about our properties in Argentina as of December 31, 2020:
| Property(6) | Leasable/<br>Sale sqm / Rooms | Location | Net<br>Book Value ARS(2) | Use | Occupancy<br>rate | |
|---|---|---|---|---|---|---|
| República<br>Building(3) | Apr-08 | 19,885 | City of Buenos<br>Aires | 12,489 | Office<br>Rental | 76.6% |
| BankBoston<br>Tower(3)(13) | Aug-07 | - | City of Buenos<br>Aires | 190 | Office<br>Rental | – |
| Bouchard<br>551 | Mar-07 | – | City of Buenos<br>Aires | 431 | Office<br>Rental | – |
| Intercontinental<br>Plaza Building(3) | Nov-97 | 2,979 | City of Buenos<br>Aires | 1,804 | Office<br>Rental | 100% |
| Bouchard<br>710(3)(14) | Jun-05 | - | City of Buenos<br>Aires | - | Office<br>Rental | - |
| Dot<br>Building(3) | Nov-06 | 11,242 | City of Buenos<br>Aires | 5,884 | Office<br>Rental | 77.1% |
| Zetta<br>Building | Jun-19 | 32,173 | City of Buenos<br>Aires | 17,175 | Office<br>Rental | 84.7% |
| Suipacha<br>664 | Nov-91 | 11,465 | City of Buenos<br>Aires | 2,085 | Office<br>Rental | 31.2% |
| Phillips<br>Building | Jun-17 | 8,017 | City of Buenos<br>Aires | 3,715 | Office<br>Rental | 93.10% |
| Catalinas<br>Building | Jun-20 | 28,714 | City of Buenos<br>Aires | 18,852 | Office<br>Rental | 76.60% |
| San Martín<br>plot (ex Nobleza Picardo) | May-11 | 109,610 | Province of Buenos<br>Aires, Argentina | 7,659 | Other<br>Rentals | 22.5% |
| Other<br>Properties(5) | N/A | N/A | City and Province<br>of Buenos Aires / Detroit U.S | 6,333 | Other<br>Rentals | N/A |
| N/A | ||||||
| Abasto<br>Shopping(3) | Nov-99 | 36,794 | City of Buenos<br>Aires, Argentina | 7,374 | Shopping<br>Mall | 96.6% |
| Alto Palermo<br>Shopping(3) | Dec-97 | 18,655 | City of Buenos<br>Aires, Argentina | 8,936 | Shopping<br>Mall | 96.8% |
| Alto<br>Avellaneda(3) | Dec-97 | 38,800 | Province of Buenos<br>Aires, Argentina | 5,044 | Shopping<br>Mall | 67.6% |
| Alcorta<br>Shopping(3)(12) | Jun-97 | 15,812 | City of Buenos<br>Aires, Argentina | 5,512 | Shopping<br>Mall | 98.2% |
| Patio<br>Bullrich(3) | Oct-98 | 11,396 | City of Buenos<br>Aires, Argentina | 2,528 | Shopping<br>Mall | 90.2% |
| Alto<br>Noa(3) | Nov-95 | 19,313 | City of Salta,<br>Argentina | 1,254 | Shopping<br>Mall | 99.7% |
| Mendoza<br>Plaza(3) | Dec-94 | 43,123 | Mendoza,<br>Argentina | 2,099 | Shopping<br>Mall | 96.9% |
| Alto<br>Rosario(3) | Dec-04 | 33,682 | Santa Fe,<br>Argentina | 4,443 | Shopping<br>Mall | 94.9% |
| Córdoba<br>Shopping –Villa Cabrera(3)(11) | Dec-06 | 15,357 | City of<br>Córdoba, Argentina | 1,373 | Shopping<br>Mall | 95.5% |
| Dot Baires<br>Shopping(3) | May-09 | 48,805 | City of Buenos<br>Aires, Argentina | 5,627 | Shopping<br>Mall | 63.2% |
| Soleil Premium<br>Outlet(3) | Jul-10 | 15,357 | Province of Buenos<br>Aires, Argentina | 2,012 | Shopping<br>Mall | 97.8% |
| La Ribera<br>Shopping(3) | Aug-11 | 10,530 | Santa Fe,<br>Argentina | 650 | Shopping<br>Mall | 96.5% |
| Distrito<br>Arcos (3) | Dec-14 | 14,335 | City of Buenos<br>Aires, Argentina | 2,106 | Shopping<br>Mall | 100.0% |
| Alto<br>Comahue(3) | Mar-15 | 11,702 | Neuquén,<br>Argentina | 1,353 | Shopping<br>Mall | 92.2% |
| Patio<br>Olmos(3) | Sep-97 | – | City of<br>Córdoba, Argentina | 1,251 | Shopping<br>Mall | N/A |
| Caballito Plot of<br>Land(3) | Nov-97 | – | City of Buenos<br>Aires | 4,391 | Land<br>Reserve | N/A |
| Santa María<br>del Plata | Oct-97 | 116,100 | City of Buenos<br>Aires | 27,818 | Other<br>Rentals | 17.3% |
| Catalinas<br>Building | May-10 | – | City of Buenos<br>Aires | 650 | Offices and Other<br>Rentals | N/A |
| Luján plot of<br>land(3) | May-08 | 1,160,000 | Province of Buenos<br>Aires, Argentina | 1,337 | Mixed<br>uses | N/A |
| Other Land<br>Reserves(4) | N/A | N/A | City and Province<br>of Buenos Aires | 9,277 | Land<br>Reserve | N/A |
| Building annexed to<br>Alto Palermo Shopping | N/A | N/A | City of Buenos<br>Aires | 2,334 | Properties under<br>development | N/A |
| Other<br>Developments(15) | N/A | N/A | City of Buenos<br>Aires | 307 | Properties under<br>development | N/A |
| Intercontinental<br>Hotel(7)(12) | Nov-97 | 313 | City of Buenos<br>Aires | 706 | Hotel | 7.6% |
| Libertador<br>Hotel(8)(12) | Mar-98 | 200 | City of Buenos<br>Aires | 327 | Hotel | 5.8% |
| Llao Llao<br>Hotel(9)(10)(12) | Jun-97 | 205 | City of<br>Bariloche | 1,074 | Hotel | 11.0% |
(1)
Total leasable area for each property. Excludes common areas and parking spaces.
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(2)
Cost of acquisition or development plus improvements, less accumulated depreciation, less allowances for our Hotels (considering inflation adjustment). The remaining properties are valued at fair value.
(3)
Through IRSA CP.
(4)
Includes the following land reserves: Pontevedra plot; Mariano Acosta Plot, San Luis Plot, Pilar plot and Merlo plot (through IRSA) and Intercontinental Plot, the building and plot annexed to Dot, Mendoza Plot, Mendoza 2.992 East Av. Plot and La Plata plot (through IRSA CP).
(5)
Includes the following properties: Anchorena 665, Anchorena 545 (Chanta IV), Zelaya 3102, 3103 y 3105, Madero 1020, La Adela, Paseo del Sol, Libertador 498, Beruti Parking Space Santa María del Plata and Detroit properties.
(6)
Percentage of occupation of each property. Land reserves are assets that the company keeps in the portfolio for future developments.
(7)
Through Nuevas Fronteras S.A.
(8)
Through Hoteles Argentinos S.A.U.
(9)
Through Llao Llao Resorts S.A.
(10)
Includes “Terreno Bariloche.”
(11)
The cinema building located at Córdoba Shopping – Villa Cabrera is included in Investment Properties, which is encumbered by a right of antichresis as a result of loan due to Empalme by NAI INTERNACIONAL II Inc. Includes “Ocampo parking spaces”
(12)
Express in number of rooms.
(13)
On November 5, 2020, our subsidiary IRSA CP sold four floor and fifteen parking spaces and on November 12, 2020, it sold three floors and fifteen parking spaces. For more information, see “Recent Developments – Boston Tower Sale.”
(14)
On July 30, 2020, IRSA CP sold the entire building.
(15)
Includes the following developments: EH UT, PH Office Park, Phillips Building and Alto Avellaneda.
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OPERATING AND FINANCIAL REVIEW AND PROSPECTS
A. Operating Results
The following management’s discussion and analysis of our financial condition and results of operations should be read together with “Selected Consolidated Financial Data” and Our Audited Consolidated Financial Statements and related notes appearing elsewhere in this Form 6-K. This discussion and analysis of our financial condition and results of operations contains forward-looking statements that involve risks, uncertainties and assumptions. These forward-looking statements include such words as, “expects,” “anticipates,” “intends,” “believes” and similar language. Our actual results may differ materially and adversely from those anticipated in these forward-looking statements as a result of many factors, including without limitation those set forth elsewhere in this Form 6-K. See Item 3 “Key Information – D. Risk Factors” for a more complete discussion of the economic and industry-wide factors relevant to us.
General
We prepare our Audited Consolidated Financial Statements in pesos and in accordance with IFRS, as issued by the IASB, and with CNV Rules. Our Audited Consolidated Financial Statements included in our Form 6-K filed on January 5, 2021 have been recast to: (a) present the audited consolidated financial statements in the measuring unit current at the end of the reporting period as of September 30, 2020); and (b) reflect IRSA’s loss of control of IDBD and DIC on September 25, 2020 and, consequently, the deconsolidation of such investees since that date. As a result, income and expenses from our Operations Center in Israel have been presented within Discontinued Operations in the consolidated statements of income and other comprehensive income for the years ended June 30, 2020, 2019 and 2018. Accordingly, the following management’s discussion and analysis of our financial condition and results of operations will be focused primarily on our Operations Center in Argentina.
Our Audited Consolidated Financial Statements and the financial information included elsewhere in this Form 6-K have been prepared in accordance with IFRS. We have determined that, as of July 1, 2018, the Argentine economy qualifies as a hyperinflationary economy according to the guidelines of IAS 29 since the total cumulative inflation in Argentina in the 36 months prior to July 1, 2018 exceeded 100%. IAS 29 requires that the financial information recorded in a hyperinflationary currency be adjusted by applying a general price index and expressed in the measuring unit (the hyperinflationary currency) current at the end of the reporting period. Therefore, our Audited Consolidated Financial Statements included in this Form 6-K have been adjusted by applying a general price index. See “Risk Factors—Risks Relating to Argentina—A high level of uncertainty with regard to these economic variables, and a general lack of stability in terms of inflation, could have a negative impact on economic activity and adversely affect our financial condition
Overview
We are engaged, directly and indirectly through subsidiaries and joint ventures, in a range of diversified activities, primarily in real estate, including:
i. the acquisition, development and operation of shopping malls,
ii. the acquisition and development of office buildings and other non-shopping mall properties primarily for rental purposes,
iii. the development and sale of residential properties,
iv. the acquisition and operation of luxury hotels,
v. the acquisition of undeveloped land reserves for future development or sale, and
vi. selective investments outside Argentina.
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Effects of the global macroeconomic factors
The table below shows Argentina’s GDP, inflation rates, dollar exchange rates, the appreciation (depreciation) of the Peso against the U.S. dollar, and the appreciation (depreciation) of the NIS against the U.S. dollar for the indicated periods (inter-annual information—which is the 12 month period preceding the dates presented—is presented to conform to our fiscal year periods).
| As<br>of December 31, | Fiscal<br>year ended June 30, | |||
|---|---|---|---|---|
| 2020 | 2020 | 2019 | 2018 | |
| (year-to-year<br>data) | ||||
| GDP (1) | (4.3)% | (19.1)% | (3.7)% | 2.0% |
| Inflation<br>(IPIM)(2) | 19.8% | 39.7% | 60.8% | 44.1% |
| Inflation<br>(CPI) | 27.3% | 42.8% | 55.8% | 29.5% |
| Depreciation of the<br>Peso against the U.S. dollar | (19.5)% | (66.1)% | (47.1)% | (73.7)% |
| Average exchange<br>rate per USD1.00(3) | ARS<br>84.0500 | ARS 70.3600 | ARS 42.3630 | ARS 28.8000 |
(1)
Represents inter-annual growth of the last twelve months GDP average at constant prices (2004).
(2)
IPIM (Índice de Precios Internos al por Mayor) is the wholesale price index as measured by the Argentine Ministry of Treasury.
(3)
Represents average of the selling and buying exchange rate quoted by Banco de la Nación Argentina as of June 30, 2020. As of March 2, 2021, the exchange rate was 90.1500 per U.S. Dollar.
Source: INDEC and Banco de la Nación Argentina.
Argentine GDP contracted 10.2% during the third quarter of 2020 fiscal year, compared to the third quarter of 2019. Nationally, shopping mall sales decreased 82.2% in fiscal 2020 compared to fiscal 2019. As of June 30, 2020, the unemployment rate was at 13.1% of the country’s economically active population compared to 10.6% as of June 30, 2019. The monthly estimate of economic activity (“EMAE”) as of December 31, 2020, contracted by 2.2% compared to the same month in 2019. In the third quarter of 2020, the activity rate was 42.3%, the employment rate was 37.4% and the unemployment rate was 11.7%.
In the context of the health emergency related to the COVID-19 pandemic, the main impact on the labor market was verified in the dynamics of the employment rate (TE), which measures the proportion of employed persons in relation to the total population. The second quarter of 2020 showed a drop of 8.8 percentage points (p.p.) compared to the first quarter of the year and of 9.2 p.p. compared to the second quarter of 2019, driven by the lower proportion of people who were able to report to work. Due to COVID-19 pandemic, total sales at current prices in the month of June 2020 relevant to the survey reached a total of ARS 2,841.6 million, which represents a decrease of 82.2% compared to the month of June 2019.
Changes in short- and long-term interest rates, unemployment and inflation rates may reduce the availability of consumer credit and the purchasing power of individuals who frequent shopping malls. These factors, combined with low GDP growth, may reduce general consumption rates at our shopping malls. Since most of the lease agreements at our shopping malls, our main source of revenue, require tenants to pay a percentage of their total sales as rent, a general reduction in consumption may reduce our revenue. A reduction in the number of shoppers at our shopping malls and, consequently, in the demand for parking, may also reduce our revenues from services rendered.
Effects of inflation
The following are annual inflation rates during the fiscal years indicated, based on information published by the INDEC, an entity dependent of the Argentine Ministry of Treasury.
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| Consumer<br>price index | Wholesale<br>price index | |
|---|---|---|
| (year-to-year<br>data) | ||
| Fiscal<br>Year ended June 30, | ||
| 2018 | 29.5% | 44.1% |
| 2019 | 55.8% | 60.8% |
| 2020 | 42.8% | 39.7% |
| As of December 31,<br>2020 | 27.3% | 19.8% |
The current structure of IRSA CP’s leases contracts for shopping mall tenants generally include provisions that provide for payment of variable rent, which is a percentage of the IRSA CP’s shopping mall tenant’s sales. Therefore, the projected cash flows for these shopping malls generally are highly correlated with GDP growth and consumption power.
For the leases of spaces at our shopping malls we use for most tenants a standard lease agreement, the terms and conditions of which are described below. However, our largest tenants generally negotiate better terms for their respective leases. No assurance can be given that lease terms will be as set forth in the standard lease agreement.
The rent specified in our leases generally is the higher of (i) a monthly Base Rent and (ii) a specified percentage of the store’s monthly gross sales, which generally ranges between 2% and 10% of such sales. In addition, pursuant to the rent escalation clause in most of our leases, a tenant’s Base Rent generally increases between 10% and 15% on a semi-annual and cumulative basis from the seventh (7th) month following effectiveness of the lease. Although many of our lease agreements contain price adjustment provisions, these are not based on an official index nor do they reflect the inflation index. In the event of litigation regarding these adjustment provisions, there can be no assurance that we may be able to enforce such clauses contained in our lease agreements. See “Information of the Company—Business Overview—Our Shopping Malls—Principal Terms of our Leases.”
Continuing increases in the rate of inflation are likely to have an adverse effect on our operations. Although higher inflation rates in Argentina may increase minimum lease payments, given that tenants tend to pass on any increases in their expenses to consumers, higher inflation may lead to an increase in the prices our tenants charge consumers for their products and services, which may ultimately reduce their sales volumes and consequently the portion of rent we receive based on our tenants’ gross sales.
In addition, we measure the fair market value of our shopping malls based upon the estimated cash flows generated by such assets which, as discussed in previous paragraphs, is directly related to consumer spending since a significant component of the rent payment received from our tenants is tied to the sales realized by such tenants (i.e. is a percentage of the sales of our tenants). Therefore, macroeconomic conditions in Argentina have an impact in the fair market value of our shopping malls as measured in pesos. Specifically, since our tenants’ products have been adjusted (increased) to account for inflation of the peso, our expected cash flows from our shopping malls have similarly increased in nominal terms since rent is largely dependent on sales of our tenants in pesos.
Seasonality
Our business is directly affected by seasonality, influencing the level of our tenants’ sales. During Argentine summer holidays (January and February) our tenants’ sales typically reach their lowest level, whereas during winter holidays (July) and in Christmas (December) they reach their maximum level. Clothing retailers generally change their collections in spring and autumn, positively affecting our shopping malls’ sales. Discount sales at the end of each season are also one of the main seasonal factors affecting our business. See “Item 5.A. Operating Results – The Ongoing COVID-19 Pandemic.”
In Israel, the retail segment business’s results are subject to seasonal fluctuations as a result of the consumption behavior of the population proximate to the Passover holidays (March and/or April) and Rosh Hashanah and Sukkoth holidays (September and/or October). This also affects the balance sheet values of inventory, customers
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and suppliers. Revenues from cellular services are usually affected by seasonality with the third quarter of the year characterized by higher roaming revenues due to increased incoming and outgoing tourism.
Effects of interest rate fluctuations
Most of our U.S. dollar-denominated debt accrues interest at a fixed rate. An increase in interest rates will result in a significant increase in our financing costs and may materially affect our financial condition or our results of operations.
In addition, a significant increase of interest rates could deteriorate the terms and conditions in which our tenants obtain financing from banks and financial institutions in the market. As a consequence of that, if they suffer liquidity problems the collection of our lease contracts could be affected by an increase in the level of delinquency.
Effects of foreign currency fluctuations
A significant portion of our financial debt is denominated in U.S. dollars. Therefore, a devaluation or depreciation of the peso against the U.S. dollar would increase our indebtedness measured in pesos and materially affect our results of operations. Foreign currency exchange restrictions imposed by the Argentine government could prevent or restrict our access to U.S. dollars, affecting our ability to service our U.S. dollar denominated- liabilities.
In addition, contracts for the rental of office buildings are generally stated in U.S. dollars, so a devaluation or depreciation of the peso against the U.S. dollar would increase the risk of delinquency on our lease receivables.
As discussed above, we calculate the fair market value of our office properties based on comparable sales transactions. Typically real estate transactions in Argentina are transacted in U.S. dollars. Therefore, a devaluation or depreciation of the peso against the U.S. dollar would increase the value of our real estate properties measured in pesos and an appreciation of the peso would have the opposite effect. In addition, foreign currency exchange restrictions imposed by Argentine government could prevent or restrict the access to U.S. dollars for the acquisition of real estate properties, which are denominated and transacted in U.S dollars in Argentina, that could affect our ability to sell or acquire real estate properties and could have an adverse impact in real estate prices.
For more information about the evolution of the U.S dollar / Peso exchange rate, see “Exchange Rate and Exchange Controls.”
Fluctuations in the market value of our investment properties as a result of revaluations
Currently, our interests in investment properties are revalued quarterly. Any increase or decrease in the fair value of our investment properties, based on appraisal reports prepared by appraisers, is recorded in our consolidated statement of comprehensive income for the fiscal year during which the revaluation occurs. The revaluation of our properties may therefore result in significant fluctuations in the results of our operations.
Property values are affected by, among other factors, a) shopping malls, which are mainly impacted by the discount rate used (WACC), the projected GDP growth and the projected inflation and devaluation for future periods and b) office buildings, which are mostly impacted by the supply and demand of comparable properties and the U.S. dollar / peso exchange rate at the reporting period, as office buildings fair value is generally established in U.S. dollars. For example:
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during the six-month period ended December 31, 2020, there was a 19.5% depreciation of the peso from ARS 70.36 to USD 1.00 as of June 30, 2020 to ARS 84.05 to USD1.00 as of December 31, 2020.
The value of the Company investment properties is determined in U.S. dollar pursuant to the methodologies further described in “Critical Accounting Policies and estimates” and then determined in pesos (the Company functional and presentation currency).
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In the past, purchases and sales of office buildings were usually settled in US dollars, However, as a consequence of the restrictions imposed by the BCRA on foreign exchange transactions, purchase and sales of office buildings are now usually settled in Argentine pesos, using an implicit exchange rate that is higher than the official one (as it was the case in the operations carried out by IRSA CP in the past few months). Therefore, IRSA CP has valued its office buildings and undeveloped parcels of land in Argentine pesos at the end of the year, considering the situation described above, which results in a gain with respect to the values previously recorded.
Factors Affecting Comparability of our Results
Comparability of information
Operations Center in Argentina
Office buildings
On June 30, 2019, IRSA CP’s Office portfolio consisted of 115,378 sqm of GLA after incorporating the recently inaugurated Zetta building. Additionally, we acquired the Maltería Hudson plot that has a surface area of 147,895 sqm and approximately 40,000 GLA at the intersection of Route 2 and Buenos Aires - La Plata highway.
On June 30, 2020, IRSA CP has acquired as an investment property the building “200 Della Paolera” located in Catalinas District in Buenos Aires. It consists of 35,208 sqm of gross leasable area over 30 office floors and includes 316 parking lots in 4 basements.
Shopping malls
During the fiscal years ended June 30, 2020 and 2019, we maintained the same portfolio of operating shopping malls. During the fiscal year ended June 30, 2019, the surface area of our Shopping Malls segment was reduced by 11,875 sqm due to the return of Buenos Aires Design, whose concession terminated in November 2018.
Operations Center in Israel
IDBD and DIC, our principal subsidiaries in the Operations Center in Israel, report their quarterly and annual results following Israeli regulations, whose filing deadlines fall after the filing deadlines in Argentina. In addition, IDBD and DIC fiscal year ends differ from our fiscal year end, consequently, we consolidate the results of operations from IDBD and DIC on a three-month lag basis adjusted for the effects of any significant transactions taking place within such period. As such, our consolidated statement of income and other comprehensive income for the year ended June 30, 2020 includes the results of IDBD and DIC for the 12-month period from April 1, 2019 to March 31, 2020, adjusted for the significant transactions that occurred between April 1, 2020 and June 30, 2020. As further described above, we lost control on IDBD and DIC on September 25, 2020 and thus, our Audited Consolidated Financial Statements included elsewhere in this Form 6-K present the results of operations of the Operations Center in Israel within Discontinued Operations.
Business Segment Reporting
IFRS 8 requires an entity to report financial and descriptive information about its reportable segments, which are operating segments or aggregations of operating segments that meet specified criteria. Operating segments are components of an entity about which separate financial information is available that is evaluated regularly by the CODM. According to IFRS 8, the CODM represents a function whereby strategic decisions are made and resources are assigned. The CODM function is carried out by the President of the Group, Mr. Eduardo S. Elsztain. Upon the acquisition of IDBD, two responsibility levels have been established for resource allocation and assessment of results of the two operations centers, through executive committees in Argentina and Israel.
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Segment information is reported from two perspectives: geographic presence (Argentina and Israel) and products and services. In each operations center, the Group considers separately the various activities being developed, which represent reporting operating segments given the nature of its products, services, operations and risks. Management believes the operating segment clustering in each operations center reflects similar economic characteristics in each region, as well as similar products and services offered, types of clients and regulatory environments.
As described in “Presentation of Financial and Certain Other Information,” we lost control of IDBD and DIC on September 25, 2020 and, accordingly, we have presented the results of operations of the Operation Center in Israel within Discontinued Operations in our Audited Consolidated Financial Statements. Segment information for the years ended June 30, 2020, 2019 and 2018 and for the three and six-month periods ended September 30, 2019 and December 31, 2019, respectively, have been recast for purposes of comparability.
As from fiscal year 2018, the CODM reviews certain corporate expenses associated with each operations center in an aggregate manner and separately from each of the segments, such expenses have been disclosed in the “Corporate” segment of each operations center. Additionally, as from fiscal year 2018, the CODM reviews the offices business as a single segment and the entertainment business in an aggregate manner and separately from the offices segment. The entertainment business is presented within the “Others” segment.
Below is the segment information which was prepared as follows:
Operations Center in Argentina: Within this operations center, the Group operates in the following segments:
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The “Shopping Malls” segment includes results principally comprised of lease and service revenues related to rental of commercial space and other spaces in the shopping malls of the Group.
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The “Offices” segment includes the operating results from lease revenues of offices, other rental spaces and other service revenues related to the office activities.
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The “Sales and Developments” segment includes the operating results of the development, maintenance and sales of undeveloped parcels of land and/or trading properties. Real estate sales results are also included.
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The “Hotels” segment includes the operating results mainly comprised of room, catering and restaurant revenues.
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The “International” segment includes assets and operating profit or loss from business related to associates Condor (hotels) and New Lipstick (offices).
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The “Others” segment primarily includes the entertainment activities through ALG Golf Center S.A., La Rural S.A. and TGLT, and the financial activities carried out by BHSA.
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The “Corporate” segment includes the expenses related to the corporate activities of the Operations Center in Argentina.
The CODM periodically reviews the results and certain asset categories and assesses performance of operating segments of this operations center based on a measure of profit or loss of the segment composed by the operating income plus the share of profit / (loss) of joint ventures and associates. The valuation criteria used in preparing this information are consistent with IFRS, the accounting standards used for the preparation of our Audited Consolidated Financial Statements, except for the following:
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Operating results from joint ventures are evaluated by the CODM applying proportional consolidation method. Under this method, profit/loss and assets are reported in the Statement of Income and Other Comprehensive Income on a line-by-line basis, based on the percentage held in joint ventures rather than in a single item as required by IFRS. Management believes that the proportional consolidation method provides more useful information to understand the business return. On the other hand, the investment in the joint venture La Rural S.A. is accounted for under the equity method since this method is considered to provide more accurate information in this case.
Operating results from Shopping Malls and Offices segments do not include the amounts pertaining to building administration expenses and collective promotion funds (“FPC,” as per its Spanish acronym) as well as total recovered costs, whether by way of expenses or other concepts included under financial results (for example default interest and other concepts). The CODM examines the net amount from these items (total surplus or deficit between building administration expenses and FPC and recoverable expenses).
The assets’ categories examined by the CODM are: investment properties, property, plant and equipment, trading properties, inventories, right to receive future units under barter agreements, investment in associates and goodwill. The sum of these assets, classified by business segment, is reported under “assets by segment.” Assets are allocated to each segment based on the operations and/or their physical location.
Within the Operations Center in Argentina, most revenue from its operating segments is derived from, and their assets are located in, Argentina, except for the share of profit / (loss) of associates included in the “International” segment located in USA.
Revenues for each reporting segments derive from a large and diverse client base and, therefore, there is no revenue concentration in any particular segment.
Operations Center in Israel: Within this operations center, as of June 30, 2020, the Company operated in the following segments:
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The “Real Estate” segment in which, through PBC, the Group operates rental properties and residential properties in Israel, USA and other parts of the world and carries out commercial projects in Las Vegas, USA. In this fiscal year, the Company lost control over Gav-Yam. Income was reclassified to discontinued operations and no longer forms part of this segment in this fiscal year. The comparative information has been adjusted accordingly. As of September 2019, Gav-Yam started to be accounted for as an associate.
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The “Supermarkets” segment in which, through Shufersal, the Group operated a supermarket chain in Israel. Upon the loss of control in 2018 this segment was reclassified to discontinued operations and presented as an associate since 2019. Due to the loss of control, it was reclassified to discontinued operations and no longer represents a segment for fiscal year 2018.
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The “Telecommunications” segment includes Cellcom whose main activities include the provision of mobile phone services, fixed line phone services, data, Internet and television, among others.
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The “Insurance” segment includes the investment in Clal, insurance company which main activities includes pension and social security insurance, among others. As stated in Note 14, the Group does not have control over Clal; therefore, the business is reported in a single line as a financial asset held for sale and valued at fair value.
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The “Others” segment includes other diverse business activities, such as technological developments, tourism, oil and gas assets, electronics, agricultural activities and others.
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The “Corporate” segment includes the expenses related with the activities of the holding companies.
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Goods and services exchanged between segments are calculated on the basis of established prices. Intercompany transactions between segments, if any, are eliminated.
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Results of Operations for the periods ended December 31, 2020 compared to the periods ended December 31, 2019
Below is a summary of the operating segments by geography and a reconciliation between the total of the operating result according to the information by segments and the operating result according to the income statement for the periods ended December 31, 2020 and 2019.
| Total Segment | Joint Ventures | Expenses and Collective Promotion Fund | Inter-segment eliminations and non-reportable assets /<br>liabilities | Total income statement / statement of financial<br>position | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 12.31.20 | 12.31.19 | Var. | 12.31.20 | 12.31.19 | Var. | 12.31.20 | 12.31.19 | Var. | 12.31.20 | 12.31.19 | Var. | 12.31.20 | 12.31.19 | Var. | |
| (in million ARS) | |||||||||||||||
| Revenues | 3,854 | 8,891 | (5,037) | (17) | (54) | 37 | 1,127 | 2,095 | (968) | (13) | (16) | 3 | 4,951 | 10,916 | (5,965) |
| Costs | (1,423) | (1,852) | 429 | 31 | 31 | - | (1,237) | (2,189) | 952 | - | 4 | (4) | (2,629) | (4,006) | 1,377 |
| Gross profit/(loss) | 2,431 | 7,039 | (4,608) | 14 | (23) | 37 | (110) | (94) | (16) | (13) | (12) | (1) | 2,322 | 6,910 | (4,588) |
| Net<br>gain/(loss) from fair value adjustment of investment<br>properties | 9,774 | 5,637 | 4,137 | (508) | (344) | (164) | - | - | - | - | - | - | 9,266 | 5,293 | 3,973 |
| General<br>and administrative expenses | (1,538) | (1,617) | 79 | 3 | 7 | (4) | - | - | - | 20 | 20 | - | (1,515) | (1,590) | 75 |
| Selling<br>expenses | (794) | (730) | (64) | 7 | 5 | 2 | - | (33) | 33 | - | - | - | (787) | (758) | (29) |
| Other<br>operating results, net | (104) | (39) | (65) | 1 | 19 | (18) | 1 | 27 | (26) | (7) | (8) | 1 | (109) | (1) | (108) |
| Profit/(loss) from operations | 9,769 | 10,290 | (521) | (483) | (336) | (147) | (109) | (100) | (9) | - | - | - | 9,177 | 9,854 | (677) |
| Share<br>of profit/(loss) of associates and joint ventures | (807) | (1,755) | 948 | 354 | 242 | 112 | - | - | - | - | - | - | (453) | (1,513) | 1,060 |
| Segment profit/(loss) | 8,962 | 8,535 | 427 | (129) | (94) | (35) | (109) | (100) | (9) | - | - | - | 8,724 | 8,341 | 383 |
| Reportable<br>assets | 184,867 | 139,307 | 45,560 | (958) | (812) | (146) | - | - | - | 16,220 | 34,758 | (18,538) | 200,129 | 173,253 | 26,876 |
| Reportable<br>liabilities | - | - | - | - | - | - | - | - | - | (107,848) | (122,649) | 14,801 | (107,848) | (122,649) | 14,801 |
| Net reportable assets | 184,867 | 139,307 | 45,560 | (958) | (812) | (146) | - | - | - | (91,628) | (87,891) | (3,737) | 92,281 | 50,604 | 41,677 |
Operations Center in Argentina
Below is a summary analysis of the operating segments by products and services of the Operations Center in Argentina for the periods ended December 31, 2020 and 2019
| Shopping Malls | Offices | Sales and Developments | Hotels | International | Corporate | Others | Total | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 12.31.20 | 12.31.19 | Var. | 12.31.20 | 12.31.19 | Var. | 12.31.20 | 12.31.19 | Var. | 12.31.20 | 12.31.19 | Var. | 12.31.20 | 12.31.19 | Var. | 12.31.20 | 12.31.19 | Var. | 12.31.20 | 12.31.19 | Var. | 12.31.20 | 12.31.19 | Var. | |
| (in million ARS) | ||||||||||||||||||||||||
| Revenues | 1,943 | 4,961 | (3,018) | 1,118 | 1,491 | (373) | 358 | 626 | (268) | 119 | 1,726 | (1,607) | 297 | 7 | 290 | - | - | - | 19 | 80 | (61) | 3,854 | 8,891 | (5,037) |
| Costs | (292) | (394) | 102 | (91) | (81) | (10) | (371) | (350) | (21) | (335) | (961) | 626 | (251) | (7) | (244) | - | - | - | (83) | (59) | (24) | (1,423) | (1,852) | 429 |
| Gross profit/(loss) | 1,651 | 4,567 | (2,916) | 1,027 | 1,410 | (383) | (13) | 276 | (289) | (216) | 765 | (981) | 46 | - | 46 | - | - | - | (64) | 21 | (85) | 2,431 | 7,039 | (4,608) |
| Net<br>gain/(loss) from fair value adjustment of investment<br>properties | (4,762) | (2,554) | (2,208) | 7,796 | 4,528 | 3,268 | 6,167 | 3,463 | 2,704 | - | - | - | 3 | - | 3 | - | - | - | 570 | 200 | 370 | 9,774 | 5,637 | 4,137 |
| General<br>and administrative expenses | (674) | (594) | (80) | (178) | (158) | (20) | (146) | (155) | 9 | (157) | (241) | 84 | (31) | (74) | 43 | (325) | (317) | (8) | (27) | (78) | 51 | (1,538) | (1,617) | 79 |
| Selling<br>expenses | (116) | (346) | 230 | (79) | (59) | (20) | (529) | (133) | (396) | (47) | (184) | 137 | (20) | - | (20) | - | - | - | (3) | (8) | 5 | (794) | (730) | (64) |
| Other<br>operating results, net | (65) | (89) | 24 | (8) | (42) | 34 | (37) | (4) | (33) | 10 | (12) | 22 | (1) | (1) | - | - | - | - | (3) | 109 | (112) | (104) | (39) | (65) |
| Profit/(loss) from operations | (3,966) | 984 | (4,950) | 8,558 | 5,679 | 2,879 | 5,442 | 3,447 | 1,995 | (410) | 328 | (738) | (3) | (75) | 72 | (325) | (317) | (8) | 473 | 244 | 229 | 9,769 | 10,290 | (521) |
| Share<br>of profit/(loss) of associates and joint ventures | - | - | - | - | - | - | (15) | - | (15) | - | - | - | (542) | (519) | (23) | - | - | - | (250) | (1,236) | 986 | (807) | (1,755) | 948 |
| Segment profit/(loss) | (3,966) | 984 | (4,950) | 8,558 | 5,679 | 2,879 | 5,427 | 3,447 | 1,980 | (410) | 328 | (738) | (545) | (594) | 49 | (325) | (317) | (8) | 223 | (992) | 1,215 | 8,962 | 8,535 | 427 |
| Reportable<br>assets | 54,593 | 58,703 | (4,110) | 70,222 | 42,600 | 27,622 | 45,971 | 36,816 | 9,155 | 2,133 | 2,250 | (117) | 1,969 | (9,886) | 11,855 | 7 | 7 | - | 9,972 | 8,817 | 1,155 | 184,867 | 139,307 | 45,560 |
| Reportable<br>liabilities | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - |
| Net reportable assets | 54,593 | 58,703 | (4,110) | 70,222 | 42,600 | 27,622 | 45,971 | 36,816 | 9,155 | 2,133 | 2,250 | (117) | 1,969 | (9,886) | 11,855 | 7 | 7 | - | 9,972 | 8,817 | 1,155 | 184,867 | 139,307 | 45,560 |
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Operations Center in Argentina
Below is a summary analysis of the operating segments by products and services of the Operations Center in Israel where only assets and liabilities are presented as of December 31,2019
| Real Estate | Supermarkets | Telecommunications | Insurance | Corporate | Others | Total | |
|---|---|---|---|---|---|---|---|
| 12.31.19 | 12.31.19 | 12.31.19 | 12.31.19 | 12.31.19 | 12.31.19 | 12.31.19 | |
| (in Million ARS) | |||||||
| Reportable<br>assets | 182,170 | 30,553 | 156,780 | 9,989 | 39,527 | 90,512 | 509,531 |
| Reportable<br>liabilities | (167,716) | - | (122,483) | - | (131,502) | (27,623) | (449,324) |
| Net reportable assets | 14,454 | 30,553 | 34,297 | 9,989 | (91,975) | 62,889 | 60,207 |
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Revenues December 2020 vs December 2019
Revenues from sales, leases, and services, according to the income statement, decreased by ARS 5,965 million from ARS 10,916 million during the six-month period ended December 31, 2019 to ARS 4,951 million during the six-month period ended December 31, 2020. In index terms, revenues from sales, leases, and services decreased by 54.6%.
In turn, revenues from expenses and Collective Promotion Fund decreased by 46.2%, from ARS 2,095 million (out of which ARS 1,936 million are allocated to the Shopping Malls segment and ARS 159 million are allocated to the Offices segment) during the six-month period ended December 31, 2019, to ARS 1,127 million (out of which ARS 1,020 million are allocated to the Shopping Malls segment and ARS 107 million are allocated to the Offices segment) during the six-month period ended December 31, 2020.
Moreover, revenues from our joint ventures decreased by 68.5%, from ARS 54 million (out of which ARS 46 million are allocated to the Shopping Malls segment and ARS 8 million are allocated to the Offices segment) during the six-month period ended December 31, 2019 to ARS 17 million (out of which ARS 7 million are allocated to the Shopping Malls segment and ARS 10 million are allocated to the Offices segment) during the six-month period ended December 31, 2020.
Finally, revenues from inter-segment transactions decreased by ARS 3 million, from ARS 16 million during the six-month period ended December 31, 2019, to ARS 13 million during the six-month period ended December 31, 2020.
Therefore, according to information by segments, revenues decreased by ARS 5,037 million, from ARS 8,891 million during the six-month period ended December 31, 2019, to ARS 3,854 million during the six-month period ended December 31, 2020. Revenues, according to information by segments, decreased by 56.7%.
Shopping Malls. Revenues from the Shopping Malls segment decreased by 60.8% from ARS 4,961 million during the six-month period ended December 31, 2019, to ARS 1,943 million during the six-month period ended December 31, 2020. Such fall is mainly attributable to: (i) an ARS 1.655 million decrease in revenues from permanent leases (total sales from our lessees decrease 55.4% from ARS 61,515 million in period 2019 to ARS 27,497 million in period 2020). Compared to the comparative quarter, there is an 277.0% increase in real terms due to the reopening of 100% of shopping malls of the Group as of October 30, 2020; (ii) a decrease in contingent leases revenue of ARS 980 million; (iii) an ARS 292 million decrease in revenue from admission rights; (iv) an ARS 251 million decrease in revenue from parking; partially offset by (v) an ARS 168 million increase in the revenue from averaging of scheduled rent escalation.
Offices. Revenues from the Offices segment decreased by 25.0% from ARS 1,491 million during the six-month period ended December 31, 2019, to ARS 1,118 million during the six-month period ended December 31, 2020. This variation is mainly explained by a decrease of 27.7% in revenues from leases, from ARS 1,480 million during the six-month period ended December 31, 2019 to ARS 1,070 million during the six-month period ended December 31, 2020, mainly as a result of less income from leases due to the sale of Bouchard Building and sale of floors in Boston Tower during the period ended December 31, 2020.
Sales and Developments. Revenues from the Sales and Developments segment recorded a 42.8% decrease from ARS 626 million during the six-month period ended December 31, 2019, to ARS 358 million during the six-month period ended December 31, 2020. This segment often varies significantly from period to period due to the non-recurrence of different sales transactions carried out by the Group over time.
Hotels. Revenues from our Hotels segment decreased by 93.1% from ARS 1,726 million during the six-month period ended December 31, 2019, to ARS 119 million during the six-month period ended December 31, 2020, mainly due to a decrease in revenues as a result of the fall in the tourist industry during this period because of COVID 19.
International. Revenues from our International segment increased by ARS 290 million, from ARS 7 million during the six-month period ended December 31, 2019, to ARS 297 million during the six-month period ended December 31, 2020, due to the sale of Stowe House in USD 3.45 million, generating a profit of USD 0.3 million.
Corporate. Revenues associated with our Corporate segment showed no variations for the reported periods.
Others. Revenues from the Others segment decreased by 76.3% from ARS 80 million during the six-month period ended December 31, 2019, to ARS 19 million during the six-month period ended December 31, 2020, mainly due to the lack of incomes derived from LA RURAL S.A. – OFC S.R.L. – OGDEN S.A. – ENTRETENIMIENTO
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UNIVERSAL S.A. – Joint venture – (Convention Center and Exhibitions of the City of Buenos Aires Administrator), attributable to the COVID-19 pandemic.
Costs December 2020 vs December 2019
Total consolidated costs, according to the income statement, decreased by ARS 1,377 million, from ARS 4,006 million during the six-month period ended December 31, 2019, to ARS 2,629 million during the six-month period ended December 31, 2020. In index terms, costs decreased by 34.4%. Furthermore, consolidated total costs measured as a percentage of consolidated total revenues increased from 36.7% during the six-month period ended December 31, 2019 to 53.1% during the six-month period ended December 31, 2020.
In turn, costs related to expenses and Collective Promotion Fund decreased by 43.5% from ARS 2,189 million (out of which ARS 2,024 million are allocated to the Shopping Malls segment and ARS 165 million are allocated to the Offices segment) during the six-month period ended December 31, 2019, to ARS 1,237 million (out of which ARS 1,126 million are allocated to the Shopping Malls segment and ARS 111 million are allocated to the Offices segment) during the six-month period ended December 31, 2020, mainly due to lower costs originated by our Shopping Malls, which decreased by 44.4% from ARS 2,024 million during the six-month period ended December 31, 2019, to ARS 1,126 million during the six-month period ended December 31, 2020.
Likewise, costs from our joint ventures showed no variations remaining stable at ARS 31 million during the six-month period ended December 31, 2019 (out of which ARS 4 million are allocated to the Shopping Malls segment; ARS 22 million to the Offices segment and 5 million to the Sales and Developments segment) and ARS 31 million during the six-month period ended December 31, 2020 (out of which ARS 4 million are allocated to the Shopping Malls segment; ARS 23 million to the Offices segment and 4 million to the Sales and Developments segment).
Finally, costs from inter-segment operations showed no variations for the reported periods.
Therefore, according to information by segments (taking into account the costs from our joint ventures and without considering the costs associated with expenses and collective promotion fund or the costs from inter-segment operations), costs evidenced a decrease of ARS 429 million, from ARS 1,852 million during the six-month period ended December 31, 2019 to ARS 1,423 million during the six-month period ended December 31, 2020. In index terms, costs decreased by 23.2%. Likewise, total costs, measured as a percentage of total revenues, according to information by segments, increased from 20.8% during the six-month period ended December 31, 2019 to 36.9% during the six-month period ended December 31, 2020.
Shopping Malls. Costs associated with the Shopping Malls segment decreased by 25.9%, from ARS 394 million during the six-month period ended December 31, 2019, to ARS 292 million during the six-month period ended December 31, 2020, mainly due to: (i) a decrease in maintenance expenses of ARS 82 million; (ii) an ARS 8 million decrease in fees and compensation services; (iii) a decrease in leases and expenses of ARS 4 million; partially offset by: (iv) an increase in salaries, social security and other personnel administrative expenses of ARS 9 million. Costs associated with the Shopping Malls segment, measured as a percentage of the revenues from this segment, increased from 7.9% during the six-month period ended December 31, 2019, to 15.0% during the six-month period ended December 31, 2020.
Offices. Costs associated with the Offices segment increased by 12.3%, from ARS 81 million during the six-month period ended December 31, 2019, to ARS 91 million during the six-month period ended December 31, 2020, mainly due to (i) an increase of ARS 7 million in salaries, social security charges and other personnel administrative expenses; (ii) an increase in taxes, rates and contributions of ARS 5 million; (iii) an increase in fees and compensation services of ARS 3 million; offset by: (iv) a decrease in leases and expenses of ARS 5 million. Costs associated with the Offices segment, measured as a percentage the revenues from this segment, increased from 5.4% during the six-month period ended December 31, 2019, to 8.1% during the six-month period ended December 31, 2020.
Sales and Developments. Costs associated with our Sales and Developments segment recorded a 6.0% increase from ARS 350 million during the six-month period ended December 31, 2019, to ARS 371 million during the six-month period ended December 31, 2020 mainly due to an increase in the cost of sale of goods and services generated by Catalinas in an amount of ARS 53 million. Costs in the Sales and Developments segment, measured as a percentage of revenues from this segment, increased from 55.9% during the six-month period ended December 31, 2019, to 103.6% during the six-month period ended December 31, 2020.
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Hotels. Costs in the Hotels segment decreased by 65.1%, from ARS 961 million during the six-month period ended December 31, 2019, to ARS 335 million during the six-month period ended December 31, 2020, mainly as a result of (i) an ARS 268 million decrease in the costs of salaries, social security and other personnel expenses; (ii) an ARS 125 million decrease in food, beverages and other hotel expenses; (iii) an ARS 124 million decrease in maintenance, repair, and services; and (iv) an ARS 44 million decrease in fees and compensation services. Costs in the Hotels segment, measured as a percentage of revenues from this segment, increased from 55.7% during the six-month period ended December 31, 2019, to 281.5% during the six-month period ended December 31, 2020.
International. Costs in the International segment increased 3,485.7%, amounting to ARS 7 million during the six-month period ended December 31, 2019 and ARS 251 million during the six-month period ended December 31, 2020, mainly as a result of an increase in cost of selling properties of ARS 245 million due to the sale of Stowe House. Costs in the International segment, measured as a percentage of revenues from this segment, decreased from 100.0% during the six-month period ended December 31, 2019, to 84.5% during the six-month period ended December 31, 2020.
Corporate. Costs in the Corporate segment did not vary in the reported periods.
Others. Costs in the Others segment increased by 40.7%, from ARS 59 million during the six-month period ended December 31, 2019, to ARS 83 million during the six-month period ended December 31, 2020, mainly as a result of an increase of ARS 20 million in fees and compensation services from Pareto S.A. related to fees for application development.
Gross profit 2020 vs. 2019
The total consolidated gross profit, according to the income statement, decreased by ARS 4,588 million from ARS 6,910 million during the six-month period ended December 31, 2019 to ARS 2,322 million during the six-month period ended December 31, 2020. In index terms, the gross profit decreased by 66.4%. The total consolidated gross profit, measured as a percentage of revenues, decreased from 63.3% during the six-month period ended December 31, 2019 to 46.9% during the six-month period ended December 31, 2020.
In turn, total gross profit (loss) on account of expenses and collective promotion fund increased by ARS 16 million, from ARS 94 million during the six-month period ended December 31, 2019 (out of which a loss of ARS 88 million derives from Shopping Malls segment and a loss of ARS 6 million from the Offices segment), to ARS 110 million during the six-month period ended December 31, 2020 (out of which a loss of ARS 106 million derives from Shopping Malls segment and other loss of ARS 4 million from the Offices segment).
Additionally, the gross profit from our joint ventures decreased by 160.9%, from a profit of ARS 23 million during the six-month period ended December 31, 2019 to a loss of ARS 14 million during the six-month period ended December 31, 2020.
Therefore, according to information by segments, gross profit decreased by ARS 4,608 million, from ARS 7,039 million during the six-month period ended December 31, 2019 to ARS 2,431 million during the six-month period ended December 31, 2020. In index terms, the gross profit decreased by 65.5%. In addition, gross profit, measured as a percentage of revenues, according to information by segments, decreased from 79.2% during the six-month period ended December 31, 2019, to 63.1% during the six-month period ended December 31, 2020.
Shopping Malls. Gross profit from the Shopping Malls segment decreased by 63.8%, from ARS 4,567 million during the six-month period ended December 31, 2019, to ARS 1,651 million during the six-month period ended December 31, 2020, mainly as a result of a decrease in total sales of our lessees in real terms, thus resulting in lower percentage rentals under our lease agreements. Gross profit from the Shopping Malls segment as a percentage of the segment revenues, decreased from 92.1% during the six-month period ended December 31, 2019, to 85.0% during the six-month period ended December 31, 2020.
Offices. Gross profit from the Offices segment decreased by 27.2%, from ARS 1,410 million during the six-month period ended December 31, 2019, to ARS 1,027 million during the six-month period ended December 31, 2020. Gross profit from the Offices segment, measured as percentage of revenues from this segment, decreased from 94.6% during the six-month period ended December 31, 2019, to 91.9% during the six-month period ended December 31, 2020.
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Sales and developments. Gross profit from the Sales and Developments segment decreased by 104.7%, from a profit of ARS 276 million during the six-month period ended December 31, 2019, to an ARS 13 million loss during the six-month period ended December 31, 2020. Gross profit from the Sales and Developments segment, measured as a percentage of revenues from this segment, decreased from 44.1% positive during the six-month period ended December 31, 2019, to 3.6% negative during the six-month period ended December 31, 2020.
Hotels. Gross profit from the Hotels segment decreased by 128.2%, from a profit of ARS 765 million during the six-month period ended December 31, 2019, to an ARS 216 million loss during the six-month period ended December 31, 2020. Gross profit from the Hotels segment, measured as a percentage of revenues from this segment, increased from 44.3% positive during the six-month period ended December 31, 2019, to 181.5% negative during the six-month period ended December 31, 2020.
International. Gross profit from the International segment increased by ARS 46 million, no charge was recorded during the six-month period ended December 31, 2019 and an ARS 46 million gross profit was recorded during the six-month period ended December 31, 2020. Gross profit from the International segment, measured as a percentage of revenues from this segment, increased from 0.0% during the six-month period ended December 31, 2019, to 15.5% positive during the six-month period ended December 31, 2020.
Corporate. Gross profit from the Corporate segment did not show any variations during the reported periods.
Others. Gross profit from the Others segment decreased by 404.8%, from a profit of ARS 21 million during the six-month period ended December 31, 2019, to an ARS 64 million loss during the six-month period ended December 31, 2020. Gross profit from the Others segment, measured as a percentage of revenues from this segment, increased from 26.3% positive during the six-month period ended December 31, 2019, to 336.8% negative during the six-month period ended December 31, 2020.
Net gain (loss) from fair value adjustment of investment properties December 2020 vs December 2019
Total consolidated net gain/(loss) from fair value adjustment of investment properties, according to the income statement, increased by ARS 3,973 million, from a net profit of ARS 5,293 million during the six-month period ended December 31, 2019, to a net profit of ARS 9,266 million during the six-month period ended December 31, 2020.
For the period ended December 31, 2020, the net gain/(loss) from fair value adjustment of investment properties was a gain of ARS 9,774 million (an ARS 4,762 million loss from our Shopping Malls segment; an ARS 7,796 million gain from our Offices segment; an ARS 6,167 million gain from our Sales and Developments segment; an ARS 3 million profit from our International segment and an ARS 570 million gain from our Others segment).
The net impact of prices in Pesos of our properties mainly resulted from a change in macroeconomic conditions: (i) the Argentine gross domestic product growth rate estimated for 2020 remained in order to -11.0%; and (ii) from June 2020 to December 2020, the Argentine Peso depreciated by 19.5% with respect to the US Dollar (from ARS 70.26 per USD 1.00 to ARS 83.95 per USD 1.00) which mainly resulted in a decrease in projected cash flows in US Dollars from the Shopping Malls.
The offices market in Argentina is a liquid market, in which a great number of counterparties participates carrying out sale-purchase transactions. This situation results in significant and representative sale-purchase prices. Furthermore, lease agreements are denominated in US dollars and are usually executed for three-year terms, hence this business produces stable cash flows in US dollars. In this sense, we use the Market Approach method to determine the fair value of our Offices and Others segment, the value per sqm, being the most representative measurement.
Since September 2019, the real estate market experienced certain operational changes due to the adoption of foreign exchange regulations. As a result, it is very likely that office buildings/lands reserved sales be settled in Pesos at an implied exchange rate higher than the official exchange rate, which can be observed in the transactions conducted by the Company before and after closing of these financial statements. Therefore, we have valued our offices and lands reserved in Pesos as of closing of these financial statements considering the aforementioned situation, thus resulting in a gain with respect to the previously recorded values.
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General and administrative expenses December 2020 vs December 2019
Total general and administrative expenses, according to the income statement, recorded a decrease of ARS 75 million, from ARS 1,590 million during the six-month period ended December 31, 2019 to ARS 1,515 million during the six-month period ended December 31, 2020. In index terms, administrative expenses decreased by 4.7%. Total administrative expenses, measured as a percentage of revenues, increased from 14.6% during the six-month period ended December 31, 2019, to 30.6% during the six-month period ended December 31, 2020.
In turn, administrative expenses of our joint ventures decreased by ARS 4 million, from ARS 7 million during the six-month period ended December 31, 2019, to ARS 3 million during the six-month period ended December 31, 2020.
Finally, administrative expenses for inter-segment transactions showed no variations remaining stable at ARS 20 million during the six-month period ended December 31, 2019 and ARS 20 million during the six-month period ended December 31, 2020.
Therefore, according to information by segments, administrative expenses decreased by ARS 79 million, from ARS 1,617 million during the six-month period ended December 31, 2019, to ARS 1,538 million during the six-month period ended December 31, 2020. In index terms, administrative expenses, decreased by 4.9%. Administrative expenses, measured as a percentage of revenues, increased from 18.2% during the six-month period ended December 31, 2019, to 39.9% during the six-month period ended December 31, 2020.
Shopping Malls. Administrative expenses of Shopping Malls increased by 13.5%, from ARS 594 million during the six-month period ended December 31, 2019, to ARS 674 million during the six-month period ended December 31, 2020, mainly due to: (i) an increase of ARS 135 million in fees payable to directors; partially offset by: (ii) a decrease of ARS 30 million in amortization and depreciation; (iii) a decrease of ARS 22 million in fees and compensation for services; and (iv) a decrease of ARS 9 million in salaries, social security charges and other personnel administrative expenses. Administrative expenses of Shopping Malls, measured as a percentage of revenues from such segment, increased from 12.0% during the six-month period ended December 31, 2019, to 34.7% during the six-month period ended December 31, 2020.
Offices. The general and administrative expenses of our Offices segment increased by 12.7%, from ARS 158 million during the six-month period ended December 31, 2019, to ARS 178 million during the six-month period ended December 31, 2020, mainly as a result of: (i) an increase in fees payable to directors of ARS 37 million; partially offset by (ii) a decrease in amortization and depreciation of ARS 8 million and (iii) a decrease in fees and compensation for services of ARS 6 million. General and administrative expenses, measured as a percentage of revenues from the same segment, increased from 10.6% during the six-month period ended December 31, 2019, to 15.9% during the six-month period ended December 31, 2020.
Sales and Developments. General and administrative expenses associated with our Sales and Developments segment decreased by 5.8%, from ARS 155 million during the six-month period ended December 31, 2019, to ARS 146 million during the six-month period ended December 31, 2020. General and administrative expenses, measured as a percentage of revenues from the same segment, increased from 24.8% during the six-month period ended December 31, 2019, to 40.8% during the six-month period ended December 31, 2020.
Hotels. General and administrative expenses associated with our Hotels segment decreased by 34.9%, from ARS 241 million during the six-month period ended December 31, 2019, to ARS 157 million during the six-month period ended December 31, 2020, mainly as a result of: (i) an ARS 27 million decrease in salaries, social security and other personnel administrative expenses; (ii) an ARS 19 million decrease in maintenance, security, cleaning, repairs and related expenses; (iii) an ARS 12 million decrease in taxes, rates and contributions; and (iv) an ARS 3 million decrease in fees and compensation for services. General and administrative expenses associated with the Hotels segment, measured as a percentage of revenues from this segment, increased from 14.0% during the six-month period ended December 31, 2019, to 131.9% during the six-month period ended December 31, 2020.
International. General and administrative expenses associated with our International segment decreased by 58.1%, from ARS 74 million during the six-month period ended December 31, 2019, to ARS 31 million during the six-month period ended December 31, 2020, mainly as a result of an ARS 37 million decrease in salaries, social security and other personnel administrative expense.
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Corporate. General and administrative expenses associated with our Corporate segment increased by 2.5%, from ARS 317 million during the six-month period ended December 31, 2019, to ARS 325 million during the six-month period ended December 31, 2020, mainly as a result of: (i) in ARS 45 million increase in fees and compensation for services; partially offset by: (ii) an ARS 35 million decrease in in fees payable to directors; and (ii) an ARS 13 million decrease in business expenses, mobility and library.
Others. General and administrative expenses associated with our Others segment decreased by 65.4%, from ARS 78 million during the six-month period ended December 31, 2019, to ARS 27 million during the six-month period ended December 31, 2020, mainly due to (i) a decrease of ARS 20 million in maintenance, repairs and services; (ii) a decrease of ARS 13 million in salaries, social security and other personnel administrative expenses and (iii) a decrease of ARS 12 million in fees and compensation for services.
Selling expenses December 2020 vs December 2019
Total consolidated selling expenses, according to the income statement, showed an increase of ARS 29 million, from ARS 758 million during the six-month period ended December 31, 2019 to ARS 787 million during the six-month period ended December 31, 2020. In index terms, selling expenses increased by 3.8%. Total consolidated selling expenses, measured as a percentage of revenues from sales, leases and services, increased from 6.9% during the six-month period ended December 31, 2019, to 15.9% during the six-month period ended December 31, 2020.
In turn, selling expenses of our joint ventures increased by ARS 2 million, from ARS 5 million during the six-month period ended December 31, 2019, to ARS 7 million during the six-month period ended December 31, 2020.
Therefore, according to information by segments, selling expenses increased by ARS 64 million, from ARS 730 million during the six-month period ended December 31, 2019 to ARS 794 million during the six-month period ended December 31, 2020. In index terms, selling expenses increased by 8.8%. Selling expenses, measured as a percentage of revenues, according to information by segments, increased from 8.2% during the six-month period ended December 31, 2019, to 20.6% during the six-month period ended December 31, 2020.
Shopping Malls. Selling expenses of the Shopping Malls segment decreased by 66.5%, from ARS 346 million during the six-month period ended December 31, 2019, to ARS 116 million during the six-month period ended December 31, 2020, mainly as a result of: (i) a decrease in the charge of taxes, rates and contributions of ARS 134 million; ii) a decrease in the charge of doubtful accounts of ARS 60 million; and iii) a decrease in the charge of publicity, advertising and other commercial expenses of ARS 21 million. Selling expenses, measured as a percentage of revenues from the Shopping Malls segment, decreased from 7.0% during the six-month period ended December 31, 2019, to 6.0% during the six-month period ended December 31, 2020.
Offices. Selling expenses associated with our Offices segment increased by 33.9%, from ARS 59 million during the six-month period ended December 31, 2019, to ARS 79 million during the six-month period ended December 31, 2020. Such variation was mainly generated as a result of: (i) an ARS 22 million increase in the charge of taxes, rates and contributions, partially offset by (ii) an ARS 4 million decrease in salaries, social security and other personnel administrative expenses. Selling expenses associated with our Offices segment, measured as a percentage of revenues from this segment, increased from 4.0% during the six-month period ended December 31, 2019, to 7.1% during the six-month period ended December 31, 2020.
Sales and Developments. Selling expenses associated with our Sales and Developments segment increased by 297.7%, from ARS 133 million during the six-month period ended December 31, 2019, to ARS 529 million during the six-month period ended December 31, 2020. Such variation was mainly generated by: (i) an ARS 219 million increase in taxes, rates and contributions; and (ii) an ARS 186 million increase in fees and compensation for services, both charges related to the sale of Bouchard Building and sale of floors in Boston Tower. Selling expenses associated with our Sales and Developments segment, measured as a percentage of revenues from this segment, increased from 21.2% during the six-month period ended December 31, 2019, to 147.8% during the six-month period ended December 31, 2020.
Hotels. Selling expenses associated with our Hotels segment decreased by 74.5%, from ARS 184 million during the six-month period ended December 31, 2019, to ARS 47 million during the six-month period ended December 31, 2020, mainly as a result of: (i) an ARS 65 million decrease in taxes, rates and contributions; (ii) an ARS 26 million decrease in salaries, social security and other personnel administrative expenses; (iii) an ARS 18 million decrease in fees and compensation for services; and (iv) an ARS 17 million decrease in publicity, advertising and other
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commercial expenses. Selling expenses associated with our Hotels segment, measured as a percentage of revenues from this segment, increased from 10.7% during the six-month period ended December 31, 2019, to 39.5% during the six-month period ended December 31, 2020.
International. Selling expenses associated with the International segment increased by 100,0%, no charge was recorded during the six-month period ended December 30, 2019 and ARS 20 million was recorded during the six-month period ended December 30, 2020, due to fees and compensation for services.
Corporate. Selling expenses associated with the Corporate segment were not recorded in both periods.
Others. Selling expenses associated with our Others segment decreased by 62.5%, from ARS 8 million during the six-month period ended December 31, 2019, to ARS 3 million during the six-month period ended December 31, 2020. Selling expenses associated with our Others segment, measured as a percentage of revenues from this segment, increased from 10.0% during the six-month period ended December 31, 2019, to 15.8% during the six-month period ended December 31, 2020.
Other operating results, net December 2020 vs December 2019
Other operating results, net, according to the income statement, recorded a variation of ARS 108 million, from a net loss of ARS 1 million during the six-month period ended December 31, 2019, to a net loss of ARS 109 million during the six-month period ended December 31, 2020.
Other operating results, net from our joint ventures decreased by ARS 18 million, from ARS 19 million during the six-month period ended December 31, 2019, to a net profit of ARS 1 million during the six-month period ended December 31, 2020.
In turn, other operating results on account of building administration expenses and collective promotion fund decreased by ARS 26 million, from ARS 27 million during the six-month period ended December 31, 2019 (out of which a profit of ARS 19 million are allocated to the Shopping Malls segment and a profit of ARS 8 million to the Offices segment), to ARS 1 million during the six-month period ended December 31, 2020 (out of which a profit of ARS 1 million are allocated to the Shopping Malls segment and a loss of ARS 0 million to the Offices segment).
Therefore, according to information by segments, the other operating results line, net, decreased by ARS 65 million, from a net profit of ARS 39 million during the six-month period ended December 31, 2019 to a net loss of ARS 104 million during the six-month period ended December 31, 2020.
Shopping Malls. Other operating results, net associated with our Shopping Malls segment increased by 27.0%, from a net loss of ARS 89 million during the six-month period ended December 31, 2019, to a net loss of ARS 65 million during the six-month period ended December 31, 2020, mainly as a result of: (i) an ARS 16 million decrease in the charge of tax on personal assets; and (ii) a lower charge of donations of ARS 9 million. Other operating results, net, from this segment, as a percentage of revenues from this segment, increased from 1.8% negative during the six-month period ended December 31, 2019, to 3.3% negative during the six-month period ended December 31, 2020.
Offices. Other operating results, net associated with our Offices segment increased by 81.0%, from a net loss of ARS 42 million during the six-month period ended December 31, 2019, to a net loss of ARS 8 million during the six-month period ended December 31, 2020, mainly as a consequence of an ARS 15 million decrease in others from the joint venture Quality S.A. and an ARS 6 million decrease in donations, among other items. Other operating results, net from this segment, as a percentage of the revenues from this segment, decreased from 2.8% negative during the six-month period ended December 31, 2019, to 0.7% negative during the six-month period ended December 31, 2020.
Sales and Developments. Other operating results, net associated with our Sales and Developments segment decreased by 825.0%, from a net loss of ARS 4 million during the six-month period ended December 31, 2019, to a net loss of ARS 37 million during the six-month period ended December 31, 2020, mainly due to a recovery of a balance with Euromayor S.A de Inversiones in the comparative period by ARS 23 million. Other operating results, net from this segment, as a percentage of the revenues of this segment, increased from 0.6% negative during the six-month period ended December 31, 2019, to 10.3% negative during the six-month period ended December 31, 2020.
Hotels Other operating results, net associated with the Hotels segment increased by 183.3%, from a net loss of ARS 12 million during the six-month period ended December 31, 2019, to a net profit of ARS 10 million during the six-month period ended December 31, 2020, mainly due to an ARS 14 million income by sell of property, plant and equipment. Other operating results, net from this segment, as a percentage of the revenues from this segment,
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increased from 0.7% negative during the six-month period ended December 31, 2019, to 8.4% positive during the six-month period ended December 31, 2020.
International. Other operating results, net associated with the International segment showed no variations amounting a net loss of ARS 1 million during the six-month period ended December 31, 2019, and a net loss of ARS 1 million during the six-month period ended December 31, 2020.
Corporate. Other operating results, net associated with the Corporate segment showed no variations between the reported periods.
Others. Other operating results, net associated with the Others segment decreased by 102.8%, from a net profit of ARS 109 million during the six-month period ended December 31, 2019, to a net loss of ARS 3 million during the six-month period ended December 31, 2020, mainly due to lack of income of fee charged to La Rural S.A. during the period ended December 31, 2020. Other operating results, net from this segment, as a percentage of the revenues from this segment, decreased from 136.3% positive during the six-month period ended December 31, 2019, to 15.8% negative during the six-month period ended December 31, 2020.
Profit / (loss) from operations December 2020 vs December 2019
Total consolidated profit/ (loss) from operations, according to the income statement, decreased from a net profit of ARS 9,854 million during the six-month period ended December 31, 2019 to a net profit of ARS 9,177 million during the six-month period ended December 31, 2020. In index terms, the profit/(loss) from operations varied by 6.9%. Total consolidated profit/(loss) from operations, measured as a percentage of revenues from sales, leases and services, increased from 90.3% positive during the six-month period ended December 31, 2019, to 185.4% positive during the six-month period ended December 31, 2020.
Profit/ (loss) from operations from our joint ventures decreased from a loss of ARS 336 million during the six-month period ended December 31, 2019 (out of which a net loss of ARS 25 million is allocated to the Shopping Malls segment; a net loss of ARS 321 million to the Offices segment and a profit of ARS 10 million to the Sales and Developments segment), to a net loss of ARS 483 million during the six-month period ended December 31, 2020 (out of which a net profit of ARS 32 million is allocated to the Shopping Malls segment; a net loss of ARS 519 million to the Offices segment and a profit of ARS 4 million to the Sales and Developments segment).
Therefore, according to information by segments, the net profit from operations decreased from a net profit of ARS 10,290 million during the six-month period ended December 31, 2019, to a net profit of ARS 9,769 million during the six-month period ended December 31, 2020. The profit/(loss) from operations, measured as a percentage of revenues, according to information by segments, increased from a 115.7% profit during the six-month period ended December 31, 2019, to a 253.5% profit during the six-month period ended December 31, 2020.
Shopping Malls. Profit/(loss) from operations associated with the Shopping Malls segment decreased from a profit of ARS 984 million during the six-month period ended December 31, 2019, to a loss of ARS 3,966 million during the six-month period ended December 31, 2020.
Offices. Profit/(loss) from operations associated with our Offices segment increased by 50.7%, from a net profit of ARS 5,679 million during the six-month period ended December 31, 2019, to a net profit of ARS 8,558 million during the six-month period ended December 31, 2020. Such variation was mainly due to an ARS 3,268 million increase in the gain / (loss) from fair value adjustments of investment properties. Profit / (loss) from operations associated with the Offices segment, as a percentage of revenues from such segment, increased from 380.9% during the six-month period ended December 31, 2019, to 765.5% during the six-month period ended December 31, 2020.
Sales and Developments. Profit/(loss) from operations associated with our Sales and Developments segment increased by 57.9%, from a net profit of ARS 3,447 million during the six-month period ended December 31, 2019, to a net profit of ARS 5,442 million during the six-month period ended December 31, 2020. Such increase is mainly due to the gain / (loss) from fair value adjustments of investment properties. Profit / (loss) from operations associated with the Sales and Developments segment, as a percentage of revenues from this segment, increased from 550.6% during the six-month period ended December 31, 2019, to 1,520.1% during the six-month period ended December 31, 2020.
Hotels. Profit/(loss) from operations associated with the Hotels segment decreased by 225.0%, from a net profit of ARS 328 million during the six-month period ended December 31, 2019, to a net loss of ARS 410 million during the six-month period ended December 31, 2020. Such decrease is mainly due to the fact that revenues were significantly
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affected by a decline in the activity in the present period, attributable to the COVID-19 pandemic. The profit / (loss) from operations associated with the Hotels segment, as a percentage of revenues from such segment, increased from 19.0% during the six-month period ended December 31, 2019, to 344.5% during the six-month period ended December 31, 2020.
International. Profit/(loss) from operations associated with our International segment varied by 96.0%, from a net loss of ARS 75 million during the six-month period ended December 31, 2019, to a net loss of ARS 3 million during the six-month period ended December 31, 2020. Such variation is due to the income generated by the sale of Stowe House.
Corporate. Profit/(loss) from operations associated with our Corporate segment decreased by 2.5%, from a loss of ARS 317 million during the six-month period ended December 31, 2019, to a loss of ARS 325 million during the six-month period ended December 31, 2020, mainly affected by general and administrative expenses.
Others. Profit/(loss) from operations associated with the Others segment increased from a net profit of ARS 244 million during the six-month period ended December 31, 2019, to a net profit of ARS 473 million during the six-month period ended December 31, 2020. The variation is mainly due to the gain / (loss) from fair value adjustments of investment properties.
Share of profit / (loss) of associates and joint ventures December 2020 vs December 2019
The share of profit / (loss) of associates and joint ventures, according to the income statement, increased by 70.1%, from a net loss of ARS 1,513 million during the six-month period ended December 31, 2019 to a net loss of ARS 453 million during the six-month period ended December 31, 2020, mainly due to less negative results from the Others segment.
Also, the net share of profit / (loss) of joint ventures, mainly from Nuevo Puerto Santa Fe S.A. (Shopping Malls segment), Quality Invest S.A. (Offices segment) and Cyrsa S.A. and Puerto Retiro S.A. (Sales and Developments segment), showed a 46.3% increase, from a profit of ARS 242 million during the six-month period ended December 31, 2019, to a profit of ARS 354 million during the six-month period ended December 31, 2020, mainly due to results from the share in Quality Invest S.A., mainly attributable to the gain / (loss) from fair value adjustments of investment properties.
Shopping Malls. In the information by segments, the share of profit / (loss) of the joint venture Nuevo Puerto Santa Fe S.A. is recorded on a consolidated basis, line by line in this segment.
Offices. In the information by segments, the share of profit / (loss) of the joint venture Quality S.A. is recorded on a consolidated basis, line by line in this segment.
Sales and Developments. The share of profit / (loss) of the joint ventures Cyrsa S.A. and Puerto Retiro S.A is recorded on a consolidated basis, line by line. The share of profit / (loss) of our associate Manibil S.A., which is recorded in this line, increased by ARS 15 million during the six-month period ended December 31, 2020.
Hotels. This segment does not show results from the share of profit / (loss) of associates and joint ventures.
International. The share of profit / (loss) of associates of this segment decreased by 4.4%, from a net loss of ARS 519 million during the six-month period ended December 31, 2019, to a net loss of ARS 542 million during the six-month period ended December 31, 2020, mainly generated by a negative result from our investment in New Lipstick LLC of ARS 378 million and a negative result from our investment in Condor Hospitality of ARS 165 million.
Other. The share of profit / (loss) of associates from the Others segment increased by 79.8%, from a net loss of ARS 1,236 million during the six-month period ended December 31, 2019, to a net loss of ARS 250 million during the six-month period ended December 31, 2020, mainly as a result of the variation from our investments in Banco Hipotecario S.A. in the amount of ARS 1,513 million positive.
Financial results, net
The financial results went from a loss of ARS 9,202 million during the six-month period ended December 31, 2019 to a profit of ARS 1,236 million during the six-month period ended December 31, 2020. Mainly due to lower results in terms of the exchange rate variation and the result from changes in fair value of financial assets.
Income Tax
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The Company applies the deferred tax method to calculate the income tax for the reported periods, thus recognizing temporary differences as tax assets and liabilities. The income tax charge went from a loss of ARS 2,720 million during the six-month period ended December 31, 2019, to a loss of ARS 4,004 million during the six-month period ended December 31, 2020, from the Operations Center in Argentina.
Profit for the period
As a result of the factors described above, the profit for the period went from a profit of ARS 6,611 million (that includes a profit of ARS 10,192 million for the effect of discontinued operations) during the six-month period ended December 31, 2019 to a loss of ARS 1,164 million (that includes a loss of ARS 7,120 million for the effect of discontinued operations) during the six-month period ended December 31, 2020.
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B. Liquidity and Capital Resources
Our principal sources of liquidity have historically been:
●
Cash generated by operations;
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Cash generated by issuance of debt securities;
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Cash from borrowing and financing arrangements; and
●
Cash proceeds from the sale of real estate assets.
Our principal cash requirements or uses (other than in connection with our operating activities) have historically been:
●
capital expenditures for acquisition or construction of investment properties and property, plant and equipment;
●
interest payments and repayments of debt;
●
acquisition of equity interests in companies;
●
payments of dividends; and
●
acquisition of real estate.
Our liquidity and capital resources include our cash and cash equivalents, proceeds from bank borrowings and long-term debt, capital financing and sales of real estate investments.
In the framework of the national and international context previously exposed, the Company’s Board of Directors will continue evaluating financial, economic and/or corporate tools that allow the Company to improve its position in the market in which it operates and to have the necessary liquidity to face its obligations. In the context of this analysis, the indicated tools may be linked to corporate reorganization processes (merger, spin-off or a combination of both), implementation of financial and/or corporate efficiencies in international companies directly or indirectly owned by the Company through reorganization processes, public and / or private disposal of assets 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 raise new capital, issuance of convertible negotiable obligations or subscription options or a combination of these three instruments, as were approved by the Shareholders’ Meeting on October 30, 2019, repurchase of shares and instruments similar to those described that are useful for the proposed objectives.
The following table shows our cash flow for the six-month periods ended December 31, 2020 and 2019:
| Period ended December 31, | ||
|---|---|---|
| 2020 | 2019 | |
| (in millions of ARS) | ||
| Net<br>cash flow generated by operations | 4,403 | 22,844 |
| Net<br>cash flow generated by investment activities | 51,381 | 18,815 |
| Net<br>cash flow used in financing activities | (39,357) | (62,336) |
| Net<br>increase/ (decrease) in cash and cash equivalents | 16,427 | (20,677) |
As of December 31, 2020 we had a negative working capital of ARS 10,172 million (calculated as current assets less current liabilities as of that date).
As of the same date, we had cash and cash equivalents for ARS 1,605 million, which represents the total of cash and cash equivalents at a consolidated level.
Cash Flow Information
Operating activities
Six-month period ended December 31, 2020
Our operating activities for the six-month period ended December 31, 2020 generated net cash inflows of ARS 4,403. million, of which ARS 2,473 are originated in discontinued operations and ARS 1,930 from continuing operations, mainly due to (i) an increase in trade and other payables of ARS 2,600 million; and (ii) a decrease in trading properties of ARS 749 million; partially offset by (iii) an operating loss of ARS 672 million; (iv) an increase in trade and other receivables of ARS 686 million; (v) an increase in salaries and social security contributions of ARS 7 million; and (vi) a decrease in provisions of ARS 44 million.
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Six-month period ended December 31, 2019
Our operating activities for the six-month period ended December 31, 2019 generated net cash inflows of ARS 22,844 million, of which ARS 17,626 million are originated in discontinued operations and ARS 5,218 million in continuing operations, mainly due to: (i) an operating result of ARS 6,629 million; (ii) a decrease in trade and other receivables of ARS 1,190 million; partially offset by (iii) a decrease in provisions of ARS 188 million; (iv) a decrease in trade and other payables for ARS 1,530 million; (v) a decrease in salaries and social security contributions of ARS 133 million; and (vi) ARS 294 million related to income tax paid.
Investment activities
Six-month period ended December 31, 2020
Our investment activities generated a net cash inflow of ARS 51,381 million, corresponding to an inflow from discontinued operations of ARS 35,434 million and an inflow of ARS 15,947 million of from continued operations for the six-month period ended on December 31, 2020, mainly due to (i) ARS 14,158 inflow from the sale of investment properties; and (ii) ARS 15,351 million inflow dorm the sale of financial assets; partially offset by (iii) ARS 11,732 million used in the acquisition of investments in financial assets; and (iv) ARS 2,032 used in the acquisition and improvements of investment properties.
Six-month period ended December 31, 2019
Our investing activities generated a net cash flow inflow of ARS 18,815 million, corresponding to an inflow of funds from discontinued activities of ARS 17,278 million and an inflow of funds from continued operations of ARS 1,537 million for the six-month period ended on December 31, 2019, mainly due to: (i) ARS 19,238 million from the sale of investments in financial assets; partially offset by (ii) ARS 14,502 million used in the acquisition of investments in financial assets; (iii) ARS 1,695 million used in the acquisition and improvements of investment properties; and (iv) ARS 1,172 million used to grant loans.
Financing activities
Six-month period ended December 31, 2020
Our financing activities for the six-month period ended December 31, 2020 resulted in a net cash outflow of ARS 39,357 million, out of which ARS 14,492 million correspond to discontinued operations, and ARS 24,865 million correspond to continued operations , mainly due to (i) the cancellation of loans and capital of negotiable obligations of ARS 27,252 million; (ii) the payment of interest on short and long-term debt of ARS 3,754 million; and (iii) ARS 336 million due to the payment of derivative financial instruments; partially offset by (iv) ARS 2,377 million for obtaining short-term loans; (v) borrowing and issuance of negotiable obligations for ARS 3,303 million; and (vi) ARS 3,138 million from the sale of our own negotiable obligations in the portfolio.
Six-month period ended December 31, 2019
Our financing activities for the six-month period ended December 31, 2019 resulted in an outflow of ARS 62,336 million, out of which ARS 54,022 million correspond to discontinued operations and ARS 8,314 million to continued operations, mainly due to (i) the cancellation of loans and capital of debentures of ARS 12,940 million; (ii) the payment of interest on short and long-term loans of ARS 3,628 million; and (iii) ARS 2,676 million due to the repurchase of debentures; partially offset by (iv) borrowing and issuance of debentures for ARS 9,711 million; and (v) ARS 1,740 million for obtaining short-term loans.
Capital expenditures
Six-month period ended on December 31, 2020
During the period ended December 31, 2020, we made investments for ARS 1,745 million as follows: (a) acquisition and improvements of property, plant and equipment for ARS 1,204 million , mainly related to: i) ARS 55 million in buildings and facilities, ii) ARS 464 million in communication networks, iii) ARS 604 million in machinery, equipment and others, iv) improvements in Llao Llao and Intercontinental hotels (ARS 24 million and ARS 13 million, respectively), and v) ARS 44 million in agricultural establishments; (b) improvements in our rental properties for ARS 541 million, out of which ARS 497 million correspond to our Argentina Operations Center and ARS 44 million to the Israel Operations Center.
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Six-month period ended on December 31, 2019
During the period ended December 31, 2019, we made investments for ARS 6,612 million as follows: (a) acquisition and improvements of property, plant and equipment for ARS 3,706 million , mainly related to: i) ARS 158 million in buildings and facilities, ii) ARS 2,739 million in communication networks, iii) ARS 760 million in machinery, equipment and others, and iv) improvements in our hotels Sheraton Libertador, Llao Llao and Intercontinental (ARS 15 million, ARS 23 million and ARS 11 million, respectively); (b) improvements in our rental properties for ARS 787 million, out of which ARS 451 million correspond to our Argentina Operations Center and ARS 336 million to the Israel Operations Center; (c) properties under development for ARS 2,118 million.
Indebtedness
The breakdown of the Company’s borrowings as of December 31, 2020 was as follows:
| Total as of december 31, 2020 | ||||
|---|---|---|---|---|
| (millions<br>of ARS) | ||||
| Non-convertible<br>Notes | 45,860 | |||
| Bank<br>loans | 3,970 | |||
| Bank<br>overdrafts | 4,132 | |||
| Other<br>borrowings (i) | 1,511 | |||
| Total borrowings | 55,473 | |||
| Non-current | 40,942 | |||
| Current | 14,531 | |||
| 55,473 | ||||
| Type of debt | Currency | Annual Average Interest Rate | Nominal value | Book value (in million of ARS) |
| --- | --- | --- | --- | --- |
| IRSA<br>Commercial Properties’ 2023 Notes | USD | 8.75% | 360 | 30,932 |
| IRSA’s<br>2023 Notes – Series I (1) | USD | 10.00% | 3 | 298 |
| IRSA’s<br>2021 Notes – Series III (2) | ARS | Badlar<br>+ 600 bps | 353 | 258 |
| IRSA’s<br>2021 Notes – Series IV | USD | 7.00% | 51 | 4,380 |
| IRSA’s<br>2022 Notes – Series V | USD | 9.00% | 9 | 795 |
| IRSA’s<br>2021 Notes – Series VI | ARS | Badlar<br>+ 400 bps | 335 | 355 |
| IRSA’s<br>2022 Notes – Series VII | USD | 4.00% | 33 | 2,846 |
| IRSA’s<br>2023 Notes – Series VIII | USD | 10.00% | 31 | 2,324 |
| IRSA’s<br>2023 Notes – Series IX | USD | 10.00% | 80 | 3,672 |
| Related<br>Party | ARS | Badlar | 5 | 32 |
| Related<br>Party | USD | From<br>5.97% to 14.0% | 63 | 240 |
| Related<br>Party | USD | 3.97% | 1 | 44 |
| Related<br>Party | USD | Libor 1<br>m + 2.0% | 3 | 234 |
| Bank<br>loans | USD | 5.95% | 17 | 1,395 |
| Bank<br>loans | USD | Libor +<br>1.90% | 30 | 2,434 |
| Bank<br>loans | ARS | 35.3%<br>to 36.3% | 92 | 94 |
| AABE<br>Debt | ARS | Libor | 120 | 209 |
| Seller<br>financing | USD | N/A | 2 | 197 |
| Others | USD | Libor 1<br>m + 2.0% / 3.5% | 7 | 602 |
| Bank<br>overdrafts | ARS | from<br>20.50% to 80.00% | - | 4,132 |
| Total (3) | 55,473 |
(1)
On October 22, 2020, we announced Notes to be issued by exchange for the Existing Notes, Series I Notes, or through the Cash Subscription, for more information see “Recent Developments – Exchange Offer- Issuance of Series VIII and IX Notes.”
(2)
On February 22, 2021, it was fully canceled.
(3)
The credit line between IRSA CP and IRSA for an amount of USD 62.6 million is not shown due because it is eliminated in consolidation.
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(1)
The credit line between IRSA CP and IRSA for an amount of USD 62.6 million is not shown due because it is eliminated in consolidation.
Series II Notes (Issued by IRSA)
IRSA’s Notes Class II at 11.50% maturing in 2020 for a total amount of USD 71.4 million were fully repaid on July 20, 2020.
Series II Notes (Issued by IRSA CP)
On March 23, 2016, IRSA CP issued Notes in an aggregate principal amount of USD360 million under its Global Notes Program. Series II Notes accrue interest semi-annually, at an annual fixed rate of 8.75% and mature on March 23, 2023.
IRSA CP’s Notes due 2023 are subject to certain covenants, events of default and limitations, such as the limitation on incurrence of additional indebtedness, limitation on restricted payments, limitation on transactions with affiliates, and limitation on merger, consolidation and sale of all or substantially all assets.
To incur additional indebtedness, IRSA CP is required to meet a minimum 2.00 to 1.00 Consolidated Interest Coverage Ratio. The Consolidated Interest Coverage Ratio is defined as Consolidated EBITDA divided by consolidated net interest expense. Consolidated EBITDA is defined as operating income plus depreciation and amortization and other consolidated non-cash charges.
The Series II Notes contain financial covenants limiting IRSA CP’s ability to declare or pay dividends in cash or in kind, unless the following conditions are met at the time of payment:
a) no Event of Default shall have occurred and be continuing;
b) IRSA CP may incur at least USD1.00 worth of additional debt pursuant to the “Restriction on Additional Indebtedness”;
c) and the aggregate amount of such dividend exceeds the sum of:
i. 100% of cumulative EBITDA for the period (treated as one accounting period) from July 1, 2015 through the last day of the last fiscal quarter ended prior to the date of such Restricted Payment minus an amount equal to 150% of consolidated interest expense for such period; and
ii. any reductions of Indebtedness of IRSA on a consolidated basis after the Issue Date any reductions of Indebtedness of after the Issue Date exchanged for to Capital Stock of the IRSA or its Subsidiaries.
For more informarion see. “Item 10. Additional Information—D. Exchange Controls,” if Communication “A” 7,106 is extended after March 31, 2021, the maturity of this Note would be affected by such measure.
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Series I and II Notes
On May 15, 2019, IRSA issued the Note Series I under Argentine law for an amount of USD 96.3 million due on November 15, 2020, at a fixed rate of 10%. The proceeds were mainly used to repay preexisting debt.
On August 6, 2019, IRSA reopened the Note Series I under Argentine law for an amount of USD 85.2 million, at a price of 103.77%, which resulted in an internal annual rate of return of 8.75% nominal. Also, on the same date, the Notes Series II denominated in Chilean pesos, under writable and payable in dollars, for an amount of CLP 31,502.6 million (equivalent to USD 45 million) at a fixed rate of 10.5% per within 12 months.
On August 6, 2020, Class II denominated in Chilean pesos was fully repaid.
On September 15, 2020, Communication “A” 7,106 established that companies must refinance maturities of financial debt capital in the period from October 15, 2020 to March 31, 2021. In this sense, the Central Bank will give access to companies for up to 40% of maturities and companies must refinance the rest within at least two years. For more information see. “Item 10. Additional Information—D. Exchange Controls,” if Communication “A” 7,106 is extended after March 31, 2021, the capital outstanding maturity of this Note would be affected by such measure.
As a consequence of the new restrictions on access to the Foreign Exchange Market, on October 22, 2020, IRSA launched an exchange offer on its Series I Notes due on November 15, 2020.
The exchange offer consisted on two options for the bondholders: i) a cash consideration of USD 0.69622593 for each USD 1 of existing notes presented to the Exchange and the remaining amount until completing USD 1 for each USD 1 of existing notes presented to the Exchange, in notes Series VIII, and ii) a par for par exchange of notes Series IX for each Existing Notes presented to the Exchange.
The Exchange Offer expired on November 10, 2020 and the Nominal Value of Existing Notes presented and accepted for the Exchange (for both Series) was USD 178,458,188, which represents 98.31% acceptance. Considering that consent has been obtained for an amount greater than 90% of the capital of the existing notes, the Company made the Non-Essential Proposed Modifications and / or the Essential Proposed Modifications, by means of which the terms and conditions of the existing notes will be modified and replaced.
In relation to the Exchange Offer ended on November 10, 2020, on November 12, 2020, IRSA made a partial repayment of Series I Notes for a Nominal Value of USD 178,458,188, after the partial repayment the Nominal Value under circulation was USD 3,060,519.
For more information see: “Recent Developments - Exchange Offer- Issuance of Series VIII and IX Notes.” For more information see: “Recent Developments - Exchange Offer- Issuance of Series VIII and IX Notes.”
Series III, IV and V (issued by IRSA)
On May 21, 2020, we issued in the local market a total amount of USD 65.8 million through the following Notes:
●
Series III: denominated and payable in pesos for ARS 354 million (equivalent at the time of issuance to USD 5.2 million) at a variable rate (private BADLAR + 6.0%) with quarterly payments. The principal will be paid in two installments: the first for an amount equivalent to 30% of the nominal value payable 6 (six) months from the Issue and Settlement Date, and the second for an amount equivalent to 70% of the nominal value payable on the due date, February 21, 2021. Price of issuance was 100.0% of the nominal value. On February 22, 2021, Series III was fully repaid.
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Series IV: denominated in USD and payable in ARS at the applicable exchange rate for USD 51.4 million at a fixed rate of 7.0%, with quarterly payments and principal expiring on May 21, 2021. Price of issuance was 102.0% of the nominal value (IRR 5.03%).
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Series V: denominated in USD and payable in ARS at the applicable exchange rate for USD 9.2 million at a fixed rate of 9.0%, with quarterly payments and principal expiring on May 21, 2022. Price of issuance was 103.0% of the nominal value (IRR 7.56%).
Series VI and VII (issued by IRSA)
On July 21, 2020, we issued in the local market a total amount of USD 38.4 million through the following Notes:
●
Series VI: denominated and payable in pesos for ARS 335.2 million (equivalent at the time of issuance to USD 4.7 million) at a variable rate (private BADLAR + 4.0%) with quarterly payments. The principal will be paid in two installments: the first for an amount equivalent to 30% of the nominal value payable 9 (nine) months from the Issue and Settlement Date, and the second for an amount equivalent to 70% of the nominal value payable on the due date, July 21, 2021. Price of issuance was 100.0% of the nominal value.
●
Series VII: denominated in dollars and payable in pesos at the applicable exchange rate for USD 33.7 million at a fixed rate of 4.0%, with quarterly payments and principal expiring on January 21, 2022. Price of issuance was 100.0% of the nominal value.
The funds have been used to refinance short-term liabilities.
Communication “A” 7,106
On September 15, 2020, Communication “A” 7,106 established that companies must refinance maturities of financial debt capital in the period from October 15, 2020 to March 31, 2021. In this sense, the Central Bank will give access to companies for up to 40% of maturities and companies must refinance the rest within at least two years. For more information see. “Item 10. Additional Information—D. Exchange Controls.”
Series VIII and IX (issued by IRSA)
On November 12, 2020, the company issued in the local market a total ammount of USD 111 million. The Series VIII denominated and payable in USD for USD 31,679,760 at a fixed rate of 10.0% with quarterly interest. The maturity of the capital will be in three installments: the first for an amount of 33% of the nominal value payable within 12 (twelve) months from the Issue and Settlement Date, the second for an amount of 33% of the nominal value payable to 24 (twenty-four) months from the Issue and Settlement Date and the third for an amount of 34% of the nominal value payable at 36 (thirty-six) months from the Issue and Settlement Date. The issue price was 100.0% of the nominal value. The Series IX denominated and payable in USD for USD 80,676,505 at a fixed rate of 10.0% with quarterly interest. The capital will mature on March 1, 2023. The issue price was 100.0% of the nominal value.
C. Research and Development, Patents and Licenses, Etc.
We have several trademarks registered with the Instituto Nacional de la Propiedad Industrial, the Argentine institute for industrial property. We do not own any patents nor benefit from licenses from third parties.
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D. Trend Information
International Macroeconomic Outlook
As reported in the IMF’s “World Economic Outlook,” world GDP is expected to be reduced (4.9)% in 2020 and recover 5.4% in 2021. As with the April 2020 WEO projections, there is a higher-than-usual degree of uncertainty around this forecast. The baseline projection rests on key assumptions about the fallout from the pandemic. In economies with declining infection rates, the slower recovery path in the updated forecast reflects persistent social distancing into the second half of 2020; greater scarring (damage to supply potential) from the larger-than-anticipated hit to activity during the lockdown in the first and second quarters of 2020; and a hit to productivity as surviving businesses ramp up necessary workplace safety and hygiene practices. For economies struggling to control infection rates, a lengthier lockdown will inflict an additional toll on activity. Moreover, the forecast assumes that financial conditions—which have eased following the release of the April 2020 WEO — will remain broadly at current levels. Alternative outcomes to those in the baseline are clearly possible, and not just because of how the pandemic is evolving.
All countries including those that have seemingly passed peaks in infections—should ensure that their health care systems are adequately resourced. The international community must vastly step up its support of national initiatives, including through financial assistance to countries with limited health care capacity and channeling of funding for vaccine production as trials advance, so that adequate, affordable doses are quickly available to all countries. Where lockdowns are required, economic policy should continue to cushion household income losses with sizable, well-targeted measures as well as provide support to firms suffering the consequences of mandated restrictions on activity. Where economies are reopening, targeted support should be gradually unwound as the recovery gets underway, and policies should provide stimulus to lift demand and ease and incentivize the reallocation of resources away from sectors likely to emerge persistently smaller after the pandemic.
Strong multilateral cooperation remains essential on multiple fronts. Liquidity assistance is urgently needed for countries confronting health crises and external funding shortfalls, including through debt relief and financing through the global financial safety net. Beyond the pandemic, policymakers must cooperate to resolve trade and technology tensions that endanger an eventual recovery from the COVID-19 crisis. Furthermore, building on the record drop in greenhouse gas emissions during the pandemic, policymakers should both implement their climate change mitigation commitments and work together to scale up equitably designed carbon taxation or equivalent schemes. The global community must act now to avoid a repeat of this catastrophe by building global stockpiles of essential supplies and protective equipment, funding research and supporting public health systems, and putting in place effective modalities for delivering relief to the neediest.
Argentine macroeconomic context
At the end of 2019, the economy faced a severe balance of payments crisis and public debt. Faced with this scenario, the National Government adopted a set of measures designed to face the most immediate manifestations of the crisis and to stabilize the economy. Regarding monetary policy, the Central Bank of Argentina defined a series of guidelines, highlighting the referring to interest rates and exchange rate management. Foreign exchange regulations and the moderation in prices linked to the limited volatility of the exchange rate allowed a marked reduction of the LELIQ rate from 68% to 38% nominal annually. The progress made the financial system better prepared to face the emergency caused by COVID-19.
Shopping malls sales reached a total ARS 3,758.5 million in September 2020, which represents a 71.4% decrease as compared to fiscal 2019.
The INDEC reported that, for the ten months ended October 31, 2020, industrial activity in Argentina contracted by 9.9% compared to the same period in 2019. The textile industry accumulated a 32.2% contraction during the first ten months of 2020 as compared to the same period last year. Moreover, the monthly estimation of economic activity (“EMAE”) as of September 30, 2020, contracted by 6.9% compared to the same month in 2019.
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Regarding the balance of payments, in the second quarter of 2020 the current account surplus reached USD 2,824 million, with USD 4,971 million allocated to the goods and services trade balance, and USD 2,484 million to the net primary deficit, and a surplus of USD 337 million to net secondary income.
During the second quarter of 2020, the financial account showed net outflow of USD 2,514 million, explained by the net acquisition of financial assets for USD 893 million, and net cancellation of liabilities of USD 1,621 million. The sectors that have explained these outflows have been Other sectors for USD 2,433 million and the Government for USD 1,324 million, partially offsetting by the net income of the Central Bank for USD 1,293 million. The international reserves decreased by USD 793 million during the second quarter of 2020.
As of December 18, 2020, the Private Badlar rate in Pesos peaked at 34.31%. As of December 22, 2020, the seller exchange rate quoted by Banco de la Nación Argentina was of ARS 83.25 pesos per USD1.00. As of December 18, 2020, Argentina’s country risk reduced by 466 basis points in year-on-year terms. The debt premium paid by Argentina was at 1,363 basis points as of December 22, 2020, compared to 263 basis points paid by Brazil and 205 basis points paid by Mexico as of that same date.
Likewise, in the national and international framework described above, the Company periodically analyzes alternatives to appreciate its shares value. In that sense, 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, repurchase of shares and instruments similar to those described that are useful to the proposed objectives.
Evolution of Shopping Malls in Argentina
In December 2020, the Consumer Confidence Index (CCI) showed a 3.8% decline compared to November 2020, and a 7.2% decrease compared to December 2019. Shopping mall sales decreased 82.2% in the fiscal 2020 compared to fiscal 2019.
Evolution of Office Properties in Argentina
According to Colliers International, as of December 31, 2020, the A+ and A office inventory increased compared to 2019 to 1,848,808 sqm. The vacancy rate was steady at approximately 15.9% during the fourth quarter of 2020. These values indicate that the market is healthy in terms of its operations, allowing an optimum level of supply with robust values.
Compared to the previous quarter, lease prices for Premium Offices decreased to USD 25.2 per square meter (1.2% as compared to the previous quarter), and showed similar values to those of the same period last year, which was USD 25.1 per square meter. The prices for A+ properties were USD 27.1 per square meter for the fourth quarter of 2020. Likewise, the industry reported a 5.0% decrease in rental prices for A properties compared to the third quarter of 2020, reaching an average of USD 22.6 per square meter.
Evolution of the Hotel industry in Argentina
According to the Hotel Vacancy Survey (EOH) prepared by INDEC, at December 2020, overnight stays at hotel and parahotel establishments were estimated at 2.6 million, 42.1% shorter than the same month the previous year. Overnight stays by resident and nonresident travelers decreased by 66.3% and 97.4%, respectively. The Room Occupancy Rate in june was 15.0%. Moreover, the Bed Occupancy Rate for the same period was 18.6%.
Where the interest payable is not fixed, the amount disclosed has been determined by reference to the existing conditions at the reporting date.
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G. Safe Harbor
See the discussion at the beginning of this Item 5 and “Forward Looking Statements” in the introduction of this Form 6-K for the forward looking safe harbor provisions.
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DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
Directors
The table below shows information about our regular directors and alternate directors as from October 26, 2020:
| Name | Date of Birth | Position in IRSA | Date appointed | Term expiration | Current position held since |
|---|---|---|---|---|---|
| Eduardo<br>S. Elsztain | 01/26/1960 | Chairman | 2018 | 2021 | 1991 |
| Saúl<br>Zang | 12/30/1945 | First Vice-Chairman | 2018 | 2021 | 1994 |
| Alejandro<br>G. Elsztain | 03/31/1966 | Second Vice-Chairman | 2019 | 2022 | 2001 |
| Fernando<br>A. Elsztain | 01/04/1961 | Regular Director | 2020 | 2023 | 1999 |
| Cedric<br>D. Bridger | 11/09/1935 | Regular Director | 2018 | 2021 | 2003 |
| Marcos<br>Fischman | 04/09/1960 | Regular Director | 2018 | 2021 | 2003 |
| Mauricio<br>E. Wior | 10/23/1956 | Regular Director | 2018 | 2021 | 2006 |
| Daniel<br>Ricardo Elsztain | 12/22/1972 | Regular Director | 2020 | 2023 | 2007 |
| Oscar<br>Pedro Bergotto | 19/07/1946 | Regular Director | 2019 | 2022 | 2019 |
| Demian<br>Brener | 20/06/1990 | Regular Director | 2019 | 2022 | 2019 |
| Maria<br>Julia Bearzi | 11/15/1975 | Regular Director | 2019 | 2022 | 2019 |
| Liliana<br>L. De Nadai | 01/11/1975 | Regular Director | 2019 | 2022 | 2019 |
| Gastón<br>Armando Lernoud | 06/04/1968 | Alternate Director | 2020 | 2023 | 2014 |
| Enrique<br>Antonini | 03/16/1950 | Alternate Director | 2019 | 2022 | 2007 |
| Gabriel<br>A. G. Reznik | 11/18/1958 | Alternate Director | 2019 | 2022 | 2008 |
| David<br>Williams | 12/07/1955 | Alternate Director | 2019 | 2022 | 2008 |
| Ben<br>Iosef Elsztain | 01/16/1997 | Alternate Director | 2020 | 2023 | 2020 |
| Iair<br>Elsztain | 03/05/1995 | Alternate Director | 2020 | 2023 | 2020 |
Oscar Pedro Bergotto, Demian Brener, David Williams, María Julia Bearzi and Liliana De Nadai are independent directors, pursuant to CNV Rules.
Employees
As of December 31, 2020, we had 1413 employees. Our employees of the segments non relating to our Shopping Mall and Offices had 9 employees. Our Shopping Malls segment had 669 employees, including 293 under collective labor agreements. Our Hotels segment had 735 employees, with 600 represented by the Tourism, Hotel and Gastronomic Workers Union (Unión de Trabajadores del Turismo, Hoteleros y Gastronómicos de la República Argentina, UTHGRA).
| As<br>of December 31, | Year<br>ended on June 30, | |||
|---|---|---|---|---|
| 2020 | 2020 | 2019 | 2018 | |
| Development and<br>Sale of Properties and Other Non-Shopping Mall<br>Businesses(1) | 9 | 11 | 12 | 31 |
| Shopping Malls and<br>Offices(2) | 669 | 784 | 865 | 928 |
| Hotels(1) | 735 | 701 | 832 | 812 |
| Total | 1,413 | 1,496 | 1,709 | 1,771 |
(1)
As of March 2019, we were no longer administrators of Consorcio Libertador S.A. and Consorcio Maipu 1300 S.A.
(2)
On December 2018, the concession of the Buenos Aires Design shopping mall ended.
(3)
Includes Hotel Intercontinental, Sheraton Libertador and Llao Llao.
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Share Ownership
The following table sets forth the amount and percentage of our common shares beneficially owned by our directors, senior managers, and members of the supervisory committee as of December 31, 2020.
| Share<br>ownership | |||
|---|---|---|---|
| Name | Position | Number<br>of Shares | Percentage |
| Directors | |||
| Eduardo S. Elsztain<br>(1) | Chairman | 365,050,302 | 63.1% |
| Saúl<br>Zang | Vice-Chairman<br>I | 471,516 | 0.0% |
| Alejandro G.<br>Elsztain | Vice- Chairman<br>II | 2,279,357 | 0.4% |
| Fernando A.<br>Elsztain | Regular<br>Director | - | - |
| Cedric D.<br>Bridger | Regular<br>Director | - | - |
| Marcos M.<br>Fischman | Regular<br>Director | - | - |
| Mauricio E.<br>Wior | Regular<br>Director | - | - |
| Daniel R.<br>Elsztain | Regular<br>Director | 99,890 | 0.0% |
| María Julia<br>Bearzi | Regular<br>Director | - | - |
| Oscar Pedro<br>Bergotto | Regular<br>Director | - | - |
| Liliana De<br>Nadai | Regular<br>Director | - | - |
| Damian<br>Brener | Regular<br>Director | - | - |
| Gaston A.<br>Lernoud | Alternate<br>Director | 4,782 | 0.0% |
| Enrique<br>Antonini | Alternate<br>Director | - | - |
| Gabriel A. G.<br>Reznik | Alternate<br>Director | - | - |
| David<br>Williams | Alternate<br>Director | - | - |
| Ben<br>Elsztain | Alternate<br>Director | - | - |
| Iair<br>Elsztain | Alternate<br>Director | 900 | 0.0% |
| Senior<br>Management | |||
| Matías I.<br>Gaivironsky | Chief Financial and<br>Administrative Officer | 43,150 | 0.0% |
| Jorge<br>Cruces | Chief investment<br>Officer | 18,930 | 0.0% |
| Supervisory<br>Committee | |||
| José D.<br>Abelovich | Member | - | - |
| Marcelo H.<br>Fuxman | Member | - | - |
| Noemí I.<br>Cohn | Member | - | - |
| Roberto D.<br>Murmis | Alternate<br>member | - | - |
| Paula<br>Sotelo | Alternate<br>member | - | - |
| Ariela<br>Levy | Alternate<br>member | - | - |
(1)
Includes (i) 356,913,421 common shares beneficially owned by Cresud, ii) 2,188,790 common shares owned by Helmir, (iii) 3,152,153 common shares owned by Consultores Venture Capital Uruguay S.A., iv) 430,229 common shares owned by Consultores Asset Management S.A. and v) 2,365,709 common shares directly owned by Eduardo Sergio Elsztain.
Option Ownership
No options to purchase common shares have been granted to our Directors, Senior Managers, members of the Supervisory Committee, or Audit Committee.
Employee Participation in our share Capital
There are no arrangements for involving our employees in our capital stock or related to the issuance of options, common shares or securities, other than those described under the following sections: (i) Item 6 – B. Compensation – Capitalization Plan and (ii) Item 6 – B. Compensation – Mid and Long Term Incentive Program.
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MAJOR SHAREHOLDERS
Major Shareholders
Information about Major Shareholders
Share Ownership
The following table sets forth information regarding ownership of our capital stock by each person known to us to own beneficially at least 5% of our common shares, ANSES and all our directors and officers as a group.
| Share<br>Ownership as of December 31, 2020 | ||
|---|---|---|
| Shareholder | Number<br>of Shares | Percentage<br>(2) |
| Cresud (1) | 359,102,211 | 62.1% |
| Directors and<br>officers (excluding Eduardo Elsztain) | 2,918,525 | 0.5% |
| ANSES | 25,914,834 | 4.5% |
| Total | 387,935,570 | 67.1% |
(1)
Eduardo S. Elsztain is the beneficial owner of 182,111,933 common shares of Cresud, representing 36.3% of its total share capital, which include (i) 51,623,611 common shares beneficially owned by IFISA, (ii) 940 common shares owned by Consultores Venture Capital Uruguay S.A. for which Mr. Eduardo S. Elsztain is deemed to be the beneficial owner, (iii) 88,350,550 common shares owned by Agroinvestment S.A. for which Mr. Eduardo S. Elsztain is deemed beneficial owner and (iv) 42,136,832 common shares directly owned by Mr. Eduardo S. Elsztain. Furthermore, IFISA retains voting power and right of first refusal over an equivalent of 7,454,600 common shares (1.49% of the outstanding) until 02/18/2021). Although Mr. Elsztain does not own a majority of the common shares of Cresud, he is its largest shareholder and exercises substantial influence over it. If Mr. Elsztain is considered to be the beneficial owner of Cresud due to his substantial influence over it, he would be the beneficial owner of 63.08% of our common shares by virtue of his investment in Cresud of 359,102,211 common shares, in Consultores Venture Capital Uruguay S.A. of 3,152,153 common shares, in Consultores Asset Management S.A. of 430,229 common shares and in directly owned 2,365,709 common shares. Cresud is a leading Argentine producer of basic agricultural products. Cresud’s common shares began trading in the BYMA on December 12, 1960, under the trading symbol “CRES” and on March 1997 its GDSs began trading in the Nasdaq under the trading symbol “CRESY.”
(2)
As of December 31, 2020, the number of outstanding common shares was 578,676,460.
Changes in Share Ownership
| Shareholder (3) | December<br>31, 2020 (%) | June<br>30, 2020 (%) | June<br>30, 2019 (%) | June<br>30, 2018 (%) | June<br>30, 2017 (%) | June<br>30, 2016(%) |
|---|---|---|---|---|---|---|
| Cresud (1) | 62.1 | 62.1 | 62.1 | 63.4 | 63.4 | 63.4 |
| Directors and<br>officers (2) | 0.5 | 0.4 | 0.5 | 0.2 | 0.2 | 0.2 |
| ANSES | 4.5 | 4.5 | 4.5 | 4.5 | 4.5 | 4.5 |
| Total | 67.1 | 67.0 | 67.1 | 68.1 | 68.1 | 68.1 |
(1)
Eduardo S. Elsztain is the beneficial owner of 182,111,933 common shares of Cresud, representing 36.3% of its total share capital, which include (i) 51,623,611 common shares beneficially owned by IFISA, (ii) 940 common shares owned by Consultores Venture Capital Uruguay S.A. for which Mr. Eduardo S. Elsztain is deemed to be the beneficial owner, (iii) 88,350,550 common shares owned by Agroinvestment S.A. for which Mr. Eduardo S. Elsztain is deemed beneficial owner and (iv) 42,136,832 common shares directly owned by Mr. Eduardo S. Elsztain. Furthermore, IFISA retains voting power and right of first refusal over an equivalent of 7,454,600 common shares (1.49% of the outstanding) until 02/18/2021). Although Mr. Elsztain does not own a majority of the common shares of Cresud, he is its largest shareholder and exercises substantial influence over it. If Mr. Elsztain is considered to be the beneficial owner of Cresud due to his substantial influence over it, he would be the beneficial owner of 63.08% of our common shares by virtue of his investment in Cresud of 359,102,211 common shares, in Consultores Venture Capital Uruguay S.A. of 3,152,153 common shares, in Consultores Asset Management S.A. of 430,229 common shares and in directly owned 2,365,709 common shares.
(2)
Includes only direct ownership of our directors and senior management.
(3)
As of December 31, 2020, the number of outstanding common shares was 578,676,460.
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Differences in Voting Rights
Our major shareholders do not have different voting rights.
Arrangements for change in control
We are not aware of any arrangements that may, when in force, result in a change in control.
Securities held in the host country
As of December 31, 2020, our total issued capital stock outstanding consisted of 578,676,460 common shares. As of December 31, 2020, there were approximately 20,364,471 Global Depositary Shares (representing 203,644,710 of our common shares, or 35.2% of all or our outstanding common shares) held in the United States by approximately 19 registered holders.
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INDEX OF EXHIBITS
| Exhibit No. | Description of Exhibit |
|---|---|
| 99.1 | Unaudited Condensed Interim Consolidated Financial Statements as of<br>December 31, 2020 and for the six-month period ended December 31,<br>2020 and 2019. |
| 99.2 | List of<br>Subsidiaries. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| IRSA Inversiones y Representaciones Sociedad<br>Anónima | |
|---|---|
| Date<br>April 9, 2021 | By: /s/<br>Matías I. Gaivironsky<br><br><br>Name:<br>Matías I. Gaivironsky<br><br><br>Title:<br>Chief Financial and Administrative Officer |
91
fy21q2irsa
IRSA Inversiones y Representaciones Sociedad Anónima
Unaudited Condensed Interim Consolidated Financial Statements as of December 31, 2020 and for the six and three-month periods ended as of that date, presented comparatively
Legal information
Denomination: IRSA Inversiones y Representaciones Sociedad Anónima.
Fiscal year N°: 78, beginning on July 1st, 2020.
Legal address: 261 Carlos Della Paolera St., 9th floor, Autonomous City of Buenos Aires, Argentina. (In process).
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: General Ordinary and Extraordinary Shareholders’ Meeting held on December 12, 2019 and registered in the Superintendence on October 13,2020 with the number 9896, Book 1200 Volume – of Joint Stock Companies.
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 ARS): 579.
Parent Company: Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria
(Cresud S.A.C.I.F. y A.).
Legal Address: 261 Carlos Della Paolera St., 9th floor, Autonomous City of Buenos Aires, Argentina. (In process).
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: 62.29% (1).
| CAPITAL<br>STATUS | ||
|---|---|---|
| Type of<br>stock | Shares authorized for<br>Public Offering (2) | Subscribed, issued<br>and paid up nominal value<br><br><br>(in<br>millions of Pesos) |
| Common stock with a<br>face value of ARS 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 Condensed<br>Interim Consolidated Statements of Financial<br>Position | 2 |
| Unaudited Condensed<br>Interim Consolidated Statements of Income and Other Comprehensive<br>Income | 3 |
| Unaudited Condensed<br>Interim Consolidated Statements of Changes in Shareholders’<br>Equity | 4 |
| Unaudited Condensed<br>Interim Consolidated Statements of Cash<br>Flows | 6 |
| Notes to the<br>Unaudited Condensed Interim Consolidated Financial<br>Statements: | |
| Note 1 – The<br>Group’s business and general information | 7 |
| Note 2 –<br>Summary of significant accounting policies | 7 |
| Note 3 –<br>Seasonal effects on operations | 8 |
| Note 4 –<br>Acquisitions and disposals | 9 |
| Note 5 –<br>Financial risk management and fair value<br>estimates | 11 |
| Note 6 –<br>Segment information | 11 |
| Note 7 –<br>Investments in associates and joint ventures | 13 |
| Note 8 –<br>Investment properties | 15 |
| Note 9 –<br>Property, plant and equipment | 16 |
| Note 10 –<br>Trading properties | 16 |
| Note 11 –<br>Intangible assets | 17 |
| Note 12 –<br>Right-of-use assets | 17 |
| Note 13 –<br>Financial instruments by category | 18 |
| Note 14 –<br>Trade and other receivables | 20 |
| Note 15 –<br>Cash flow information | 20 |
| Note 16 –<br>Trade and other payables | 22 |
| Note 17 –<br>Borrowings | 22 |
| Note 18 –<br>Provisions | 25 |
| Note 19 –<br>Taxes | 25 |
| Note 20 –<br>Revenues | 26 |
| Note 21 –<br>Expenses by nature | 26 |
| Note 22 –<br>Cost of goods sold and services provided | 27 |
| Note 23 –<br>Other operating results, net | 27 |
| Note 24 –<br>Financial results, net | 27 |
| Note 25 –<br>Related party transactions | 28 |
| Note 26 – CNV<br>General Resolution N° 622 | 30 |
| Note 27 –<br>Foreign currency assets and liabilities | 30 |
| Note 28 –<br>Groups of assets and liabilities held for sale | 31 |
| Note 29 –<br>Results from discontinued operations | 31 |
| Note 30 –<br>Other significant events of the period | 32 |
| Note 31 –<br>Subsequent Events | 34 |
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 de<br>Crédito y Securitización S.A. |
| BCRA | Central Bank of the<br>Argentine Republic |
| BHSA | Banco Hipotecario<br>S.A. |
| Cellcom | Cellcom Israel<br>Ltd. |
| Clal | Clal Holdings<br>Insurance Enterprises Ltd. |
| CNV | Securities Exchange<br>Commission |
| CODM | Chief operating<br>decision maker |
| CPF | Collective<br>Promotion Funds |
| Condor | Condor Hospitality<br>Trust Inc. |
| Cresud | Cresud S.A.C.I.F. y<br>A. |
| DIC | Discount Investment<br>Corporation Ltd. |
| Eclsa | E-Comerce Latina<br>S.A. |
| Efanur | Efanur<br>S.A. |
| Financial<br>Statements | Unaudited Condensed<br>Interim Consolidated Financial Statements |
| Annual Financial<br>Statements | Consolidated<br>Financial Statements as of June 30, 2019 |
| HASAU | Hoteles Argentinos<br>S.A.U. |
| IAS | International<br>Accounting Standards |
| IASB | International<br>Accounting Standards Board |
| IDBD | IDB Development<br>Corporation Ltd. |
| IFISA | Inversiones<br>Financieras del Sur S.A. |
| IFRS | International<br>Financial Reporting Standards |
| IRSA, The<br>Company”, “Us”, “We” | IRSA Inversiones y<br>Representaciones Sociedad Anónima |
| IRSA<br>CP | IRSA Propiedades<br>Comerciales S.A. |
| LRSA<br><br><br>Mehadrin | La Rural<br>S.A.<br><br><br>Mehadrin<br>Ltd. |
| Metropolitan | Metropolitan 885<br>Third Avenue Leasehold LLC |
| MPIT | Minimum presumed<br>income tax |
| NCN | Non-convertible<br>notes |
| New<br>Lipstick | New Lipstick<br>LLC |
| NFSA | Nuevas Fronteras<br>S.A. |
| NIS | New Israeli<br>Shekel |
| PBC | Property &<br>Building Corporation Ltd. |
| Quality | Quality Invest<br>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, 2020 and June 30, 2020
(All amounts in millions, except otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
| Note | 12.31.2020 | 06.30.2020 | |
|---|---|---|---|
| ASSETS | |||
| Non-current assets | |||
| Investment<br>properties | 8 | 164,276 | 272,713 |
| Property,<br>plant and equipment | 9 | 3,330 | 45,219 |
| Trading<br>properties | 10, 22 | 1,476 | 5,820 |
| Intangible<br>assets | 11 | 1,315 | 33,299 |
| Right-of-use<br>assets | 12 | 680 | 23,801 |
| Investments<br>in associates and joint ventures | 7 | 13,580 | 89,161 |
| Deferred<br>income tax assets | 19 | 214 | 759 |
| Income<br>tax and MPIT credit | 25 | 30 | |
| Restricted<br>assets | 13 | - | 2,242 |
| Trade<br>and other receivables | 14 | 2,242 | 27,719 |
| Investments<br>in financial assets | 13 | 772 | 4,210 |
| Derivative<br>financial instruments | 13 | - | 170 |
| Total non-current assets | 187,910 | 505,143 | |
| Current assets | |||
| Trading<br>properties | 10, 22 | 52 | 2,776 |
| Inventories | 22 | 69 | 5,613 |
| Restricted<br>assets | 13 | - | 7,441 |
| Income<br>tax and MPIT credit | 146 | 368 | |
| Group<br>of assets held for sale | 28 | - | 49,951 |
| Trade<br>and other receivables | 14 | 7,609 | 44,516 |
| Investments<br>in financial assets | 13 | 2,732 | 23,291 |
| Financial<br>assets held for sale | 13 | - | 4,047 |
| Derivative<br>financial instruments | 13 | 6 | 253 |
| Cash<br>and cash equivalents | 13 | 1,605 | 108,294 |
| Total current assets | 12,219 | 246,550 | |
| TOTAL ASSETS | 200,129 | 751,693 | |
| SHAREHOLDERS’ EQUITY | |||
| Shareholders'<br>equity attributable to equity holders of the parent (according to<br>corresponding statement) | 70,107 | 68,466 | |
| Non-controlling<br>interest | 22,174 | 78,535 | |
| TOTAL SHAREHOLDERS’ EQUITY | 92,281 | 147,001 | |
| LIABILITIES | |||
| Non-current liabilities | |||
| Borrowings | 17 | 40,942 | 356,932 |
| Lease<br>liabilities | 725 | 16,031 | |
| Deferred<br>income tax liabilities | 19 | 42,177 | 52,778 |
| Trade<br>and other payables | 16 | 1,440 | 2,600 |
| Provisions | 18 | 120 | 3,671 |
| Employee<br>benefits | - | 536 | |
| Derivative<br>financial instruments | 18 | 22 | 66 |
| Salaries<br>and social security liabilities | 31 | 234 | |
| Total non-current liabilities | 85,457 | 432,848 | |
| Current liabilities | |||
| --- | --- | --- | --- |
| Trade<br>and other payables | 16 | 7,206 | 35,562 |
| Borrowings | 17 | 14,531 | 93,891 |
| Lease<br>liabilities | 59 | 5,835 | |
| Provisions | 18 | 135 | 2,924 |
| Group<br>of liabilities held for sale | 28 | - | 26,621 |
| Salaries<br>and social security liabilities | 376 | 4,920 | |
| Income<br>tax and MPIT liabilities | 6 | 749 | |
| Derivative<br>financial instruments | 13 | 78 | 1,342 |
| Total current liabilities | 22,391 | 171,844 | |
| TOTAL LIABILITIES | 107,848 | 604,692 | |
| TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES | 200,129 | 751,693 |
The accompanying notes are an integral part of these Unaudited Condensed Interim Consolidated Financial Statements.
| IRSA<br>Inversiones y Representaciones Sociedad<br>Anónima | ||
|---|---|---|
| Date | By: | /s/ Saúl<br>Zang |
| Name <br>Saúl<br>Zang | ||
| Title <br>Vicepresident I |
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, 2020 and 2019
(All amounts in millions, except otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
| Six month | Three month | ||||
|---|---|---|---|---|---|
| Note | 12.31.2020 | 12.31.2019 | 12.31.2020 | 12.31.2019 | |
| Revenues | 20 | 4,951 | 10,916 | 3,160 | 5,921 |
| Costs | 21,<br>22 | (2,629) | (4,006) | (1,408) | (2,133) |
| Gross profit | 2,322 | 6,910 | 1,752 | 3,788 | |
| Net<br>gain / (loss) from fair value adjustment of investment<br>properties | 8 | 9,266 | 5,293 | (17,552) | (8,455) |
| General<br>and administrative expenses | 21 | (1,515) | (1,590) | (798) | (854) |
| Selling<br>expenses | 21 | (787) | (758) | (286) | (430) |
| Other<br>operating results, net | 23 | (109) | (1) | (89) | 61 |
| Profit / (loss) from operations | 9,177 | 9,854 | (16,973) | (5,890) | |
| Share<br>of loss of associates and joint ventures | 7 | (453) | (1,513) | (617) | (2,333) |
| Income / (loss) before financial results and income<br>tax | 8,724 | 8,341 | (17,590) | (8,223) | |
| Finance<br>income | 24 | 68 | 148 | 6 | 56 |
| Finance<br>costs | 24 | (3,167) | (3,912) | (1,394) | (1,928) |
| Other<br>financial results | 24 | 3,164 | (5,769) | 2,470 | 4,420 |
| Inflation<br>adjustment | 24 | 1,171 | 331 | 1,203 | 769 |
| Financial results, net | 1,236 | (9,202) | 2,285 | 3,317 | |
| Profit / (loss) before income tax | 9,960 | (861) | (15,305) | (4,906) | |
| Income<br>tax (expense) / benefit | 19 | (4,004) | (2,720) | 4,855 | 69 |
| Profit / (loss) for the period from continuing<br>operations | 5,956 | (3,581) | (10,450) | (4,837) | |
| (Loss)<br>/ profit for the period from discontinued operations | 29 | (7,120) | 10,192 | - | (5,268) |
| (Loss) / profit for the period | (1,164) | 6,611 | (10,450) | (10,105) | |
| Other comprehensive income: | |||||
| Items that may be reclassified subsequently to profit or<br>loss: | |||||
| Currency<br>translation adjustment | (35) | (778) | 1,226 | (2,783) | |
| Other<br>reserves | 285 | - | 285 | - | |
| Items that may not be reclassified subsequently to profit or loss,<br>net of income tax: | |||||
| Actuarial<br>profit from defined contribution plans | - | - | - | 12 | |
| Other comprehensive income / (loss) for the period from continuing<br>operations | 250 | (778) | 1,511 | (2,771) | |
| Other<br>comprehensive (loss) / income for the period from discontinued<br>operations | (8,395) | 10,838 | - | (4,811) | |
| Total other comprehensive (loss) / income for the<br>period | (8,145) | 10,060 | 1,511 | (7,582) | |
| Total comprehensive (loss) / income for the period | (9,309) | 16,671 | (8,939) | (17,687) | |
| Total<br>comprehensive income / (loss) from continuing<br>operations | 6,206 | (4,359) | (8,939) | (7,608) | |
| --- | --- | --- | --- | --- | |
| Total<br>comprehensive (loss) / income from discontinued<br>operations | (15,515) | 21,030 | - | (10,079) | |
| Total comprehensive (loss) / income for the period | (9,309) | 16,671 | (8,939) | (17,687) | |
| (Loss) / profit for the period attributable to: | |||||
| Equity<br>holders of the parent | (584) | (1,936) | (7,950) | (6,955) | |
| Non-controlling<br>interest | (580) | 8,547 | (2,500) | (3,150) | |
| Profit / (loss) from continuing operations attributable<br>to: | |||||
| Equity<br>holders of the parent | 5,054 | (3,800) | (7,949) | (4,074) | |
| Non-controlling<br>interest | 902 | 219 | (2,501) | (763) | |
| Total comprehensive (Loss) / income attributable to: | |||||
| Equity<br>holders of the parent | (3,356) | (5,314) | (6,601) | (9,285) | |
| Non-controlling<br>interest | (5,953) | 21,985 | (2,338) | (8,402) | |
| Total comprehensive (Loss) / income from continuing operations<br>attributable to: | |||||
| Equity<br>holders of the parent | 8,789 | 14,421 | (7,948) | 12,126 | |
| Non-controlling<br>interest | (2,583) | (18,780) | (991) | (19,734) | |
| Loss per share attributable to equity holders of the<br>parent: | |||||
| Basic | (1.02) | (3.37) | (13.83) | (12.10) | |
| Diluted | (1.02) | (3.37) | (13.83) | (12.10) | |
| Profit / (loss) per share from continuing operations attributable<br>to equity holders of the parent: | |||||
| Basic | 8.79 | (6.61) | (13.82) | (7.09) | |
| --- | --- | --- | --- | --- | |
| Diluted | 8.76 | (6.61) | (13.82) | (7.09) |
The accompanying notes are an integral part of these Unaudited Condensed Interim Consolidated Financial Statements.
| IRSA<br>Inversiones y Representaciones Sociedad<br>Anónima | ||
|---|---|---|
| Date | By: | /s/ Saúl<br>Zang |
| Name <br>Saúl Zang | ||
| Title <br>Vicepresident I |
3
IRSA Inversiones y Representaciones Sociedad Anónima
Unaudited Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity
for the six-month periods ended December 31, 2020
(All amounts in millions, except otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
| Attributable to equity holders of the<br>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, 2020 | 575 | 2 | 16,335 | 17,426 | 114 | 581 | 11,271 | 7,064 | 15,098 | 68,466 | 78,535 | 147,001 |
| Loss<br>for the period | - | - | - | - | - | - | - | - | (584) | (584) | (580) | (1,164) |
| Other<br>comprehensive loss for the period | - | - | - | - | - | - | - | (2,772) | - | (2,772) | (5,373) | (8,145) |
| Total profit and other comprehensive (loss) / income for the<br>period | - | - | - | - | - | - | - | (2,772) | (584) | (3,356) | (5,953) | (9,309) |
| Assignment<br>of results according to A.G.O. | - | - | - | - | - | 752 | - | 13,655 | (14,407) | - | - | - |
| Distribution<br>of dividends in shares | - | - | - | - | - | - | - | - | (580) | (580) | - | (580) |
| Capitalisation<br>of irrevocable contributions | - | - | - | - | - | - | - | - | - | - | 13 | 13 |
| Dividend<br>distribution | - | - | - | - | - | - | - | - | - | - | (2,141) | (2,141) |
| Decrease<br>due to loss of control | - | - | - | - | - | - | - | - | - | - | (49,886) | (49,886) |
| Other<br>changes in equity | - | - | - | - | - | - | - | 5,839 | - | 5,839 | 972 | 6,811 |
| Reserve<br>for share-based payments | - | - | - | - | 2 | - | - | (2) | - | - | - | - |
| Changes<br>in non-controlling interest | - | - | - | - | - | - | - | (262) | - | (262) | 634 | 372 |
| Balance as of December 31, 2020 | 575 | 2 | 16,335 | 17,426 | 116 | 1,333 | 11,271 | 23,522 | (473) | 70,107 | 22,174 | 92,281 |
(1) Includes ARS 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, 2020 are comprised as follows:
The accompanying notes are an integral part of these Unaudited Condensed Interim Consolidated Financial Statements
| 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 | Other reserves from subsidiaries | Revaluation surplus | Total Other reserves | |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance as of July 1, 2020 | (206) | (6,316) | 236 | 2,028 | (873) | (407) | 12,458 | (436) | 128 | 452 | 7,064 |
| Other<br>comprehensive loss for the period | - | - | - | - | (3,111) | (86) | - | 163 | - | 262 | (2,772) |
| Total comprehensive loss for the period | - | - | - | - | (3,111) | (86) | - | 163 | - | 262 | (2,772) |
| Reserve<br>for share-based payments | 1 | - | (3) | - | - | - | - | - | - | - | (2) |
| Distribution<br>of dividends in shares | - | - | - | - | - | - | 13,655 | - | - | - | 13,655 |
| Changes<br>in non-controlling interest | - | (262) | - | - | - | - | - | - | - | - | (262) |
| Other<br>changes in equity | - | (60) | - | - | 5,175 | (5) | - | 856 | (128) | 1 | 5,839 |
| Balance as of December 31, 2020 | (205) | (6,638) | 233 | 2,028 | 1,191 | (498) | 26,113 | 583 | - | 715 | 23,522 |
| IRSA<br>Inversiones y Representaciones Sociedad<br>Anónima | |||||||||||
| --- | --- | --- | |||||||||
| Date | By: | /s/ Saúl<br>Zang | |||||||||
| Name <br>Saúl<br>Zang | |||||||||||
| Title <br>Vicepresident I |
4
IRSA Inversiones y Representaciones Sociedad Anónima
Unaudited Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity
for the six-month periods 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 | 2 | 16,335 | 17,426 | 94 | 581 | 11,268 | 81,556 | (72,895) | 54,942 | 92,060 | 147,002 |
| Adjustments<br>previous periods (IFRS 9 and 15) | - | - | - | - | - | - | - | - | (1,391) | (1,391) | (1,031) | (2,422) |
| Balance as of July 1, 2019 (recast) | 575 | 2 | 16,335 | 17,426 | 94 | 581 | 11,268 | 81,556 | (74,286) | 53,551 | 91,029 | 144,580 |
| (Loss)<br>/ profit for the period | - | - | - | - | - | - | - | - | (1,936) | (1,936) | 8,547 | 6,611 |
| Other<br>comprehensive (loss) / income for the period | - | - | - | - | - | - | - | (3,378) | - | (3,378) | 13,438 | 10,060 |
| Total profit / (loss) and other comprehensive income for the<br>period | - | - | - | - | - | - | - | (3,378) | (1,936) | (5,314) | 21,985 | 16,671 |
| Assignment<br>of results according to A.G.O. | - | - | - | - | - | - | - | - | - | - | (176) | (176) |
| Loss<br>absorption | - | - | - | - | - | - | - | (72,453) | 72,453 | - | - | - |
| Issuance<br>of shares | - | - | - | - | - | - | - | - | - | - | 102 | 102 |
| Distribution<br>of dividends in shares | - | - | - | - | - | - | - | (707) | - | (707) | - | (707) |
| Capitalisation<br>of irrevocable contributions | - | - | - | - | - | - | - | - | - | - | 31 | 31 |
| Dividend<br>distribution | - | - | - | - | - | - | - | - | - | - | (1,654) | (1,654) |
| Decrease<br>due to loss of control | - | - | - | - | - | - | - | - | - | - | (51,868) | (51,868) |
| Other<br>changes in equity | - | - | - | - | - | - | - | - | 29 | 29 | 209 | 238 |
| Changes<br>in non-controlling interest | - | - | - | - | - | - | - | (810) | - | (810) | 4,403 | 3,593 |
| Balance as of December 31, 2019 | 575 | 2 | 16,335 | 17,426 | 94 | 581 | 11,268 | 4,208 | (3,740) | 46,749 | 64,061 | 110,810 |
(1) Includes ARS 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:
The accompanying notes are an integral part of these Unaudited Condensed Interim Consolidated Financial Statements
| Cost of treasury stock | Changes in non-controlling interest | Reserve for share-based payments | Reserve for future dividends | Currency translation adjustment reserve | Hedging instruments | Reserve for defined contribution plans | Special reserve | Other reserves from subsidiaries | Revaluation surplus | Total Other reserves | |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance as of July 1, 2019 | (197) | (6,326) | 248 | 2,028 | 317 | (10) | (373) | 85,618 | 126 | 125 | 81,556 |
| Other<br>comprehensive loss for the period | - | - | - | - | (3,183) | - | - | - | (195) | - | (3,378) |
| Total comprehensive loss for the period | - | - | - | - | (3,183) | - | - | - | (195) | - | (3,378) |
| Reserve<br>for share-based payments | 7 | - | (7) | - | - | - | - | - | - | - | - |
| Distribution<br>of dividends in shares | - | - | - | - | - | - | - | (707) | - | - | (707) |
| Changes<br>in non-controlling interest | - | (810) | - | - | - | - | - | - | - | - | (810) |
| Loss<br>absorption | - | - | - | - | - | - | - | (72,453) | - | - | (72,453) |
| Balance as of December 31, 2019 | (190) | (7,136) | 241 | 2,028 | (2,866) | (10) | (373) | 12,458 | (69) | 125 | 4,208 |
| IRSA<br>Inversiones y Representaciones Sociedad<br>Anónima | |||||||||||
| --- | --- | --- | |||||||||
| Date | By: | /s/ Saúl<br>Zang | |||||||||
| Name <br>Saúl Zang | |||||||||||
| Title <br>Vicepresident I |
5
IRSA Inversiones y Representaciones Sociedad Anónima
Unaudited Condensed Interim Consolidated Statements of Cash Flows
for the six-month periods ended December 31, 2020 and 2019
(All amounts in millions, except otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
| Note | 12.31.2020 | 12.31.2019 | |
|---|---|---|---|
| Operating activities: | |||
| Net<br>cash generated from continuing operating activities before income<br>tax paid | 15 | 1,964 | 5,512 |
| Income<br>tax and MPIT paid | (34) | (294) | |
| Net cash generated from continuing operating<br>activities | 1,930 | 5,218 | |
| Net<br>cash generated from discontinued operating activities | 2,473 | 17,626 | |
| Net cash generated from operating activities | 4,403 | 22,844 | |
| Investing activities: | |||
| Contributions<br>and issuance of capital in associates and joint<br>ventures | (27) | (162) | |
| Acquisition<br>and improvements of investment properties | (2,032) | (1,695) | |
| Proceeds<br>from sales of investment properties | 14,158 | 4 | |
| Acquisitions<br>and improvements of property, plant and equipment | (75) | (97) | |
| Acquisitions<br>of intangible assets | (9) | (20) | |
| Acquisitions<br>of subsidiaries, net of cash acquired | - | (97) | |
| Net<br>increase of restricted deposits | - | (250) | |
| Dividends<br>collected from associates and joint ventures | - | 82 | |
| Proceeds<br>from loans granted | - | 37 | |
| Acquisitions<br>of investments in financial assets | (11,732) | (14,502) | |
| Proceeds<br>from disposal of investments in financial assets | 15,351 | 19,283 | |
| Interest<br>received from financial assets | 313 | 391 | |
| Dividends<br>received from financial assets | - | 10 | |
| Loans<br>granted to related parties | - | (275) | |
| Loans<br>granted | - | (1,172) | |
| Net cash generated from continuing investing<br>activities | 15,947 | 1,537 | |
| Net<br>cash generated from discontinued investing activities | 35,434 | 17,278 | |
| Net cash generated from investing activities | 51,381 | 18,815 | |
| Financing activities: | |||
| Borrowings<br>and issuance of non-convertible notes | 3,303 | 9,711 | |
| Payment<br>of borrowings and non-convertible notes | (27,252) | (12,940) | |
| Collections<br>of short term loans, net | 2,377 | 1,740 | |
| Interests<br>paid | (3,754) | (3,628) | |
| Repurchase<br>of non-convertible notes | (133) | (2,676) | |
| Acquisition<br>of non-controlling interest in subsidiaries | (144) | (343) | |
| Loans<br>received from associates and joint ventures, net | - | 109 | |
| Dividends<br>paid to non-controlling interest in subsidiaries | (2,064) | (276) | |
| Sale<br>of own non-convertible notes | 3,138 | - | |
| Net<br>proceeds from derivate financial instrument | (336) | (11) | |
| Net cash used in continuing financing activities | (24,865) | (8,314) | |
| Net<br>cash used in discontinued financing activities | (14,492) | (54,022) | |
| Net cash used in financing activities | (39,357) | (62,336) | |
| Net<br>decrease in cash and cash equivalents from continuing<br>activities | (6,988) | (1,559) | |
| Net<br>increase / (decrease) in cash and cash equivalents from<br>discontinued activities | 23,415 | (19,118) | |
| Net<br>increase / (decrease) in cash and cash equivalents | 16,427 | (20,677) | |
| Cash and cash<br>equivalents at beginning of period | 108,294 | 103,600 | |
| Cash<br>and cash equivalents reclassified as held-for-sale | - | (711) | |
| Deconsolidation<br>of subsidiaries | (115,963) | - | |
| Foreign<br>exchange gain and inflation adjustment on cash and changes in fair<br>value of cash equivalents | (7,153) | 5,943 | |
| Cash and cash equivalents at end of period | 13 | 1,605 | 88,155 |
The accompanying notes are an integral part of these Unaudited Condensed Interim Consolidated Financial Statements.
| IRSA<br>Inversiones y Representaciones Sociedad<br>Anónima | ||
|---|---|---|
| Date | By: | /s/ Saúl<br>Zang |
| Name <br>Saúl<br>Zang | ||
| Title <br>Vicepresident I |
6
IRSA Inversiones y Representaciones Sociedad Anónima
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 12, 2021.
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, with the acquisition of IDBD, established two Operations Centers, Argentina and Israel, to manage its global business. With the loss control of the Israel Operations Center and its deconsolidation from October 1, 2020, the Group manages its operations through a single Operation Center.
Operations Center in Israel
As stated in Note
to the consolidated financial statements as of June 30, 2020, on September 25, 2020 the Court decreed the insolvency and liquidation of IDBD and appointed a trustee for its shares along with a custodian over DIC and Clal shares. After this decision, the Board of Directors of IDBD was removed from its functions, therefore, the Group lost control as of that date. For comparability purposes and as required by IFRS 5, the results of the Israel Operations Center have been reclassified to discontinued operations for all periods presented.
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, 2020 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 month ended December 31, 2020 and 2019 have not been audited. Management considers that they include all the necessary adjustments to fairly present the results of each period. Intermediate period results do not necessarily reflect the proportion of the Group's results for the entire fiscal years.
IAS 29 "Financial Reporting in Hyperinflationary Economies" requires that the financial statements of an entity whose functional currency is one of a hyperinflationary economy be expressed in terms of the current unit of measurement at the closing date of the reporting period, regardless of whether they are based on the historical cost method or the current cost method. To do so, in general terms, the inflation produced from the date of acquisition or from the revaluation date, as applicable, must be calculated by non-monetary items. This requirement also includes the comparative information of the financial statements.
In order to conclude on whether an economy is categorized as highly inflationary in the terms of IAS 29, the standard details a series of factors to be considered, including the existence of an accumulated inflation rate in three years that approximates or exceed 100%. Accumulated inflation in Argentina in three years is over 100%. For that reason, in accordance with IAS 29, Argentina must be considered a country with a highly inflationary economy starting July 1, 2018.
In relation to the inflation index to be used and in accordance with FACPCE Resolution No. 539/18, it is determined based on the Wholesale Price Index (IPIM) until 2016, considering the average variation of the Consumer Price Index (CPI)
7
of the Autonomous City of Buenos Aires for the months of November and December 2015, because during those two months there were no national IPIM measurements. Then, from January 2017, the National Consumer Price Index (National CPI) is considered. The table below presents the index for the period ended December 31, 2020, according to official statistics (INDEC) and following the guidelines described in Resolution 539/18.
| Quarter<br>ended September 30, 2020 | Quarter<br>ended December 31, 2020 | As of<br>December 31, 2020 (accumulated six months) | |
|---|---|---|---|
| Price<br>variation | 8% | 11% | 20% |
As a consequence of the aforementioned, these financial statements as of December 31, 2020 were restated in accordance with IAS 29.
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.
2.3.
Comparability of information
Balance items as of June 30, 2020 and December 31, 2019 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 IDBD. See notes 1 and 6 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, except for those mentioned in Note 30.
3.
Seasonal effects on operations
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.
8
IRSA Inversiones y Representaciones Sociedad Anónima
4. Acquisitions and disposals
Significant acquisitions and disposals for the six-month period ended December 31, 2020 are detailed below. Significant acquisitions and disposals for the fiscal year ended June 30, 2020, are detailed in Note 4 to the Annual Financial Statements.
A.
Sale of floors from Boston Tower
On July 15, 2020, IRSA CP entered into a preliminary sale agreement (with delivery of possession) with respect to a medium-height floor from Boston tower located at Della Paolera 265, Catalinas district, City of Buenos Aires, covering a total area of approximately 1,063 sq. meters and 5 parking lots located in the building. The price of the transaction was ARS 477.7 (US$ 6.7), which has been paid in full.
On August 25, 2020, IRSA CP executed a preliminary sale agreement (with delivery of possession) with respect to 5 floors from Boston tower located at Della Paolera 265, Catalinas district, City of Buenos Aires, covering a total area of approximately 6,235 sq. meters and 25 parking lots located in the building. The price of the transaction was ARS 2,562 (US$ 34.7), which has been paid in full.
On November 5, 2020, IRSA CP has signed a purchase and sale agreement with possession of 4 floors of the Boston Tower located at 265 Della Paolera in the Catalinas District in the Autonomous City of Buenos Aires for a gross rental area of approximately 3,892 square meters and 15 parking lots located in the building. The price of the transaction was ARS 1,812 (US$ 22.9).
On November 12, 2020, IRSA CP has signed with an unrelated third party a purchase and sale agreement with possession of 3 floors of the Boston Tower located at 265 Della Paolera in the Catalinas District in the Autonomous City of Buenos Aires for a gross rental area of approximately 3,266 square meters, a commercial space located on the ground floor of approximately 225 square meters and 15 parking lots located in the building. The price of the transaction was ARS 1,521 (US$ 19.1).
B.
Bouchard sale
On July 30, 2020, IRSA CP sold the entire “Bouchard 710” building, located in the Plaza Roma district of the City of Buenos Aires. The tower has a gross leasable area of 15,014 sq. meters divided into 12 floors for office use and 116 parking lots. The price of the transaction was approximately ARS 6,300 (US$ 87), which has been paid in full.
C.
Lipstick Building, New York, United States
On August 7, 2020, Metropolitan signed an agreement with the owner of the Ground Lease through which it terminated the relationship, leaving the administration of the building. Accordingly, at June 30, 2020, the Group derecognized Metropolitan’s liabilities associated with the ground lease, as well as all the assets and liabilities associated with the building and the administration of the building; and made an agreement with the owner of the Ground Lease that states that Metropolitan is completely released from responsibilities, except for (i) claims for liabilities prior to June 1, 2020 from people who have performed work or provided services in the Building or to Metropolitan and (ii) claims from people who have had an accident on the property dated before August 7, 2020.
D.
Condor Merger Agreement
On July 19, 2019, Condor entered into a merger agreement with Nexponint Hospitality Trust. In accordance with the contractual terms, each Condor common share, with a par value of USD 0.01 per share, was canceled prior to the merger and became 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 Class E convertible share was automatically canceled and became the right to receive a cash amount equivalent to USD 10.00 per share.
9
IRSA Inversiones y Representaciones Sociedad Anónima
The closing of the transaction, which had been scheduled for March 23, 2020, did not occur.
On October 14, 2020, Condor entered into an agreement with Nexponint Hospitality Trust and some of its affiliates ("NHT Parties") to resolve any and all claims between them related to the aforementioned merger agreement.
According to this agreement, NHT and its affiliates shall make three payments to Condor in three installments ending on December 30, 2020 and totalling USD 7.0. As of the date of these financial statements, the total compensation for breach of the contract has been collected.
As of the date of presentation of these financial statements, the Company has 2,245,100 ordinary shares and 325,752 Series E shares of Condor.
E.
Loss of control of IDBD
As described in Note 1. to these financial statements, at the end of September 2020, the Group has lost control of IDBD, deconsolidating the related assets and liabilities and reclassifying the operations from this operations center to discontinued operations.
The following table details the net assets disposed:
| 09.30.2020 | |
|---|---|
| ASSETS | |
| Investment<br>properties | 93,794 |
| Property,<br>plant and equipment | 38,292 |
| Trading<br>properties | 6,136 |
| Intangible<br>assets | 29,161 |
| Right-of-use<br>assets | 20,629 |
| Investments<br>in associates and joint ventures | 38,654 |
| Deferred<br>income tax assets | 453 |
| Income<br>tax credit | 340 |
| Restricted<br>assets | 6,703 |
| Trade<br>and other receivables | 56,408 |
| Investments<br>in financial assets | 25,249 |
| Derivative<br>financial instruments | 294 |
| Inventories | 3,760 |
| Group<br>of assets held for sale | 43,909 |
| Cash<br>and cash equivalents | 115,963 |
| TOTAL ASSETS | 479,745 |
| Borrowings | 339,376 |
| Lease<br>liabilities | 18,908 |
| Deferred<br>income tax liabilities | 12,975 |
| Trade<br>and other payables | 25,363 |
| Income<br>tax liabilities | 475 |
| Provisions | 5,661 |
| Employee<br>benefits | 498 |
| Derivative<br>financial instruments | 498 |
| Salaries<br>and social security liabilities | 3,532 |
| Group<br>of liabilities held for sale | 22,985 |
| TOTAL LIABILITIES | 430,271 |
| TOTAL NET ASSETS | 49,474 |
| Non-controlling<br>interest | (49,886) |
| Result for loss of control | (412) |
| Recycling<br>of currency translation adjustment and other reserves | (2,797) |
| Total result for loss of control (*) | (3,209) |
(*) Included within discontinued operations
10
IRSA Inversiones y Representaciones Sociedad Anónima
F. Distribution of dividends in kind
On October 26, 2020, the Ordinary and Extraordinary Shareholders’ Meeting of IRSA, approved, a dividend distribution in kind for the equivalent amount of ARS 484 (representative of ARS 0.84 per share) payable in shares of IRSA CP. IRSA CP’s quoted price per share as of October 23, 2020, was considered and, it amounted to 320 pesos per share. As a result 1,512,500 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 ARS 673 restated for inflation as of the date of these financial statements. As of the end of the period the groups interest in IRSA CP amounts to 79.92%.
G. Manibil Sale
On December 22, 2020, the Company sold 217,332,873 ordinary Class B shares, nominative not endorsable, with a nominal value of ARS 1 and entitled to one vote per share owned by the Company, representing 49% of the stock capital of MANIBIL S.A., a company dedicated to real estate developments. The price for the sale of the shares amounts to ARS 576.9. The operation was completed in February 2021, for which the Company is no longer a shareholder of MANIBIL S.A.
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, 2020 and up to the date of issuance of these Financial Statements, there have been no significant changes in business or economic circumstances affecting the fair value of the Group's assets or liabilities (either measured at fair value or amortized cost) except for what is mentioned in Note 30 in relation to COVID-19. 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 used to report its financial performance separately in two Operations Centers. However, as described in Note 1, during September 2020 the Group lost control of IDBD and has reclassified its results to discontinued operations. Because of losing control of IDBD, from October 1, 2020, the Group reports its financial performance through a single Operation Center. Segment information for the period ended December 31, 2019 has been recast for the purposes of comparability with the present period.
Below is a summary of the Group’s operating segments and a reconciliation between the operating income according to segment information and the operating income of the Statements of Income and Other Comprehensive Income of the Group for the periods ended December 31, 2020 and 2019:
| Six Months ended December 31, 2020 | |||||
|---|---|---|---|---|---|
| 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 | 3,854 | (17) | 1,127 | (13) | 4,951 |
| Costs | (1,423) | 31 | (1,237) | - | (2,629) |
| Gross profit / (loss) | 2,431 | 14 | (110) | (13) | 2,322 |
| Net<br>gain from fair value adjustment of investment<br>properties | 9,774 | (508) | - | - | 9,266 |
| General<br>and administrative expenses | (1,538) | 3 | - | 20 | (1,515) |
| Selling<br>expenses | (794) | 7 | - | - | (787) |
| Other<br>operating results, net | (104) | 1 | 1 | (7) | (109) |
| Profit / (loss) from operations | 9,769 | (483) | (109) | - | 9,177 |
| Share<br>of profit of associates and joint ventures | (807) | 354 | - | - | (453) |
| Segment profit / (loss) | 8,962 | (129) | (109) | - | 8,724 |
| Reportable<br>assets | 184,867 | (958) | - | 16,220 | 200,129 |
| Reportable<br>liabilities | - | - | - | (107,848) | (107,848) |
| Net reportable assets | 184,867 | (958) | - | (91,628) | 92,281 |
11
| Six Months ended December 31, 2019 | |||||
|---|---|---|---|---|---|
| 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 | 8,891 | (54) | 2,095 | (16) | 10,916 |
| Costs | (1,852) | 31 | (2,189) | 4 | (4,006) |
| Gross profit / (loss) | 7,039 | (23) | (94) | (12) | 6,910 |
| Net<br>gain from fair value adjustment of investment<br>properties | 5,637 | (344) | - | - | 5,293 |
| General<br>and administrative expenses | (1,617) | 7 | - | 20 | (1,590) |
| Selling<br>expenses | (730) | 5 | (33) | - | (758) |
| Other<br>operating results, net | (39) | 19 | 27 | (8) | (1) |
| Profit / (loss) from operations | 10,290 | (336) | (100) | - | 9,854 |
| Share<br>of profit of associates and joint ventures | (1,755) | 242 | - | - | (1,513) |
| Segment profit / (loss) | 8,535 | (94) | (100) | - | 8,341 |
| Reportable<br>assets | 139,307 | (812) | - | 34,758 | 173,253 |
| Reportable<br>liabilities | - | - | - | (122,649) | (122,649) |
| Net reportable assets | 139,307 | (812) | - | (87,891) | 50,604 |
(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 ARS 8,482 and ARS 6,051 as of December 31, 2020 and 2019 respectively.
Below is a summarized analysis of the segments from the Group’s Operations Center in Argentina for the periods ended December 31, 2020 and 2019:
| Six Months ended December 31, 2020 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Operations Center in Argentina | ||||||||
| Shopping Malls | Offices | Sales and developments | Hotels | International | Corporate | Others | Total | |
| Revenues | 1,943 | 1,118 | 358 | 119 | 297 | - | 19 | 3,854 |
| Costs | (292) | (91) | (371) | (335) | (251) | - | (83) | (1,423) |
| Gross profit / (loss) | 1,651 | 1,027 | (13) | (216) | 46 | - | (64) | 2,431 |
| Net<br>(loss) / gain from fair value adjustment of investment<br>properties | (4,762) | 7,796 | 6,167 | - | 3 | - | 570 | 9,774 |
| General<br>and administrative expenses | (674) | (178) | (146) | (157) | (31) | (325) | (27) | (1,538) |
| Selling<br>expenses | (116) | (79) | (529) | (47) | (20) | - | (3) | (794) |
| Other<br>operating results, net | (65) | (8) | (37) | 10 | (1) | - | (3) | (104) |
| (Loss) / profit from operations | (3,966) | 8,558 | 5,442 | (410) | (3) | (325) | 473 | 9,769 |
| Share<br>of profit of associates and joint ventures | - | - | (15) | - | (542) | - | (250) | (807) |
| Segment (loss) / profit | (3,966) | 8,558 | 5,427 | (410) | (545) | (325) | 223 | 8,962 |
| Investment<br>properties and trading<br>properties | 54,295 | 69,176 | 44,353 | - | 111 | - | 2,026 | 169,961 |
| Investment<br>in associates and joint ventures | - | - | 623 | - | 1,858 | - | 7,839 | 10,320 |
| Other<br>operating assets | 298 | 1,046 | 995 | 2,133 | - | 7 | 107 | 4,586 |
| Operating assets | 54,593 | 70,222 | 45,971 | 2,133 | 1,969 | 7 | 9,972 | 184,867 |
(i) For the six-month period ended December 31, 2020, the net gain from fair value adjustment of investment properties was ARS 9,266. The net impact of the values in pesos of our properties was mainly a consequence of the change in macroeconomic conditions:
(a) loss of ARS 235.0 as a consequence of the variation in the projected income growth rate increase in the projected inflation rate and the conversion to dollars of the projected cash flow in pesos according to the exchange rate estimates used in the cash flow from shopping malls;
(b) positive impact of ARS 8,350.9 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;
(c) an increase of 103 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 ARS 4,743.8.
(d) Additionally, due to the impact of the inflation adjustment, ARS 9,323.0 were reclassified for shopping malls from “Net gain from fair value adjustment” to “Inflation Adjustment” in the Statement of Income and Other Comprehensive Income.
The value of our office buildings and other rental properties measured in real terms increased by 15.0% during the six-month period ended as of December 31, 2020, due to the implicit exchange rate.
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IRSA Inversiones y Representaciones Sociedad Anónima
| Six Months ended December 31, 2019 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Operations Center in Argentina | ||||||||
| Shopping Malls | Offices | Sales and developments | Hotels | International | Corporate | Others | Total | |
| Revenues | 4,961 | 1,491 | 626 | 1,726 | 7 | - | 80 | 8,891 |
| Costs | (394) | (81) | (350) | (961) | (7) | - | (59) | (1,852) |
| Gross profit | 4,567 | 1,410 | 276 | 765 | - | - | 21 | 7,039 |
| Net<br>(loss) / gain from fair value adjustment of investment<br>properties | (2,554) | 4,528 | 3,463 | - | - | - | 200 | 5,637 |
| General<br>and administrative expenses | (594) | (158) | (155) | (241) | (74) | (317) | (78) | (1,617) |
| Selling<br>expenses | (346) | (59) | (133) | (184) | - | - | (8) | (730) |
| Other<br>operating results, net | (89) | (42) | (4) | (12) | (1) | - | 109 | (39) |
| Profit / (loss) from operations | 984 | 5,679 | 3,447 | 328 | (75) | (317) | 244 | 10,290 |
| Share<br>of profit of associates and joint ventures | - | - | - | - | (519) | - | (1,236) | (1,755) |
| Segment profit / (loss) | 984 | 5,679 | 3,447 | 328 | (594) | (317) | (992) | 8,535 |
| Investment<br>properties and trading<br>properties | 58,359 | 42,405 | 35,217 | - | 121 | - | 1,473 | 137,575 |
| Investment<br>in associates and joint ventures | - | - | 620 | - | (10,251) | - | 7,236 | (2,395) |
| Other<br>operating assetsInvestment | 344 | 195 | 979 | 2,250 | 244 | 7 | 108 | 4,127 |
| Operating assets | 58,703 | 42,600 | 36,816 | 2,250 | (9,886) | 7 | 8,817 | 139,307 |
Below is a summarized analysis of the segments from the Group’s Operations Center in Israel where only assets and liabilities are presented as of December 31,2019:
| Six Months ended December 31, 2019 | |||||||
|---|---|---|---|---|---|---|---|
| Operations Center in Israel | |||||||
| Real Estate | Supermarkets | Telecommunications | Insurance | Corporate | Others | Total | |
| Operating<br>assets | 182,170 | 30,553 | 156,780 | 9,989 | 39,527 | 90,512 | 509,531 |
| Operating<br>liabilities | (167,716) | - | (122,483) | - | (131,502) | (27,623) | (449,324) |
| Operating assets (liabilities), net | 14,454 | 30,553 | 34,297 | 9,989 | (91,975) | 62,889 | 60,207 |
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, 2020 and for the year ended June 30, 2020 were as follows:
| December 31, 2020 | June 30, 2020 | |
|---|---|---|
| Beginning of the period / year | 89,142 | 42,882 |
| Adjustment<br>previous periods (IFRS 9 and IAS 28) | - | (2,372) |
| Increase<br>of equity interest in associates and joint ventures | - | 4,005 |
| Capital<br>contributions | 27 | 3,238 |
| Capital<br>reduction | - | (127) |
| Decrease<br>of interest in associate (iv) | (34,843) | - |
| Deconsolidation<br>(iii) | (38,654) | 34,967 |
| Share<br>of profit | 121 | 10,387 |
| Currency<br>translation adjustment | (2,629) | 64 |
| Dividends<br>(i) | - | (2,181) |
| Other<br>comprehensive income | (44) | (1,489) |
| Reclassification<br>to held-for-sale | - | (2,481) |
| Others | 452 | (3) |
| Incorporation<br>by business combination | - | 2,252 |
| End of the period / year (ii) | 13,572 | 89,142 |
(i)
Note 25.
(ii)
As of December 31, 2020 and June 30, 2020 includes ARS (8) and ARS (19), reflecting interests in companies with negative equity, which were disclosed in “Provisions” (Note 18).
(iii)
The amount as of December 31, 2020 corresponds to the effect of the deconsolidation of IDBD and DIC (See note 4.E).
Regarding the amount as of June 30, 2020, it corresponds to the effect of the deconsolidation of Gav-Yam (See Note 4 to the consolidated Financial Statements as of June 30, 2020)
(iv)
Corresponds to the sale of the remaining equity interest in Shufersal in July 2020.
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IRSA Inversiones y Representaciones Sociedad Anónima
| % ownership interest | Value of Group's interest in equity | Group's interest in comprehensive income / (loss) | ||||
|---|---|---|---|---|---|---|
| Name of the entity | December 31, 2020 | June 30, 2020 | December 31, 2020 | June 30, 2020 | December 31, 2020 | December 31, 2019 |
| Associates | ||||||
| New<br>Lipstick | 49.96% | 49.96% | 189 | 560 | (378) | (501) |
| BHSA | 29.91% | 29.91% | 5,042 | 4,881 | 161 | (1,352) |
| Condor | 18.89% | 18.89% | 1,601 | 1,775 | (166) | (18) |
| PBEL | N/A | 45.40% | - | - | - | - |
| Shufersal | N/A | 26.02% | - | 33,691 | 19 | - |
| Mehadrin | N/A | 45.41% | - | - | - | - |
| Gav-Yam | N/A | N/A | - | 32,691 | 31 | - |
| Quality | 50.00% | 50.00% | 2,919 | 2,518 | 383 | 252 |
| La<br>Rural SA | 50.00% | 50.00% | 277 | 243 | 32 | 128 |
| TGLT | 30.20% | N/A | 2,047 | 2,468 | (421) | - |
| Other<br>joint ventures | N/A | N/A | 1,497 | 10,315 | (2,169) | 529 |
| Total associates and joint ventures | 13,572 | 89,142 | (2,508) | (962) |
Below is additional information about the Group’s investments in associates and joint ventures:
| Latest financial statements issued | ||||||
|---|---|---|---|---|---|---|
| Name of the entity | Place of business / Country of incorporation | Main activity | Common shares 1 vote | Share capital (nominal value) | Profit / (loss) for the period | Shareholders’ equity |
| Associates | ||||||
| New<br>Lipstick | U.S. | Real<br>estate | N/A | - | (*) (9) | (*) (31) |
| BHSA | Argentina | Financial | 448,689,072 | (***) 1.500 | (***) 539 | (***) 16.342 |
| Condor | EE.UU. | Hotel | 2,245,100 | (*) 232 | (*) (11) | (*) 72 |
| PBEL | India | Real<br>estate | N/A | N/A | (**) (2) | N/A |
| Shufersal | Israel | Retail | N/A | N/A | (**) 89 | N/A |
| Mehadrin | Israel | Agropecuaria | N/A | N/A | N/A | N/A |
| Gav-Yam | Israel | Inmobiliaria | N/A | N/A | (**) 76 | N/A |
| Quality | Argentina | Real<br>estate | 203,158,129 | 406 | 766 | 5,764 |
| La<br>Rural SA | Argentina | Organization<br>of events | 714,498 | 1 | 75 | 466 |
| TGLT<br>(1) | Argentina | Real<br>estate | 279,502,813 | 925 | (1,479) | 5,803 |
| Other<br>joint ventures | N/A | 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.
(***)
Preliminary information as of December 31, 2020 according to BCRA's standards.
(1)
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, 2020 and for the year ended June 30, 2020 were as follows:
| Six Months ended December 31, 2020 | Year ended June 30, 2020 | ||||
|---|---|---|---|---|---|
| Rental properties | Undeveloped parcels of land | Properties under development | Total | Total | |
| Fair value at the beginning of the period / year | 230,930 | 37,813 | 3,970 | 272,713 | 399,727 |
| Adjustments<br>previous periods | - | - | - | - | 511 |
| Additions | 488 | 53 | - | 541 | 6,446 |
| Incorporation<br>by business combination | - | - | - | - | 292 |
| Capitalized<br>finance costs | - | - | - | - | 97 |
| Capitalized<br>leasing costs | 10 | 1 | - | 11 | 24 |
| Amortization<br>of capitalized leasing costs (i) | (6) | - | - | (6) | (18) |
| Transfers | (414) | - | - | (414) | - |
| Reclassification<br>to assets held for sale | - | - | - | - | (29,040) |
| Deconsolidation | (91,416) | (951) | (1,427) | (93,794) | (188,810) |
| Disposals | (14,154) | - | - | (14,154) | (18,159) |
| Currency<br>translation adjustment | (9,607) | (99) | (159) | (9,865) | 64,089 |
| Net<br>(loss)/ gain from fair value adjustment | 1,683 | 6,006 | 1,555 | 9,244 | 37,554 |
| Fair value at the end of the period / year | 117,514 | 42,823 | 3,939 | 164,276 | 272,713 |
(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:
| 12.31.2020 | 12.31.2019 | |
|---|---|---|
| Rental<br>and services income | 4,187 | 8,568 |
| Direct<br>operating expenses | (1,633) | (2,696) |
| Development<br>reimbursements / (expenses) | (88) | (63) |
| Net<br>realized gain from fair value adjustment of investment properties<br>(i) (ii) | 7,915 | 672 |
| Net<br>unrealized gain from fair value adjustment of investment<br>properties | 1,351 | 4,621 |
(i) As of December 31, 2020 includes ARS 3,950 for the sale of Torre Boston and ARS 3,965 for the sale of Bouchard 710. As of December 31, 2019 includes ARS 436 corresponding to the barter transaction of the Caballito Ferro land and ARS 236 for the deconsolidation of the La Maltería S.A land.
(ii) As of December 31, 2020, (ARS 1,209) corresponds to the realized result from fair value adjustment for the period ((ARS 835) for the sale of Torre Boston and (ARS 374) for the sale of Bouchard 710) and ARS 9,124 for realized result from fair value adjustment made in previous years (ARS 4,786 for the sale of Torre Boston and ARS 4,338 for the sale of Bouchard 710). As of December 31, 2019 ARS 60 corresponds to net realized fair value adjustment on investment properties for the period (which includes the barter transaction of the Caballito Ferro land) and ARS 612 corresponds to the realized fair value adjustment made in previous years (ARS 376 corresponding to the barter transaction of the Caballito Ferro land and ARS 236 for the deconsolidation of the La Maltería S.A. land).
Valuation techniques are described in Note 9 to the Annual Financial Statements. There were no changes to such techniques. The Group has reassessed the assumptions December 31, 2020, considering the market conditions existing at that date due to the pandemic described in Note 30, incorporating the effect of the variation in the exchange rate in other assets denominated in US Dollars.
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IRSA Inversiones y Representaciones Sociedad Anónima
9. Property, plant and equipment
Changes in the Group’s property, plant and equipment for the six-month period ended December 31, 2020 and for the year ended June 30, 2019 were as follows:
| Six Months ended December 31, 2020 | Year ended June 30, 2020 | ||||||
|---|---|---|---|---|---|---|---|
| Agricultural establishments | Buildings and facilities | Machinery and equipment | Communication networks | Others | Total | Total | |
| Costs | 11,384 | 14,475 | 5,373 | 120,965 | 15,453 | 167,650 | 139,721 |
| Accumulated<br>depreciation | (6,167) | (8,300) | (4,529) | (95,660) | (7,775) | (122,431) | (101,484) |
| Net book amount at the beginning of the period / year | 5,217 | 6,175 | 844 | 25,305 | 7,678 | 45,219 | 38,237 |
| Additions | 44 | 92 | 10 | 464 | 594 | 1,204 | 6,798 |
| Disposals | - | (22) | (1) | (44) | - | (67) | (3,961) |
| Incorporation<br>by business combination | - | - | - | - | - | - | 7,320 |
| Deconsolidation | (4,869) | (3,419) | (634) | (22,599) | (6,771) | (38,292) | (1,272) |
| Reclassification<br>to assets assets held for sale | - | (22) | - | - | - | (22) | (328) |
| Currency<br>translation adjustment | (370) | (274) | (49) | (1,823) | (543) | (3,059) | 6,981 |
| Transfers | - | 768 | - | - | - | 768 | (312) |
| Depreciation<br>charges (i) | (22) | (238) | (32) | (1,303) | (826) | (2,421) | (8,244) |
| Balances at the end of the period / year | - | 3,060 | 138 | - | 132 | 3,330 | 45,219 |
| Costs | - | 6,153 | 1,939 | - | 447 | 8,539 | 167,650 |
| Accumulated<br>depreciation | - | (3,093) | (1,801) | - | (315) | (5,209) | (122,431) |
| Net book amount at the end of the period / year | - | 3,060 | 138 | - | 132 | 3,330 | 45,219 |
(i) As of December 31, 2020, depreciation charges of property, plant and equipment were recognized as follows: ARS 140 in "Costs" and ARS 7 in "General and administrative expenses", respectively in the Statement of Income (Note 21). On the other hand, ARS 2,274 has been charged to the result of discontinued operations.
10. Trading properties
Changes in the Group’s trading properties for the six-month period ended December 31, 2020 and for the year ended June 30, 2020 were as follows:
| Six Months ended December 31, 2020 | Year ended June 30, 2020 | ||||
|---|---|---|---|---|---|
| Completed properties | Properties under development | Undeveloped sites | Total | Total | |
| Beginning of the period / year | 2,427 | 992 | 5,177 | 8,596 | 10,018 |
| Additions | - | (87) | 309 | 222 | 2,768 |
| Deconsolidation | (1,698) | (113) | (4,325) | (6,136) | (186) |
| Capitalized<br>financial costs | - | 256 | - | 256 | 14 |
| Currency<br>translation adjustment | (157) | (17) | (298) | (472) | 1,051 |
| Transfers | 155 | (155) | - | - | 257 |
| Disposals | (630) | (137) | (171) | (938) | (5,326) |
| End of the period / year | 97 | 739 | 692 | 1,528 | 8,596 |
| Non-current | 1,476 | 5,820 | |||
| Current | 52 | 2,776 | |||
| Total | 1,528 | 8,596 |
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IRSA Inversiones y Representaciones Sociedad Anónima
11. Intangible assets
Changes in the Group’s intangible assets for the six-month period ended December 31, 2020 and for the year ended June 30, 2020 were as follows:
| Six Months ended December 31, 2020 | Year ended June 30, 2020 | |||||||
|---|---|---|---|---|---|---|---|---|
| Goodwill | Trademarks | Licenses | Customer relations | Information systems and software | Contracts and others | Total | Total | |
| Costs | 6,763 | 10,092 | 13,530 | 28,441 | 9,485 | 16,015 | 84,326 | 70,030 |
| Accumulated<br>amortization | - | (950) | (10,629) | (25,475) | (4,424) | (9,549) | (51,027) | (39,345) |
| Net book amount at the beginning of the period / year | 6,763 | 9,142 | 2,901 | 2,966 | 5,061 | 6,466 | 33,299 | 30,685 |
| Additions | - | - | - | 22 | 320 | 706 | 1,048 | 5,403 |
| Disposals | - | - | - | - | (88) | - | (88) | (263) |
| Deconsolidation | (6,521) | (8,469) | (2,627) | (2,506) | (3,914) | (5,124) | (29,161) | (3,932) |
| Assets<br>incorporated by business combination | - | - | - | - | - | - | - | 69 |
| Currency<br>translation adjustment | (104) | (651) | (208) | (217) | (365) | (432) | (1,977) | 6,923 |
| Amortization<br>charges (i) | - | (22) | (66) | (265) | (832) | (621) | (1,806) | (5,586) |
| Balances at the end of the period / year | 138 | - | - | - | 182 | 995 | 1,315 | 33,299 |
| Costs | 138 | - | - | - | 598 | 1,305 | 2,041 | 84,326 |
| Accumulated<br>amortization | - | - | - | - | (416) | (310) | (726) | (51,027) |
| Net book amount at the end of the period / year | 138 | - | - | - | 182 | 995 | 1,315 | 33,299 |
(ii) As of December 31, 2020, amortization charges were recognized in the amount of ARS 4 in "Costs" and ARS 36 in "General and administrative expenses", in the Statement of Income (Note 21). On the other hand, ARS 1,806 has been charged to the result of discontinued operations.
12. Right-of-use assets
The Group’s right-of-use assets as of December 31, 2020 and June 30, 2020 are the following:
| December 31, 2020 | June 30, 2020 | |
|---|---|---|
| Real<br>Estate | 9 | 4,933 |
| Telecommunications | - | 13,188 |
| Machinery<br>and equipment | 13 | 16 |
| Others | 658 | 5,664 |
| Total Right-of-use assets | 680 | 23,801 |
| Non-current | 680 | 23,801 |
| Total | 680 | 23,801 |
The depreciation charge of the right-of use-assets is detailed below:
| December 31, 2020 | December 31, 2019 | |
|---|---|---|
| Real<br>Estate | 1,180 | 643 |
| Telecommunications | 270 | 1,974 |
| Others | 42 | 165 |
| Total depreciation of right-of-use assets (i) | 1,492 | 2,782 |
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IRSA Inversiones y Representaciones Sociedad Anónima
(i)
Includes ARS 1,457 and ARS 2,770 charged to the result of discontinued operations as of December 31, 2020 and 2019 respectively.
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 refer to Note 13 to the Annual Financial Statements. Financial assets and financial liabilities as of December 31, 2020 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, 2020 | |||||||
| Assets as per Statement of Financial Position | |||||||
| Trade<br>and other receivables (excluding the allowance for doubtful<br>accounts and other receivables) | 6,553 | - | - | - | 6,553 | 3,958 | 10,511 |
| Investments<br>in financial assets: | |||||||
| -<br>Public companies’ securities | - | 357 | - | 237 | 594 | - | 594 |
| -<br>Bonds | - | 2,365 | - | - | 2,365 | - | 2,365 |
| -<br>Investments in financial assets with quotation | 10 | 499 | - | 36 | 545 | - | 545 |
| Derivative<br>financial instruments: | |||||||
| -<br>Foreign-currency future contracts | - | - | 6 | - | 6 | - | 6 |
| Cash<br>and cash equivalents: | |||||||
| -<br>Cash at bank and on hand | 1,077 | - | - | - | 1,077 | - | 1,077 |
| -<br>Short-term investments | - | 528 | - | - | 528 | - | 528 |
| Total assets | 7,640 | 3,749 | 6 | 273 | 11,668 | 3,958 | 15,626 |
| 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, 2020 | |||||||
| Liabilities as per Statement of Financial Position | |||||||
| Trade<br>and other payables | 5,255 | - | - | - | 5,255 | 3,391 | 8,646 |
| Borrowings<br>(excluding finance leases) | 55,471 | 2 | - | - | 55,473 | - | 55,473 |
| Derivative<br>financial instruments: | |||||||
| -<br>Foreign-currency future contracts | - | 1 | 19 | - | 20 | - | 20 |
| -<br>Swaps | - | - | 80 | - | 80 | - | 80 |
| Total liabilities | 60,726 | 3 | 99 | - | 60,828 | 3,391 | 64,219 |
Financial assets and financial liabilities as of June 30, 2020 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, 2020 | |||||||
| Assets as per Statements of Financial Position | |||||||
| Trade<br>and other receivables (excluding the allowance for doubtful<br>accounts and other receivables) | 59,153 | - | - | - | 59,153 | 17,558 | 76,711 |
| Investments<br>in financial assets: | - | - | - | - | - | - | - |
| -<br>Public companies’ securities | - | 688 | 276 | - | 964 | - | 964 |
| -<br>Private companies’ securities | - | - | - | 3,486 | 3,486 | - | 3,486 |
| -<br>Deposits | 1,144 | 73 | - | - | 1,217 | - | 1,217 |
| -<br>Bonds | - | 11,066 | 1,731 | - | 12,797 | - | 12,797 |
| -<br>Investments in financial assets with quotation | - | 7,788 | 971 | 278 | 9,037 | - | 9,037 |
| Derivative<br>financial instruments | - | - | - | - | - | - | - |
| -<br>Foreign-currency future contracts | - | - | 155 | - | 155 | - | 155 |
| -<br>Others | 74 | - | 24 | 170 | 268 | - | 268 |
| Restricted<br>assets (i) | 9,683 | - | - | - | 9,683 | - | 9,683 |
| Financial<br>assets available for sale: | - | - | - | - | - | - | - |
| -<br>Clal | - | 4,047 | - | - | 4,047 | - | 4,047 |
| Cash<br>and cash equivalents: | - | - | - | - | - | - | - |
| -<br>Cash at bank and on hand | 29,570 | - | - | - | 29,570 | - | 29,570 |
| -<br>Short term investments | 75,057 | 3,667 | - | - | 78,724 | - | 78,724 |
| Total assets | 174,681 | 27,329 | 3,157 | 3,934 | 209,101 | 17,558 | 226,659 |
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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 | |||||
| June 30, 2020 | |||||||
| Liabilities as per Statement of Financial Position | |||||||
| Trade<br>and other payables | 29,946 | - | - | - | 29,946 | 8,216 | 38,162 |
| Borrowings<br>(excluding finance leases) | 450,823 | - | - | - | 450,823 | - | 450,823 |
| Derivative<br>financial instruments: | |||||||
| -<br>Foreign-currency future contracts | - | - | 165 | - | 165 | - | 165 |
| -<br>Swaps | - | - | 1,145 | 24 | 1,169 | - | 1,169 |
| -<br>Others | - | - | 74 | - | 74 | - | 74 |
| Total liabilities | 480,769 | - | 1,384 | 24 | 482,177 | 8,216 | 490,393 |
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).
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, 2020.
As of December 31, 2020, there have been no changes to the economic or business circumstances affecting the fair value of the financial assets and liabilities of the Group.
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 |
|---|---|---|---|---|
| Promissory<br>note | Theoretical<br>price | Acquisition<br>agreement. | Level<br>2 | - |
| Investments<br>in financial assets - Other private companies’<br>securities | Cash<br>flow / NAV - Theoretical price | Projected revenue<br>discounted at the discount rate /<br><br><br>The value is<br>calculated in accordance with shares in the equity funds on the<br>basis of their Financial Statements, based on fair value or<br>investments assessments. | Level<br>3 | 1 - 3.5 |
| Derivative<br>financial instruments – Forwards | Theoretical<br>price | Underlying<br>asset price and volatility | Level 2 and<br>3 | - |
The following table presents the changes in Level 3 instruments as of December 31, 2020 and June 30, 2020:
| Derivative financial instruments - Forwards | Investments in financial assets - Private companies'<br>securities | Investments in financial assets - Others | Investments in financial assets - Public companies | Derivative financial instruments | Total as of December 31, 2020 | Total as of June 30, 2020 | |
|---|---|---|---|---|---|---|---|
| Balances at beginning of the period / year | (24) | 3,486 | 278 | - | 170 | 3,910 | 4,965 |
| Additions<br>and acquisitions | - | - | - | - | - | - | 42 |
| Transfer<br>to level 1 | - | - | - | 275 | - | 275 | 421 |
| Currency<br>translation adjustment | - | - | - | - | - | - | 982 |
| Deconsolidation | 24 | (3,486) | (243) | - | (170) | (3,875) | - |
| Write<br>off | - | - | - | - | - | - | (1,902) |
| Gain<br>/ (loss) for the period / year (i) | - | - | 1 | (38) | - | (37) | (598) |
| Balances at the end of the period / year | - | - | 36 | 237 | - | 273 | 3,910 |
(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, 2020 and June 30, 2020 are as follows:
| December 31, 2020 | June 30, 2020 | |
|---|---|---|
| Sale,<br>leases and services receivables | 4,044 | 46,086 |
| Less:<br>Allowance for doubtful accounts | (660) | (4,476) |
| Total trade receivables | 3,384 | 41,610 |
| Prepaid<br>expenses | 544 | 16,175 |
| Borrowings,<br>deposits and others | 3,240 | 12,020 |
| Advances<br>to suppliers | 941 | 1,209 |
| Tax<br>receivables | 877 | 964 |
| Others | 865 | 257 |
| Total other receivables | 6,467 | 30,625 |
| Total trade and other receivables | 9,851 | 72,235 |
| Non-current | 2,242 | 27,719 |
| Current | 7,609 | 44,516 |
| Total | 9,851 | 72,235 |
Movements on the Group’s allowance for doubtful accounts were as follows:
| December 31, 2020 | June 30, 2020 | |
|---|---|---|
| Beginning of the period / year | 4,476 | 3,180 |
| Additions | 339 | 1,232 |
| Recovery | (52) | (131) |
| Currency<br>translation adjustment | (246) | 1,273 |
| Deconsolidation | (3,705) | (24) |
| Receivables<br>written off during the period/year as uncollectable | (22) | (859) |
| Transfer<br>to assets held for sale | - | (24) |
| Incorporation<br>by business combination | - | 22 |
| Inflation<br>adjustment | (130) | (193) |
| End of the period / year | 660 | 4,476 |
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 and cash equivalent information
Following is a detailed description of cash flows generated by the Group’s operations for the six-month period ended December 31, 2020 and 2019:
| Note | Six Months ended December 31, 2020 | Six Months ended December31, 2019 | |
|---|---|---|---|
| (Loss)<br>/ profit for the period | (1,164) | 6,611 | |
| (Loss)<br>/ profit for the period from discontinued operations | 7,120 | (10,192) | |
| Adjustments<br>for: | |||
| Income<br>tax | 19 | 4,004 | 2,720 |
| Amortization<br>and depreciation | 21 | 229 | 318 |
| Net<br>gain from fair value adjustment of investment<br>properties | (9,266) | (5,293) | |
| Financial<br>results, net | (2,120) | 10,753 | |
| Provisions<br>and allowances | 72 | 199 | |
| Share<br>of (profit) /loss of associates and joint ventures | 7 | 453 | 1,513 |
| Changes in operating assets and liabilities: | |||
| Decrease<br>in inventories | 10 | 1 | |
| Decrease<br>/ (increase) in trading properties | 749 | (457) | |
| (Increase)<br>/ decrease in trade and other receivables | (686) | 1,190 | |
| Increase<br>/ (decrease) in trade and other payables | 2,600 | (1,530) | |
| Increase<br>/ (decrease) in salaries and social security<br>liabilities | 7 | (133) | |
| Decrease<br>in provisions | (44) | (188) | |
| Net cash generated by continuing operating activities before income<br>tax paid | 1,964 | 5,512 | |
| Net<br>cash generated by discontinued operating activities before income<br>tax paid | 2,672 | 17,803 | |
| Net cash generated by operating activities before income tax<br>paid | 4,636 | 23,315 |
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IRSA Inversiones y Representaciones Sociedad Anónima
The following table presents the balances disposed because of the loss of control of IDBD:
| 09.30.2020 | |
|---|---|
| Investment<br>properties | 93,794 |
| Property,<br>plant and equipment | 38,292 |
| Trading<br>properties | 6,136 |
| Intangible<br>assets | 29,161 |
| Right-of-use<br>assets | 20,629 |
| Investments<br>in associates and joint ventures | 38,654 |
| Deferred<br>income tax assets | 453 |
| Income<br>tax credit | 340 |
| Restricted<br>assets | 6,703 |
| Trade<br>and other receivables | 56,408 |
| Investments<br>in financial assets | 25,249 |
| Derivative<br>financial instruments | 294 |
| Inventories | 3,760 |
| Group<br>of assets held for sale | 43,909 |
| Borrowings | (339,376) |
| Lease<br>liabilities | (18,908) |
| Deferred<br>income tax liabilities | (12,975) |
| Trade<br>and other payables | (25,363) |
| Income<br>tax liabilities | (475) |
| Provisions | (5,661) |
| Employee<br>benefits | (498) |
| Derivative<br>financial instruments | (498) |
| Salaries<br>and social security liabilities | (3,532) |
| Group<br>of liabilities held for sale | (22,985) |
| Net value of incorporated assets that do not affect<br>cash | (66,489) |
| Cash<br>and cash equivalents | (115,963) |
| Non-controlling<br>interest | (49,886) |
| Net value of disposal assets | (232,338) |
The following table presents a detail of significant non-cash transactions occurred in the six-month period ended December 31, 2020 and 2019:
| Six Months ended December 31, 2020 | Six Months ended December31, 2019 | |
|---|---|---|
| Decrease<br>of associates and joint ventures through an increase of trade and<br>other receivables | - | 26 |
| Increase<br>in rights of use through increased lease liabilities | 24 | - |
| Increase<br>of investment properties through a decrease of financial<br>assets | - | 334 |
| Increase<br>of trade and other receivables through a decrease of associates and<br>joint ventures | - | 26 |
| Increase<br>of property, plant and equipment through an increase of trade and<br>other payables | - | 609 |
| Increase<br>of intangible assets through an increase of trade and other<br>payables | - | 696 |
| Decrease<br>of property, plant and equipment through an increase of receivables<br>and tax debts | 33 | - |
| Increase<br>of trading properties through an increase of trade and other<br>payables | 256 | 87 |
| Distribution<br>of dividends to non-controlling interest pending<br>payment | - | 1,378 |
| Increase<br>of investments in associates and joint ventures through a decrease<br>of investments in financial assets | - | 984 |
| Decrease<br>in borrowings through a decrease in financial assets | - | 2,942 |
| Distribution<br>of dividends in shares | 580 | 707 |
| Increase<br>in investment properties through an increase in<br>borrowings | - | 662 |
| Increase<br>of right-of-use assets through a decrease in property, plant and<br>equipment | - | 26 |
| Increase<br>in investments in associates and joint ventures from an increase in<br>trade and other payables | - | 1,623 |
| Decrease<br>of investments in associates and joint ventures through a<br>reclassification to assets held for sale | - | 4,415 |
| Increase<br>of investments in associates and joint ventures through an increase<br>of trade and other payables | - | 83 |
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IRSA Inversiones y Representaciones Sociedad Anónima
16. Trade and other payables
Group’s trade and other payables as of December 31, 2020 and June 30, 2020 were as follows:
| December 31, 2020 | June 30, 2020 | |
|---|---|---|
| Trade<br>payables | 1,126 | 22,433 |
| Advances<br>from sales, leases and services | 3,102 | 3,172 |
| Construction<br>obligations | - | 488 |
| Accrued<br>invoices | 616 | 526 |
| Deferred<br>income | - | 170 |
| Total trade payables | 4,844 | 26,789 |
| Dividends<br>payable to non-controlling interest | - | 268 |
| Taxes<br>payable | 369 | 191 |
| Other<br>payables | 3,433 | 10,914 |
| Total other payables | 3,802 | 11,373 |
| Total trade and other payables | 8,646 | 38,162 |
| Non-current | 1,440 | 2,600 |
| Current | 7,206 | 35,562 |
| Total | 8,646 | 38,162 |
17. Borrowings
The breakdown of the Group’s borrowings as of December 31, 2020 and June 30, 2020 was as follows:
| Total as of December 31, 2020 | Total as of June 30, 2020 | Fair value as of December 31, 2020 | Fair value as of June 30, 2020 | |
|---|---|---|---|---|
| NCN | 45,860 | 378,541 | 43,378 | 252,018 |
| Bank<br>loans | 3,970 | 67,441 | 3,979 | 45,329 |
| Bank<br>overdrafts | 4,132 | 2,910 | 4,132 | 2,428 |
| Other<br>borrowings | 1,511 | 1,931 | 1,511 | 1,611 |
| Total borrowings | 55,473 | 450,823 | 53,000 | 301,386 |
| Non-current | 40,942 | 356,932 | ||
| Current | 14,531 | 93,891 | ||
| Total | 55,473 | 450,823 |
Issuance of IRSA Non-convertible Notes
On July 21, 2020, subsequently to the closing of the fiscal year, the Company issued USD 38.4 Non-convertible Notes in the local market through the following instruments:
●
ARS 335.2 (equivalent to USD 4.7) Series VI NCNs denominated and payable in Argentine pesos at a variable rate (Private Badlar) + 4.0%, with interest accruing on a quarterly basis. The principal amount is repayable in two installments: the first one -equal to 30% of the par value of the notes- payable on the date that is 9 (nine) months after the Issue and Settlement Date and the second installment -equal to 70% of the par value of the notes- payable on the relevant due date, i.e. July 21, 2021. Notes were issued at 100% of their par value.
●
US$ 33.7 Series VII NCNs denominated in US$ and payable in Argentine pesos at the applicable exchange rate, at a fixed 4.0% rate, with interest accruing on a quarterly basis. Repayment of capital is due on January 21, 2021. Notes were issued at 100% of their par value. The proceeds were used to refinance short-term indebtedness. On January 21, 2021, the commitments of this note were cancelled.
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IRSA Inversiones y Representaciones Sociedad Anónima
Payment of non-convertible notes
On July 20, 2020, the Company paid the twentieth interest installment and the principal installment of the US$ 75 Series II Non-convertible Notes issued on July 20, 2010.
On August 6, 2020, the Company paid the second interest installment and the principal installment of the US$ 47 Series II Non-convertible Notes issued on August 6, 2019.
Payment of IRSA CP’s Series IV Non-convertible Notes
On September 14, 2020, the aggregate principal amount of the Series IV Non-convertible Notes in the amount of ARS 10,381 (US$ 140) and interest accrued as of such date in the amount of ARS 134 (US$ 1.8) were paid.
Exchange of debentures
On November 12, 2020, the company carried out an exchange operation of its Series I Notes, for a nominal value of USD 181.5.
Nominal Value of Existing Notes presented and accepted for the Exchange (for both Series): approximately USD 178.5 which represents 98.31% acceptance, through the participation of 6,571 orders.
●
Series VIII: Face Value of Existing Notes presented and accepted for the Exchange: approximately USD 104.3.
Nominal Value to be Issued: approximately USD 31.7.
Issuance Price: 100% nominal value.
Maturity Date: It will be November 12, 2023.
Consideration of the Exchange Offer: eligible holders whose existing notes have been accepted for the Exchange by the Company, will receive for every USD 1 submitted to the Exchange, the accrued interest of the existing notes until the settlement and issue date and the following:
■
A sum of money of approximately USD 72,6 for repayment of capital of such existing notes presented to the Exchange, in cash, in United States Dollars, which will be equivalent to USD 0.69622593 for each USD 1 of existing notes presented to the Exchange; and
■
The remaining amount until completing 1 USD for each 1 USD of existing notes presented to the Exchange, in notes Series VIII.
Annual Nominal Fixed Interest Rate: 10.00%.
Amortization: The capital of the Series VIII Notes will be amortized in 3 annual installments (33% of the capital on November 12, 2021, 33% of the capital on November 12, 2022, 34% of the capital on the maturity date of Series VIII).
Interest Payment Dates: Interest will be paid quarterly for the expired period as of the issue and settlement date.
Payment Address: Payment will be made to an account at Argentine Securities Commission in the Autonomous City of Buenos Aires
●
Series IX: Face Value of Existing Notes presented and accepted for the Exchange: approximately USD 74.2.
Nominal Value to be Issued (together with the Face Value to be issued as a result of the cash subscription): approximately USD 80.7 .
Issuance Price: 100% nominal value.
Maturity Date: It will be March 1, 2023.
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IRSA Inversiones y Representaciones Sociedad Anónima
Consideration of the Exchange Offer: the eligible holders whose existing notes have been accepted for the Exchange by the Company, will receive Series IX Notes for 100% of the capital amount presented for exchange and accepted by the Company and the accrued interest of the existing notes until the settlement and issue date.
Early Bird: will consist of the payment of USD 0.02 for each USD 1 of existing notes delivered and accepted in the Exchange on or before the deadline date to Access the Early Bird. Said consideration will be paid in Pesos on the issue and settlement date according to the exchange rate published by Communication “A” 3500 of the Central Bank of Argentina on the business day prior to the expiration date of the Exchange, which is ARS 79.3433 for each USD 1 of Existing Notes delivered and accepted in the Exchange.
Annual Nominal Fixed Interest Rate: 10.00%.
Amortization: The capital of the Series IX Notes will be amortized in one installment on the maturity date.
Interest Payment Dates: Interest will be paid quarterly for the expired period from the issuance and settlement date.
Payment Address: Payment will be made to an account at Argentine Securities Commission in New York, United States, for which purpose the Company will make US dollars available to an account reported by the Argentine Securities Commission in said jurisdiction.
●
Modifications to the Terms of the Existing Notes: Considering that consent has been obtained for an amount greater than 90% of the existing notes capital, the Company has modified and replaced the following essential and non-essential terms and conditions of the existing notes.
By virtue of the implementation of the Proposed Non-Essential Modifications, the entire section of "Certain Commitments" and "Events of Default" is eliminated from the terms and conditions set forth in the prospectus supplements dated May 2, 2019 and dated July 25, 2019 corresponding to the existing notes.
Additionally, pursuant to the implementation of the Proposed Essential Modifications, the following terms and conditions of the Existing Notes are modified and replaced:
■
Expiration Date: It will be March 1, 2023.
■
Interest Payment Dates: will be the same dates reported for Class IX in the Notice of Results.
It is clarified that the terms and conditions of the Series I Notes not modified by the Proposed Essential Modifications and the Proposed Non-Essential Modifications will maintain their full validity.
The implementation of the Proposed Essential Modifications and Proposed Non-Essential Modifications were approved by the Board of Directors, on November 11, 2020.
●
Repayment Series I: In relation to the Exchange Offer ended on November 10, 2020, on November 12, 2020, IRSA made a partial repayment of Series I Notes for a Nominal Value of USD 178,5, after the partial repayment the Nominal Value under circulation was USD 3,1.
Loan to related party
On October 23, 2020, Dolphin Netherlands has granted a loan to Yad Leviim Ltd. in a principal amount of USD 16,250,000 at a rate interest of 5% per year. Then, on December 17, Dolphin Netherlands assigned the receivable to Tyrus S.A., partially canceling the current loan agreement between both companies. Yad Leviim Ltd. is a company controlling by Eduardo Elsztain.
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IRSA Inversiones y Representaciones Sociedad Anónima
18. Provisions
The table below shows the movements in the Group's provisions categorized by type:
| Six months ended December 31, 2020 | Year ended June 30, 2020 | |||||
|---|---|---|---|---|---|---|
| Legal claims (i) | Investments in associates and joint ventures (ii) | Site dismantling and remediation | Other provisions | Total | Total | |
| Beginning of period / year | 2,990 | 19 | 536 | 3,050 | 6,595 | 16,677 |
| Additions | 51 | - | 22 | (88) | (15) | 571 |
| Share<br>of loss of associates | - | 2 | - | (1) | 1 | (8,942) |
| Incorporated<br>by business combination | - | - | - | - | - | 67 |
| Recovery | (21) | (13) | - | - | (34) | (1,261) |
| Used<br>during the period / year | (63) | - | - | (22) | (85) | (997) |
| Inflation<br>adjustment | (46) | - | - | - | (46) | (81) |
| Deconsolidation | (2,468) | - | (521) | (2,672) | (5,661) | - |
| Currency<br>translation adjustment | (196) | - | (37) | (267) | (500) | 561 |
| End of period / year | 247 | 8 | - | - | 255 | 6,595 |
| Non-current | 120 | 3,671 | ||||
| Current | 135 | 2,924 | ||||
| Total | 255 | 6,595 |
(i) Additions and recovery are included in "Other operating results, net".
(ii) Corresponds to investments in New Lipstick and Puerto Retiro, companies that have negative equity. The increase and recovery is included in "Share of profit of associates and joint ventures ".
.
There were no significant changes to the processes mentioned in Note 18 to the Annual Financial Statements.
- Taxes
The details of the Group’s income tax, is as follows:
| December 31, 2020 | December 31, 2019 | |
|---|---|---|
| Current<br>income tax | 10 | (287) |
| Deferred<br>income tax | (4,014) | (2,252) |
| Minimum<br>presumed income tax | - | (181) |
| Income tax from continuing operations | (4,004) | (2,720) |
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 period ended December 31, 2020 and 2019:
| Six Months ended December 31, 2020 | Six months ended December 31, 2019 | |
|---|---|---|
| Profit from continuing operations at tax rate applicable in the<br>respective countries | (2,988) | 358 |
| Permanent differences: | ||
| Share<br>of profit of associates and joint ventures | 136 | (625) |
| Unrecognized<br>tax loss carryforwards | (1,184) | (1,597) |
| Inflation<br>adjustment permanent difference | 1,205 | 1,511 |
| Tax<br>rate differential | 1,748 | 1,186 |
| Non-taxable<br>profit, non-deductible expenses and others | 60 | (286) |
| Fiscal<br>transparency | - | 119 |
| Tax<br>inflation adjustment | (2,981) | (3,386) |
| Income tax from continuing operations | (4,004) | (2,720) |
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IRSA Inversiones y Representaciones Sociedad Anónima
The gross movement in the deferred income tax account is as follows:
| December 31, 2020 | June 30, 2020 | |
|---|---|---|
| Beginning of period / year | (52,019) | (62,344) |
| Currency<br>translation adjustment | 1,397 | 1,886 |
| Incorporated<br>by business combination | - | (1,039) |
| Deconsolidation | 12,522 | 17,111 |
| Charged<br>/ (Credited) to the revaluation surplus reserve | - | 430 |
| Revaluation<br>surplus reserve | (70) | (109) |
| Deferred<br>income tax charge | (3,793) | (7,954) |
| End of period / year | (41,963) | (52,019) |
| Deferred<br>income tax assets | 214 | 759 |
| Deferred<br>income tax liabilities | (42,177) | (52,778) |
| Deferred income tax liabilities, net | (41,963) | (52,019) |
20. Revenues
| Six months ended December 31, 2020 | Six months ended December 31, 2019 | |
|---|---|---|
| Rental<br>and services income | 4,187 | 8,568 |
| Sales<br>of trading properties and developments | 645 | 623 |
| Revenue<br>from hotels operation and tourism services | 119 | 1,725 |
| Total Group’s revenues | 4,951 | 10,916 |
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, 2020 | Total as of December 31, 2019 | |
|---|---|---|---|---|---|
| Cost<br>of sale of goods and services | 576 | - | - | 576 | 404 |
| Salaries,<br>social security costs and other personnel expenses | 874 | 466 | 51 | 1,391 | 1,980 |
| Depreciation<br>and amortization | 159 | 69 | 1 | 229 | 318 |
| Fees<br>and payments for services | 39 | 253 | 220 | 512 | 394 |
| Maintenance,<br>security, cleaning, repairs and others | 583 | 103 | 1 | 687 | 1,291 |
| Advertising<br>and other selling expenses | 164 | - | 10 | 174 | 453 |
| Taxes,<br>rates and contributions | 158 | 46 | 471 | 675 | 768 |
| Director´s<br>fees | - | 504 | - | 504 | 352 |
| Leases<br>and service charges | 52 | 16 | 10 | 78 | 95 |
| Allowance<br>for doubtful accounts, net | - | - | 22 | 22 | 122 |
| Other<br>expenses | 24 | 58 | 1 | 83 | 177 |
| Total as of December 31, 2020 | 2,629 | 1,515 | 787 | 4,931 | - |
| Total as of December 31, 2019 | 4,006 | 1,590 | 758 | - | 6,354 |
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IRSA Inversiones y Representaciones Sociedad Anónima
22. Cost of goods sold and services provided
| Total as of December 31, 2020 | Total as of December 31, 2019 | |
|---|---|---|
| Inventories<br>at the beginning of the period | 14,209 | 11,984 |
| Purchases<br>and expenses | 23,487 | 32,166 |
| Capitalized<br>finance costs | - | 87 |
| Currency<br>translation adjustment | (4,270) | 5,296 |
| Disposals | (938) | (3,348) |
| Deconsolidation | (3,760) | (185) |
| Inventories<br>at the end of the period | (1,597) | (10,295) |
| Total costs | 27,131 | 35,705 |
The following table presents the composition of the Group’s inventories as of December 31, 2020 and June 30, 2020:
| Total as of December 31, 2020 | Total as of June 30, 2020 | |
|---|---|---|
| Real<br>estate | 1,528 | 8,596 |
| Telecommunications | - | 2,023 |
| Fruits | - | 3,242 |
| Others | 69 | 348 |
| Total inventories at the end of the period (*) | 1,597 | 14,209 |
(*) Inventories include trading properties and inventories.
23. Other operating results, net
| Six months ended December 31, 2020 | Six months ended December 31, 2019 | |
|---|---|---|
| Gain<br>from disposal of subsidiary and associates | - | (8) |
| Donations | (62) | (70) |
| Lawsuits<br>and other contingencies | (50) | (77) |
| Operating<br>interest expense | (15) | 49 |
| Others | 18 | 105 |
| Total other operating results, net | (109) | (1) |
24. Financial results, net
| Six months ended December 31, 2020 | Six months ended December 31, 2019 | |
|---|---|---|
| Finance<br>income: | ||
| -<br>Interest income | 48 | 144 |
| -<br>Dividend income | 20 | 4 |
| --- | --- | --- |
| Total finance income | 68 | 148 |
| Finance<br>costs: | ||
| -<br>Interest expenses | (3,026) | (3,722) |
| -<br>Loss on debt swap | (2) | (6) |
| -<br>Other finance costs | (395) | (272) |
| Subtotal finance costs | (3,423) | (4,000) |
| Capitalized<br>finance costs | 256 | 88 |
| Total finance costs | (3,167) | (3,912) |
| Other<br>financial results: | ||
| -<br>Fair value gain of financial assets and liabilities at fair value<br>through profit or loss, net | 3,767 | (159) |
| -<br>Exchange differences, net | (28) | (5,587) |
| -<br>Gain from repurchase of negotiable obligations | (219) | 86 |
| -<br>Gain from derivative financial instruments, net | (314) | (109) |
| -<br>Other financial results | (42) | - |
| Total other financial results | 3,164 | (5,769) |
| - Inflation<br>adjustment | 1,171 | 331 |
| Total financial results, net | 1,236 | (9,202) |
27
25. Related party transactions
The following is a summary of the balances with related parties as of December 31, 2020 and June 30, 2019:
| Item | December 31, 2020 | June 30, 2020 | ||
|---|---|---|---|---|
| Trade<br>and other receivables | 2,319 | 1,578 | ||
| Investments<br>in financial assets | 1,896 | 1,895 | ||
| Borrowings | (204) | (188) | ||
| Trade<br>and other payables | (1,093) | (457) | ||
| Total | 2,918 | 2,828 | ||
| Related party | December 31, 2020 | June 30, 2020 | Description of transaction | Item |
| --- | --- | --- | --- | --- |
| New<br>Lipstick LLC | - | (92) | Loans<br>obtained | Borrowings |
| - | 19 | Reimbursement<br>of expenses receivable | Trade<br>and other receivable | |
| Condor | 237 | 322 | Public<br>companies securities | Trade<br>and other receivable |
| 237 | - | Loans<br>granted | Trade<br>and other receivable | |
| 26 | - | Dividends | Trade<br>and other receivable | |
| Real<br>Estate Strategies LP | 141 | 139 | Reimbursement<br>of expenses receivable | Trade<br>and other receivable |
| PBS<br>Real Estate Holdings S.R.L | - | 566 | Reimbursement<br>of expenses receivable | Trade<br>and other receivable |
| Other<br>associates and joint ventures | 9 | 146 | Reimbursement<br>of expenses receivable | Trade<br>and other receivable |
| - | - | Leases<br>and/or rights of use payable | Trade<br>and other payables | |
| (204) | (32) | Loans<br>obtained | Borrowings | |
| - | 10 | Management<br>fees | Trade<br>and other receivable | |
| 11 | 101 | Leases<br>and/or rights of use receivable | Trade<br>and other receivable | |
| 204 | 243 | Dividends | Trade<br>and other receivable | |
| (79) | (1) | Reimbursement<br>of expenses receivable | Trade<br>and other payables | |
| Total associates and joint ventures | 582 | 1,421 | ||
| Cresud | (16) | (4) | Reimbursement<br>of expenses receivable | Trade<br>and other payables |
| (451) | (294) | Corporate<br>services receivable | Trade<br>and other payables | |
| 1,896 | 1,895 | NCN | Investment<br>in financial assets | |
| - | 5 | Leases<br>and/or rights of use receivable | Trade<br>and other payables | |
| (2) | (1) | Management<br>fee | Trade<br>and other payables | |
| (3) | (4) | Share<br>based payments | Trade<br>and other payables | |
| Total parent company | 1,424 | 1,597 | ||
| Directors | (454) | (152) | Fees<br>for services received | Trade<br>and other payables |
| - | 5 | Advances | Trade<br>and other receivable | |
| Yad<br>Levim LTD | 1,381 | - | Loans<br>granted | Trade<br>and other receivable |
| --- | --- | --- | --- | --- |
| Others<br>(1) | (88) | (1) | Leases<br>and/or rights of use receivable | Trade<br>and other receivable |
| - | (64) | Loans<br>obtained | Borrowings | |
| 73 | - | Loans<br>granted | Trade<br>and other receivable | |
| - | 22 | Reimbursement<br>of expenses receivable | Trade<br>and other receivable | |
| Total directors and others | 912 | (190) |
(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.
28
The following is a summary of the results with related parties for the six-month periods ended December 31, 2020 and 2019:
| Related party | Six Months ended December 31, 2020 | Six months ended December 31, 2019 | Description of transaction |
|---|---|---|---|
| BACS | 32 | 35 | Leases<br>and/or rights of use |
| Other<br>associates and joint ventures | - | (5) | Financial<br>operations |
| (3) | 18 | Leases<br>and/or rights of use | |
| (17) | 18 | Corporate<br>services | |
| Total associates and joint ventures | 12 | 66 | |
| Cresud | 17 | 8 | Leases<br>and/or rights of use |
| (295) | (338) | Corporate<br>services | |
| 162 | 63 | Financial<br>operations | |
| Total parent company | (116) | (267) | |
| Directors | (504) | (351) | Fees<br>and remunerations |
| Others<br>(1) | - | (159) | Financial<br>operations |
| Otras<br>(1) | - | (18) | Donationd |
| 12 | (23) | Fees<br>and remuneration | |
| Total others | (492) | (551) | |
| Total at the end of the period | (596) | (752) |
(1)
Includes Isaac Elsztain e Hijos, CAMSA. Hamonet S.A., Ramat Hanassi, Estudio Zang, Bergel y Viñes, Austral Gold, La Rural, New Lipstick, Condor, TGLT and Fundación IRSA.
The following is a summary of the transactions with related parties for the six-month periods ended December 31, 2020 and 2019:
| Related party | Six Months ended December 31, 2020 | Six months ended December 31, 2019 | Description of the operation |
|---|---|---|---|
| Condor | - | 35 | Dividends<br>received |
| Nuevo<br>Puerto Santa Fe S.A. | - | 34 | Dividends<br>received |
| Emco | - | 20 | Dividends<br>received |
| Total dividends received | - | 89 | |
| Cresud | 350 | 451 | Dividends<br>granted |
| Helmir | - | 11 | Dividends<br>granted |
| Total dividends distribution | 350 | 462 | |
| Quality | 19 | 35 | Capital<br>contributions |
| Manibil | - | 105 | Capital<br>contributions |
| Puerto<br>Retiro | 8 | - | Capitalized<br>loan |
| Others | - | 105 | Capital<br>contributions |
| Total capital contributions | 27 | 245 | |
| TGLT<br>S.A. | - | 4,230 | Purchase<br>and exchange of shares |
| Total other transactions | - | 4,230 |
29
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 A -<br>Property, plant and equipment | Note 8 Investment<br>properties and Note 9 Property, plant and equipment |
|---|---|
| Exhibit B -<br>Intangible assets | Note 11 Intangible<br>assets |
| Exhibit C -<br>Investment in associates | Note 7 Investments<br>in associates and joint ventures |
| Exhibit D - Other<br>investments | Note 13 Financial<br>instruments by category |
| Exhibit E –<br>Provisions | Note 18<br>Provisions |
| Exhibit F - Cost of<br>sales and services provided | Note 22 Cost of<br>goods sold and services provided |
| Exhibit G - Foreign<br>currency assets and liabilities | Note 27 Foreign<br>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 12.31.2020 | Total as of 06.30.2020 |
|---|---|---|---|---|
| Assets | ||||
| Trade and other receivables | ||||
| US<br>Dollar | 10 | 83.950 | 862 | 3,613 |
| Euros | 0 | 103.074 | 12 | 1,056 |
| Receivables with related parties: | ||||
| US<br>Dollar | 17 | 84.150 | 1,399 | 373 |
| Total trade and other receivables | 2,273 | 5,042 | ||
| Investments in financial assets | ||||
| US<br>Dollar | 0 | 83.950 | 11 | 4,318 |
| Pounds | 1 | 114.224 | 77 | 93 |
| Nuevo<br>Israel Shekel | 19 | 26.174 | 489 | - |
| Investments with related parties: | ||||
| US<br>Dollar | 0 | 84.150 | 2 | 1,453 |
| Total investments in financial assets | 579 | 5,864 | ||
| Cash and cash equivalents | ||||
| US<br>Dollar | 5 | 83.950 | 393 | 15,602 |
| --- | --- | --- | --- | --- |
| Euros | 0 | 103.074 | 1 | 1,854 |
| Total cash and cash equivalents | 394 | 17,456 | ||
| Total Assets | 3,246 | 28,362 | ||
| Liabilities | ||||
| Trade and other payables | ||||
| US<br>Dollar | 4 | 84.150 | 357 | 15,809 |
| Euros | - | 103.530 | - | 366 |
| Total Trade and other payables | 357 | 16,175 | ||
| Borrowings | ||||
| US<br>Dollar | 188 | 84.150 | 15,837 | 73,019 |
| Borrowings with related parties | ||||
| US<br>Dollar | 11 | 84.150 | 946 | 422 |
| Total Borrowings | 16,783 | 73,441 | ||
| Derivative financial instruments | ||||
| US<br>Dollar | 0 | 84.150 | 1 | 114 |
| Total derivative financial instruments | 1 | 114 | ||
| Lease liabilities | ||||
| US<br>Dollar | 0 | 84.150 | 1 | - |
| Total lease liabilities | 1 | - | ||
| Total Liabilities | 17,142 | 89,730 |
(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, 2020 according to Banco de la Nación Argentina.
30
28. Groups of assets and liabilities held for sale
As mentioned in Note 4.C. to the Annual Financial Statements, the Group had as of June 30, 2020 has certain assets and liabilities classified as held for sale. The following table presents the main ones:
| December 31, 2020 | June 30, 2020 | |
|---|---|---|
| Property,<br>plant and equipment | - | 42,809 |
| Intangible<br>assets | - | 1,634 |
| Investments<br>in associates | - | 268 |
| Deferred<br>income tax assets | - | 976 |
| Investment<br>properties | - | - |
| Income<br>tax credits | - | - |
| Trade<br>and other receivables | - | 2,216 |
| Cash<br>and cash equivalents | - | 2,048 |
| Total assets held-for-sale | - | 49,951 |
| Trade<br>and other payables | - | 11,896 |
| Salaries<br>and social security liabilities | - | 464 |
| Employee<br>benefits | - | 463 |
| Deferred<br>income tax liabilities | - | 2,341 |
| Borrowings | - | 11,457 |
| Total liabilities held-for-sale | - | 26,621 |
| Total net assets held-for-sale | - | 23,330 |
29. Results from discontinued operations
The results of the discontinued operations include the IDBD / DIC operations which were deconsolidated in the current period (see Note 4.E) and the results of the comparative periods have been reclassified.
| Six months ended December 31, 2020 | Six months ended December 31, 2019 | |
|---|---|---|
| Revenues | 30,197 | 63,420 |
| Costs | (24,502) | (43,853) |
| Gross profit | 5,695 | 19,567 |
| --- | --- | --- |
| Net<br>loss from fair value adjustment of investment<br>properties | (22) | (223) |
| General<br>and administrative expenses | (3,476) | (5,443) |
| Selling<br>expenses | (3,311) | (7,658) |
| Impairment<br>of associates and joint ventures | - | (2,207) |
| Other<br>operating results, net (1) | (2,078) | 19,660 |
| (Loss) / profit from operations | (3,192) | 23,696 |
| Share<br>of profit / (loss) of associates and joint ventures | 574 | (608) |
| (Loss) / profit before financial results and income<br>tax | (2,618) | 23,088 |
| Finance<br>income | 419 | 680 |
| Finance<br>cost | (5,506) | (12,016) |
| Other<br>financial results | 364 | (1,015) |
| Financial results, net | (4,723) | (12,351) |
| (Loss) / profit before income tax | (7,341) | 10,737 |
| Income<br>tax | 221 | (545) |
| (Loss) / profit from discontinued operations | (7,120) | 10,192 |
| (Loss) / profit for the period from discontinued operations<br>attributable to: | ||
| Equity<br>holders of the parent | (5,638) | 1,864 |
| Non-controlling<br>interest | (1,482) | 8,328 |
| (Loss) / profit per share from discontinued operations attributable<br>to equity holders of the parent: | ||
| Basic | (9.81) | 3.24 |
| Diluted | (9.81) | 3.23 |
(1)
As of December 31, 2020 corresponds mainly to the loss of control of IDBD by ARS 3,209; As of December 31, 2019, it mainly corresponds to the result from the loss of control of Gav-Yam by ARS 21,962 and the fair value measurement of the remaining investment.
31
30. Other relevant events of the period
Economic context in which the company operates
The Company does business in a complex framework due to the macroeconomic conditions, whose main variables have recently shown high volatility, and also due to regulatory, social and political conditions, both at a national and international level.
Its operating income may be affected by fluctuations in the inflation index and the argentine peso exchange rate against other currencies, mainly the dollar, variations in interest rates which have an impact on the cost of capital, changes in government policies, capital control and other political or economic developments both locally and internationally.
In December 2019, a new coronavirus strain (SARS-COV-2), causing a severe acute respiratory syndrome (COVID-19), appeared in Wuhan, China. On March 11, 2020, the World Health Organization declared COVID-19 a pandemic. In response, countries have taken extraordinary actions intended to prevent the spread of the virus, including, travel bans, border shutdowns, closing of non-essential businesses, instructions to residents to practice social distancing and implementation of lockdowns, among others. The ongoing pandemic and these extraordinary governmental actions are affecting the worldwide economy and have rendered global financial markets highly volatile.
The first case of COVID-19 in Argentina was reported on March 3, 2020 and until January 29, 2021, more than 1,900,000 cases of infections had been confirmed in Argentina. As a result, the Argentine the National Government implemented a series of health measures of social, preventive and mandatory isolation at the national level that began on March 19, 2020 and extended several times, most recently until November 8, 2020 inclusive in the Metropolitan Area of Buenos Aires although it has been extended in some cities in the interior of the country. Among this measures, that affected the local economy, the following stand out: the extension of the public emergency in health matters, the total closure of borders, the suspension of international and domestic flights, the suspension of medium and long-distance land transport, the suspension of artistic and sports shows, closure of businesses not considered essential, including shopping malls and hotels.
These measures have significantly affected Argentine companies, which have faced drops in income and the deterioration of their flow of payments. In this context, the Argentine Government announced several actions intended to tackle the financial crisis of the companies adversely affected by the COVID-19 pandemic. In addition to the stagnation of the Argentine economy, there is an international crisis caused by the COVID-19 pandemic. In this scenario, a strong contraction of the Argentine economy was evidenced.
Additionally, the government is challenged to achieve a successful debt renegotiation with the International Monetary Fund (IMF). In the event that Argentina achieves a favourable result and agrees to restructure its debt with the IMF, this could have a positive impact on the Argentine economy in the medium and long term.
At the local environment, the following circumstances may be noted:
●
In November 2020, an indicator called “Monthly Estimator of Economic Activity” (“EMAE”) reported by the National Institute of Statistics and Censuses (“INDEC”), registered a variation of (3.7%) compared to the same month of 2019, and from 1,4% compared to the previous month.
●
The annual inflation reached 36.1% in 2020. The market expectations survey prepared by Central Bank in December 2020, called the Market Expectations Survey (“REM” in Spanish), estimates a retail inflation of 49.8% for 2021. The analysts who participate in the REM foresee that in 2021 economic activity will rebound in activity, reaching an economic growth of 5.5%.
●
In the period from December 2019 to December 2020, the argentine peso depreciated 40.5% compared to the US dollar at the average wholesale exchange rate quoted by Banco de la Nación Argentina. Given the exchange restrictions in force since August 2019, as of December 31, 2020 the exchange gap between the official peso/US dollar exchange rate and the peso/US dollar exchange rate offered in the black market is almost 70%. This has an impact on the level of economic activity and detrimentally affects the reserves of the of the Argentine Central Bank. In addition, the current foreign exchange restrictions or those that may be imposed in the future may impair the Company’s ability to access the Sole Free FX Market (Mercado Único Libre de Cambio or MULC) to purchase the currency required to meet its financial obligations.
32
COVID-19 PANDEMIC
As described above, the COVID-19 is having an adverse impact on both the global and the Argentine economy and the Company’s business.
Below follows a description of the expected effects of the COVID-19 pandemic on the Company as of the date of these financial statements:
●
Because of the social, preventive and obligatory lockdown, shopping malls throughout the country were closed since March 20, 2020, exclusively remaining operational those stores dedicated to activities considered essential such as pharmacies, supermarkets and banks. The reopening of shopping malls in the interior of the country began during the months of May, June, and July. In August 2020, the Arcos District, an open-air premium outlet in the city of Buenos Aires, was opened and in October 2020, the Group’s shopping malls in City and Greater Buenos Aires were reopened. From October to the date of these Financial Statements, all the Group's shopping malls are open operating with strict protocols that include reduced time to 8 hours and public restrictions, social distancing, among other safety and hygiene measures. The Entertainment category protocol is even more rigorous with closed cinemas in most cases. Although we hope to fully resume the activity in our shopping malls, the uncertainty of the situation could cause setbacks in the openings already made.
●
As a result of the shopping mall closings, the Company has decided to differ the invoicing and collection of the Monthly Guaranteed Amount (Valor Mensual Asegurado or V.M.A.) until September 30, 2020, with some exceptions, and not to collect the collective promotion fund during such period in an attempt to prioritize its long-term relationship with the lessees. Additionally, an increase in the delinquency rate of some lessees has been noticedAs a result of the above, the impact on shopping malls is a 82.4% decrease in income from rentals and services during the first quarter of fiscal year 2021 compared to the same period of last fiscal year, and a 12.6% increase compared to the immediately preceding quarter.
●
In relation rental of offices, although most of the tenants are working in the home office mode, they are operational with strict safety and hygiene protocols. To date, we have not evidenced a deterioration in collections.
●
La Rural, the Buenos Aires and Punta del Este Convention Centers and the DIRECTV Arena stadium, establishments that the Group owns directly or indirectly, have also been closed since March 20. All planned congresses were suspended, most of the fairs and conventions have been postponed, while the shows scheduled at the DIRECTV Arena stadium were mostly cancelled. The reopening date of these establishments is uncertain, as well as the future agenda of fairs, conventions and shows.
●
The Libertador hotel in the City of Buenos Aires and Llao Llao in the province of Río Negro have temporarily closed since the mandatory lockdown decreed in March 2020, while the Intercontinental Hotel in the City of Buenos Aires has worked only under a contingency and emergency plan. The reopening took place in November and December under strict protocols and, after closing, a recovery in occupancy was evidenced, mainly at the Llao Llao hotel. As a result of the foregoing, the impact on these financial statements is a 93% decrease in income in the first half of the 2021 fiscal year compared to the same period of the previous fiscal year.
33
In financial matters, the maturity of IRSA Series I notes for a nominal value of USD 181.5 falls within the period contemplated by communication “A” 7106 of the BCRA mentioned above. In this sense, IRSA presented a proposal to the BCRA in the corresponding terms and carried out an exchange operation through the payment in cash of USD 72.6 and the issuance of two new series of Notes: Series VIII and Series IX for a nominal value of USD 31.7 and USD 80.7 (including USD 6.5 of new subscriptions). The exchange offer was accepted by 98.3%.
In the next 12 months, IRSA faces the maturity of its Class III notes for a nominal value of ARS 247.8 (equivalent to USD 2.9) maturing on February 21, 2021, Class IV notes for a value USD 51.4 nominal value due on May 21, 2021, Class VI notes for a nominal value of ARS 335 (equivalent to USD 4.0) due July 21, 2021, Class VIII notes for a nominal value of USD 10.5 (33% of the capital) maturing on November 12, 2021, bank overdrafts for an equivalent of USD 27.6 and other bank debt for USD 13.7. For its part, IRSA PC has bank debt maturities for the approximate sum of USD 24.6.
It is important to mention that IRSA has approved with IRSA PC a credit line for up to the sum of USD 180 for 3 years, of which as of December 31, 2020 IRSA used approximately USD 62.6, leaving the balance available. Likewise, IRSA PC has a cash position and equivalents (including current financial investments) as of December 31, 2020 of approximately USD 84.9.
The final extent of the Coronavirus outbreak and its impact on the country's economy is unknown and difficult to fully predict. However, although it has produced significant short-term effects, they are not expected to affect business continuity and the Company’s ability to meet financial commitments for the next twelve months.
The Company is closely monitoring the situation and taking all necessary measures to preserve human life and the Group's businesses.
31. Subsequent events
After the end of the period and until the issuance of these Condensed Consolidated Interim Financial Statements, no other relevant events have occurred that could significantly affect these financial statements as of December 31, 2020.
34
listofsubsidiariesexhibit
LIST OF SUBSIDIARIES
The following table lists our subsidiaries and their jurisdiction of incorporation as of December 31, 2020:
| % of<br>ownership interest held by the Group | |||
|---|---|---|---|
| Name<br>of the entity | Country | Main<br>activity | As<br>of December 31, 2020 |
| IRSA’s<br>direct interest: | |||
| IRSA CP(1) | Argentina | Real<br>estate | 79.92% |
| E-Commerce Latina<br>S.A. | Argentina | Investment | 100.00% |
| Efanur<br>S.A. | Uruguay | Investment | 100.00% |
| Hoteles Argentinos<br>S.A.U. | Argentina | Hotel | 100.00% |
| Inversora<br>Bolívar S.A. | Argentina | Investment | 100.00% |
| Llao Llao Resorts<br>S.A.(2) | Argentina | Hotel | 50.00% |
| Nuevas Fronteras<br>S.A. | Argentina | Hotel | 76.34% |
| Palermo Invest<br>S.A. | Argentina | Investment | 100.00% |
| Ritelco<br>S.A. | Uruguay | Investment | 100.00% |
| Tyrus<br>S.A. | Uruguay | Investment | 100.00% |
| U.T. IRSA y<br>Galerías Pacifico(2) | Argentina | Investment | 50.00% |
| IRSA<br>CP’s direct interest: | |||
| Arcos del Gourmet<br>S.A. | Argentina | Real<br>estate | 90.00% |
| Emprendimiento<br>Recoleta S.A. | Argentina | Real<br>estate | 53.68% |
| Fibesa<br>S.A.(3) | Argentina | Real<br>estate | 100.00% |
| Panamerican Mall<br>S.A. | Argentina | Real<br>estate | 80.00% |
| Shopping<br>Neuquén S.A. | Argentina | Real<br>estate | 99.95% |
| Torodur<br>S.A. | Uruguay | Investment | 100.00% |
| EHSA | Argentina | Investment | 70.00% |
| Centro de<br>Entretenimiento La Plata | Argentina | Real<br>estate | 100.00% |
| Pareto<br>S.A. | Argentina | design and software<br>development | 91.96% |
| Tyrus<br>S.A.’s direct interest: | |||
| DFL and DN<br>BV | Bermuda’s /<br>Netherlands | Investment | 97.04% |
| I Madison<br>LLC | USA | Investment | — |
| IRSA Development<br>LP | USA | Investment | — |
| IRSA International<br>LLC | USA | Investment | 100.00% |
| Jiwin<br>S.A. | Uruguay | Investment | 100.00% |
| Liveck<br>S.A. | Uruguay | Investment | 100.00% |
| Real Estate<br>Investment Group V LP (REIG V) | Bermuda’s | Investment | — |
| Real Estate<br>Strategies LLC | USA | Investment | 100.00% |
| Efanur<br>S.A.’s direct interest: | |||
| Real Estate<br>Investment Group VII LP (REIG VII) | Bermuda’s | Investment | 100.00% |
(1)
Includes interest held through E-Commerce Latina S.A. and Tyrus S.A..
(2)
The Company has consolidated the investment in Llao Llao Resorts S.A. and UT IRSA and Galerías Pacífico considering its equity interest and a shareholder agreement that confers it majority of votes in the decision making process.
(3)
Includes interest held through Ritelco S.A. and Torodur S.A.