Irsa Investments & Representations Inc 6-K, filed Mar 16, 2021
Irsa Investments & Representations Inc (IRS)
About this 6-K
Irsa Investments & Representations Inc filed this 6-K on March 16, 2021.
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.
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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.
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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
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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.
12
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 |
20
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 |
21
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.
23
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.
24
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) |
25
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 |
26
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
Free translation from the original prepared in Spanish for publication in Argentina
REVIEW REPORT ON THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
To the Shareholders, President and Directors of
IRSA Inversiones y Representaciones Sociedad Anónima
Legal address: Carlos Della Paolera 261 - 9th floor
Autonomous City of Buenos Aires
Tax Registration Number: 30-52532274-9
Introduction
We have reviewed the accompanying unaudited condensed interim consolidated financial statements of IRSA Inversiones y Representaciones Sociedad Anónima and its subsidiaries (“the Company”), which comprise the unaudited condensed interim consolidated statement of financial position at December 31, 2020, the unaudited condensed interim consolidated statements of income and other comprehensive income for the six-month period and three-month period ended December 31, 2020, the interim consolidated statements of changes in shareholders’ equity and of cash flows for the six-month period then ended, and selected explanatory notes.
The balances and other information for the fiscal year ended on June 30, 2020 and its interim periods are an integral part of the financial statements mentioned above; therefore, they must be considered in connection with these financial statements.
Management’s responsibility
The Board of Directors of the Company is responsible for the preparation and presentation of these unaudited condensed interim consolidated financial statements in accordance with International Financial Reporting Standards, adopted by the Argentine Federation of Professional Councils in Economic Sciences (FACPCE) as professional accounting standards and included by the National Securities Commission (CNV) in its regulations, as approved by the International Accounting Standards Board (IASB), and is therefore responsible for the preparation and presentation of the unaudited condensed interim consolidated financial statements mentioned in the first paragraph, in accordance with International Accounting Standard 34 Interim Financial Information (IAS 34).
Scope of our review
Our review was limited to the application of the procedures established under International Standards on Review Engagements ISRE 2410 Review of Interim Financial Information Performed by the Independent Auditor of the Entity, adopted as a review standard in Argentina by Technical Pronouncement No. 33 of the FACPCE and approved by the International Auditing and Assurance Standards Board (IAASB). A review of interim financial information consists of inquiries of Company staff responsible for preparing the information included in the unaudited condensed interim consolidated financial statements and of analytical and other review procedures. This review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion on the consolidated statement of financial position and the consolidated statements of income and other comprehensive income and of cash flows of the Company.
35
Free translation from the original prepared in Spanish for publication in Argentina
Conclusion
On the basis of our review, nothing has come to our attention that causes us to believe that the unaudited condensed interim consolidated financial statements mentioned in the first paragraph of this report have not been prepared, in all material respects, in accordance with International Accounting Standard 34 Interim financial reporting.
Report on compliance with current regulations
In accordance with current regulations, we report, in connection with IRSA Inversiones y Representaciones Sociedad Anónima, that:
a)
the unaudited condensed interim consolidated financial statements of IRSA Inversiones y Representaciones Sociedad Anónima have not been transcribed into the Inventory and Balance Sheet book and, except for the above mentioned situation, as regards those matters that are within our competence, they are in compliance with the provisions of the General Companies Law and pertinent resolutions of the National Securities Commission;
b)
the unaudited condensed interim separate financial statements of IRSA Inversiones y Representaciones Sociedad Anónima arise from accounting records carried in all formal aspects in accordance with legal requirements;
c)
we have read the Business Summary (“Reseña Informativa”), on which we have no observations to make regarding matters that are within our competence;
d)
at December 31, 2020 the debt of IRSA Inversiones y Representaciones Sociedad Anónima accrued in favor of the Argentine Integrated Social Security System, as shown by the Company’s accounting records, amounted to ARS 343,613.02, which is not due at that date.
Autonomous City of Buenos Aires, February 12, 2021
| /s/ PRICE<br>WATERHOUSE & CO. S.R.L. <br>(Partner) | /s/<br>ABELOVICH, POLANO & ASOCIADOS S.R.L.<br>(Partner) |
|---|---|
| Name<br>C.P.C.E.C.A.B.A. Vº 1 Fº 17 Walter<br>Zablocky | Name <br>C.P.C.E. C.A.B.A. T° 1 F° 30 José Daniel<br>Abelovich |
| Title <br>Public Accountant (UNLP)C.P.C.E.C.A.B.A. Vº 340 Fº<br>156 | Title<br>Contador Público (UBA) C.P.C.E. C.A.B.A. T° 102<br>F° 191 |
36
IRSA Inversiones y Representaciones Sociedad Anónima
Unaudited Condensed Interim Separate Financial Statements as of December 31, 2020 and for the six and three-month periods ended as of that date, presented comparatively
37
IRSA Inversiones y Representaciones Sociedad Anónima
Unaudited Condensed Interim Separate 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 | 7 | 33,332 | 28,689 |
| Property,<br>plant and equipment | 8 | 34 | 21 |
| Trading<br>properties | 9 | 560 | 560 |
| Intangible<br>assets | 10 | 86 | 86 |
| Investments<br>in subsidiaries, associates and joint ventures | 6 | 74,969 | 79,654 |
| Trade<br>and other receivables | 12 | 1,120 | 675 |
| Total non-current assets | 110,101 | 109,685 | |
| Current assets | |||
| Trading<br>properties | 9 | 366 | 1,146 |
| Inventories | 1 | 1 | |
| Trade<br>and other receivables | 12 | 846 | 2,008 |
| Income<br>tax and MPIT credit | 3 | 4 | |
| Derivative<br>financial instruments | 11 | - | 1 |
| Investments<br>in financial assets | 11 | 9 | 323 |
| Cash<br>and cash equivalents | 11 | 54 | 2,642 |
| Total current assets | 1,279 | 6,125 | |
| TOTAL ASSETS | 111,380 | 115,810 | |
| SHAREHOLDERS’ EQUITY | |||
| Shareholders'<br>equity (according to corresponding statements) | 70,634 | 67,114 | |
| TOTAL SHAREHOLDERS’ EQUITY | 70,634 | 67,114 | |
| LIABILITIES | |||
| Non-current liabilities | |||
| Trade<br>and other payables | 13 | 5 | 92 |
| Borrowings | 14 | 17,965 | 4,697 |
| Deferred<br>income tax liabilities | 15 | 11,313 | 8,904 |
| Provisions | 16 | 44 | 294 |
| Total non-current liabilities | 29,327 | 13,987 | |
| Current liabilities | |||
| Trade<br>and other payables | 13 | 1,494 | 1,431 |
| Salaries<br>and social security liabilities | 3 | 10 | |
| Borrowings | 14 | 9,868 | 33,224 |
| Derivative<br>financial instruments | 11 | 17 | 2 |
| Provisions | 16 | 37 | 41 |
| Lease<br>liabilities | - | 1 | |
| Total current liabilities | 11,419 | 34,709 | |
| TOTAL LIABILITIES | 40,746 | 48,696 | |
| TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES | 111,380 | 115,810 |
The accompanying notes are an integral part of these Financial Statements.
| IRSA Inversiones y Representaciones Sociedad<br>Anónima | ||
|---|---|---|
| Date | By: | /s/ Saúl<br>Zang |
| Name Saúl<br>Zang | ||
| Title<br>Vicepresident I |
38
IRSA Inversiones y Representaciones Sociedad Anónima
Unaudited Condensed Interim Separate Statements of Income and Other Comprehensive Income
for the six and three-month periods ended December 31, 2020 and 2019
(All amounts in millions, except otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
| Six<br>month | Three<br>month | ||||
|---|---|---|---|---|---|
| Note | 12.31.2020 | 12.31.2019 | 12.31.2020 | 12.31.2019 | |
| Revenues | 17 | 2,082 | 1,772 | 1,274 | 1,234 |
| Costs | 18 | (1,255) | (1,373) | (618) | (1,091) |
| Gross profit | 827 | 399 | 656 | 143 | |
| Net<br>gain from fair value adjustment of investment<br>properties | 7 | 4,643 | 2,158 | (3,458) | (1,500) |
| General<br>and administrative expenses | 18 | (254) | (326) | (135) | (185) |
| Selling<br>expenses | 18 | (52) | (108) | (39) | (46) |
| Other<br>operating results, net | 19 | (708) | (615) | (704) | (594) |
| Profit from operations | 4,456 | 1,508 | (3,680) | (2,182) | |
| Share<br>of profit of subsidiaries, associates and joint<br>ventures | 6 | (950) | 205 | (7,869) | (7,954) |
| Profit before financial results and income tax | 3,506 | 1,713 | (11,549) | (10,136) | |
| Finance<br>income | 20 | 21 | 35 | 10 | 12 |
| Finance<br>costs | 20 | (1,682) | (2,095) | (707) | (1,060) |
| Other<br>financial results | 20 | 1,289 | (1,845) | 1,483 | 2,073 |
| Inflation<br>adjustment | 20 | (104) | 255 | 272 | 823 |
| Financial results, net | (476) | (3,650) | 1,058 | 1,848 | |
| Profit / (loss) before income tax | 3,030 | (1,937) | (10,491) | (8,288) | |
| Income<br>tax | 15 | (2,409) | (842) | 1,774 | 928 |
| Profit / (loss) for the period | 621 | (2,779) | (8,717) | (7,360) | |
| Other comprehensive income: | |||||
| Items that may be reclassified subsequently to profit or<br>loss: | |||||
| Share<br>of other comprehensive loss of subsidiaries, associates and joint<br>ventures | 339 | (195) | 645 | (86) | |
| Currency<br>translation adjustment of subsidiaries, associates and joint<br>ventures | (3,111) | (3,183) | 1,621 | (2,005) | |
| Total other comprehensive loss for the period (i) | 6 | (2,772) | (3,378) | 2,266 | (2,091) |
| Total comprehensive profit for the period | (2,151) | (6,157) | (6,451) | (9,451) | |
| Profit / (loss) per share for the period | |||||
| Basic | 1.08 | (4.83) | (15.16) | (12.80) | |
| Diluted | 1.07 | (4.83) | (15.16) | (12.80) |
(i) Components of other comprehensive income have no impact on income tax.
The accompanying notes are an integral part of these Financial Statements.
| IRSA Inversiones y Representaciones Sociedad<br>Anónima | ||
|---|---|---|
| Date | By: | /s/ Saúl<br>Zang |
| Name Saúl<br>Zang | ||
| Title<br>Vicepresident I |
39
IRSA Inversiones y Representaciones Sociedad Anónima
Unaudited Condensed Interim Separate Statements of Changes in Shareholders’ Equity
for the six-month period ended December 31, 2020
(All amounts in millions, except otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
| Share capital | Treasury shares | Inflation adjustment of Share Capital and Treasury Shares<br>(1) | Share premium | Additional Paid-in capital from Treasury Shares | Legal reserve | CNV 609/12 Resolution reserve | Other reserves (2) | Retained earnings | Total Shareholders’ equity | |
|---|---|---|---|---|---|---|---|---|---|---|
| Balance as of June 30, 2020 | 575 | 2 | 16,336 | 17,426 | 114 | 581 | 11,271 | 8,386 | 12,423 | 67,114 |
| Profit<br>for the period | - | - | - | - | - | - | - | - | 621 | 621 |
| Other<br>comprehensive loss for the period | - | - | - | - | - | - | - | (2,772) | - | (2,772) |
| Shareholders’<br>meeting held as of 10.26.20 | - | - | - | - | - | 752 | - | 13,655 | (14,407) | - |
| Dividend<br>distribution in shares | - | - | - | - | - | - | - | - | (580) | (580) |
| Reserve<br>for share-based payments | - | - | - | - | 2 | - | - | (2) | - | - |
| Changes<br>in non-controlling interest | - | - | - | - | - | - | - | 410 | - | 410 |
| Other<br>changes in subsidiaries` equity | - | - | - | - | - | - | - | 5,841 | - | 5,841 |
| Balance as of December 31, 2020 | 575 | 2 | 16,336 | 17,426 | 116 | 1,333 | 11,271 | 25,518 | (1,943) | 70,634 |
(1) Includes Ps. 1 of inflation adjustment of treasury shares. See Note 16 of Consolidated Financial Statements as of June 30, 2020.
(2) The composition of Other reserves of the Company as of December 31, 2020 is as follows:
| Cost of Treasury shares | Changes in non-controlling interest | Reserve for share-based payments | Reserve for future dividends | Currency translation adjustment reserve | Special reserve | Other reserves of subsidiaries | Total Other reserves | |
|---|---|---|---|---|---|---|---|---|
| Balance as of June 30, 2020 | (206) | (4,996) | 236 | 2,028 | (872) | 12,458 | (262) | 8,386 |
| Other<br>comprehensive loss for the period | - | - | - | - | (3,111) | - | 339 | (2,772) |
| Shareholders’<br>meeting held as of 10.26.20 | - | - | - | - | - | - | 13,655 | 13,655 |
| Reserve<br>for share-based payments | 1 | - | (3) | - | - | - | - | (2) |
| Changes<br>in non-controlling interest | - | 410 | - | - | - | - | - | 410 |
| Other<br>changes in subsidiaries` equity | - | (60) | - | - | 5,176 | - | 725 | 5,841 |
| Balance as of December 31, 2020 | (205) | (4,646) | 233 | 2,028 | 1,193 | 12,458 | 14,457 | 25,518 |
The accompanying notes are an integral part of these Financial Statements.
| IRSA Inversiones y Representaciones Sociedad<br>Anónima | ||
|---|---|---|
| Date | By: | /s/ Saúl<br>Zang |
| Name Saúl<br>Zang | ||
| Title<br>Vicepresident I |
40
IRSA Inversiones y Representaciones Sociedad Anónima
Unaudited Condensed Interim Separate Statements of Changes in Shareholders’ Equity
for the six-month period ended December 31, 2019
(All amounts in millions, except otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
| Share capital | Treasury shares | Inflation adjustment of Share Capital and Treasury Shares<br>(1) | Share premium | Additional Paid-in capital from Treasury Shares | Legal reserve | CNV 609/12 Resolution reserve | Other reserves (2) | Retained earnings | Total Shareholders’ equity | |
|---|---|---|---|---|---|---|---|---|---|---|
| Balance as of June 30, 2019 (recast) | 575 | 2 | 16,336 | 17,426 | 94 | 581 | 11,271 | 82,320 | (72,453) | 56,152 |
| Adjustments<br>of previous periods (IFRS 16 and 28) | - | - | - | - | - | - | - | - | (1,391) | (1,391) |
| Balance as of June 30, 2019 (recast) | 575 | 2 | 16,336 | 17,426 | 94 | 581 | 11,271 | 82,320 | (73,844) | 54,761 |
| Loss<br>for the period | - | - | - | - | - | - | - | - | (2,779) | (2,779) |
| Other<br>comprehensive loss for the period | - | - | - | - | - | - | - | (3,378) | - | (3,378) |
| Shareholders’<br>meeting held as of 10.30.19 | - | - | - | - | - | - | - | (72,453) | 72,453 | - |
| Dividend<br>distribution in shares | - | - | - | - | - | - | - | (707) | - | (707) |
| Changes<br>in non-controlling interest | - | - | - | - | - | - | - | (208) | - | (208) |
| Other<br>changes in subsidiaries` equity | - | - | - | - | - | - | - | - | 26 | 26 |
| Balance as of December 31, 2019 | 575 | 2 | 16,336 | 17,426 | 94 | 581 | 11,271 | 5,574 | (4,144) | 47,715 |
(1) Includes Ps. 1 of inflation adjustment of treasury shares. See Note 16 of Consolidated Financial Statements as of June 30, 2019.
(2) The composition of Other reserves of the Company as of December 31, 2019 is as follows:
| Cost of Treasury shares | Changes in non-controlling interest | Reserve for share-based payments | Reserve for future dividends | Currency translation adjustment reserve | Special reserve | Other reserves of subsidiaries | Total Other reserves | |
|---|---|---|---|---|---|---|---|---|
| Balance as of June 30, 2019 | (197) | (5.564) | 248 | 2.028 | 317 | 85.617 | (129) | 82.320 |
| Other<br>comprehensive loss for the period | - | - | - | - | (3.183) | - | (195) | (3.378) |
| Reserve<br>for share-based payments | 7 | - | (7) | - | - | - | - | - |
| Shareholders’<br>meeting held as of 10.30.19 | - | - | - | - | - | (72.453) | - | (72.453) |
| Dividend<br>distribution in shares | - | - | - | - | - | (707) | - | (707) |
| Changes<br>in non-controlling interest | - | (208) | - | - | - | - | - | (208) |
| Balance as of December 31, 2019 | (190) | (5.772) | 241 | 2.028 | (2.866) | 12.457 | (324) | 5.574 |
The accompanying notes are an integral part of these Financial Statements.
| IRSA Inversiones y Representaciones Sociedad<br>Anónima | ||
|---|---|---|
| Date | By: | /s/ Saúl<br>Zang |
| Name Saúl<br>Zang | ||
| Title<br>Vicepresident I |
41
IRSA Inversiones y Representaciones Sociedad Anónima
Unaudited Condensed Interim Separate Statements of Cash Flows
for the six-month period 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 | |||
| Profit/<br>(Loss) for the period | 621 | (2,779) | |
| Adjustments: | |||
| Income<br>tax | 15 | 2,409 | 842 |
| Amortization<br>and depreciation | 18 | 6 | 4 |
| Gain<br>from disposal of trading properties | (833) | (404) | |
| Financial<br>results, net | (769) | 4,740 | |
| (Decrease)/<br>Increase in trading properties | 9 | 341 | (915) |
| Net<br>gain from fair value adjustment of investment<br>properties | 7 | (4,643) | (2,158) |
| Share<br>of profit of subsidiaries, associates and joint<br>ventures | 6 | 950 | (205) |
| Gain<br>from disposal of subsidiaries | 672 | 603 | |
| Provisions<br>and allowances | (15) | (39) | |
| Decrease<br>in salaries and social security liabilities | (7) | - | |
| (Decrease)/<br>Increase in trade and other receivables | (34) | 48 | |
| Increase<br>in trade and other payables | 1,270 | 1,120 | |
| Net cash flow generated from operating activities | (32) | 857 | |
| Investing activities | |||
| Capital<br>contributions to subsidiaries, associates and joint<br>ventures | 6 | (398) | (2,141) |
| Issuance<br>of capital | - | (105) | |
| Acquisition<br>of property, plant and equipment | 8 | (17) | - |
| Acquisition<br>of intangible assets | 10 | (2) | (1) |
| Increase<br>of investments in financial assets | (903) | (7,878) | |
| Proceeds<br>from sale of investments in financial assets | 2,041 | 8,603 | |
| Increase<br>in loans granted to subsidiaries, associates and joint<br>ventures | - | (131) | |
| Dividends<br>received | - | 711 | |
| Net cash flow generated from/ (used in) investing<br>activities | 721 | (942) | |
| Financing activities | |||
| Short-term<br>loans obtained, net | 1,426 | 1,590 | |
| Payment<br>of loans | (333) | (523) | |
| Interests<br>paid | (1,921) | (1,762) | |
| Loans<br>obtained from subsidiaries, associates and joint<br>ventures | 9,884 | 2,833 | |
| Payment<br>of loans from subsidiaries, associates and joint<br>ventures | (33) | (788) | |
| Payment<br>of NCN | (15,241) | (12,396) | |
| Issuance<br>of NCN | 2,971 | 9,452 | |
| Payments<br>from derivative financial instruments | (27) | (33) | |
| Net cash flow used in financing activities | (3,274) | (1,627) | |
| Decrease in cash and cash equivalents, net | (2,585) | (1,712) | |
| Cash<br>and cash equivalents at the beginning of the period | 11 | 2,642 | 60 |
| Foreign<br>exchange gain of cash and changes in fair value of cash<br>equivalents | (3) | 1,740 | |
| Cash and cash equivalents at the end of the period | 11 | 54 | 88 |
| Additional information | |||
| Currency<br>translation adjustment | (3,111) | (3,183) | |
| Other<br>comprehensive loss of subsidiaries | 339 | (195) | |
| Changes<br>in non-controlling interest | 410 | (208) | |
| Other<br>changes in subsidiaries` equity | 5,841 | - | |
| Increase<br>in borrowings through an increase in trading<br>properties | 256 | 87 | |
| Increase<br>in investments in associates and joint ventures through a decrease<br>in dividends received | 1,929 | - | |
| Dividends<br>received through a decrease in borrowings of<br>subsidiaries | 6,196 | - | |
| Increase<br>in investments in associates and joint ventures through a decrease<br>in trade and other receivables | - | 8 | |
| Decrease<br>in investments in associates and joint ventures through a decrease<br>in trade and other receivables | 393 | - | |
| Decrease<br>in investments in associates and joint ventures through an increase<br>in financial assets | 713 | - | |
| Dividends<br>paid through a decrease in investments in associates and joint<br>ventures | 580 | 707 | |
| Issuance<br>of NCN through of payment of loans | 406 | - |
The accompanying notes are an integral part of these Financial Statements.
| IRSA Inversiones y Representaciones Sociedad<br>Anónima | ||
|---|---|---|
| Date | By: | /s/ Saúl<br>Zang |
| Name Saúl<br>Zang | ||
| Title<br>Vicepresident I |
42
IRSA Inversiones y Representaciones Sociedad Anónima
Notes to the Unaudited Condensed Interim Consolidated Separate Financial Statements
(All amounts in millions, except otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
1.
General information and company’s business
IRSA Inversiones y Representaciones Sociedad Anónima (“IRSA” or “The Company”) was founded in 1943, it is primarily engaged in managing real estate holdings in Argentina since 1991.
IRSA is a corporation incorporated and domiciled in Argentina. The registered office is Bolívar 108, 1st. Floor, Buenos Aires, Argentina.
The Company owns, manages and develops, directly and indirectly through its subsidiaries, a portfolio of office and other rental properties in Buenos Aires. In addition, IRSA through its subsidiaries, associates and joint ventures manages and develops shopping malls and branded hotels across Argentina, and also office properties in the United States and in numerous markets and industry sectors in Israel, such as real estate, supermarkets, insurance, telecommunications, etc.
These Unaudited Condensed Interim Separate Financial Statements have been approved for issue by the Board of Directors on February 12, 2021.
2.
Basis of preparation of the Unaudited Condensed Interim Separate Financial Statements
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) 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.
| Price<br>variation | Quarter<br>ended<br><br><br>September<br>30, 2020 | Quarter<br>ended December 31, 2020 | As<br>of December 31, 2020 (accumulated six months) |
|---|---|---|---|
| 8% | 11% | 20% |
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IRSA Inversiones y Representaciones Sociedad Anónima
As a consequence of the aforementioned, these Unaudited Consolidated Financial Statements as of December 31, 2020 were restated in accordance with IAS 29.
2.2. Significant accounting policies
The accounting policies adopted in the preparation of these Unaudited Condensed Interim Separate Financial Statements are consistent with those applied in the Annual Financial Statements as of June 30, 2020. The main accounting policies are described in Note 2 of those Annual Financial Statements.
2.3.
Comparability of information
The amounts as of June 30, 2020 and December 31, 2019, which are disclosed for comparative purposes, arise from the financial statements at said dates restated in accordance with IAS 29 (note 2.1).
2.4.
Use of estimates
The preparation of Financial Statements at a certain date requires Management to make estimates and evaluations affecting the amount of assets and liabilities recorded and contingent assets and liabilities disclosed at such date, as well as income and expenses recorded during the period. Actual results might differ from the estimates and evaluations made at the date of preparation of these Unaudited Condensed Interim Separate Financial Statements. In the preparation of these Unaudited Condensed Interim Separate Financial Statements, the main significant judgments made by Management in applying the Company’s accounting policies and the major sources of uncertainty were the same that the Company used in the preparation of the Separate Financial Statements for the fiscal year ended June 30, 2020, described in Note 3 to those financial statements, except as indicated in Note 25.
3.
Seasonal effects on operations
See Note 3 to the Unaudited Condensed Interim Consolidated Financial Statements.
4.
Acquisitions and disposals
Significant acquisitions and disposals of the Company and/or its subsidiaries for the six-month period ended December 31, 2020 are detailed in Note 4 to the Unaudited Condensed Interim Consolidated Financial Statements.
5.
Financial risk management and fair value estimates
These Unaudited Condensed Interim Financial Statements do not include all the information and disclosures of the risk management, so they should be read together with the Annual Separate Financial Statements as of June 30, 2020. There has been no changes in the risk management or risk management policies applied by the Company since the end of the annual fiscal year. See notes to the Unaudited Condensed Interim Consolidated Financial Statements. Furthermore, there have been no transfers between the different hierarchies used to assess the fair value of the Company’s financial instruments.
6.
Information about the main subsidiaries, associates and joint ventures
The Company conducts its business through several operating and holding subsidiaries, associates and joint ventures. Its main subsidiaries include IRSA CP and Tyrus. The main associates include BHSA and New Lipstick. Its main joint ventures include Cyrsa S.A. and Puerto Retiro S.A.
The Company indirectly participated, until September 30, 2020, through Tyrus, in IDB Development Ltd. (“IDBD”) and Discount Investment Company Ltd (“DIC”). These companies have certain financial restrictions and agreements in relation to their financial debt, including their debentures and loans with banks and financial institutions. These commitments and other restrictions resulting from the indebtedness of IDBD and DIC (such as the pledges granted by IDBD over part of its shareholding in DIC) do not have recursive effects against IRSA, nor has IRSA guaranteed them with its assets, so the economic risk of IRSA is limited to the value of said investments.
IDBD's financial condition as of June 25, 2020 had a deficit in shareholders’ equity, ongoing negative cash flows from continuing operating activities and a low credit rating. IDBD´s cash flow required to meet its liabilities, including short-term liabilities is based on the financial support of its controlling shareholder (Dolphin Netherlands BV) and on the
44
IRSA Inversiones y Representaciones Sociedad Anónima
realization of assets which the realization date is not under IDBD´s control. As a result of the above, IDBD had into negotiations with its creditors in order to restructure its financial debt on more favorable terms. As a result, the Company recognized an impairment loss of Ps. 2,405 in its separate financial statements as of June 30, 2020, equivalent to the net value of its investment in IDBD and DIC as of that date.
As of June 30, 2020, the aggregate principal amount of the (i) IDBD Series 9 Bonds was NIS 901 million (“Series 9”), (ii) IDBD Series 14 Bonds was NIS 889 million collateralized by DIC shares owned directly or indirectly by IDBD representing 70% of the share capital of DIC (“Series 14”), (iii) IDBD Series 15 Bonds was NIS 238 million collateralized by shares of Clal representing 5% of the share capital of Clal (“Series 15”).
As no agreement has been reached, on September 17, 2020, the Series 9 trustee submitted to the District Court in Tel-Aviv-Jaffa (the "Court") a petition to grant an order for the opening of proceedings for IDBD pursuant to the Insolvency and Economic Rehabilitation Law, 5778 – 2018 and to instruct the appointment of a trustee for IDBD pursuant to Section 43 and to grant the trustee any and all authority over the decision making of IDBD.
On September 21, 2020, the Series 14 bond holders approved the immediate fully payment of the remaining balances of such series.
On September 22, 2020, IDBD and Dolphin Netherlands B.V. submitted an initial response to the Petition, arguing that it was in the best interest of IDBD and its creditors to exhaust the negotiations among the controlling shareholder and its creditors during a short period with the aim to maximize the value of its assets, avoid costs and additional negative effects.
In addition, responses by the Series 14 trustee and the Series 15 trustee were filed requesting the enforcement of liens and the appointment of a receiver as well as an urgent hearing, which was scheduled for September 24, 2020.
On September 25, 2020, the Court resolved that IDBD is insolvent and therefore it resolved to grant all three orders requested and accordingly, issued an order for the initiation of proceedings and liquidation of IDBD, and appointed a liquidator to IDBD and interim receivers over the Pledged DIC and Clal 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 and consequently it has derecognized the reserves disclosed in other comprehensive income associated with said investments, recognizing a loss of Ps. 3,233 in the six-month period ended December 31, 2020.
Detailed below is the evolution of investments in subsidiaries, associates and joint ventures of the Company, for the six-month period ended December 31, 2020 and for the year ended June 30, 2020:
| 12.31.2020 | 06.30.2020 | |
|---|---|---|
| Beginning of period / year | 79,413 | 68,101 |
| Adjustments<br>of previous periods (IFRS 16 and IAS 28) | - | (1,565) |
| Share<br>of (loss) / profit | (950) | 12,929 |
| Other<br>comprehensive loss | (2,772) | (1,180) |
| Capital<br>contributions (Note 21) | 2,327 | 2,634 |
| Changes<br>in non-controlling interest | 410 | 570 |
| Dividends | (8,125) | (709) |
| Sale<br>of interest | (1,175) | (1,250) |
| Other<br>changes in subsidiaries’ equity | 5,841 | (117) |
| End<br>of the period / year | 74,969 | 79,413 |
(i)
Includes Ps. (241) reflecting interests in companies with negative equity as of June 30, 2020, which are disclosed in “Provisions” (see Note 16).
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IRSA Inversiones y Representaciones Sociedad Anónima
| Name of the entity | % ownership interest | Company´s interest in equity | Company’s interest in comprehensive income | |||
|---|---|---|---|---|---|---|
| 12.31.2020 | 06.30.2020 | 12.31.2020 | 06.30.2020 | 12.31.2020 | 12.31.2019 | |
| Subsidiaries | ||||||
| IRSA<br>CP | 78.07% | 79.27% | 62,326 | 68,451 | 3,208 | 148 |
| Tyrus | 100.00% | 100.00% | 3,028 | (241) | (5,363) | (2,585) |
| Efanur | 100.00% | 100.00% | 2,312 | 2,503 | (192) | 263 |
| Ritelco<br>S.A. | 100.00% | 100.00% | 849 | 2,214 | (1,325) | (53) |
| Inversora<br>Bolívar S.A. | 95.13% | 95.13% | 1,093 | 1,071 | 21 | (283) |
| ECLSA | 96.74% | 96.74% | 1,609 | 1,514 | 96 | (283) |
| Palermo<br>Invest S.A. | 97.00% | 97.00% | 564 | 541 | 24 | (274) |
| NFSA | 76.34% | 76.34% | 431 | 488 | (58) | 25 |
| Llao<br>Llao Resort S.A. | 50.00% | 50.00% | 401 | 412 | (11) | (5) |
| HASAU | 100.00% | 100.00% | 269 | 314 | (62) | 14 |
| Liveck<br>S.A. | 9.30% | 9.30% | 65 | 64 | (1) | (1) |
| Associates | ||||||
| BHSA<br>(1) (2) | 4.93% | 4.93% | 806 | 779 | 27 | (223) |
| Manibil<br>S.A. | 49.00% | 49.00% | 623 | 638 | (15) | - |
| BACS<br>(2) | 33.36% | 33.36% | 387 | 388 | (1) | (9) |
| Joint ventures | ||||||
| IRSA<br>- Galerías Pacífico S.A. - U.T. | 50.00% | 50.00% | 151 | 225 | (74) | 92 |
| Cyrsa<br>S.A. | 50.00% | 50.00% | 55 | 52 | 4 | 1 |
| Total subsidiaries, associates and joint ventures | 74,969 | 79,413 | (3,722) | (3,173) | ||
| Latest financial statements issued | ||||||
| --- | --- | --- | --- | --- | --- | --- |
| Name of the entity | Location of business / Country of incorporation | Main activity | Common shares 1 vote | Share capital (nominal value) | Profit / (loss) for the period | Shareholders’ equity |
| Subsidiaries | ||||||
| IRSA<br>CP | Argentina | Real<br>estate | 99,894,541 | 126 | 4,761 | 80,117 |
| Tyrus | Uruguay | Investment | 16,025,861,475 | 7,480 | (2,308) | 3,029 |
| Efanur | Uruguay | Investment | 132,181,770 | 131 | (183) | 2,312 |
| Ritelco<br>S.A. | Uruguay | Investment | 94,369,151 | 94 | (1,333) | 849 |
| Inversora<br>Bolívar S.A. | Argentina | Investment | 88,422,547 | 93 | 19 | 1,149 |
| ECLSA | Argentina | Investment | 77,316,130 | 80 | 97 | 1,659 |
| Palermo<br>Invest S.A. | Argentina | Investment | 155,953,673 | 161 | 25 | 895 |
| NFSA | Argentina | Hotel | 38,068,999 | 50 | (84) | 737 |
| Llao<br>Llao Resort S.A. | Argentina | Hotel | 73,580,206 | 147 | (22) | 801 |
| HASAU | Argentina | Hotel | 25,625,473 | 26 | (63) | 265 |
| Liveck<br>S.A. | Uruguay | Investment | 41,855,579 | 415 | (13) | 420 |
| Associates | ||||||
| BHSA<br>(1) (2) | Argentina | Financial | 73,939,835 | 1,500 | 539 | 16,342 |
| Manibil<br>S.A. | Argentina | Real<br>estate | 151,872,872 | 444 | (30) | 1,272 |
| BACS<br>(2) | Argentina | Financial | 29,297,626 | 88 | (3) | 1,161 |
| Joint ventures | ||||||
| IRSA<br>- Galerías Pacífico S.A. - U.T. | Argentina | Hotel | 500,000 | 1 | (147) | 303 |
| Cyrsa<br>S.A. | Argentina | Real<br>estate | 8,748,270 | 17 | 7 | 110 |
(1)
Considered significant. See Notes 7 and 8 to the Annual Consolidated Financial Statements. Preliminary information as of December 31, 2020 according to BCRA's standards. For the purpose of the valuation of the investments in the Company, figures as of December 31, 2020 have been considered, with the necessary IFRS adjustments. Share market price of Banco Hipotecario S.A as of December 31, 2020 amounts to Ps. 9,37. See Note 8 to the Consolidated Financial Statements as of June 30, 2020.
(2)
As mentioned in note 4 G. to the Consolidated Financial Statements, the Company, on December 22, 2020, sold 217,332,873 shares, that represents the 49% of the capital stock of Manibil SA. The operation was completed in February 2021, so the Company leaves the character of shareholder of that Company from that moment.
7.
Investment properties
Changes in the Company’s investment properties for the six-month period ended December 31, 2020 and for the year ended June 30, 2020 were as follows:
| Period ended December 31, 2020 | Year ended June 30, 2020 | |||
|---|---|---|---|---|
| Rental properties | Undeveloped parcels of land | Total | Total | |
| Fair value at the beginning of the period / year | 4,231 | 24,458 | 28,689 | 17,835 |
| Net<br>gain from fair value adjustment | 685 | 3,958 | 4,643 | 10,854 |
| Fair value at the end of the period / year | 4,916 | 28,416 | 33,332 | 28,689 |
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IRSA Inversiones y Representaciones Sociedad Anónima
The following amounts have been recognized in the Statements of Comprehensive Income:
| 12.31.2020 | 12.31.2019 | |
|---|---|---|
| Sale,<br>rental and services´ income (Note 17) | 38 | 38 |
| Rental<br>and services´ costs (Note18) | 11 | 11 |
| Cost<br>of sales and developments (Note18) | 24 | 22 |
| Net<br>unrealized gain from fair value adjustment of investment<br>properties | 4,643 | 2,158 |
Valuation techniques are described in Note 9 to the Consolidated Financial Statements as of June 30, 2020. There were no changes to the valuation techniques.
8.
Property, plant and equipment
Changes in the Company’s property, plant and equipment for the six-month period ended December 31, 2020 and for the year ended June 30, 2020 were as follows:
| Period ended December 31, 2020 | Year ended June 30, 2020 | |||||
|---|---|---|---|---|---|---|
| Buildings and facilities | Furniture and fixtures | Machinery and equipment | Vehicles | Total | Total | |
| Costs | 224 | 62 | 215 | 5 | 506 | 505 |
| Accumulated<br>depreciation | (208) | (62) | (210) | (5) | (485) | (478) |
| Net book amount at the beginning of the period / year | 16 | - | 5 | - | 21 | 27 |
| Additions | - | 16 | 1 | - | 17 | 1 |
| Depreciation<br>(Note 18) | (1) | - | (3) | - | (4) | (7) |
| Balances at the end of the period / year | 15 | 16 | 3 | - | 34 | 21 |
| Costs | 224 | 78 | 216 | 5 | 523 | 506 |
| Accumulated<br>depreciation | (209) | (62) | (213) | (5) | (489) | (485) |
| Net book amount at the end of the period / year | 15 | 16 | 3 | - | 34 | 21 |
9.
Trading properties
Changes in the Company’s trading properties for the six-month period ended December 31, 2020 and for the year ended June 30, 2020 were as follows:
| Year ended June 30, 2020 | |||||
|---|---|---|---|---|---|
| Period ended December 31,<br>2020 | Ye | ||||
| --- | --- | --- | --- | --- | --- |
| Completed properties | Undevelopedproperties | Properties under development | Total | Total | |
| Beginning of the period / year | 88 | 975 | 643 | 1,706 | 3,717 |
| Additions | - | - | 175 | 175 | 1,950 |
| Capitalized finance costs | - | - | 256 | 256 | 111 |
| Disposals (Not 18) | - | (171) | (1,040) | (1,211) | (4,072) |
| End of the period / year | 88 | 804 | 34 | 926 | 1,706 |
| Non-current | 560 | 560 | |||
| Current | 366 | 1,146 | |||
| Total | 926 | 1,706 |
10.
Intangible assets
Changes in Company’s intangible assets for the six -month period ended December 31, 2020 and for the year ended June 30, 2020 were as follows:
| Period ended December 31, 2020 | Year ended June 30, 2020 | |||
|---|---|---|---|---|
| Computer<br>software | Future units to be received from barters | Total | Total | |
| Costs | 41 | 67 | 108 | 105 |
| Accumulated amortization | (22) | - | (22) | (18) |
| Net book amount at the beginning of the period / year | 19 | 67 | 86 | 87 |
| Additions | 2 | - | 2 | 3 |
| Amortization | (2) | - | (2) | (4) |
| Balances at the end of the period / year | 19 | 67 | 86 | 86 |
| Costs | 43 | 67 | 110 | 108 |
| Accumulated amortization | (24) | - | (24) | (22) |
| Net book amount at the end of the period / year | 19 | 67 | 86 | 86 |
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IRSA Inversiones y Representaciones Sociedad Anónima
11. Financial instruments by category
This note presents financial assets and financial liabilities by category of financial instrument and a reconciliation to the corresponding line item in the Statements of Financial Position, as appropriate. Financial assets and liabilities measured at fair value are assigned based on their different levels in the fair value hierarchy. For further information, related to fair value hierarchy see Note 13 to the Consolidated Financial Statements as of June 30, 2020.
Financial assets and financial liabilities as of December 31, 2020 and June 30, 2020 are as follows:
| Financial assets at amortized cost (i) | Financial assets at fair value through profit or loss | Subtotal financial assets | Non-financial assets | Total | ||
|---|---|---|---|---|---|---|
| Level 1 | Level 2 | |||||
| December 31, 2020 | ||||||
| Assets as per Statement of Financial Position | ||||||
| Trade and other receivables (excluding the allowance for doubtful<br>accounts and other receivables) (Note 12) | 1,195 | - | - | 1,195 | 783 | 1,978 |
| Investments in financial assets: | ||||||
| - Mutual funds (ii) | - | 9 | - | 9 | - | 9 |
| Cash and cash equivalents: | ||||||
| - Cash at bank and on hand | 54 | - | - | 54 | - | 54 |
| Total | 1,249 | 9 | - | 1,258 | 783 | 2,041 |
| Financial liabilities at amortized cost (i) | Financial liabilities at fair value through profit or<br>loss | Subtotal financial liabilities | Non-financial liabilities | Total | ||
| --- | --- | --- | --- | --- | --- | --- |
| Level 1 | Level 2 | |||||
| December 31, 2020 | ||||||
| Liabilities as per Statement of Financial Position | ||||||
| Trade and other payables (Note 13) | 810 | - | - | 810 | 689 | 1,499 |
| Derivative financial instruments: | ||||||
| - Foreign-currency future contracts | - | - | 17 | 17 | - | 17 |
| Borrowings (Note 14) | 27,833 | - | - | 27,833 | - | 27,833 |
| Total | 28,643 | - | 17 | 28,660 | 689 | 29,349 |
| Financial assets at amortized cost (i) | Financial assets at fair value through profit or loss | Subtotal financial assets | Non-financial assets | Total | ||
| --- | --- | --- | --- | --- | --- | --- |
| Level 1 | Level 2 | |||||
| June 30, 2020 | ||||||
| Assets as per Statement of Financial Position | ||||||
| Trade and other<br>receivables (excluding the allowance for doubtful accounts and<br>other receivables) (Note 12) | 2,072 | - | - | 2,072 | 624 | 2,696 |
| Investments in financial assets: | ||||||
| - Mutual funds (ii) | - | 323 | - | 323 | - | 323 |
| Derivative financial instruments: | ||||||
| - Swaps | - | - | 1 | 1 | - | 1 |
| Cash and cash equivalents: | ||||||
| - Cash at bank and on hand | 13 | - | - | 13 | - | 13 |
| - Short-term investments | 1,115 | 1,514 | - | 2,629 | - | 2,629 |
| Total | 3,200 | 1,837 | 1 | 5,038 | 624 | 5,662 |
| Financial liabilities at amortized cost (i) | Financial liabilities at fair value through profit or<br>loss | Subtotal financial liabilities | Non-financial liabilities | Total | ||
| --- | --- | --- | --- | --- | --- | |
| Level 2 | ||||||
| June 30, 2020 | ||||||
| Liabilities as per Statement of Financial Position | ||||||
| Trade and other payables (Note 13) | 736 | - | 736 | 787 | 1,523 | |
| Derivative financial instruments: | ||||||
| - Foreign-currency future contracts | - | 2 | 2 | - | 2 | |
| Borrowings (Note 14) | 37,921 | - | 37,921 | - | 37,921 | |
| Total | 38,657 | 2 | 38,659 | 787 | 39,446 |
(i)
The fair value of financial assets and liabilities at amortized cost does not differ significantly from their book value, except for borrowings (Note 14). The fair value of payables approximates their respective carrying amounts because, due to their short-term nature, the effect of discounting is not considered significant.
(ii)
See description of reprofiling of public debt instruments in Note 33 to the consolidated annual financial statements.
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IRSA Inversiones y Representaciones Sociedad Anónima
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 Company.
12. Trade and other receivables
Company’s trade and other receivables, as of December 31, 2020 and June 30, 2020 are comprised as follows:
| December 31, 2020 | June 30, 2020 | |
|---|---|---|
| Sales,<br>leases and services receivables | 324 | 1,049 |
| Less:<br>Allowance for doubtful accounts | (12) | (13) |
| Total trade receivables | 312 | 1,036 |
| Borrowings<br>granted, deposits and others | 722 | 848 |
| Advance<br>payments | 219 | 249 |
| Tax<br>credits | 537 | 353 |
| Prepaid<br>expenses | 6 | 16 |
| Long-term<br>incentive plan | 15 | 18 |
| Others | 155 | 163 |
| Total other receivables | 1,654 | 1,647 |
| Total trade and other receivables | 1,966 | 2,683 |
| Non-current | 1,120 | 675 |
| Current | 846 | 2,008 |
| Total | 1,966 | 2,683 |
Movements on the Company’s allowance for doubtful accounts are as follows:
| December 31, 2020 | June 30, 2020 | |
|---|---|---|
| Beginning of period /year | 13 | 43 |
| Additions | 6 | 5 |
| Disposals<br>/ Recoveries | (4) | (22) |
| Inflation<br>adjustment | (3) | (13) |
| End of the period / year | 12 | 13 |
The creation and release of the allowance for doubtful accounts have been included in “Selling expenses” in the Statements of Income (Note 18). Amounts charged to the allowance for doubtful accounts are generally written off, when there is no expectation of recovery.
13.
Trade and other payables
Company’s trade and other payables as of December 31, 2020 and June 30, 2020 were as follows:
| December 31, 2020 | June 30, 2020 | |
|---|---|---|
| Customers´<br>advances | 682 | 775 |
| Trade<br>payables | 637 | 605 |
| Accrued<br>invoices | 133 | 115 |
| Tenant<br>deposits | 1 | 1 |
| Total trade payables | 1,453 | 1,496 |
| Director´s<br>fees | 23 | - |
| Long-term<br>incentive plan | 13 | 16 |
| Tax<br>amnesty plans | 1 | 2 |
| Other<br>tax payables | 5 | 9 |
| Other | 4 | - |
| Total other payables | 46 | 27 |
| Total trade and other payables | 1,499 | 1,523 |
| Non-current | 5 | 92 |
| Current | 1,494 | 1,431 |
| Total | 1,499 | 1,523 |
- Borrowings
Company’s borrowings as of December 31, 2020 and June 30, 2020 are comprised as follows:
49
IRSA Inversiones y Representaciones Sociedad Anónima
| Book value as of 12.31.2020 | Book value as of 06.30.2020 | Fair value as of 12.31.2020 | Fair value as of 06.30.2020 | |
|---|---|---|---|---|
| NCN | 14,141 | 26,463 | 14,257 | 26,680 |
| Bank<br>loans | 1,457 | 1,726 | 1,457 | 1,726 |
| Related<br>parties (Note 21) | 9,995 | 8,500 | 9,995 | 8,578 |
| Bank<br>overdrafts | 2,240 | 1,232 | 2,240 | 1,232 |
| Total borrowings | 27,833 | 37,921 | 27,949 | 38,216 |
| Non-current | 17,965 | 4,697 | ||
| Current | 9,868 | 33,224 | ||
| Total | 27,833 | 37,921 |
- Currents and deferred income tax
The charge for the Company’s income tax is comprised as follows:
| 12.31.2020 | 12.31.2019 | |
|---|---|---|
| Deferred<br>income tax | (2,409) | (662) |
| Income<br>MPIT | - | (180) |
| Income tax | (2,409) | (842) |
Below is a reconciliation between income tax recognized and the amount which would arise from applying the prevailing tax rate on profit before income tax for the six-month periods ended December 31, 2020 and 2019:
| 12.31.2020 | 12.31.2019 | |
|---|---|---|
| Net income at tax<br>rate (i) | (909) | 581 |
| Permanent differences: | ||
| Share<br>of profit of subsidiaries, associates and joint<br>ventures | (487) | 37 |
| Income<br>tax rate differential | 280 | (117) |
| Difference<br>between provision and tax return | 65 | 37 |
| Tax<br>loss carryfowards´ allowance | (1,120) | (1,502) |
| Inflation<br>adjustment for tax purposes | (1,779) | (1,756) |
| Inflation<br>adjustment | 1,506 | 2,069 |
| Non<br>deductible expenses and others | 35 | (11) |
| Income tax | (2,409) | (662) |
| Forecast<br>Income MPIT | - | (180) |
| Income tax | (2,409) | (842) |
(1) Income tax rate in effect in Argentina as of December 31, 2020 and 2019 was 30 %.
The gross movement on the deferred income tax account is the following:
| 12.31.2020 | 06.30.2020 | |
|---|---|---|
| Beginning of the period / year | (8,904) | (8,030) |
| Income<br>tax charge | (2,409) | (874) |
| End of the period / year | (11,313) | (8,904) |
Law No. 27,541 of solidarity and productive revival in the framework of Argentine public emergency, published on December 23, 2019 introduced some modifications to different taxes and the creation of the tax for an Inclusive Selfless Argentina (PAIS).
The main modifications affecting the Group in relation to income tax are the following:
1)
In the first and second fiscal year beginning after January 1, 2018 (namely, for the Group’s fiscal years beginning on July 1, 2019 and 2020), the gain or loss resulting from tax inflation adjustment will be charged by one sixth in the determination exercise and the remaining five sixths in the following fiscal years;
2)
The tax rate applicable to companies for the third fiscal year beginning after January 1, 2018 was increased from 25% to 30% (namely, for the Group’s fiscal years beginning on July 1, 2019)
- Provisions
50
IRSA Inversiones y Representaciones Sociedad Anónima
The table below presents the changes in the Company's provisions:
| Period ended December 31, 2020 | Year ended June 30, 2020 | |||
|---|---|---|---|---|
| Investments in subsidiaries, associates and joint<br>ventures | Labor, legal and other claims (i) | Total | Total | |
| Beginning of period / year | 241 | 94 | 335 | 73 |
| Additions | - | 29 | 29 | 296 |
| Decrease | (241) | (16) | (257) | (7) |
| Utilization | - | (10) | (10) | (1) |
| Inflation adjustment | - | (16) | (16) | (26) |
| End of period / year | - | 81 | 81 | 335 |
| Non current | 44 | 294 | ||
| Current | 37 | 41 | ||
| Total | 81 | 335 |
(i)
Additions and decreases are included in "Other operating results, net” (Note 19).
- Revenues
| 12.31.2020 | 12.31.2019 | |
|---|---|---|
| Sale<br>of trading properties | 2,044 | 1,734 |
| Rental<br>income, averaging of scheduled rental escalation and expense<br>reimbursements | 32 | 34 |
| Property<br>management fees | 6 | 4 |
| Sales, rental and services´ income | 2,082 | 1,772 |
- Expenses by nature
The Company discloses expenses in the Statements of Income and Other Comprehensive Income by function as part of the line items “Costs”, “General and administrative expenses” and “Selling expenses”. The following table provides additional disclosure regarding expenses by nature and their relationship to the function within the Company.
| Costs (i) | General and administrative expenses | Selling expenses | 12.31.2020 | 12.31.2019 | |
|---|---|---|---|---|---|
| Cost of sales of trading properties (Note 9) | 1,211 | - | - | 1,211 | 1,330 |
| Salaries, social security costs and other personnel<br>expenses | 2 | 118 | 2 | 122 | 144 |
| Taxes, rates and contributions | 14 | - | 44 | 58 | 95 |
| Fees and payments for services | 1 | 35 | 2 | 38 | 54 |
| Director´s fees (Note 21) | - | 50 | - | 50 | 86 |
| Maintenance, security, cleaning, repairs and others | 23 | 19 | - | 42 | 40 |
| Traveling, transportation and stationery expenses | - | 8 | - | 8 | 22 |
| Leases and services’ charges | 3 | 12 | - | 15 | 20 |
| Advertising and other selling expenses | - | - | 2 | 2 | 5 |
| Bank charges | - | 7 | - | 7 | 7 |
| Amortization and depreciation (Note 8 and 10) | 1 | 5 | - | 6 | 4 |
| Allowance for doubtful accounts (charge and recovery, net) (Note<br>12) | - | - | 2 | 2 | - |
| Total expenses by nature as of 12.31.2020 | 1,255 | 254 | 52 | 1,561 | - |
| Total expenses by nature as of 12.31.2019 | 1,373 | 326 | 108 | - | 1,807 |
(1)
For the six-month period ended December 31, 2020, includes Ps. 11 of rental and services costs and Ps. 1.244 of costs of sales and developments, of which Ps. 24 corresponds to investment properties and Ps. 1.220 to trading properties. For the six-month period ended December 31, 2019, includes Ps. 11 which correspond to rental and services costs; Ps. 1.362 to costs of sales and developments, of which Ps.32 corresponds to investment properties and Ps. 1.330 to trading properties.
- Other operating results, net
| 12.31.2020 | 12.31.2019 | |
|---|---|---|
| Lawsuits<br>and other contingencies (i) | (12) | (8) |
| Donations | (31) | (23) |
| Operating<br>interest expense | 4 | 5 |
| Others | 3 | 14 |
| Loss<br>of sale of subsidiaries, associates and joint ventures | (672) | (603) |
| Total other operating results, net | (708) | (615) |
(i)
Includes legal costs and expenses.
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IRSA Inversiones y Representaciones Sociedad Anónima
- Financial results, net
| 12.31.2020 | 12.31.2019 | |
|---|---|---|
| Interest<br>income | 21 | 35 |
| Total finance income | 21 | 35 |
| Interest<br>expense | (1,802) | (2,078) |
| Other<br>finance costs | (136) | (104) |
| Subtotal finance costs | (1,938) | (2,182) |
| Capitalized<br>finance costs | 256 | 87 |
| Total finance costs | (1,682) | (2,095) |
| Net<br>exchange difference | (541) | (1,952) |
| Net<br>gain from changes in fair value of financial assets | 1,915 | 195 |
| Loss<br>from derivative financial instruments, net | (43) | (87) |
| Loss<br>from repurchase of non-convertible notes | - | (1) |
| Other<br>financial results | (42) | - |
| Total other financial results | 1,289 | (1,845) |
| Inflation<br>adjustment | (104) | 255 |
| Total financial results, net | (476) | (3,650) |
- Related party transactions
The following is a summary of the balances with related parties as of December 31, 2020 and June 30, 2020:
| Item | December 31, 2020 | June 30, 2020 |
|---|---|---|
| Trade<br>and other receivables | 1,043 | 1,825 |
| Trade<br>and other payables | (1,151) | (1,263) |
| Borrowings | (9,995) | (8,500) |
| Total | (10,103) | (7,938) |
(1)
It includes AL GOLF Center S.A., Panamerican Mall S.A, Emprendimiento Recoleta S.A., Quality Invest S.A., Puerto Retiro, Arcos del Gourmet S.A., Inversora Bolívar S.A., y Nuevo Puerto Santa Fe.
(2)
It includes Consultores Asset Management S.A., Chacabuco 175 S.R.L. y Dolphin Fund Ltd.
52
IRSA Inversiones y Representaciones Sociedad Anónima
| Related party | December 31, 2020 | June 30, 2020 | Operation description | Item |
|---|---|---|---|---|
| Cresud | (1) | (1) | Long-term<br>incentive plan payable | Trade<br>and other payables |
| (769) | - | Non-Convertible<br>Notes | Borrowings | |
| (101) | (77) | Corporate<br>services payable | Trade<br>and other payables | |
| (16) | (3) | Reimbursement<br>of expenses payable | Trade<br>and other payables | |
| 4 | 5 | Leases<br>receivable | Trade<br>and other receivables | |
| (2) | (1) | Management<br>fee | Trade<br>and other payables | |
| Total parent company | (885) | (77) | ||
| IRSA<br>CP | (485) | (750) | Reimbursement<br>of expenses receivable | Trade<br>and other payables |
| 109 | 737 | Reimbursement<br>of expenses receivable | Trade<br>and other receivables | |
| (19) | (12) | Leases<br>and rights of use payable | Trade<br>and other payables | |
| (2,753) | (4,437) | Non-Convertible<br>Notes | Borrowings | |
| (5,445) | (3,131) | Loans<br>received | Borrowings | |
| (93) | (68) | Corporate<br>services payable | Trade<br>and other payables | |
| (12) | (15) | Long-term<br>incentive plan payable | Trade<br>and other payables | |
| (6) | (12) | Reimbursement<br>of expenses payable | Trade<br>and other payables | |
| - | (1) | Commissions | Trade<br>and other payables | |
| (9) | - | Leases<br>payable | Trade<br>and other payables | |
| (168) | (169) | Other<br>liabilities | Trade<br>and other payables | |
| Tyrus | 464 | 462 | Borrowings<br>granted | Trade<br>and other receivables |
| 1 | 1 | Reimbursement<br>of expenses receivable | Trade<br>and other receivables | |
| ECLSA | 194 | 323 | Borrowings<br>granted | Trade<br>and other receivables |
| 107 | 129 | Dividends<br>receivable | Trade<br>and other receivables | |
| Panamerican<br>Mall S.A. | 1 | 1 | Long-term<br>incentive plan receivable | Trade<br>and other receivables |
| Efanur | (117) | (117) | Loans<br>received | Borrowings |
| Torodur<br>S.A. | (593) | (492) | Non-Convertible<br>Notes | Borrowings |
| Ritelco<br>S.A. | (34) | (33) | Loans<br>received | Borrowings |
| NFSA | (35) | (38) | Loans<br>received | Borrowings |
| 14 | 6 | Management<br>fees receivables | Trade<br>and other receivables | |
| Fibesa<br>S.A. | 13 | 15 | Long-term<br>incentive plan receivable | Trade<br>and other receivables |
| (47) | - | Loans<br>received | Borrowings | |
| Real<br>Estate Investment Group VII LP | (29) | (29) | Loans<br>received | Borrowings |
| Palermo<br>Invest S.A. | 12 | 15 | Dividends<br>receivable | Trade<br>and other receivables |
| 1 | - | Contributions<br>to integrate | Trade<br>and other receivable | |
| 20 | 20 | Borrowings<br>granted | Trade<br>and other receivables | |
| HASAU | 2 | 2 | Hotel<br>services receivable | Trade<br>and other receivables |
| - | (34) | Loans<br>received | Borrowings | |
| Llao<br>Llao Resorts S.A. | 3 | 3 | Hotel<br>services receivable | Trade<br>and other receivables |
| - | 1 | Reimbursement<br>of expenses receivable | Trade<br>and other receivables | |
| New<br>Lipstick | 20 | 20 | Reimbursement<br>of expenses receivable | Trade<br>and other receivables |
| Lipstick<br>Management LLC | (94) | (92) | Loans<br>received | Borrowings |
| Cyrsa<br>S.A. | (32) | (33) | Loans<br>received | Borrowings |
| Inversora<br>Bolívar S.A. | 10 | 11 | Dividends<br>receivable | Trade<br>and other receivables |
| 13 | 1 | Contributions<br>to integrate | Trade<br>and other receivables | |
| 39 | 38 | Borrowings<br>granted | Trade<br>and other receivables | |
| Liveck<br>S.A. | 1 | - | Borrowings<br>granted | Trade<br>and other receivables |
| Banco<br>Hipotecario S.A | (1) | (1) | Leases<br>and rights of use payable | Trade<br>and other payables |
| IRSA<br>– Galerías Pacífico S.A. - U.T. | (126) | (151) | Other<br>liabilities | Trade<br>and other payables |
| Emprendimiento<br>Recoleta S.A | 1 | 1 | Long-term<br>incentive plan receivable | Trade<br>and other receivables |
| TGLT<br>S.A. | (84) | - | Other<br>liabilities | Trade<br>and other payables |
| Others<br>subsidiaries, associates and joint ventures (1) | 3 | 3 | Reimbursement<br>of expenses receivable | Trade<br>and other receivables |
| 1 | 1 | Long-term<br>incentive plan receivable | Trade<br>and other receivables | |
| Total subsidiaries, associates and joint ventures | (9,153) | (7,825) | ||
| Directors | (23) | - | Fees | Trade<br>and other payables |
| - | 6 | Advances<br>granted | Trade<br>and other receivables | |
| 5 | 5 | Borrowings<br>granted | Trade<br>and other receivables | |
| Total directors | (18) | 11 | ||
| Consultores<br>Asset Management S.A. | - | 16 | Reimbursement<br>of expenses receivable | Trade<br>and other receivables |
| BHN<br>Vida S.A. | - | (64) | Non-Convertible<br>Notes | Borrowings |
| - | 1 | Reimbursement<br>of expenses receivable | Trade<br>and other receivables | |
| (16) | - | Non-Convertible<br>Notes | Borrowings | |
| (5) | - | Reimbursement<br>of expenses payable | Trade<br>and other payables | |
| (31) | - | Surety | Borrowings | |
| 4 | - | Other<br>credits | Trade<br>and other receivables | |
| Estudio<br>Zang, Bergel y Viñes Abogados | - | (2) | Legal<br>Services | Trade<br>and other payables |
| Others<br>subsidiaries, associates and joint ventures (2) | 1 | 2 | Reimbursement<br>of expenses receivable | Trade<br>and other receivables |
| Total others | (47) | (47) | ||
| Total | (10,103) | (7,938) |
53
IRSA Inversiones y Representaciones Sociedad Anónima
The following is a summary of the results with related parties for the six-month period ended December 31, 2020 and 2019:
| Related party | December 31, 2020 | December 31, 2019 | Operation description |
|---|---|---|---|
| Cresud | 12 | 4 | Leases<br>and/or rights of use |
| (38) | - | Financial<br>operations | |
| (72) | (80) | Corporate<br>services | |
| Total parent company | (98) | (76) | |
| IRSA<br>CP | 482 | (671) | Financial<br>operations |
| (21) | (46) | Corporate<br>services | |
| (3) | - | Leases<br>and/or rights of use | |
| ECLSA | 4 | 27 | Financial<br>operations |
| Ritelco | - | (4) | Financial<br>operations |
| Efanur | (1) | (14) | Financial<br>operations |
| Tyrus | 6 | 56 | Financial<br>operations |
| Lipstick | 1 | (11) | Financial<br>operations |
| REIG<br>VII | - | (1) | Financial<br>operations |
| Torodur | (41) | (74) | Financial<br>operations |
| Palermo<br>Invest | - | (4) | Financial<br>operations |
| Others<br>subsidiaries, associates and joint ventures (1) | 7 | 5 | Fees |
| Total subsidiaries, associates and joint ventures | 434 | (737) | |
| Directors | (50) | (86) | Fees |
| Senior<br>Management | (4) | (5) | Fees |
| Total Directors and Senior Managment | (54) | (91) | |
| Fundación<br>IRSA | (9) | (18) | Donations |
| Museo<br>de los niños | (13) | - | Donations |
| Estudio<br>Zang, Bergel & Viñes | (8) | (4) | Fees |
| BHN<br>Vida S.A. | 3 | - | Financial<br>operations |
| Others<br>subsidiaries, associates and joint ventures (2) | 1 | 4 | Leases<br>and/or rights of use |
| (3) | (7) | Donations | |
| Total others | (29) | (25) | |
| Total at the end of the period | 253 | (929) |
(1)
It includes ECLASA, Nuevas Fronteras S.A., HASAU, e Inversora Bolívar S.A.
(2)
It includes Puerta 18, Austral Gold Argentina S.A., Hamonet S.A., y Consultores Asset Management S.A.
The following is a summary of the transactions with related parties without impact in results for the six-month period ended December 31, 2020 and 2019:
| Sociedad relacionada | December 31, 2020 | December 31, 2019 | Operation description |
|---|---|---|---|
| IRSA<br>CP | (8,125) | (241) | Dividends<br>distribution |
| Cresud | - | (438) | Dividends<br>distribution |
| Helmir<br>S.A. | - | (27) | Dividends<br>distribution |
| Total distribution of dividends | (8,125) | (706) | |
| Tyrus | (2,307) | (2,120) | Contributions<br>granted |
| HASAU | (17) | - | Contributions<br>granted |
| Liveck<br>S.A. | (3) | (105) | Contributions<br>granted |
| Manibil<br>S.A. | - | (22) | Contributions<br>granted |
| Total contributions to subsidiaries | (2,327) | (2,247) |
54
IRSA Inversiones y Representaciones Sociedad Anónima
- Foreign currency assets and liabilities
Book amounts of foreign currency assets and liabilities are as follows:
| Item (1) | Amount (2) | Foreign exchange rate (3) | Total as of 12.31.2020 | Total as of 06.30.2020 |
|---|---|---|---|---|
| Assets | ||||
| Trade and other receivables | ||||
| US<br>Dollar | 3.32 | 83.950 | 279 | 339 |
| Euros | 0.11 | 103.074 | 11 | 10 |
| Receivables<br>with related parties | ||||
| US<br>Dollar | 8.99 | 84.150 | 756 | 869 |
| Total<br>Trade and other receivables | 1,046 | 1,218 | ||
| Investments in financial assets | ||||
| US<br>Dollar | 0.11 | 83.950 | 9 | 9 |
| Total Investments in financial assets | 9 | 9 | ||
| Derivative financial instruments | ||||
| US<br>Dollar | - | - | - | 1 |
| Total Derivative financial instruments | - | 1 | ||
| Cash and cash equivalents | ||||
| US<br>Dollar | 0.63 | 83.950 | 53 | 11 |
| Total Cash and cash equivalents | 53 | 11 | ||
| Total Assets | 1,108 | 1,239 | ||
| Liabilities | ||||
| Trade and other payables | ||||
| US<br>Dollar | 0.29 | 84.150 | 24 | 128 |
| Payables with related parties | ||||
| US<br>Dollar | 3.20 | 84.150 | 270 | 173 |
| Total Trade and other payables | 294 | 301 | ||
| Lease liabilities | ||||
| US<br>Dollar | - | - | - | 1 |
| Total Lease liabilities | - | 1 | ||
| Borrowings | ||||
| US<br>Dollar | 180.40 | 84.150 | 15,181 | 27,888 |
| Borrowings with related parties | ||||
| US<br>Dollar | 52.43 | 84.150 | 4,412 | 8,386 |
| Total Borrowings | 19,593 | 36,274 | ||
| Total Liabilities | 19,887 | 36,576 |
(1)
Considering foreign currencies those that differ from Group’s functional currency at each period / year.
(2)
Expressed in millions of foreign currency.
(3)
Exchange rate as of December 31, 2020 according to Banco de la Nación Argentina records.
23.
CNV General Resolution N° 622/13
As required by Section 1°, Chapter III, Title IV of CNV General Resolution N° 622/13, below is a detail of the notes to the Unaudited Condensed Interim Separate Financial Statements that disclose the information required by the Resolution in Exhibits.
| Exhibit A - Property, plant and equipment | Note 7 Investment properties and Note 8 Property, plant and<br>equipment |
|---|---|
| Exhibit B - Intangible assets | Note 10 Intangible assets |
| Exhibit C - Equity investments | Note 6 Information about the main subsidiaries, associates and<br>joint ventures |
| Exhibit D - Other investments | Note 11 Financial instruments by category |
| Exhibit E - Provisions | Note 12 Trade and other receivables and Note 16<br>Provisions |
| Exhibit F - Cost of sales and services provided | Note 9 Trading properties and Note 18 Expenses by<br>nature |
| Exhibit G - Foreign currency assets and liabilities | Note 22 Foreign currency assets and liabilities |
55
IRSA Inversiones y Representaciones Sociedad Anónima
24.
CNV General Resolution N° 629/14 – Storage of documentation
On August 14, 2014, the CNV issued General Resolution N° 629 whereby it introduced amendments to rules related to storage and conservation of corporate books, accounting books and commercial documentation. In this sense, it should be noted that the Company has entrusted the storage of certain non-sensitive and old information to the following provider:
| Storage of documentation responsible | Location |
|---|---|
| Iron Mountain Argentina S.A. | Av. Amancio Alcorta 2482, Autonomous City of Buenos<br>Aires |
| Pedro de Mendoza 2143, Autonomous City of Buenos Aires | |
| Saraza 6135, Autonomous City of Buenos Aires | |
| Azara 1245, Autonomous City of Buenos Aires | |
| Polígono industrial Spegazzini, Autopista Ezeiza Km 45,<br>Cañuelas, Province of Buenos Aires | |
| Cañada de Gómez 3825, Autonomous City of Buenos<br>Aires |
It is further noted that a detailed list of all documentation held in custody by providers, as well as documentation required in section 5 a.3) of Section I, Chapter V, Title II of the CNV RULES (2013 as amended) are available at the registered office.
On February 5, 2014 there was a widely known accident in Iron Mountain’s warehouse. Such company is a supplier of the Company and Company’s documentation was being kept in the mentioned warehouse. Based on the internal review carried out by the Company, duly reported to the CNV on February 12, 2014, the information kept at the Iron Mountain premises that were on fire do not appear to be sensitive or capable of affecting normal operations.
25.
Economic context in which the Company operates
See Note 30 to the Unaudited Condensed Interim Consolidated Financial Statements.
26.
Subsequent events
Subsequent to the end of the period and until the issuance of the Condensed Interim Consolidated Separate Statements, no other relevant events have occurred that could significantly affect these Condensed Interim Separate Statements as of December 31, 2020.
56
IRSA Inversiones y Representaciones Sociedad Anónima
Information required by Section 68 of the Buenos Aires Stock Exchange Regulations and Section 12,
Chapter III, Title IV of the National Securities Commission Regulations
Statement of Financial Position as of December 31, 2020
(Stated in millions)
Free translation from the original prepared in Spanish for publication in Argentina
1.
Specific and significant systems that imply contingent lapsing or rebirth of benefits envisaged by such provisions.
None.
2.
Significant changes in the Company´s activities or other similar circumstances that occurred during the fiscal years included in the financial statements, which affect their comparison with financial statements filed in previous fiscal years, or that could affect those to be filed in future fiscal years.
See Note 2.3.
3.
Receivables and liabilities by maturity date.
| Items | Past due | Without term | Without term | To be due | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 12.31.20 | Current | Non-current | Up to 3 months | From 3 to 6 months | From 6 to 9 months | From 9 to 12 months | From 1 to 2 years | From 2 to 3 years | Total | ||
| Accounts receivables | Trade and other receivables | 50 | 361 | 7 | 274 | 33 | 37 | 91 | 1,113 | - | 1,966 |
| Total | 50 | 361 | 7 | 274 | 33 | 37 | 91 | 1,113 | - | 1,966 | |
| Liabilities | Trade and other payables | 401 | - | - | 305 | 6 | 4 | 778 | 5 | - | 1,499 |
| Borrowings | - | - | - | 3,168 | 4,893 | 520 | 1,287 | 10,012 | 7,953 | 27,833 | |
| Salaries and social security liabilities | 2 | 1 | - | - | - | - | - | - | - | 3 | |
| Provisions | - | 37 | 44 | - | - | - | - | - | - | 81 | |
| Total | 403 | 38 | 44 | 3,473 | 4,899 | 524 | 2,065 | 10,017 | 7,953 | 29,416 |
4.a.
Breakdown of accounts receivable and liabilities by maturity and currency.
| Current | Non-current | Totals | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Items | Local currency | Foreign currency | Total | Local currency | Foreign currency | Total | Local currency | Foreign currency | Total | |
| Accounts<br>receivables | Trade<br>and other receivables | 458 | 388 | 846 | 462 | 658 | 1,120 | 920 | 1,046 | 1,966 |
| Total | 458 | 388 | 846 | 462 | 658 | 1,120 | 920 | 1,046 | 1,966 | |
| Liabilities | Trade<br>and other payables | 1,200 | 294 | 1,494 | 5 | - | 5 | 1,205 | 294 | 1,499 |
| Borrowings | 3,863 | 6,005 | 9,868 | 4,377 | 13,588 | 17,965 | 8,240 | 19,593 | 27,833 | |
| Salaries<br>and social security liabilities | 3 | - | 3 | - | - | - | 3 | - | 3 | |
| Provisions | 37 | - | 37 | 44 | - | 44 | 81 | - | 81 | |
| Total | 5,103 | 6,299 | 11,402 | 4,426 | 13,588 | 18,014 | 9,529 | 19,887 | 29,416 |
57
IRSA Inversiones y Representaciones Sociedad Anónima
Information required by Section 68 of the Buenos Aires Stock Exchange Regulations and Section 12,
Chapter III, Title IV of the National Securities Commission Regulations
Statement of Financial Position as of December 31, 2020
(Stated in millions)
Free translation from the original prepared in Spanish for publication in Argentina
4.b.
Breakdown of accounts receivable and liabilities by adjustment clause.
On December 31, 2020 there are no receivables and liabilities subject to adjustment clause.
4.c.
Breakdown of accounts receivable and liabilities by interest clause
| Items | Current | Non-current | Accruing interest | Non-accuing interest | Total | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Accruing interest | Non-accruing interest (*) | Total | Accruing interest | Non-accruing interest (*) | Total | ||||||||
| Fixed rate | Floating rate | Fixed rate | Floating rate | Fixed rate | Floating rate | ||||||||
| Accounts receivables | Trade and other receivables | 269 | - | 577 | 846 | 658 | - | 462 | 1,120 | 927 | - | 1,039 | 1,966 |
| Total | 269 | - | 577 | 846 | 658 | - | 462 | 1,120 | 927 | - | 1,039 | 1,966 | |
| Liabilities | Trade and other payables | - | - | 1,494 | 1,494 | 1 | - | 4 | 5 | 1 | - | 1,498 | 1,499 |
| Borrowings | 9,858 | - | 10 | 9,868 | 17,965 | - | - | 17,965 | 27,823 | - | 10 | 27,833 | |
| Salaries and social security liabilities | - | - | 3 | 3 | - | - | - | - | - | - | 3 | 3 | |
| Provisions | - | - | 37 | 37 | - | - | 44 | 44 | - | - | 81 | 81 | |
| Total | 9,858 | - | 1,544 | 11,402 | 17,966 | - | 48 | 18,014 | 27,824 | - | 1,592 | 29,416 |
(*) Includes the balance as of 12.31.2020 of the interest payable corresponding to the loans.
58
RSA Inversiones y Representaciones Sociedad Anónima
Information required by Section 68 of the Buenos Aires Stock Exchange Regulations and Section 12,
Chapter III, Title IV of the National Securities Commission Regulations
Statement of Financial Position as of December 31, 2020
(Stated in millions)
Free translation from the original prepared in Spanish for publication in Argentina
5.
Related parties.
a.
Interest in related parties:
| Name<br>of the entity | %<br>ownership interest of the Group |
|---|---|
| Entity's<br>with direct ownership interest of IRSA: | |
| IRSA<br>CP | 79.27% |
| E-commerce<br>Latina S.A. | 96.74% |
| Efanur<br>S.A. | 100.00% |
| Hoteles Argentinos<br>S.A.U. | 100.00% |
| Inversora<br>Bolívar S.A. | 95.13% |
| Llao<br>Llao Resort S.A. | 50.00% |
| Nuevas<br>Fronteras S.A. | 76.34% |
| Palermo<br>Invest S.A. | 97.00% |
| Ritelco<br>S.A. | 100.00% |
| Tyrus<br>S.A. | 100.00% |
| Liveck<br>S.A. | 9.30% |
b.
Related parties debit/credit balances. See Note 21 to the Unaudited Condensed Interim Separate Financial Statements.
6.
Loans to Directors.
See Note 21 to the Unaudited Condensed Interim Separate Financial Statements.
7.
Physical inventory.
In view of the nature of the inventories, no physical inventories are performed and there are no slow turnover assets.
8.
Current values.
See Notes 7, 8 and 10 to the Unaudited Condensed Interim Separate Financial Statements.
9.
Appraisal revaluation of property, plant and equipment.
None.
10.
Obsolete unused property, plant and equipment.
None.
11.
Equity interest in other companies in excess of that permitted by section 31 of law N° 19,550.
None.
12.
Recovery values.
See Notes 6, 7, 8 and 10 to the Unaudited Condensed Interim Separate Financial Statements.
59
RSA Inversiones y Representaciones Sociedad Anónima
Information required by Section 68 of the Buenos Aires Stock Exchange Regulations and Section 12,
Chapter III, Title IV of the National Securities Commission Regulations
Statement of Financial Position as of December 31, 2020
(Stated in millions)
Free translation from the original prepared in Spanish for publication in Argentina
13.
Insurances.
Insured Assets.
| Real<br>Estate | Insured<br>amounts (1) | Accounting<br>values | Risk<br>covered |
|---|---|---|---|
| Bouchard<br>551 | 1 | 310 | All<br>operational risk with additional coverage and minor<br>risks |
| Libertador<br>498 | 3 | 228 | All<br>operational risk with additional coverage and minor<br>risks |
| Santa<br>María del Plata | 0.044 | 21,588 | All<br>operational risk with additional coverage and minor<br>risks |
| Abril<br>Manor House | 3 | 51 | All<br>operational risk with additional coverage and minor<br>risks |
| Catalinas<br>Norte Plot | 2 | 814 | All<br>operational risk with additional coverage and minor<br>risks |
| Subtotal | 9 | 22,991 |
(1)
The insured amounts are in US Dollars.
In our opinion, the above-described insurance policies cover current risks adequately.
14.
Allowances and provisions that, taken individually or as a whole, exceed 2% of the shareholder´s equity.
None.
15.
Contingent situations at the date of the financial statements which probabilities are not remote and the effects on the Company´s financial position have not been recognized.
Not applicable.
16.
Status of the proceedings leading to the capitalization of irrevocable contributions towards future subscriptions.
Not applicable.
17.
Unpaid accumulated dividends on preferred shares.
None.
18.
Restrictions on distributions of profits.
According to Argentine law, 5% of the profit of the year is separated to constitute legal reserves until they reach legal capped amounts (20% of total capital). These legal reserves are not available for dividend distribution.
In addition, according to CNV General Resolution N° 609/12, a special reserve was constituted which cannot be released to make distributions in cash or in kind. See Note 16 to the Consolidated Financial Statements at June 30, 2020.
IRSA NCN due 2019 and 2020 both contain certain customary covenants and restrictions, including, among others, limitations for the incurrence of additional indebtedness, restricted payments, disposal of assets, and entering into certain transactions with related companies. Restricted payments include restrictions on the payment of dividends.
Autonomous City of Buenos Aires, February 12, 2021.
60
Free translation from the original prepared in Spanish for publication in Argentina
REVIEW REPORT ON THE UNAUDITED CONDENSED INTERIM SEPARATE FINANCIAL STATEMENTS
To the Shareholders, President and Directors of
IRSA Inversiones y Representaciones Sociedad Anónima
Legal address: Carlos Della Paolera 261 - 9th floor
Autonomous City of Buenos Aires
Tax Registration Number: 30-52532274-9
Introduction
We have reviewed the accompanying unaudited condensed interim separate financial statements of IRSA Inversiones y Representaciones Sociedad Anónima (“the Company”), including the unaudited condensed interim separate statement of financial position at December 31, 2020, the unaudited condensed interim separate statements of income and other comprehensive income for the six-month period and three-month period ended December 31, 2020 and the interim separate statements of changes in shareholders’ equity and of cash flows for the six-month period then ended, and selected explanatory notes.
The balances and other information for the fiscal year ended on June 30, 2020 and its interim periods are an integral part of the financial statements mentioned above; therefore, they must be considered in connection with these financial statements.
Management’s responsibility
The Board of Directors of the Company is responsible for the preparation and presentation of these unaudited condensed interim separate financial statements in accordance with International Financial Reporting Standards, adopted by the Argentine Federation of Professional Councils in Economic Sciences (FACPCE) as professional accounting standards and included by the National Securities Commission (CNV) in its regulations, as approved by the International Accounting Standards Board (IASB), and is therefore responsible for the preparation and presentation of the unaudited condensed interim separate financial statements mentioned in the first paragraph, in accordance with International Accounting Standard 34 Interim Financial Information (IAS 34).
61
Free translation from the original prepared in Spanish for publication in Argentina
Scope of our review
Our review was limited to the application of the procedures established under International Standards on Review Engagements ISRE 2410 Review of Interim Financial Information Performed by the Independent Auditor of the Entity, adopted as a review standard in Argentina by Technical Pronouncement No. 33 of the FACPCE and approved by the International Auditing and Assurance Standards Board (IAASB). A review of interim financial information consists of inquiries of Company staff responsible for preparing the information included in the unaudited condensed interim separate financial statements and of analytical and other review procedures. This review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and, consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion on the separate statements of financial position, and the separate statements of income and other comprehensive income and of cash flows of the Company.
Conclusion
On the basis of our review, nothing has come to our attention that causes us to believe that the unaudited condensed interim separate financial statements mentioned in the first paragraph of this report have not been prepared, in all material respects, in accordance with International Accounting Standard 34 Interim Financial Reporting.
Report on compliance with current regulations
In accordance with current regulations, we report, in connection with IRSA Inversiones y Representaciones Sociedad Anónima, that:
a)
the unaudited condensed interim separate financial statements of IRSA Inversiones y Representaciones Sociedad Anónima have not been transcribed into the Inventory and Balance Sheet book and, except for the above mentioned situation, as regards those matters that are within our competence, they are in compliance with the provisions of the General Companies Law and pertinent resolutions of the National Securities Commission;
b)
the unaudited condensed interim separate financial statements of IRSA Inversiones y Representaciones Sociedad Anónima arise from accounting records carried in all formal aspects in accordance with legal requirements;
c)
we have read the additional information to the notes to the unaudited condensed interim separate financial statements required by section 12, Chapter III, Title IV of the rules of the National Securities Commission, on which we have no observations to make regarding matters that are within our competence;
62
Free translation from the original prepared in Spanish for publication in Argentina
d)
at December 31, 2020 the debt of IRSA Inversiones y Representaciones Sociedad Anónima accrued in favor of the Argentine Integrated Social Security System, as shown by the Company’s accounting records, amounted to ARS 343,613.02, which was not due at that date.
Autonomous City of Buenos Aires, February 12, 2021
| /s/<br>PRICE<br>WATERHOUSE & CO. S.R.L.<br>(Partner) | /s/<br>ABELOVICH, POLANO & ASOCIADOS S.R.L. (Partner) |
|---|---|
| Name<br>C.P.C.E.C.A.B.A.<br>V° 1 F° 17 Walter<br>Zablocky | Name C.P.C.E. C.A.B.A.<br>V. 134 F. 85 José Daniel<br>Abelovich |
| Title <br>Public<br>Accountant (UNLP) C.P.C.E.C.A.B.A. V. 340 F.<br>156 | Title<br>Public<br>Accountant (UBA) C.P.C.E.<br>C.A.B.A. V. 102 F. 191 |
63
IRSA Inversiones y Representaciones Sociedad Anónima
Summary as of December 31, 2020
I. Brief comment on the Company’s activities during the period, including references to significant events occurred after the end of the period.
Economic context in which the Group operates
The Group operates in a complex context both due to macroeconomic conditions, whose main variables have recently experienced strong volatility, as well as regulatory, social, and political conditions, both nationally and internationally.
The results from operations 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 strain of coronavirus (SARS-COV-2), which caused 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 measures to contain the spread of the virus, including imposing travel restrictions and closing borders, closing businesses deemed non-essential, instructing residents to practice social distancing, implementing quarantines, among other measures. The ongoing pandemic and these extraordinary government actions are affecting global economic activity, resulting in significant volatility in global financial markets.
On March 3, 2020, the first case of COVID-19 was registered in the country and until January 29, 2021, more than 1,900,000 cases of infections had been confirmed in Argentina, by virtue of which 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 cabotage 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.
This series of measures affected a large part of Argentine companies, which experienced a drop in their income and inconveniences in the payment chain. In this context, the Argentine government announced different measures aimed at alleviating the financial crisis of the companies affected by the COVID-19 pandemic. Likewise, it should be noted that, to the stagnation of the Argentine economy, a context of international crisis is added because of 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 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 are displayed:
●
In November 2020, the Monthly Economic Activity Estimator (“EMAE” in Spanish) reported by the National Institute of Statistics and Censuses (“INDEC” in Spanish), registered a variation of (3.7)% compared to the same month of 2019, and 1.4% compared to the previous month.
●
The annual inflation reached 36.1% in 2020. The survey on market expectations prepared by the 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% against the US dollar according to the wholesale average exchange rate of Argentine Nation Bank. Given the exchange restrictions in force since August 2019, as of December 31, 2020 there is an exchange gap of approximately 70% between the official price of the dollar and its price in parallel markets, which impacts the level of activity
64
IRSA Inversiones y Representaciones Sociedad Anónima
Summary as of December 31, 2020
in the economy and affects the level of reserves of the Central Bank of the Argentine Republic. Additionally, these exchange restrictions, or those that may be dictated in the future, could affect the Group's ability to access the Single Free Exchange Market (MULC in Spanish) to acquire the foreign exchange necessary to meet its financial obligations.
COVID-19 pandemic
As described above, the COVID-19 pandemic is adversely impacting both the global economy and the Argentine economy and the Group's business. The current estimated impacts of the COVID-19 pandemic on the Company as of the date of these financial statements are set out below:
●
As a consequence of the social, preventive and obligatory isolation, shopping malls throughout the country were closed since March 20, 2020, leaving exclusively those premises dedicated to items 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 opened in the City and Greater Buenos Aires. 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.
●
Given the closure of the shopping malls, the Group has decided to condone the billing and collection of the Insured Monthly Value until September 30, 2020, with some exceptions and to subsidize the collective promotion fund during the same period, prioritizing the long-term relationship with its tenants. Additionally, an increase in the delinquency rates of some tenants has been detected. As a result of the above, the impact on shopping malls is a 82.4% decrease in rental and service income 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 to the offices business, 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 hotels in the City of Buenos Aires and Llao Llao in the province of Río Negro have temporarily closed since the mandatory lockdown was decreed in March 2020, while the Intercontinental Hotel in the City of Buenos Aires has only worked under a plan of contingency and emergency. 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.
In financial matters, the maturity of IRSA Series I notes for a nominal value of USD 181.5 million 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 million and the issuance of two new series of Notes: Series VIII and Series IX for a nominal value of USD 31.7 million and USD 80.7 million (including USD 6.5 million 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 million (equivalent to USD 2.9 million) maturing on February 21, 2021, Class IV notes for a value USD 51.4 million nominal value due on May 21, 2021, Class VI notes for a nominal value of ARS 335 million (equivalent to USD 4.0 million) due July 21, 2021, Class VIII notes for a nominal value of USD 10.5 million (33% of the capital) maturing on November 12, 2021, bank
65
overdrafts for an equivalent of USD 27.6 million and other bank debt for USD 13.7 million. For its part, IRSA PC has bank debt maturities for the approximate sum of USD 24.6 million.
It is important to mention that IRSA has approved with IRSA PC a credit line for up to the sum of USD 180 million for 3 years, of which as of December 31, 2020 IRSA used approximately USD 62.6 million, 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 million.
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.
66
IRSA Inversiones y Representaciones Sociedad Anónima
Summary as of December 31, 2020
Consolidated Results
| (in millions of ARS) | IIQ 21 | IIQ 20 | YoY Var | 6M 21 | 6M 20 | YoY Var |
|---|---|---|---|---|---|---|
| Revenues | 3,160 | 5,921 | (46.6)% | 4,951 | 10,916 | (54.6)% |
| Net<br>gain from fair value adjustment of investment<br>properties | (798) | (854) | (6.6)% | (1,515) | (1,590) | (4.7)% |
| Profit from operations | (16,973) | (5,890) | 188.2% | 9,177 | 9,854 | (6.9)% |
| Depreciation<br>and amortization | 93 | 318 | (70.8)% | 229 | 318 | (28.0)% |
| EBITDA(1) | (16,880) | (5,572) | 202.9% | 9,406 | 10,172 | (7.5)% |
| Adjusted EBITDA(1) | 2,627 | 2,558 | 2.7% | 8,055 | 4,554 | 76.9% |
| Profit / (loss) for the period | (10,450) | (10,105) | 3.4% | (1,164) | 6,611 | (117.6)% |
| Attributable<br>to equity holders of the parent | (7,950) | (6,955) | 14.3% | -584 | (1,936) | (69.8)% |
| Attributable<br>to non-controlling interest | (2,500) | (3,150) | (20.6)% | -580 | 8,547 | (106.8)% |
(1)
See Point XIX: EBITDA Reconciliation
Company’s income decreased by 54.6% during the first half of fiscal year 2021 compared to the same period of 2020 mainly due to the impact of COVID-19 pandemic in our subsidiary IRSA CP Shopping Malls segment that straightly affected operations, while adjusted EBITDA increased 76.9% mainly explained by Sales and Developments segment whose adjusted EBITDA reached ARS 7,197 million because of Bouchard 710 and Boston Tower’s office sales made by IRSA CP. Rental segments Adjusted EBITDA reached ARS 1,341 million, ARS 864 million from the Shopping Malls segment, ARS 783 million from the Offices segment, and negative ARS 306 million from Hotels Segment, which represents a decrease of 74.5% compared to the same period of previous fiscal year.
The net result for the first half of fiscal year 2021 recorded a loss of ARS 1,164 million compared to a ARS 6,611 million gain in the same period of 2020, which implies a decrease of 117.6%. The profit from continuing operations shows a gain of ARS 5,956 million, compared to a loss of ARS 3,581 million in the same period of the previous fiscal year. This significant increase is explained by higher results from changes in the fair value of investment properties, partially offset by the decrease in income from the Shopping Malls segment of our subsidiary IRSA CP. On the other hand, the result of discontinued operations reflects a loss of ARS 7,120 million because of the deconsolidation of the investment in Israel as of September 30, 2020, explained by the operating result for the period and the loss due to the derecognition of remaining assets and associated reserves.
II. Shopping Malls (through our subsidiary IRSA Propiedades Comerciales S.A.)
During the first half of fiscal year 2021, our tenants’ sales reached ARS 27,497 million, 55.3% lower, in real terms, than in the same period of 2020. Compared to the immediately previous quarter (IQ21), there is an increase of 277% due to the reopening of 100% of the Company’s shopping centers in October 2020, that are operating with rigorous protocols.
Our portfolio’s leasable area totaled 333,460 sqm during the quarter, in line with the same period of previous fiscal year. 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%.
Shopping Malls’ Operating Indicators
| (in ARS million, except indicated) | IIQ 21 | IQ 21 | IVQ 20 | IIIQ 20 | IIQ 20 |
|---|---|---|---|---|---|
| Gross<br>leasable area (sqm) | 333,460 | 333,345 | 333,062 | 332,642 | 332,812 |
| Tenants’<br>sales (3 months cumulative) | 21,737 | 5,760 | 1,877 | 20,463 | 33,554 |
| Occupancy | 88.3% | 92.8% | 93.2% | 94.8% | 95.0% |
67
IRSA Inversiones y Representaciones Sociedad Anónima
Summary as of December 31, 2020
Shopping Malls’ Financial Indicators
| (in millions of ARS) | IIQ 21 | IIQ 20 | YoY Var | 6M 21 | 6M 20 | YoY Var |
|---|---|---|---|---|---|---|
| Revenues<br>from sales, leases, and services | 1,534 | 2,640 | (41.9)% | 1,943 | 4,961 | (60.8)% |
| Net<br>result from fair value adjustment on investment<br>properties | (6,073) | (3,223) | 88.4% | (4,762) | (2,554) | 86.5% |
| Result from operations | (5,064) | (1,334) | 279.6% | (3,966) | 984 | (503.0)% |
| Depreciation<br>and amortization | 21 | 57 | (63.2)% | 68 | 98 | -30.6% |
| EBITDA (1) | (5,043) | (1,277) | 294.9% | (3,898) | 1,082 | (460.3)% |
| Adjusted EBITDA (1) | 1,030 | 1,946 | (47.1)% | 864 | 3,636 | (76.2)% |
(1)
See Point XIX: EBITDA Reconciliation
Income from this segment decreased 60.8% during the first half of fiscal year 2021, compared with same period of previous fiscal year, mainly explained by the closure of operations due to COVID-19 from March 20 to October 14, 2020, date from which all the company’s shopping malls are operational.
Adjusted EBITDA recovered during the second quarter of the year given the impact of the malls’ reopening, reaching ARS 1,030 million, 47.1% below the same period in 2020, prior to the pandemic.
Operating data of our Shopping Malls
| Date of acquisition | Location | Gross Leasable Area (sqm)(1) | Stores | Occupancy (2) | IRSA CP Interest (3) | |
|---|---|---|---|---|---|---|
| Alto<br>Palermo | Dec-97 | City<br>of Buenos Aires | 18,655 | 135 | 96.8% | 100% |
| Abasto Shopping(4) | Nov-99 | City<br>of Buenos Aires | 36,794 | 162 | 97.1% | 100% |
| Alto<br>Avellaneda | Dec-97 | Province<br>of Buenos Aires | 38,800 | 126 | 67.6% | 100% |
| Alcorta<br>Shopping | Jun-97 | City<br>of Buenos Aires | 15,812 | 112 | 98.2% | 100% |
| Patio<br>Bullrich | Oct-98 | City<br>of Buenos Aires | 11,396 | 89 | 90.2% | 100% |
| Dot<br>Baires Shopping | May-09 | City<br>of Buenos Aires | 48,805 | 166 | 63.2% | 80% |
| Soleil | Jul-10 | Province<br>of Buenos Aires | 15,156 | 79 | 97.8% | 100% |
| Distrito<br>Arcos | Dec-14 | City<br>of Buenos Aires | 14,335 | 65 | 100.0% | 90.0% |
| Alto<br>Noa Shopping | Mar-95 | Salta | 19,313 | 85 | 99.7% | 100% |
| Alto Rosario Shopping(4) | Nov-04 | Santa<br>Fe | 33,682 | 139 | 94.9% | 100% |
| Mendoza<br>Plaza Shopping | Dec-94 | Mendoza | 43,123 | 127 | 96.9% | 100% |
| Córdoba<br>Shopping | Dec-06 | Córdoba | 15,357 | 104 | 95.5% | 100% |
| La<br>Ribera Shopping | Aug-11 | Santa<br>Fe | 10,530 | 70 | 96.5% | 50% |
| Alto<br>Comahue | Mar-15 | Neuquén | 11,702 | 95 | 92.2% | 99.95% |
| Patio Olmos(5) | Sep-07 | Córdoba | ||||
| Total | 333,460 | 1,554 | 88.3% |
(1) Corresponds to gross leasable area in each property. Excludes common areas and parking spaces.
(2) Calculated dividing occupied square meters by leasable area as of the last day of the fiscal period.
(3) Company’s effective interest in each of its business units.
(4) Excludes Museo de los Niños (3,732 square meters in Abasto and 1,261 square meters in Alto Rosario).
(5) IRSA CP owns the historic building of the Patio Olmos shopping mall in the Province of Córdoba, operated by a third party.
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IRSA Inversiones y Representaciones Sociedad Anónima
Summary as of December 31, 2020
Cumulative tenants’ sales as of December 31
| (per Shopping Mall in ARS million) | IIQ 21 | IIQ 20 | YoY Var | 6M 21 | 6M 20 | YoY Var |
|---|---|---|---|---|---|---|
| Alto<br>Palermo | 2,372 | 4,343 | (45.4)% | 2,514 | 7,813 | (67.8)% |
| Abasto<br>Shopping | 2,059 | 4,194 | (50.9)% | 2,164 | 7,791 | (72.2)% |
| Alto<br>Avellaneda | 1,528 | 3,813 | (59.9)% | 1,630 | 6,962 | (76.6)% |
| Alcorta<br>Shopping | 1,952 | 2,650 | (26.3)% | 1,971 | 4,616 | (57.3)% |
| Patio<br>Bullrich | 1,264 | 1,715 | (26.3)% | 1,451 | 3,043 | (52.3)% |
| Dot<br>Baires Shopping | 1,719 | 3,416 | (49.7)% | 1,811 | 6,077 | (70.2)% |
| Soleil | 1,289 | 1,714 | (24.8)% | 1,493 | 3,247 | (54.0)% |
| Distrito<br>Arcos | 1,736 | 1,989 | (12.7)% | 2,293 | 3,649 | (37.2)% |
| Alto<br>Noa Shopping | 1,183 | 1,322 | (10.5)% | 1,910 | 2,545 | (25.0)% |
| Alto<br>Rosario Shopping | 2,838 | 3,374 | (15.9)% | 4,208 | 6,167 | (31.8)% |
| Mendoza<br>Plaza Shopping | 2,157 | 2,288 | (5.7)% | 3,521 | 4,483 | (21.5)% |
| Córdoba<br>Shopping | 909 | 1,079 | (15.8)% | 1,472 | 1,938 | (24.0)% |
| La Ribera Shopping(2) | 323 | 647 | (50.1)% | 481 | 1,284 | (62.5)% |
| Alto<br>Comahue | 408 | 1,010 | (59.6)% | 578 | 1,899 | (69.6)% |
| Total | 21,737 | 33,554 | (35.2)% | 27,497 | 61,514 | (55.3)% |
(1) Through our joint venture Nuevo Puerto Santa Fe S.A.
Cumulative tenants’ sales per type of business (1)
| (per Type of Business. in ARS million) | IIQ 21 | IIQ 20 | YoY Var | 6M 21 | 6M 20 | YoY Var |
|---|---|---|---|---|---|---|
| Anchor<br>Store | 555 | 1,814 | (69.4)% | 979 | 3,294 | (70.3)% |
| Clothes<br>and Footwear | 13,518 | 19,579 | (31.0)% | 16,275 | 34,691 | (53.1)% |
| Entertainment | 45 | 662 | (93.2)% | 50 | 1,828 | (97.3)% |
| Home | 573 | 700 | (18.1)% | 721 | 1,249 | (42.3)% |
| Restaurant | 1,188 | 3,185 | (62.7)% | 1,672 | 6,597 | (74.7)% |
| Miscellaneous | 3,378 | 4,736 | (28.7)% | 4,448 | 8,232 | (46.0)% |
| Services | 222 | 342 | (35.1)% | 248 | 671 | (63.0)% |
| Electronic<br>appliances | 2,258 | 2,536 | (11.0)% | 3,104 | 4,952 | (37.3)% |
| Total | 21,737 | 33,554 | (35.2)% | 27,497 | 61,514 | (55.3)% |
Revenues from cumulative leases as of December 31
| (in ARS<br>million) | IIQ 21 | IIQ 20 | YoY Var | 6M 21 | 6M 20 | YoY Var |
|---|---|---|---|---|---|---|
| Base Rent (1) | 815 | 1,130 | (27.9)% | 887 | 2,294 | (61.3)% |
| Percentage<br>Rent | 393 | 886 | (55.6)% | 463 | 1,443 | (67.9)% |
| Total Rent | 1,208 | 2,016 | (40.1)% | 1,350 | 3,737 | (63.8)% |
| Revenues<br>from non-traditional advertising | 5 | 67 | (92.5)% | 42 | 129 | (67.4)% |
| Admission<br>rights | 164 | 328 | (50.0)% | 327 | 619 | (47.2)% |
| Fees | 27 | 31 | (12.9)% | 55 | 64 | (14.1)% |
| Parking | 5 | 124 | (96.0)% | 8 | 259 | (96.9)% |
| Commissions | 38 | 63 | (39.7)% | 70 | 125 | (44.0)% |
| Others | 87 | 11 | 709.1% | 91 | 28 | 240.7% |
| Subtotal (2) | 1,534 | 2,640 | (41.9)% | 1,943 | 4,961 | (60.8)% |
| Expenses<br>and Collective Promotion Funds | 627 | 997 | (37.1)% | 1,021 | 1,937 | (47.3)% |
| Total | 2,161 | 3,637 | (40.5)% | 2,964 | 6,898 | (57.0)% |
(1)
Includes Revenues from stands for ARS 63 million cumulative as of December 2020
(2)
Includes ARS 3.8 million from Patio Olmos.
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IRSA Inversiones y Representaciones Sociedad Anónima
Summary as of December 31, 2020
III. Offices
The corporate activity carried out remotely or virtual work that characterized this stage of confinement by COVID-19 brought with it a combination of lower demand, increased vacancy that reached, according to Cushman & Wakefield, 12.7%, increasing 17.6% when compared to the previous quarter, although with stable rental prices for premium offices in Buenos Aires at USD 27.4 / sqm.
Offices’ Operating Indicators
| IIQ 21 | IQ 21 | IVQ 20 | IIIQ 20 | IIQ 20 | |
|---|---|---|---|---|---|
| Leasable<br>area | 114,475 | 93,144 | 115,640 | 115,640 | 115,640 |
| Total<br>Occupancy | 75.6% | 83.7% | 86.1% | 87.0% | 88.7% |
| Class<br>A+ & A Occupancy | 79.5% | 91.6% | 93.0% | 93.9% | 97.1% |
| Class<br>B Occupancy | 56.7% | 53.6% | 52.4% | 53.2% | 47.5% |
| Rent<br>USD/sqm | 25.7 | 26.0 | 26.6 | 26.6 | 26.9 |
The total leasable area during the second quarter of fiscal year 2021 was 114,475 m2, with the “261 Della Paolera” building being added to the portfolio, offsetting the sqm sold by the company in the previous 2 quarters.
“261 Della Paolera” building consists of 35,000 sqm of GLA in 30 office floors and 316 parking lots in the “Catalinas” area of the City of Buenos Aires, one of the most premium for office development in Argentina. The company has 28,051 m2 corresponding to 24 floors and 256 parking spaces in the building. The building began operations on December 9, 2020, it is the headquarters of the Company, its subsidiary company IRSA CP and its controlling company CRESUD. The delivery of all the remaining floors is estimated for the third quarter of fiscal year 2021.
Portfolio average occupancy decreases compared to previous quarters reaching 75.6%, due to a higher vacancy in our premium portfolio (class A+&A), mainly motivated by the sale of Boston Tower which was 100% occupied, the exit of Falabella on Zetta Building and the incorporation of 261 Della Paolera building with an occupancy of 74.6%. Category B offices increased 3.1 bps their occupancy. The average rental price reached USD 25.7 per sqm, diminishing when compared to previous quarters.
Offices’ Financial Indicators
| (in ARS<br>million) | IIQ 21 | IIQ 20 | YoY Var | 6M 21 | 6M 21 | YoY Var |
|---|---|---|---|---|---|---|
| Revenues<br>from sales, leases and services | 516 | 715 | (27.8)% | 1,118 | 1,491 | (25.0)% |
| Net<br>gain from fair value adjustment on investment properties, PP&E<br>e inventories | (6,801) | (3,092) | 120.0% | 7,796 | 4,528 | 72.2% |
| Profit from operations | 6,452) | (2,574) | 150.7% | 8,558 | 5,679 | 50.7% |
| Depreciation<br>and amortization | 4 | 21 | (81.0)% | 21 | 29 | (27.6)% |
| EBITDA(1) | (6,448) | (2,553) | 152.6% | 8,579 | 5,708 | 50.3% |
| Adjusted EBITDA (1) | 353 | 539 | (34.5)% | 783 | 1,180 | (33.6)% |
(1)
See Point XIX: EBITDA Reconciliation
During the first half of fiscal year 2021, revenues from the offices segment decreased by 25.0% compared to the same period of 2020.
Adjusted EBITDA from this segment diminished 33.6% compared to the same period of the previous year due to the decrease in revenues related to the sale of offices floors, decrease in occupancy, and increase in commercial bonuses. Adjusted EBITDA margin was 70.0%, 9.1 bps higher than the same period of previous year.
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IRSA Inversiones y Representaciones Sociedad Anónima
Summary as of December 31, 2020
Below is information on our Office segment and other rental properties as of December 31, 2020.
| Offices & Others | Date of Acquisition | Gross Leasable Area (sqm)(1) | Occupancy (2) | IRSA CP’s Actual Interest | 6M 21 - Rental revenues (ARS thousand) |
|---|---|---|---|---|---|
| AAA & A Offices | |||||
| Republica<br>Building | Dec-14 | 19,885 | 76.6% | 100% | 237,415 |
| Boston<br>Tower | Dec-14 | - | - | - | 96,195 |
| Intercontinental Plaza(3) | Dec-14 | 2,979 | 100.0% | 100% | 66,583 |
| Bouchard<br>710 | Dec-14 | - | - | 100% | 34,557 |
| Dot<br>Building | Nov-06 | 11,242 | 77.1% | 80% | 111,423 |
| Zetta | May-19 | 32,173 | 84.7% | 80% | 377,599 |
| 261 Della Paolera – Catalinas<br>(5) | Dec-20 | 28,714 | 74.6% | 100% | 82,632 |
| Total AAA & A Offices | 94,993 | 79.5% | 1,006,404 | ||
| B Offices | |||||
| Suipacha<br>652/64 | Dec-14 | 11,465 | 31.2% | 100% | 22,119 |
| Philips | Jun-17 | 8,017 | 93.1% | 100% | 62,929 |
| Total B Buildings | 19,482 | 56.7% | 85,048 | ||
| Subtotal Offices | 114,475 | 75.6% | 1,091,452 | ||
| Other rental properties(4) | 23,496 | ||||
| Total Offices | 114,475 | 75.6% | 1,114,948 |
(1) Corresponds to the total leasable surface area of each property as of December 31, 2020. Excludes common areas and parking spaces.
(2) Calculated by dividing occupied square meters by leasable area as of December 31, 2020.
(3) We own 13.2% of the building that has 22,535 square meters of gross rental area.
(4) Includes all those properties that are not buildings intended for rent, but that are partially or fully rented (Philips Deposit, Anchorena 665, San Martin Plot and Libertador).
(5) Includes 664 square meters of leasable area of the basement.
IV. Hotels
Hotels segment has also been affected by the social, preventive, and mandatory isolation decreed by the Argentine government as of March 20, 2020, together with the closure of borders and the arrival of tourism. The Libertador hotel in the City of Buenos Aires and Llao Llao in the province of Río Negro have temporarily closed since that date, 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.
| (in millions of ARS) | IIQ 21 | IIQ 20 | YoY Var | 6M 21 | 6M 21 | YoY Var |
|---|---|---|---|---|---|---|
| Revenues | 112 | 945 | (88.1)% | 119 | 1,726 | (93.1)% |
| Profit from operations | (198) | 234 | (184.6)% | (410) | 328 | (225.0)% |
| Depreciation<br>and amortization | 52 | 73 | (28.8)% | 104 | 122 | (14.8)% |
| EBITDA | (146) | 307 | (147.6)% | (306) | 450 | (168.0)% |
During the first half of fiscal year 2021, Hotels segment recorded a decrease in revenues of 93.1% while the segment’s EBITDA reached ARS 306 million negative, a 168.0% decrease when compared to the same period of previous fiscal year.
The following chart shows certain information regarding our luxury hotels:
| Hotels | Date of Acquisition | IRSA’s Interest | Number of rooms |
|---|---|---|---|
| Intercontinental (1) | 11/01/1997 | 76.34% | 313 |
| --- | --- | --- | --- |
| Sheraton Libertador (2) | 03/01/1998 | 100.00% | 200 |
| Llao Llao (3) | 06/01/1997 | 50.00% | 205 |
| Total | - | - | 718 |
(1)
Through Nuevas Fronteras S.A. (Subsidiary of IRSA).
(2)
Through Hoteles Argentinos S.A.U.
(3)
Through Llao Llao Resorts S.A.
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IRSA Inversiones y Representaciones Sociedad Anónima
Summary as of December 31, 2020
Hotels’ operating and financial indicators
| IIQ 21 | IQ 21 | IVQ 20 | IIIQ 20 | IIQ 20 | |
|---|---|---|---|---|---|
| Average<br>Occupancy | 8.0% | 0.6% | 0.6% | 52.8% | 68.1% |
| Average<br>Rate per Room (USD/night) | 175 | 95 | 86 | 193 | 180 |
V. Sales and Developments
| (in millions of ARS) | IIQ 21 | IIQ 20 | YoY Var | 6M 21 | 6M 21 | YoY Var |
|---|---|---|---|---|---|---|
| Revenues | 315 | 533 | (40.9)% | 358 | 626 | (42.8)% |
| Net<br>gain from fair value adjustment on investment<br>properties | (5,073) | (2,274) | 123.1% | 6,167 | 3,463 | 78.1% |
| Profit from operations | (5,313) | (2,170) | 144.8% | 5,442 | 3,447 | 57.9% |
| Depreciation<br>and amortization | 3 | 4 | (25.0)% | 7 | 7 | - |
| Net<br>realized gain from fair value adjustment on investment<br>properties | 1,955 | - | - | 7,915 | - | - |
| Barter<br>Agreement results | - | 325 | (100.0)% | - | 325 | (100.0)% |
| EBITDA(1) | (5,310) | (2,166) | 145.2% | 5,449 | 3,454 | 57.8% |
| Adjusted EBITDA(1) | 1,718 | (217) | - | 7,197 | (334) | - |
(1)
See Point XIX: EBITDA Reconciliation
Revenues from the “Sales and Development” segment decreased 42.8% during the first half of fiscal year 2021 compared to the same period of previous year, due to a drop in Catalinas' revenue recognition because of a lesser work progress when compared to the same period of last fiscal year. Adjusted EBITDA of the segment was a ARS 7,197 million gain, mainly explained by the impact of the sales of Bouchard 710 and Boston Tower, compared to a ARS 334 million loss in the same period of fiscal year 2020.
| Investment Properties Sales – 6M2021 | |||||
|---|---|---|---|---|---|
| Office Buildings | Date | Floors | GLA | Price<br><br><br>(USD MM) | Price sqm<br><br><br>(USD) |
| Bouchard<br>710 – Total | Jul-2020 | 12 | 15,014 | 87.2 | 5,800 |
| Boston<br>Tower – Partial | Jul<br>& Aug-2020 | 6 | 7,482 | 41.4 | 5,530 |
| IQ21 Sales | 22,496 | 128.6 | |||
| Boston<br>Tower - Remaining | Nov-2020 | 7 | 7,158 | 42.0(1) | 5,710 |
| IIQ21 Sales | 7,158 | 42.0 |
(1) Includes the value of a retail store for USD 1.1 million.
VI. CAPEX (through our subsidiary IRSA Propiedades Comerciales S.A.)
Alto Palermo Expansion
We keep working on the expansion of Alto Palermo shopping mall, the shopping mall with the highest sales per square meter in our portfolio, that will add a gross leasable area of approximately 3,900 square meters and will consist in moving the food court to a third level by using the area of an adjacent building acquired in 2015. Work progress as of today is 71% and construction works are expected to be finished by August 2021.
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IRSA Inversiones y Representaciones Sociedad Anónima
Summary as of December 31, 2020
VII. International
Investment in Condor Hospitality Inc.
On July 19, 2019, Condor signed an agreement and merger plan with Nextpoint Hospitality Trust. As agreed, each Condor ordinary share, whose nominal value is USD 0.01 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 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 14, 2020, Condor signed an agreement with NexPoint Hospitality Trust (“NHT”) and some of its affiliates to resolve and settle all claims between them related to the 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. As of the date of these financial statements, the total compensation for breach of the contract has been collected.
As of the date of these financial statement presentation, the group owned 2,245,100 common shares and 325,752 preferred E shares.
VIII. Corporate
| (in millions of ARS) | IIQ 21 | IIQ 20 | YoY Var | 6M 21 | 6M 21 | YoY Var |
|---|---|---|---|---|---|---|
| Revenues | - | - | - | - | - | - |
| Loss from operations | (243) | (220) | 10.5% | (325) | (317) | 2.5% |
| Depreciation<br>and amortization | 1 | 1 | - | 2 | 3 | (33.3)% |
| EBITDA | (242) | (219) | 10.5% | (323) | (314) | 2.9% |
IX. Financial Operations and Others
Interest in Banco Hipotecario S.A. (“BHSA”)
BHSA is a leading bank in the mortgage lending industry, in which IRSA held an equity interest of 29.91% as of December 31, 2020. During the first half of fiscal year 2021, the investment in Banco Hipotecario generated a ARS 161 million gain compared to a ARS 1,352 million loss during the same period of 2020. For further information, visit http://www.cnv.gob.ar or http://www.hipotecario.com.ar.
X. EBITDA by Segment (ARS million)
| IIQ 21 | Shopping Malls | Offices | Sales and Developments | Hotels | International | Corporate | Others | Total |
|---|---|---|---|---|---|---|---|---|
| Profit / (loss) from operations | (3,966) | 8,558 | 5,442 | (410) | (3) | (325) | 473 | 9,769 |
| Depreciation<br>and amortization | 68 | 21 | 7 | 104 | - | 2 | 29 | 231 |
| EBITDA | (3,898) | 8,579 | 5,449 | (306) | (3) | (323) | 502 | 10,000 |
| IIQ 20 | Shopping Malls | Offices | Sales and Developments | Hotels | International | Corporate | Others | Total |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Profit / (loss) from operations | 984 | 5,679 | 3,447 | 328 | (75) | (317) | 244 | 10,290 |
| Depreciation<br>and amortization | 98 | 29 | 7 | 122 | 1 | 3 | 27 | 287 |
| EBITDA | 1,082 | 5,708 | 3,454 | 450 | (74) | (314) | 271 | 10,577 |
| EBITDA Var | (460.3)% | 50.3% | 57.8% | (168.0)% | (95.9)% | 2.9% | 85.2% | (5.5)% |
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IRSA Inversiones y Representaciones Sociedad Anónima
Summary as of December 31, 2020
XI. Reconciliation with Consolidated Statements of Income (ARS million)
Below is an explanation of the reconciliation of the company’s profit by segment with its Consolidated Statements of Income. The difference lies in the presence of joint ventures included in the segment but not in the Statements of Income.
| Total as per segment | Joint ventures* | Expenses and CPF | Elimination of inter-segment transactions | Total as per Statements of Income | |
|---|---|---|---|---|---|
| Revenues | 3,854 | (17) | 1,127 | (13) | 4,951 |
| Costs | (1,423) | 31 | (1,237) | - | (2,629) |
| Gross result | 2,431 | 14 | (110) | (13) | 2,322 |
| Net<br>loss 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) |
| Result from operations | 9,769 | (483) | (109) | - | 9,177 |
| Share<br>of loss of associates and joint ventures | (807) | 354 | - | - | (453) |
| Result before financial results and income tax | 8,962 | (129) | (109) | - | 8,724 |
*Includes Puerto Retiro, CYRSA, Nuevo Puerto Santa Fe and Quality (San Martín plot).
XII. Financial Debt and Other Indebtedness
The following table describes our total indebtedness as of December 31, 2020:
| Description | Currency | Amount (USD MM) (1) | Interest Rate | Maturity |
|---|---|---|---|---|
| Bank<br>overdrafts | ARS | 27.6 | Floating | <<br>360 days |
| Series<br>III NCN | ARS | 2.9 | Variable | Feb-21 |
| Series<br>IV NCN | USD | 51.4 | 7.0% | May-21 |
| Series<br>VI NCN | ARS | 4.0 | Floating | Jul-21 |
| Series<br>VII NCN | USD | 33.7 | 4.0% | Jan-22 |
| Series<br>V NCN | USD | 9.2 | 9.0% | May-22 |
| Series<br>IX NCN | USD | 80.7 | 10.0% | Mar-23 |
| Series<br>I NCN | USD | 3.1 | 10.0% | Mar-23 |
| Series<br>VIII NCN | USD | 31.7 | 10.0% | Nov-23 |
| Loan with IRSA CP(3) | ARS | 62.6 | - | Mar-22 |
| Other<br>debt | USD | 16.6 | - | Feb-22 |
| IRSA’s Total Debt | USD | 323.5 | ||
| Cash<br>& Cash Equivalents + Investments | USD | 0.7 | ||
| IRSA’s Net Debt | USD | 322.8 | ||
| Bank<br>loans and overdrafts | ARS | 24.6 | - | <<br>360 days |
| PAMSA<br>loan | USD | 25.2 | Fixed | Feb-23 |
| IRSA<br>CP NCN Class II | USD | 360.0 | 8.75% | Mar-23 |
| IRSA CP’s Total Debt | USD | 409.8 | ||
| Cash & Cash Equivalents + Investments<br>(2) | USD | 84.9 | ||
| Intercompany<br>Credit | ARS | 62.6 | ||
| IRSA CP’s Net Debt | USD | 262.3 |
(1)
Principal amount in USD (million) at an exchange rate of ARS 84.15/USD, without considering accrued interest or eliminations of balances with subsidiaries.
(2)
Includes Cash and cash equivalents, Investments in Current Financial Assets and related companies notes holding.
(3)
Includes amounts taken by IRSA and subsidiaries.
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IRSA Inversiones y Representaciones Sociedad Anónima
Summary as of December 31, 2020
XIII. Material and Subsequent Events
October 2019: General Ordinary and Extraordinary Shareholders’ Meeting
At the General Ordinary and Extraordinary Shareholders’ Meeting held on October 30, 2019, the following matters, inter alia, were resolved:
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Distribution of a dividend in kind for ARS 484 million in shares of IRSA Propiedades Comerciales, subsidiary of IRSA.
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Designation of board members.
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Compensations to the Board of Directors for the fiscal year ended June 30, 2020.
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Incentive plan for employees. management and directors to be integrated without premium for up to 1% of the Capital Stock.
November 2020: Dividend distribution announcement
The company announced that a dividend in the amount of ARS 484 million was made available to the Shareholders as of November 17, 2020 payable in shares of IRSA Propiedades Comerciales SA, according to the share price of that company as of October 23, 2020 that amounts to ARS 320 per share.
The Company paid the sum of 1,512,500 shares of IRSA Propiedades Comerciales S.A. at a ratio of 0.00261372304655 shares IRSA Propiedades Comerciales S.A. per IRSA share and 0.0261372304655 per IRSA ADR. The dividend was charged to the fiscal year ended June 30, 2020, and was paid to all shareholders who had such quality as of November 16, 2020 according to the record kept by Caja de Valores S.A.
November 2020: Notes Issuance – Exchange Offer Series I Notes
- BCRA “A” 7106 Communication
On November 12, 2020, the company carried out an exchange operation of its Series I Notes, for a nominal value of USD 181.5 million
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.
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Series VIII: Face Value of Existing Notes presented and accepted for the Exchange: approximately USD 104.3 million.
Nominal Value to be Issued: approximately USD 31.7 million.
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:
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A sum of money of approximately USD 72,6 million 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
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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
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IRSA Inversiones y Representaciones Sociedad Anónima
Summary as of December 31, 2020
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Series IX: Face Value of Existing Notes presented and accepted for the Exchange: approximately USD 74.2 million.
Nominal Value to be Issued (together with the Face Value to be issued as a result of the cash subscription): approximately USD 80.7 million.
Issuance Price: 100% nominal value.
Maturity Date: It will be March 1, 2023.
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.
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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:
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Expiration Date: It will be March 1, 2023.
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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.
December 2020: Headquarters Change
The Company has moved its headquarters from Moreno 877 Piso 24 CABA to Carlos Della Paolera 261 Piso 9 CABA.
December 2020: 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 SA, a company dedicated to real estate developments. The price for the sale of the shares amounts to ARS 576,974,387.50. The operation was completed in February 2021, for which the Company is no longer a shareholder of MANIBIL S.A.
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IRSA Inversiones y Representaciones Sociedad Anónima
Summary as of December 31, 2020
XIV. Summarized Comparative Consolidated Balance Sheet
| (in ARS<br>million) | 12.31.2020 | 06.30.2020 |
|---|---|---|
| Non-current<br>assets | 187,910 | 505,143 |
| Current<br>assets | 12,219 | 246,550 |
| Total assets | 200,129 | 751,693 |
| Capital<br>and reserves attributable to the equity holders of the<br>parent | 70,107 | 68,466 |
| Non-controlling<br>interest | 22,174 | 78,535 |
| Total shareholders’ equity | 92,281 | 147,001 |
| Non-current<br>liabilities | 85,457 | 432,848 |
| Current<br>liabilities | 22,391 | 171,844 |
| Total liabilities | 107,848 | 604,692 |
| Total liabilities and shareholders’ equity | 200,129 | 751,693 |
XV. Summarized Comparative Consolidated Income Statement
| (in ARS<br>million) | 12.31.2020 | 12.31.2019 |
|---|---|---|
| Profit from operations | 9,177 | 9,854 |
| Share<br>of profit of associates and joint ventures | (453) | (1,513) |
| Profit from operations before financing and taxation | 8,724 | 8,341 |
| Financial<br>income | 68 | 148 |
| Financial<br>cost | (3,167) | (3,912) |
| Other<br>financial results | 3,164 | (5,769) |
| Inflation<br>adjustment | 1,171 | 331 |
| Financial results, net | 1,236 | (9,202) |
| Profit / (loss) before income tax | 9,960 | (861) |
| Income<br>tax | (4,004) | (2,720) |
| Profit / (loss) for the period from continued<br>operations | 5,956 | (3,581) |
| Profit<br>from discontinued operations after taxes | (7,120) | 10,192 |
| (Loss) / Profit for the period | (1,164) | 6,611 |
| Other<br>comprehensive (loss) / income for the period | (8,145) | 10,060 |
| Total comprehensive (loss) / income for the period | (9,309) | 16,671 |
| Attributable<br>to: | ||
| Equity<br>holders of the parent | (3,356) | (5,314) |
| Non-controlling<br>interest | (5,953) | 21,985 |
XVI. Summary Comparative Consolidated Cash Flow
| (in ARS<br>million) | 12.31.2020 | 12.31.2019 |
|---|---|---|
| Net<br>cash generated from operating activities | 4,403 | 22,844 |
| Net<br>cash generated from investing activities | 51,381 | 18,815 |
| Net<br>cash used in financing activities | (39,357) | (62,336) |
| Net increase / (decrease) in cash and cash equivalents | 16,427 | (20,677) |
| Cash<br>and cash equivalents at beginning of year | 108,294 | 103,600 |
| Cash<br>and cash equivalents reclassified to held for sale | - | (711) |
| Subsidiaries<br>deconsolidation | (115,963) | - |
| Foreign<br>exchange gain on cash and changes in fair value of cash<br>equivalents | (7,153) | 5,943 |
| Cash and cash equivalents at period-end | 1,605 | 88,155 |
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IRSA Inversiones y Representaciones Sociedad Anónima
Summary as of December 31, 2020
XVII. Comparative Ratios
| (in ARS<br>million) | 12.31.2020 | 12.31.2019 | ||
|---|---|---|---|---|
| Liquidity | ||||
| CURRENT<br>ASSETS | 12,219 | 0.55 | 242,612 | 1.63 |
| CURRENT<br>LIABILITIES | 22,391 | 148,761 | ||
| Indebtedness | ||||
| TOTAL<br>LIABILITIES | 107,848 | 1.54 | 571,973 | 12.23 |
| SHAREHOLDERS’<br>EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT | 70,107 | 46,751 | ||
| Solvency | ||||
| SHAREHOLDERS’<br>EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT | 70,107 | 0.65 | 46,751 | 0.08 |
| TOTAL<br>LIABILITIES | 107,848 | 571,973 | ||
| Capital Assets | ||||
| NON-CURRENT<br>ASSETS | 187,910 | 0.94 | 440,172 | 0.64 |
| TOTAL<br>ASSETS | 200,129 | 682,785 |
XVIII. EBITDA Reconciliation
In this summary report we present EBITDA and Adjusted EBITDA. We define EBITDA as profit for the period excluding: (i) interest income, (ii) interest expense, (iii) income tax expense, and (iv) depreciation and amortization. We define Adjusted EBITDA as EBITDA minus (i) total financial results, net excluding interest expense, net (mainly foreign exchange differences, net gains/losses from derivative financial instruments; gains/losses of financial assets and liabilities at fair value through profit or loss; and other financial results, net) and minus (ii) share of profit of associates and joint ventures and minus (iii) net profit from fair value adjustment of investment properties, not realized.
EBITDA and Adjusted EBITDA are non-IFRS financial measures that do not have standardized meanings prescribed by IFRS. We present EBITDA and adjusted EBITDA because we believe they provide investors supplemental measures of our financial performance that may facilitate period-to-period comparisons on a consistent basis. Our management also uses EBITDA and Adjusted EBITDA from time to time, among other measures, for internal planning and performance measurement purposes. EBITDA and Adjusted EBITDA should not be construed as an alternative to profit from operations, as an indicator of operating performance or as an alternative to cash flow provided by operating activities, in each case, as determined in accordance with IFRS. EBITDA and Adjusted EBITDA, as calculated by us, may not be comparable to similarly titled measures reported by other companies. The table below presents a reconciliation of profit from operations to EBITDA and Adjusted EBITDA for the periods indicated:
| For the six-month period ended December 31 (in ARS<br>million) | ||
|---|---|---|
| 2020 | 2019 | |
| Profit<br>for the period | (1,164) | 6,611 |
| (Loss)<br>/ Profit from discontinued operations | 7,120 | (10,192) |
| Interest<br>income | (48) | (144) |
| Interest<br>expense | 3,026 | 3,722 |
| Income<br>tax | 4,004 | 2,720 |
| Depreciation<br>and amortization | 229 | 318 |
| EBITDA (unaudited) | 13,167 | 3,035 |
| Unrealized<br>net gain from fair value adjustment of investment<br>properties | (1,351) | (5,293) |
| Barter<br>agreements results | - | (325) |
| Share<br>of profit of associates and joint ventures | 453 | 1,513 |
| Dividends<br>earned | (20) | (4) |
| Foreign<br>exchange differences net | 28 | 5,587 |
| (Gain)<br>/ loss from derivative financial instruments | 314 | 109 |
| Fair<br>value gains of financial assets and liabilities at fair value<br>through profit or loss | (3,767) | 159 |
| Inflation<br>adjustment | (1,171) | (331) |
| Other<br>financial costs/income | 402 | 104 |
| Adjusted EBITDA (unaudited) | 8,055 | 4,554 |
| Adjusted EBITDA Margin (unaudited)(1) | 162.69% | 41.72% |
(1) Adjusted EBITDA margin is calculated as Adjusted EBITDA, divided by revenue from sales, rents and services.
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IRSA Inversiones y Representaciones Sociedad Anónima
Summary as of December 31, 2020
XIX. Brief comment on prospects for the Fiscal Year
The year 2021 is projected as a great challenge for the company. The COVID-19 pandemic, which originated in China and subsequently spread to numerous countries, including Argentina, continues to adversely impact both the global economy and the local economy.
As is public knowledge and was mentioned at the beginning of this informative review, as a consequence of the social, preventive and compulsory lockdown, shopping malls throughout the country were closed since March 20, 2020, leaving open exclusively those stores dedicated to essential activities such as pharmacies, supermarkets and banks. This had a significant impact on the revenues of this segment in the last two quarters and will have it in the next quarter since the company's shopping malls opened 100% in mid-October and are working under rigorous protocols that include social distancing, reduced traffic and hours, access controls, among other safety and hygiene measures. The office segment operated normally during the confinement period
The hotel segment has also been affected by social, preventive and mandatory lockdown from March until the end of 2020 when the company's 3 hotels opened their doors with rigorous protocols. In the month of December 2020 and later, a recovery in hotel occupancy could be evidenced, mainly at our Llao Llao resort, due to the rise in domestic tourism.
Looking ahead to the next quarter, we will continue working on reducing and make the cost structure more efficient, hoping that the activity of shopping malls will evolve in line with the economic recovery. To date, although it is too early to evaluate a performance of the activity, we can perceive a gradual recovery in sales in our shopping malls, although progressive. Regarding hotels, we expect the company's 3 hotels to gradually recover their activity in the coming months and complete it with the regularization of air flows.
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, repurchase of shares and instruments similar to those described that are useful for the proposed objectives. All this as it was described in the Annual Report of the Company corresponding to the fiscal year ending June 30, 2020.
The Company keeps its commitment to preserve the health and well-being of its clients, employees, tenants and the entire population, constantly reassessing its decisions in accordance with the evolution of events, the regulations that are issued and the guidelines of the competent authorities.
| IRSA Inversiones y Representaciones Sociedad<br>Anónima | ||
|---|---|---|
| Date | By: | /s/ <br>Saúl<br>Zang |
| Name <br>Saúl<br>Zang | ||
| Title <br>First<br>Vice-Chairman |
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