United States
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF
1934
For the month of March 2025
Commission File Number 001-13542
IRSA Inversiones y Representaciones Sociedad
Anónima
(Exact name of registrant as specified in its charter)
IRSA Investments and Representations Inc.
(Translation of registrant’s name into English)
Carlos Della Paolera 261
(C1001ADA)
Ciudad Autónoma de Buenos Aires, Argentina
(Address of principal executive office)
Indicate by check
mark whether the registrant files or will file annual reports under
cover of Form 20-F or Form 40-F. Form 20-F ☒ Form 40-F ☐
Indicate by check
mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1): ____
Note: Regulation S-T Rule 101(b)(1) only
permits the submission in paper of a Form 6-K if submitted solely
to provide an attached Form 6-K to security holders.
Indicate by check
mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7): ____
Note: Regulation S-T Rule 101(b)(7) only
permits the submission in paper of a Form 6-K if submitted to
furnish a report or other document that the registrant foreign
private issuer must furnish and make public under the laws of the
jurisdiction in which the registrant is incorporated, domiciled or
legally organized (the registrant’s “home
country”), or under the rules of the home country exchange on
which the registrant’s securities are traded, as long as the
report or other document is not a press release, is not required to
be and has not been distributed to the registrant’s security
holders, and, if discussing a material event, has already been the
subject of a Form 6-K submission or other Commission filing on
EDGAR.
IRSA
Inversiones y Representaciones Sociedad Anónima
(“IRSA,” the “Company,” “we,”
“our” or “us”) is filing this report on
Form 6-K (this “Form 6-K”) pursuant to Financial
Reporting Manual of the U.S. Securities and Exchange Commission
(“SEC”), Rule 6220.6, which requires that if financial
information reporting revenues and income for an annual or interim
period more current than otherwise required by Item 8 of Form 20-F
is made available to shareholders, exchanges, or others in any
jurisdiction, that information should be included in a registration
statement. Pursuant to such rule, we are filing as Exhibit 99.1 to
this Form 6-K our unaudited condensed interim consolidated
financial statements as of December 31, 2024 and for the six-month
periods ended December 31, 2024 and 2023. Our audited consolidated
financial statements as of June 30, 2024 and 2023 and for the
fiscal years ended June 30, 2024, 2023 and 2022 (the “Audited Consolidated Financial
Statements”), as filed with our annual report on Form
20-F filed with the SEC on October 23, 2024 (the “Annual
Report”), have not been further restated as of the measuring
unit current as of December 31, 2024, pursuant to SEC Financial
Reporting Manual, Rule 6720.5, which provides that if interim
financial information more current than otherwise required by SEC
rules is included in a registration statement solely to comply with
Instruction 3 to Item 8.A.5 of Form 20-F, it is not required that
prior periods be restated. This Form 6-K should be read in
conjunction with our Annual Report.
DISCLAIMER
ON FORWARD-LOOKING STATEMENTS
This
report on Form 6-K contains statements that constitute estimates
and forward-looking statements. The words “believe,”
“will,” “may,” “may have,”
“would,” “estimate,”
“continues,” “anticipates,”
“intends,” “should,” “plans,”
“expects,” “predicts,”
“potential,” “seek” and similar words or
phrases, or the negative of these terms or other similar
expressions, are intended to identify estimates and forward-looking
statements. Some of these statements include statements regarding
our current intent, belief or expectations. While we consider these
expectations and assumptions to be reasonable, forward-looking
statements are subject to various risks and uncertainties, most of
which are difficult to predict and many of which are beyond our
control. Forward-looking statements are not guarantees of future
performance. Actual results may be substantially different from the
expectations described in the forward-looking statements.
Accordingly, investors should not place undue reliance on
forward-looking statements as a prediction of actual
results.
We have
based these forward-looking statements on our current beliefs,
expectations and assumptions about future events. While we consider
these expectations and assumptions to be reasonable, they are
inherently subject to significant risks and uncertainties, most of
which are difficult to predict and many of which are beyond our
control. The risks and uncertainties that may affect our
forward-looking statements include, among others, the
following:
●
changes in general
economic, financial, business, political, legal, social or other
conditions in Argentina, Latin America, other developed and/or
emerging markets;
●
the policies of the
current administration in Argentina, including the ability of the
current administration to foster economic growth, implement
business friendly policies and facilitate access to foreign capital
by Argentine companies;
●
changes in capital
markets in general that may affect policies or attitudes toward
lending to or investing in Argentina, including volatility in
domestic and international financial markets;
●
inflation and
interest rates;
●
fluctuations and
decreases in exchange rates relative to the Peso, Brazilian real,
and U.S. dollar against other currencies, as well as fluctuations
in prevailing interest rates in Argentina;
●
increases in
financing costs or our inability to obtain additional financing on
attractive terms, which may limit our ability to fund existing
operations and to finance new activities;
●
current and future
regulations and changes in law or in the interpretation by
courts;
●
price fluctuations
and the overall state of the real estate market;
●
political, civil
and armed conflicts;
●
risks related to
climate change;
●
impact of the
spread and variants of infectious diseases, including COVID-19, on
our business;
●
adverse legal or
regulatory disputes or proceedings;
●
fluctuations in the
aggregate principal amount of Argentine public debt outstanding and
any default on Argentina’s sovereign debt;
●
the impact on the
negotiation with the International Monetary Fund
(“IMF”) and the restructuring of Argentina’s
sovereign debt with the IMF;
●
governmental
intervention in the private sector and in the economy; including
through nationalization, expropriation, labor regulation, or other
acts;
●
restrictions on
transfer of foreign currencies and other exchange
controls;
●
increased
competition in the shopping mall sector, office or other commercial
properties and related industries;
●
our ability to
retain key members of our senior management, and our relationship
with our employees;
●
potential loss of
significant tenants at our shopping malls, offices or other
commercial properties;
●
the potential
reduction in office use as a result of the implementation of hybrid
work schemes combining remote and in-person work;
●
our ability to take
advantage of opportunities in the real estate market on a timely
basis;
●
restrictions on
energy supply or fluctuations in prices of utilities in the
Argentine market;
●
our ability to meet
our debt obligations;
●
shifts in consumer
purchasing habits and trends;
●
technological
changes and our potential inability to implement new
technologies;
●
threats of
cybersecurity breaches;
●
deterioration of
regional, national or global businesses and economic
conditions;
●
the integration of
any acquisitions and the failure to realize expected
synergies;
●
an increase and/or
creation of taxes;
●
changes in current
regulations related to urban and commercial leases;
●
incidents of
government corruption that adversely impact the development of our
real estate projects; and
●
the risk factors
discussed under “Risk Factors.”
Forward-looking
statements refer only to the date of this report on Form 6-K, and
we undertake no obligation to update or revise any estimate or
forward-looking statement due to new information, future events, or
otherwise. Additional factors
or events affecting our business may emerge from time to time, and
we cannot predict all of these factors or events, nor can we assess
the future.
SELECTED
CONSOLIDATED FINANCIAL INFORMATION
The following table presents our selected
financial information as of December 31, 2024 and June 30, 2024 and
for the six-month periods ended December 31, 2024 and 2023. The
selected interim consolidated statement of income and other
comprehensive income data and the selected interim consolidated
statement of cash flow data for the six-month periods ended
December 31, 2024 and 2023 and the selected interim consolidated
statement of financial position data as of December 31, 2024 have
been prepared in accordance with IAS 34, Interim Financial
Reporting (“IAS
34”), as issued by the IASB and have been derived from
our unaudited condensed interim
consolidated financial statements as of December 31, 2024 and for
the six-month periods ended December 31, 2024 and 2023 (our
“Q2 Unaudited Condensed Interim Consolidated Financial
Statements”) included as an exhibit to this Form 6-K. The
results of our operations for the six-month period ended December
31, 2024 are not necessarily indicative of the results expected for
the full fiscal year ending June 30, 2025.
Our
Q2 Unaudited Condensed Interim Consolidated Financial Statements
and the selected financial information set forth below is presented
in the measuring unit current at the end of the reporting period as
of December 31, 2024 (the most recent period for which financial
statements were included in this Form 6-K).
You
should read the information below in conjunction with our Q2
Unaudited Condensed Interim Consolidated Financial Statements,
including the notes thereto.
Summarized Consolidated Financial and Other
Information
|
|
For the six-month period ended December 31,
|
|
|
|
|
|
|
CONSOLIDATED STATEMENT OF INCOME AND OTHER COMPREHENSIVE
INCOME
|
(in millions of USD) (i)
(ii)
|
|
|
Revenues
|
206
|
212,141
|
220,936
|
|
Costs
|
(79)
|
(81,207)
|
(71,331)
|
|
Gross
profit
|
127
|
130,934
|
149,605
|
|
Net
(loss) / gain from fair value adjustment of investment
properties
|
(226)
|
(233,073)
|
300,126
|
|
General and administrative
expenses
|
(27)
|
(28,299)
|
(31,509)
|
|
Selling
expenses
|
(9)
|
(9,688)
|
(12,468)
|
|
Other operating results,
net
|
(9)
|
(9,658)
|
(1,520)
|
|
(Loss) / profit from
operations
|
(145)
|
(149,784)
|
404,234
|
|
Share of profit of associates and joint
ventures
|
24
|
24,777
|
43,393
|
|
(Loss) / profit before financial
results and income
tax
|
(121)
|
(125,007)
|
447,627
|
|
Finance
income
|
2
|
1,615
|
10,383
|
|
Finance
costs
|
(24)
|
(25,224)
|
(32,901)
|
|
Other financial
results
|
64
|
66,196
|
(73,764)
|
|
Inflation
adjustment
|
7
|
6,999
|
67,525
|
|
Financial results,
net
|
48
|
49,586
|
(28,757)
|
|
(Loss) / profit before income
tax
|
(73)
|
(75,421)
|
418,870
|
|
Income tax expense
|
33
|
34,450
|
(112,666)
|
|
(Loss) / profit for the
period
|
(40)
|
(40,971)
|
306,204
|
|
|
|
|
|
|
(Loss) / Profit for the period attributable to:
|
|
|
|
|
Equity holders of the
parent
|
(39)
|
(39,773)
|
295,155
|
|
Non-controlling
interest
|
(1)
|
(1,198)
|
11,049
|
|
|
|
|
|
|
Total comprehensive (loss) / income attributable to:
|
|
|
|
|
Equity holders of the
parent
|
(40)
|
(40,790)
|
284,467
|
|
Non-controlling
interest
|
(1)
|
(1,585)
|
12,077
|
|
|
|
|
|
|
Other comprehensive loss:
|
|
|
|
|
Items that may be reclassified subsequently to profit or
loss:
|
|
|
|
|
Currency translation adjustment and other comprehensive loss
from subsidiaries and associates
|
(1)
|
(1,404)
|
(9,660)
|
|
Total other comprehensive loss for the
period
|
(1)
|
(1,404)
|
(9,660)
|
|
Total comprehensive (loss) / income
for the
period
|
(41)
|
(42,375)
|
296,544
|
|
|
For the six-month period ended December 31,
|
|
|
|
|
|
|
|
(in millions of USD)(i)(ii)
|
|
|
CASH FLOW DATA
|
|
|
|
|
Net cash generated
from operating activities
|
77
|
79,218
|
73,049
|
|
Net cash (used in)
/ generated from investing activities
|
(14)
|
(14,843)
|
112,413
|
|
Net cash used in
financing activities
|
(58)
|
(60,222)
|
(196,594)
|
|
Cash and cash
equivalents at beginning of period
|
33
|
34,277
|
39,311
|
|
Cash and cash
equivalents at end of period
|
36
|
36,659
|
34,918
|
|
Net increase /
(decrease) in cash and cash equivalents
|
4
|
4,153
|
(11,132)
|
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
|
|
|
|
|
|
(in millions of USD) (i)
(ii)
|
|
|
ASSETS
|
|
|
|
|
Non-current assets
|
|
|
|
|
Investment
properties
|
1,810
|
1,868,304
|
2,062,597
|
|
Property,
plant and equipment
|
44
|
45,261
|
44,284
|
|
Trading
properties
|
21
|
22,110
|
23,661
|
|
Intangible
assets
|
62
|
64,279
|
78,241
|
|
Investment
in associates and joint ventures
|
173
|
178,132
|
156,712
|
|
Deferred
income tax assets
|
6
|
5,840
|
7,383
|
|
Income
tax credit
|
-
|
24
|
13
|
|
Right-of-use
assets
|
6
|
6,323
|
12,933
|
|
Trade
and other receivables
|
32
|
33,375
|
41,424
|
|
Investments
in financial assets
|
7
|
6,823
|
12,346
|
|
Derivative
financial instruments
|
-
|
-
|
68
|
|
Total non-current assets
|
2,161
|
2,230,471
|
2,439,662
|
|
Current Assets
|
|
|
|
|
Trading
properties
|
-
|
355
|
498
|
|
Inventories
|
1
|
1,180
|
1,308
|
|
Income
tax credit
|
-
|
193
|
1,302
|
|
Trade
and other receivables
|
81
|
83,543
|
92,301
|
|
Investments
in financial assets
|
145
|
149,404
|
146,162
|
|
Derivative
financial instruments
|
-
|
1
|
-
|
|
Cash
and cash equivalents
|
36
|
36,659
|
34,277
|
|
Total Current Assets
|
263
|
271,335
|
275,848
|
|
TOTAL ASSETS
|
2,424
|
2,501,806
|
2,715,510
|
|
SHAREHOLDERS’ EQUITY
|
|
|
|
|
Shareholders' equity attributable to equity holders of the
parent
|
|
|
|
|
Share
capital
|
7
|
7,390
|
7,181
|
|
Treasury
stock
|
-
|
93
|
234
|
|
Inflation
adjustment of share capital and treasury stock
|
384
|
396,792
|
396,788
|
|
Warrants
|
24
|
24,965
|
26,771
|
|
Share
premium
|
567
|
583,520
|
579,483
|
|
Additional
paid-in capital from treasury stock
|
(54)
|
(55,607)
|
(12,484)
|
|
Legal
reserve
|
56
|
58,070
|
58,070
|
|
Special
reserve
|
218
|
224,666
|
224,666
|
|
Other
reserves
|
(79)
|
(81,416)
|
9,166
|
|
Retained
earnings
|
(2)
|
(2,004)
|
16,717
|
|
Total capital and reserves attributable to equity holders of the
parent
|
1,121
|
1,156,469
|
1,306,592
|
|
Non-controlling
interest
|
77
|
80,071
|
89,386
|
|
TOTAL SHAREHOLDERS’ EQUITY
|
1,198
|
1,236,540
|
1,395,978
|
|
LIABILITIES
|
|
|
|
|
Non-current liabilities
|
|
|
|
|
Borrowings
|
217
|
224,270
|
224,518
|
|
Lease
liabilities
|
3
|
3,254
|
10,972
|
|
Deferred
income tax liabilities
|
566
|
583,942
|
679,023
|
|
Trade
and other payables
|
47
|
48,107
|
46,414
|
|
Provisions
|
25
|
25,327
|
25,461
|
|
Salaries
and social security liabilities
|
-
|
119
|
136
|
|
Total non-current liabilities
|
858
|
885,019
|
986,524
|
|
Current liabilities
|
|
|
|
|
Borrowings
|
219
|
227,017
|
219,741
|
|
Lease
liabilities
|
1
|
937
|
2,291
|
|
Trade
and other payables
|
84
|
86,648
|
88,048
|
|
Income
tax liabilities
|
50
|
51,734
|
8,111
|
|
Provisions
|
4
|
4,088
|
4,463
|
|
Derivative
financial instruments
|
-
|
6
|
5
|
|
Salaries
and social security liabilities
|
10
|
9,817
|
10,349
|
|
Total current liabilities
|
368
|
380,247
|
333,008
|
|
TOTAL LIABILITIES
|
1,226
|
1,265,266
|
1,319,532
|
|
TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES
|
2,424
|
2,501,806
|
2,715,510
|
|
|
For the six-month period ended December 31,
|
|
|
|
|
|
|
OTHER FINANCIAL DATA
|
(in millions of USD) (i)
(ii)
|
(in millions of ARS; except per share data)
|
|
Basic net (loss) / income per common share
(1)
|
(0.05)
|
(54.19)
|
395.12
|
|
Diluted net (loss) / income per common
share (2)
|
(0.05)
|
(54.19)
|
395.65
|
|
Basic net (loss) / income per GDS
(1)
(3)
|
(0.53)
|
(541.90)
|
3,951.20
|
|
Diluted net (loss) / income per GDS
(1)
(3)
|
(0.53)
|
(541.90)
|
3,956.50
|
|
Basic weighted – average number of common
shares
|
733,790,109
|
733,790,109
|
747,115,573
|
|
Diluted weighted – average number of common
shares (4)
|
844,705,531
|
844,705,531
|
830,839,548
|
|
Depreciation and
amortization
|
4
|
4,437
|
3,922
|
|
Capital
expenditures
|
51
|
52,589
|
9,843
|
|
Dividend paid (5)
|
(92)
|
(94,676)
|
(197,261)
|
|
Dividends per common
share
|
(0.12)
|
(128.11)
|
(271.12)
|
|
Dividends per
GDS
|
(1.24)
|
(1,281.09)
|
(2,711.20)
|
|
Number of common shares
outstanding
|
739,024,068
|
739,024,068
|
727,578,808
|
|
Capital
Stock
|
7,390
|
7,390
|
7,276
|
|
Profitability (6)
|
(0.00)
|
(0.03)
|
0.17
|
|
|
|
|
|
|
|
(in millions of USD)(i)
(ii)
|
(in millions of ARS; except ratios)
|
|
Working
capital
|
(106)
|
(108,912)
|
(57,160)
|
|
Ratio of current assets to current
liabilities (7)
|
0.00
|
0.82
|
0.83
|
|
Ratio of shareholders’ equity to total
liabilities (8)
|
0.00
|
1.04
|
1.06
|
|
Ratio of non current assets to total assets
(9)
|
0.00
|
0.89
|
0.90
|
(i)
Totals may not sum
due to rounding.
(ii)
Solely for the
convenience of the reader we have translated Argentine Peso amounts
into U.S. dollars at the seller exchange rate quoted by Banco de la
Nación Argentina as of December 31, 2024, which was ARS 1,032
per USD 1.00. We make no representation that the Argentine Peso or
U.S. dollar amounts actually represent, could have been or could be
converted into U.S. dollars at the rates indicated, at any
particular rate or at all. See “Local Exchange Market and
Exchange Rates.” Totals may not sum due to
rounding.
(1)
Basic net income
per share is calculated by dividing the net income available to
holders of common shares for the period / year by the weighted
average number of shares outstanding during the period /
year.
(2)
Diluted net income
per share is calculated by dividing the net income for the year by
the weighted average number of ordinary shares including treasury
shares.
(3)
Determined by
multiplying the amounts per share by ten (one Global Depositary
Shares is equal to ten common shares).
(4)
Considering the
exercise of all outstanding warrants to purchase our ordinary
shares.
(5)
Dividend amounts,
corresponding to fiscal year ending on June 30 of each year, are
determined by the annual shareholders' meeting of IRSA, which takes
place in October of each year.
(6)
Calculated as the
ratio of Net Income / Average Equity.
(7)
Calculated as the
ratio of Current Assets / Current Liabilities.
(8)
Calculated as the
ratio of Equity / Total Liabilities.
(9)
Calculated as the
ratio of Non-Current Assets / Total Assets.
You should carefully consider the risk factors below before making
an investment decision. The risks and uncertainties described below
are not the only ones that are relevant to your investment
decision. There may be additional risks and uncertainties that we
do not know about or that we currently believe are immaterial. Any
of the following risks, if they occur, could materially and
adversely affect our business, results of operations, prospects and
financial condition, and you could lose all or part of your
investment.
Risks Relating to Argentina
We depend on macroeconomic and political conditions in
Argentina.
The
Argentine economy has experienced significant volatility in recent
decades, characterized by periods of low or negative Gross Domestic
Product (“GDP”) growth, high inflation levels, and
currency devaluation. Argentina’s sustainable economic growth
depends on a variety of factors, such as international demand for
Argentine exports, the stability and competitiveness of the
Argentine Peso against foreign currencies, consumer and foreign and
domestic investor confidence, a stable inflation rate, national
employment levels, and the circumstances of Argentina’s
regional trade partners.
According to the
World Bank, the Argentine economy decreased by 1.6% in 2023, due to
persistent macroeconomic imbalances and severe droughts that caused
a 26.0% decrease in agricultural production. The World Bank
estimated that Argentina’s real GDP decreased by 2.8% in 2024
due to the measures announced by the Argentine government, which
include the realignment of relative prices and the elimination of
fiscal and external imbalances. During 2024, public spending and
inflation rates in Argentine have decreased, however, inflation
remained high. The World Bank also estimated that the Argentine
economy will grow by 3.2% in 2025, mainly as a result of improved
weather conditions, investments in the energy sector, and the
recovery of agricultural production. However, these estimates may
not be met.
The
Argentine economy remains vulnerable and unstable, given that
investment as a percentage of GDP remains low to sustain the growth
rate of recent decades, the supply of energy or natural gas may not
be sufficient to meet the increase in industrial activity (thus
limiting industrial development) and consumption, and unemployment
and informal employment remain high. According to a Morgan Stanley
Capital International release of June 2021, Argentina was
considered an emerging market until June 2021, when it was
classified as a “standalone market”. Standalone markets
are considered to present additional risks such as government
restrictions that may limit investments and risks associated with
political developments. In addition, protests or strikes may
negatively affect the stability of the political, social, and
economic environment and could negatively impact global financial
market confidence in the Argentine economy.
On
November 19, 2023, a presidential runoff election took place in
Argentina between Javier Milei, candidate of “La Libertad
Avanza”, and Sergio Massa, candidate of “Union por la
Patria”, with Javier Milei being elected President of
Argentina with 55.69% of the votes. Following the 2023 elections,
La Libertad Avanza has 7 of the 72 representatives in the Senate
and 41 of the 257 representatives in the Chamber of
Deputies.
The
current Argentine administration faces significant macroeconomic
challenges, such as continuing reducing the inflation rate,
achieving commercial and fiscal surpluses, accumulating reserves,
supporting the Argentine Peso, eliminating exchange controls,
refinancing debt with private creditors, and improving the
competitiveness of the Argentine economy. Since the new Argentine
administration took office, a large number of measures aimed at
deregulating the Argentine economy and limiting government
intervention in the private sector have been implemented, including
the suspension of public work tenders and reduction in energy and
transport subsidies, and it is expected that further measures will
be adopted in the future. However, several of these measures are
being challenged in Congress and submitted to judicial
proceedings.
The
Argentine economy may be affected if political and social pressures
inhibit the Argentine government’s implementation of policies
designed to control inflation, generate growth, and improve
consumer and investor confidence, or if the policies implemented by
the Argentine government to achieve these goals are unsuccessful.
These developments could materially affect our financial condition
and the results of our operations.
We
cannot assure you that a decline in economic growth or political
conditions in Argentina will not adversely affect our business,
financial condition or results of operation.
Economic and political developments in Argentina, and future
policies of the new Argentine government may adversely affect the
Argentine economy and the sectors in which we perform our
activities.
The
Argentine government has historically exercised significant
influence over the economy, and our Company has operated in a
highly regulated environment. In recent history, the Argentine
government has directly intervened in the economy, including
through the implementation of expropriation and nationalization
measures, price controls, and exchange controls.
In
times of economic, social, or political crisis, companies operating
in Argentina may face the risk of strikes, expropriations,
nationalizations, mandatory amendment of existing contracts, and
changes in taxation policies, including tax increases and
retroactive tax claims. Since we operate in a context in which the
governing law and applicable regulations change frequently, in part
as the result of changes in government administrations, it is
difficult to predict if and how our activities will be affected by
such changes.
The
success of these measures, or other measures that the Argentine
government and/or the Central Bank may implement in the future, are
subject to uncertainty and any further depreciation of the
Argentine Peso, further inflation, or our inability to acquire
foreign currency could have a material adverse effect on our
financial condition and results of operations. We cannot predict
the effectiveness of these measures. We cannot predict whether, and
to what extent, the value of the Argentine Peso may depreciate or
appreciate against the U.S. dollar or other foreign currencies, and
how these uncertainties will affect our businesses.
Additionally, no
assurance can be given that, in the future, no additional currency
or foreign exchange restrictions or controls will be imposed.
Existing and future measures may negatively affect
Argentina’s international competitiveness, discouraging
foreign investments and lending by foreign investors or increasing
foreign capital outflow which could have an adverse effect on
economic activity in Argentina, and which in turn could adversely
affect our business and results of operations. We cannot predict
how these conditions will affect our ability to meet our
liabilities denominated in currencies other than the Argentine
Peso. Any restrictions on transferring funds abroad imposed by the
Argentine government could undermine our ability to make payments
(of principal or interest) under our outstanding indebtedness in
U.S. dollars, as well as to comply with any other obligation
denominated in foreign currency.
We
cannot assure you that the Argentine economic, regulatory, social
and political framework or the policies or measures that the
Argentine government adopts or may adopt, will not adversely affect
the market value of our GDSs, our business, financial condition
and/or results of operation.
Certain measures that may be taken by the new Argentine government,
or changes in policies, laws and regulations, may adversely affect
the Argentine economy and, as a result, our business, financial
condition and results of operations.
The
Argentine government has exercised substantial control over the
economy, including through the regulation of market conditions and
prices.
On
December 21, 2023, the new Argentine government issued Emergency
Decree No. 70/2023, named “Bases para la Reconstrucción de la
Economía Argentina.” The Decree No. 70/2023
declared a public emergency in economic, financial, fiscal,
administrative, pension, tariff, health, and social matters until
December 31, 2025, among other matters. As of the date of this
report on Form 6-K, this decree remains under congressional and judicial review,
although it became effective on
December 29, 2023. If this the Decree No. 70/2023 is
repealed, it will cease to be valid, without prejudice to rights
acquired during its validity, in accordance with Law No.
26,122.
On
December 27, 2023, the new Argentine government sent to Congress a
bill named “Bases y Puntos
de Partida para La Libertad de los Argentinos,” (the
“Omnibus Law”). The
Omnibus Law is an extensive bill that includes liberal economic
measures and a strong fiscal adjustment, and aims to deregulate the
Argentine economy, modernize the government organizational chart by reducing
ministries and structures of the Argentine
government, ease labor laws,
and privatize state-owned
companies.
In
February 2024, the Argentine government withdrew the first bill of
the Omnibus Law from the Argentine Congress. As a result, work
began on a new Omnibus Law bill, along with a tax reform. In order
to secure the approval of both the Omnibus Law and the tax reform,
the Argentine government made numerous changes to the bill. Unlike
the first bill, the second bill of the Omnibus Law was reduced from
over 500 sections to 232. In April
2024, the Argentine government sent a new bill of the Omnibus Law and the tax
reform bill to the Argentine Congress. In June 2024, these bills
were approved by the Argentine Congress and the Senate after
several discussions, enacting under Law No. 27,742. We
cannot predict how the Omnibus Law and the tax reform will affect
our business and the results of our operations.
In
addition, the new Argentine government announced that it intends to
dollarize the Argentine economy.
During
the United Nations General Assembly sessions of September 2024,
President Javier Milei expressed his opposition to the United
Nations 2030 Agenda, an international framework promoting
sustainable development through global goals. This position could
impact Argentina’s economic and social policies, potentially
affecting measures aimed at inclusive development, environmental
sustainability, and international cooperation.
The
consequences of abandoning a neutral stance in international
conflicts may have on Argentina and on the development of our
business are uncertain. As a result, the continuity of policies
aligned with these objectives it is not clear, which could
negatively affect economic sectors dependent on international
investment or multilateral financing linked to compliance with the
Sustainable Development Goals (SDGs).
Historically, the
Argentine government’s actions regarding the economy,
including decisions on interest rates, taxes, price controls, wage
increases, greater worker benefits, exchange controls, and
potential changes in the foreign exchange market, have had a
substantial adverse effect on Argentina’s economy. The
measures implemented by the new Argentine government could have a
negative impact on the Argentine economy, which could negatively
affect our financial condition or our operating
results.
Economists in the
private sector broadly agree that the direct involvement by the
Argentine government in the economy, including through
expropriations, price controls, exchange controls, and other
measures, have had an adverse impact on investment levels in
Argentina, the access of Argentine companies to international
capital markets, and Argentina’s commercial and diplomatic
relations with other countries. If government intervention in the
economy continues or increases, the Argentine economy, and in turn
our business, operating results and financial condition could be
adversely affected.
High rates of inflation may have an adverse effect on the economy
and our business, financial condition and results of
operations.
Historically,
inflation has significantly affected the Argentine economy and the
Argentine government’s ability to foster conditions for
stable growth. High inflation rate could also undermine
Argentina’s competitiveness in international markets and
adversely affect economic activity and employment, as well as our
business, financial condition and results of
operations.
Argentina has
confronted inflationary pressures, evidenced by significantly
higher fuel, energy, and food prices, among other factors. As of
December 31, of each year, the accumulated CPI variation was 117.8%
in 2024, 211.4% in 2023 and 94.8% in 2022. Additionally, CPI
figures were reported as 20.6%, 13.2%, 11.0%, 8.8%, 4.2%, 4.6%,
4.0%, 4.2%, 3.5%, 2.7%, 2.4% and 2.7% for January, February, March,
April, May, June, July, August, September, October, November and
December 2024, respectively. As of January 31, 2025, inflation was
recorded at 2.2%.
After
Javier Milei assumed the presidency, the Argentine peso was
devaluated by approximately 50%, with the exchange rate increasing
from approximately ARS 400 per USD 1 to approximately ARS 800 per
USD 1. This was immediately reflected in prices, with the inflation
rate in December 2023 reaching 25.5%. The Argentine
government’s adjustments to electricity and gas tariffs, as
well as the increase in the price of gasoline have affected prices,
creating additional inflationary pressure. If the value of the
Argentine Peso cannot be stabilized through fiscal and monetary
policies, an increase in inflation rates could be
expected.
A high
inflation rate or a hyperinflationary process affects
Argentina’s foreign competitiveness by reducing the impact of
the Peso depreciation, negatively impacting employment and the
level of economic activity and undermining confidence in
Argentina’s banking system, which may further limit the
availability of domestic and international credit for companies.
Additionally, a portion of Argentina’s debt remains tied to
the CER, a currency index that is strongly correlated with
inflation. Therefore, any significant increase in inflation would
drive an increase in the Argentine external debt and consequently
in Argentina’s financial obligations, which could exacerbate
the stress on the Argentine economy. A continuing inflationary
environment could undermine our operating results,
adversely affect our ability to finance the working capital needs
of our businesses on favorable terms and cause the market value of
our GDSs and our common shares to decline.
There
is uncertainty regarding the effectiveness of the policies
implemented by the Argentine government to maintain inflation
control and the potential impact of such policies. We cannot assure
that inflation rates will not increase in the future or that the
measures taken or to be taken by the Argentine government to
control inflation will be effective or successful in the long term.
High inflation rates continue to pose a challenge for
Argentina.
High levels of public spending in Argentina could generate
long-lasting adverse consequences for the Argentine
economy.
The
Argentine administrations preceding the current one significantly
increased public spending. Argentina recorded primary deficits of
3%, 2.4%, and 2.9% of GDP in 2021, 2022, and 2023, respectively.
The primary fiscal deficit amounted to ARS 1,991,316.1 million in
December 2023 (equivalent to 1.05% of GDP), resulting in a total
primary deficit of ARS 5,483,305.3 million for the year
2023.
The
current administration has indicated its intention to reduce the
fiscal deficit by reducing public spending. Measures taken to
achieve this include (i) devaluing the Argentine peso by 50%
against the U.S. dollar; (ii) suspending public works; (iii)
reducing subsidies for energy and transportation services; (iv)
halting official advertising; and (v) reducing the number of
ministries and secretariats. In January 2024, a financial surplus
of ARS 518,408 million was recorded, followed by surpluses of ARS
338,112 million in February 2024, ARS 276,638 million in March
2024, ARS 17,409 million in April 2024, ARS 1,183,571 million in
May 2024 and ARS 238,189 million in June 2024, a deficit of ARS
600,957 million in July 2024, a surplus of ARS 3,531 million in
August 2024 and ARS 466,631 million in September 2024. In October
2024, the Argentine public sector again registered a financial
surplus, for ARS 523,398 million, after paying interest for ARS
223,523 million. In November 2024, the Argentine public sector
again registered a financial surplus, for ARS 357,162 million,
after paying interest for ARS 1,024,383 million. Finally, in
December 2024, the Argentine public sector registered an annual
financial surplus for the first time since 2010. This resulted in a
financial surplus for the year 2024 of ARS 1,764,786 million,
equivalent to approximately 0.3% of GDP, and a primary surplus of
ARS 10,405,810 million, equivalent to approximately 1.8% of
GDP.
The
Argentine government’s inability to access capital markets to
finance its deficit or reliance on other sources of financing may
negatively impact the economy and could also limit access to
capital markets for Argentine companies, which could adversely
affect our business, financial condition, and results of
operations.
Argentina’s ability to obtain financing in the international
capital markets is limited, which may impair our ability to access
international credit markets to finance our operations in
Argentina.
Argentina’s
history of defaults on its external debt and the protracted
litigation with holdout creditors may reoccur in the future and
prevent Argentine companies such as us from accessing the
international capital markets or may result in higher costs and
more onerous terms for such financing, and may therefore negatively
affect our business, results of operation, financial condition, the
value of our securities, and our ability to meet our financial
obligations. Following the default on its external debt in 2001,
Argentina sought to restructure its outstanding debt in exchange
offers in 2005 and again in 2010. Holders of approximately 93% of
Argentina’s defaulted debt participated in the exchanges, but
a number of bondholders held out from the exchange offers and
pursued legal actions against Argentina. The Argentine government
settled several agreements with the defaulted bondholders, ending
more than 15 years of litigation. In addition, in August 2020, the
Argentine government successfully negotiated the debt restructuring
of Argentine bonds representing approximately USD 65 billion owed
to several bondholders.
On
January 28, 2022, Argentina signed an agreement with the IMF (the
“SAF Agreement”) to refinance indebtedness for more
than USD 40 billion, which Argentina originally incurred with the
IMF in 2018. Argentina and the IMF agreed on certain measures
related to the reduction of public spending. The SAF Agreement was
approved by the Argentine Congress and by the Board of the IMF.
Among other points, an economic and monetary policy was
established, where the IMF will be the co-director, carrying out
quarterly audits on Argentina’s finances and economic
development. On September 19, 2022, IMF staff and the Argentine
authorities reached an agreement on an updated macroeconomic
framework and associated policies needed to complete the second
review under the SAF Agreement. On December 22, 2022, the Board of
the IMF concluded the third review of the SAF Agreement, which
allowed an immediate disbursement of approximately USD 6 billion.
On March 13, 2023, the IMF approved the fourth revision of the SAF
Agreement and authorized the disbursement of approximately USD 5.3
billion. On August 23, 2023, the IMF approved the fifth and sixth
revisions to the SAF Agreement, resulting in a new disbursement of
USD 7.5 million. On October 31, 2023, the Argentine government made
payments of approximately USD 2.6 billion to the IMF corresponding
to the maturities set forth by the SAF Agreement for
October
2023.
After
these payments, the Central Bank’s reserves were USD 21.8
billion. In December 2023, a USD 960 million bridge loan was
approved between Argentina and the Development Bank of Latin
America and the Caribbean to allow Argentina to continue
implementing SAF Agreement. In February 2024 and June 2024, the IMF
completed the seventh and eighth review of the SAF Agreement, which
resulted in a disbursement of approximately USD 4.7 billion and USD
800 million in favor of Argentina, respectively. As of the date of
this report on Form 6-K, Argentina has achieved the targets under
the SAF Agreement for the first quarter of 2024. The ninth review
under the SAF Agreement is ongoing which could result in a new
disbursement for Argentina. In this regard, during 2024, Argentina
completed the Extended Fund Facility (EFF) program, which was
signed with the IMF in 2022 to refinance the debt incurred in 2018
under a Stand-By Agreement. However, the final two reviews of the
Agreement remained pending, which involved disbursements totaling
USD 1 million.
In
January 2025, negotiations began for a new financial agreement with
the IMF. The Argentine government is seeking a disbursement of
approximately USD 11 billion to strengthen the Central Bank’s
reserves and facilitate the gradual removal of foreign exchange
controls.
The IMF
has acknowledged Argentina’s progress in reducing inflation
and achieving economic stabilization, but it continues to emphasize
the need to implement fiscal, monetary, and exchange rate policies
to ensure the success of the new program.
On
March 13, 2020, the Minister of Economy addressed a letter to the
Paris Club members expressing Argentina’s decision to
postpone until May 5, 2021, the USD 2,100 million payment
originally due on May 5, 2020, in accordance with the terms of the
settlement agreement reached with the Paris Club members on May 29,
2014 (the “Paris Club 2014 Settlement Agreement”). On
April 7, 2020, the Minister of Economy sent the Paris Club members
a proposal to modify the existing terms of the Paris Club 2014
Settlement Agreement, mainly seeking an extension of the maturity
dates and a significant reduction in the interest rate. On June 22,
2021, Argentina’s Minister of Economy announced that the
Argentine government obtained a “time bridge” within
the framework of the Paris Club negotiations, consequently avoiding
default. Pursuant to such agreements, Argentina should have reached
a restructuring agreement with the Paris Club members by March 31,
2022. However, on March 31, 2022, such agreement was extended until
July 31, 2022 and, on May 31, 2022, it was further extended until
September 30, 2024. On October 28, 2022, the Minister of Economy
announced a new agreement with the Paris Club. The agreement is an
addendum to the Paris Club 2014 Settlement Agreement and recognizes
a principal amount of USD 1,971 million, extending a repayment
period of thirteen semi-annual installments, starting in December
2022 and to be finally cancelled in September 2028. Pursuant to
this new agreement, the interest rate was improved from 9% to 3.9%
in the first three installments, with a gradual increase to 4.5%.
The payment profile implies an average semi-annual payment of USD
170 million (principal and interest included).
In
2009, Argentina signed a swap agreement with China (the
“Swap”) for CNY 70 billion (approximately USD 9.9
billion), pursuant to which the Central Bank provides Argentine
Pesos to the People’s Bank of China (the “PBOC”),
and the PBOC provides yuan to the Central Bank. In June 2024, the
Argentine government reached an agreement with the People’s
Republic of China to refinance the Swap, pursuant to which the
Central Bank certain maturity dates were extended to 2025 and 2026.
The Swap is expected to reach its final maturity in
mid-2026.
We
cannot predict how these agreements and the policies developed
based on them will impact Argentina’s ability to access
international capital markets (and indirectly in our ability to
access such markets), in the Argentine economy or in our economic
and financial situation or in our capacity to extend the maturity
dates of our debt or other conditions that could affect our results
and operations or businesses.
Fluctuations in the value of the Argentine Peso could adversely
affect the Argentine economy as well as our financial condition and
results of operations.
The
Argentine Peso has been subject to significant devaluation against
the U.S. dollar in the past and may be subject to fluctuations in
the future. We cannot predict whether and to what extent the value
of the Argentine Peso could depreciate or appreciate against the
U.S. dollar, or how such fluctuations could affect our business.
The value of the Argentine Peso compared to other currencies is
dependent, in addition to other factors listed above, on the level
of international reserves maintained by the Central Bank, which
have also shown significant fluctuations in recent years. As of
February 25, 2024, the international reserves of the Central Bank
totaled USD 28,495 million. Additionally, as of the date of this
report on Form 6-K, the Argentine Peso has depreciated by
approximately 3.0% against the U.S. dollar during
2025.
We
cannot assure that the official exchange rate will not fluctuate
significantly in the future. Fluctuations in the value of the
Argentine Peso may also adversely affect the Argentine economy, as
well as our products, our financial condition and results of
operation. The devaluation of the Argentine Peso may have a
negative impact on the ability of certain Argentine businesses to
service their foreign
currency-denominated debt, lead to high inflation, significantly
reduce real wages, jeopardize the stability of businesses whose
success depends on domestic market demand, including public
utilities and the financial industry, and adversely affect the
Argentine government’s ability to honor its foreign debt
obligations.
On the
other hand, a significant appreciation of the Argentine Peso
against the U.S. dollar also presents risks for the Argentine
economy, including the possibility of a reduction in exports (as a
consequence of the loss of external competitiveness). Any such
increase could also have a negative effect on economic growth and
employment, reduce the Argentine public sector’s revenues
from tax collection in real terms, and have a material adverse
effect on our business, our results of operation, our ability to
repay our debt within the respective maturity dates and affect the
market value of our GDSs, as a result of the overall effects of the
weakening of the Argentine economy.
Additionally, as a
result of deepened currency controls, there is a difference between
the official exchange rate in Argentina (which is currently used
for both commercial and financial transactions) and other informal
exchange rates that emerged due to certain commonly performed
operations in the foreign exchange market, leading to a gap of
approximately 21% above the official exchange rate as of December
31, 2023, approximately 13% above the official exchange rate as of
December 31, 2024, and approximately 15% as of February 26, 2025.
Following the change in the Argentine government, the official
exchange rate has exceeded ARS 800, including an amount to which
the current taxes, if applicable, must be added, thus exceeding the
“MEP” dollar, “CCL” dollar, and
“blue” dollar rates, thereby narrowing the gap between
these exchange rates. In this regard, the Argentine government may
maintain a single official exchange rate or create multiple
exchange rates for different types of transactions, substantially
altering the exchange rate at which we acquire foreign currency to
service our foreign-currency-denominated liabilities.
The Argentine economy and finances may be adversely affected as a
consequence of a decrease in the international prices of
commodities.
The
commodities market is characterized by its volatility. Commodities
exports have contributed significantly to the revenues of the
Argentine government. Subsequently, the Argentine economy has
remained relatively dependent on the price of its exports (mainly
soy). Given its reliance on agricultural commodities, Argentina is
also vulnerable to weather events.
In
2023, Argentina faced another severe drought, which resulted in
losses of USD 20.0 billion. The negative impact of the 2018 and
2023 droughts has been exacerbated by the historically low levels
of the Paraná River (Argentina’s main river) and
numerous fire outbreaks across several Argentine provinces in 2022.
These environmental factors have further affected the agricultural
sector in Argentine.
In
September 2023, the El Niño phenomenon affected the Argentine
economy. El Niño typically increases the frequency and
intensity of precipitation but also brings higher risks of
flooding, river overflows, and severe storms. The impact of El
Niño on Argentina remains unpredictable.
As of
August 2024, due to the decrease in prices, Argentina lost
approximately USD 1.55 billion in foreign exchange from soybean and
corn complex exports compared to May 2024. On May 10, 2024, the
Free-On-Board (“FOB”) export price of soybeans and corn
was USD 445 per ton and USD 206 per ton, respectively, and as of
August 2024, the FOB export price of soybeans and corn was
decreased to USD 43 per ton and USD 181.25 per ton, respectively.
These decreases were driven by a global increase in soybean
production, which increased from 395 million tons in 2023 to 428
million tons in 2024. The loss in foreign exchange could affect the
Argentine government’s objective to increase U.S. dollar
inflows through the liquidation of agricultural exports and mostly
of soybean which is Argentina’s main export
commodity.
In
addition, the conflict between Russia and Ukraine, the conflict
between Israel and Hamas in the Gaza Strip and the conflict between
Israel and Hezbollah have generated increases in the international prices of
oil, gas, and commodities, including those produced by Argentina. A
long-term decrease in the international price of oil
would
negatively impact the oil and gas prospects of Argentina and result
in a decrease in foreign investment in these
sectors.
A
sustained decrease in the international price of the main
commodities exported by Argentina, or any future climate event or
condition may have an adverse effect in the agricultural sector and
therefore in the revenues of the Argentine government and its
capacity to comply with the payments of its public debt, eventually
generating recessive or inflationary pressures. In addition, such
circumstances could have a negative impact on the Argentine
government’s tax revenues and on the availability of foreign
currency. Any such developments may adversely affect
Argentina’s economy and, as a result, our business, results
of operations and financial condition.
The interruption of the publication of Argentine economic indexes
or changes in their calculation methodologies could affect the
projections made by the Company.
In
2014, the National Institute of Statistics and Census of Argentina
(Instituto Nacional de
Estadística y Censos de la
República Argentina, or “INDEC”)
established a new consumer price index, the Consumer Price Index
(Índice
de Precios al Consumidor or
“CPI”), which reflects a broad measurement of consumer
prices, considering price information from the 24 provinces of the
country, divided into six regions. Faced with the credibility of
the CPI, as well as other indices published by the INDEC, being
called into question, the Argentine government declared a state of
administrative emergency for the national statistical system and
the INDEC on January 8, 2016, based on the determination that INDEC
had failed to produce reliable statistical information,
particularly with respect to CPI, GDP, inflation, and foreign trade
data, as well as poverty and unemployment rates. The INDEC
temporarily suspended the publication of certain statistical data
until the reorganization of its technical and administrative
structure to recover its ability to produce reliable statistical
information. In 2017, the INDEC began publishing a National CPI,
which is based on a survey conducted by the INDEC and several
provincial statistical offices in 39 urban areas, including each of
Argentina’s provinces.
As a
result of changes to the GDP calculation methodology made by the
INDEC, certain holders of Argentine bonds maturing in 2035 that
were issued under English and Welsh law filed a lawsuit claiming
damages caused by these changes. In April 2023, Judge Simon Picken
of the High Court of Justice in London issued a ruling determining
that the change in the GDP calculation methodology and its
evolution caused losses to bond holders, ordering Argentina to pay
damages and compensations in the amount of Euro 1,330 million,
along with the applicable interests. The Argentine government has
appealed this decision. However, in October 2024, the Supreme Court
of the United Kingdom rejected the Argentine government’s
request for appeal. As a result, Argentina will have to pay Euro
1,330 million. On January 14, the
Court of Appeals requested an order instructing Banco Santander to
execute the USD 313 million guarantee. As a result, the plaintiffs
in the executed a guarantee for 313 million euros that Argentina
had deposited in March through a Letter of Credit issued by Banco
Santander.
Any
future required correction or restatement of the INDEC indexes
could result in decreased confidence in Argentina’s economy,
which, in turn, could have an adverse effect on our ability to
access international capital markets to finance our operations and
growth, and which could, in turn, adversely affect our results of
operation and financial condition and cause the market value of our
GDSs and our common shares to decline.
Restrictions on transfers of foreign currency and the repatriation
of capital from Argentina may impair our ability to pay dividends
and distributions and investors may face restrictions on their
ability to collect capital and interest payments in connection with
corporate bonds issued by Argentine companies.
The
Argentine government may impose restrictions on the exchange of
Argentine currency for foreign currencies and on the remittance to
foreign investors of funds derived from investments in Argentina in
circumstances in which a serious imbalance in Argentina’s
balance of payments develops or in which there is reason to
anticipate such an imbalance.
On
September 1, 2019, through Emergency Decree No. 609/2019, and as a
consequence of economic instability and uncertainty, the
depreciation of the Argentine Peso, and rising inflation rates,
President Mauricio Macri’s administration and the Central
Bank implemented a series of monetary and exchange control
measures. These included restrictions on the accessibility of funds
deposited in financial institutions and on the
transfer of funds abroad without prior approval from the Central
Bank. It was established that the proceeds from the export of goods
and services must be brought into the country in foreign currency
and/or traded on the foreign exchange market under conditions and
within timeframes set by the Central Bank. Furthermore, access to
the foreign exchange market for the purchase of foreign currency
and precious metals and for transfers abroad was subject to prior
approval of the Central Bank, based on objective guidelines in
accordance with the conditions in force in the exchange market, and
distinguishing the situation of human persons from that of legal
entities.
The
duration of these measures was extended, and additional
restrictions were introduced through the enactment of Law No.
27,541 on Social Solidarity and Productive Reactivation, which
includes a new tax on certain foreign currency purchases by
Argentine individuals and legal entities. Increased volatility,
appreciation or depreciation of the Argentine Peso against the U.S.
dollar, or a decrease in the Central Bank reserves due to exchange
rate interventions, could adversely affect the Argentine economy,
our ability to meet our obligations, and the value of our shares.
Certain restrictions in Argentina affect the ability of companies
to access the Argentine foreign exchange market (Mercado Libre de Cambios or
“MLC”) to purchase foreign currency for transferring
funds abroad, servicing debt, making payments outside of Argentina,
and other operations, requiring, in some cases, prior approval from
the Central Bank. The current Argentine foreign exchange
regulations set forth in the Central Bank’s Communication
“A” 7953 and its amendments impose certain exchange
controls, such as prior approval of the Central Bank, to the
following: (i) dividend payments; (ii) access to the foreign
exchange market for non-residents, except for specific exemptions;
(iii) repatriation of direct investments; and (iv) the
establishment of foreign assets, remittance of family assistance,
and the formation of guarantees and operational payments related to
derivative transactions for resident individuals.
On
October 10, 2023, the National Securities Commission (Comisión Nacional de Valores or
“CNV”) published General Resolution No. 981 in the
Official Gazette, which temporarily prohibited the payment of
dividends to the Company’s GDS holders as a result of
restrictive measures applicable to access to the MLC. This
regulation, by limiting the daily amount of operations, (i)
prevented the implementation of the mechanism established in the
deposit agreement with the Bank of New York to obtain the U.S.
dollars necessary for the payment of dividends to GDS holders in
their foreign accounts; (ii) hindered the implementation of the
alternative procedure established in the deposit agreements; and
(iii) created unequal treatment between local and foreign holders
(since local shareholders received their dividends on the agreed
date while GDS holders could not yet receive them due to the
aforementioned regulation, and it was unclear when they would be
able to do so). After the Company filed a waiver request with the
CNV, on November 30, 2023, the CNV issued General Resolution No.
984, which eased the regulations to allow the payment to be made
abroad. We cannot assure that in the future new regulations issued
by the Central Bank and/or the CNV will not be implemented that
would prevent us from making dividend payments to GDS holders in a
timely manner.
Despite the current administration’s
intention to eliminate restrictions on accessing the foreign
exchange market, certain restrictions in Argentina persist. These
restrictions affect corporations’ ability to access the MLC
to acquire foreign currency to transfer funds to other countries,
service debt, make payments outside Argentina and other operations
which require, in some cases, prior approval by the Central Bank.
These restrictions may affect our operations and our expansions
projects, as they require the import of services and goods for
which payment may be restricted. The Argentine Government may
impose or create further restrictions on the access to the MLC. In
such a case, the ability of Argentine corporations to make payments
outside Argentina and to comply with their obligations and duties
may be affected. Also, further restrictions on access to the
foreign exchange market could be imposed in response to an outflow
of capital or a significant devaluation of the Peso. This would
generate a high risk of devaluation of the Peso and consequently,
the Company would not be able to acquire the necessary funds to
meet its obligations denominated and linked to the evolution of the
U.S. Dollar. We cannot predict how these restrictions and/or
their removal may evolve, particularly regarding limitations on
transferring funds abroad. Despite the gradual lifting of certain
foreign exchange restrictions made by the new administration, the
Argentine government may impose new exchange controls or
restrictions on capital transfers and may adopt other policies that
could limit or restrict our ability to access international capital
markets, make payments of principal and interest and other
additional amounts outside the country (including payments related
to our notes), or import certain products or goods that we use as
inputs.
The operating costs of the Company could increase as a result of
the promotion or adoption of certain measures by the Argentine
government as well as pressure from union sectors.
In the
past, the Argentine government has promoted and adopted laws and
collective labor agreements that imposed on private sector
employers the obligation to maintain certain salary levels and
provide additional benefits to their employees. In addition,
employers have come under strong pressure from their employees and
from unions to grant wage increases and other benefits.
By virtue of Decree No. 70/2023 and
Bases Law, President Milei enacted a series of measures aimed at
easing existing labor regulations and alleviating the labor burdens
on employers. Although the plans and first measures implemented by
the new administration are aimed at reducing the involvement of the
government in the private sector and, consequently, decreasing
compliance expenses, we cannot assure that such measures will
achieve their purpose and that, in the near or distant future, the
Argentine Government will not enact measures that result in
increases in the minimum salary and/or in benefits, compensation or
other labor costs that employers must bear. Any salary increase
and/or any other labor cost could result in higher costs and a
decrease in the results of the Company’s
operations.
We
cannot be sure that in the future the Argentine government will not
enact measures that result in increases in the minimum, vital and
mobile salary and/or in benefits, compensation or other labor costs
that employers must bear. Any salary increase and/or any other
labor cost could result in higher costs and a decrease in the
results of the Company’s operations.
Failure to adequately address actual and perceived risks of
institutional deterioration and corruption may adversely affect
Argentina’s economy and financial condition.
A lack
of a solid and transparent institutional framework for contracts
with the Argentine government and its agencies, as well as
allegations of corruption, have affected and continue to affect
Argentina. Argentina ranked 99
of 180 in the Transparency International’s 2024 Corruption Perceptions Index.
As of
the date of this report on Form 6-K, there are several ongoing
investigations into allegations of money laundering and corruption,
which have negatively impacted the Argentine economy and political
environment. Depending on the results of these investigations and
how long it takes to finalize them, companies involved may be
subject to, among other consequences, a decrease in their credit
ratings, having claims filed against them by investors in their
equity and debt securities, and may further experience restrictions
on their access to financing through the capital markets, all of
which will likely decrease their income. Additionally, if criminal
cases against companies move forward, they may be restricted from
rendering services or may face new restrictions due to their
customers’ internal policies and procedures. These adverse
effects could restrict these companies’ ability to conduct
their operating activities and to fulfill their financial
obligations.
Recognizing that
the failure to address these issues could increase the risk of
political instability, distort decision-making processes and
adversely affect Argentina’s international reputation and
ability to attract foreign investment, the Argentine government has
announced several measures aimed at strengthening Argentina’s
institutions and reducing corruption.
These
measures include creating a special prosecutor’s office in
charge of investigations involving national and provincial
officials related to illicit enrichment and asset increases, plea
bargains in exchange for cooperation with the judiciary in
corruption investigations, greater access to public information,
the seizure of assets from officials prosecuted for corruption,
expanded powers for the Anti-Corruption Office, and the enactment
of a new public ethics law, among others. We cannot guarantee that
the implementation of these measures will be successful or that,
once implemented, they will achieve the desired
result.
We
cannot estimate the impact that these investigations could have on
the Argentine economy. Similarly, it is not possible to predict the
duration of corruption investigations, nor which companies might be
involved or how far-reaching the effects of these investigations
might be, which may negatively impact the Argentine economy. In
turn, the decrease in investor confidence resulting from any of
these, among other issues, could have a significant adverse effect
on the growth of the Argentine economy, which could, in turn, harm
our business, our financial condition and results of operation and
affect the trading price of our common shares and
GDSs.
Property values in U.S. dollars in Argentina could decline
significantly.
Property values in
U.S. dollars are influenced by multiple factors that are beyond our
control, such as a decreased demand for real estate properties due
to a deterioration of macroeconomic conditions or an increase in
supply of real estate properties that could adversely affect the
value in U.S. dollars of real estate properties. We cannot assure
you that property values in U.S. dollars will increase or that they
will not be reduced. Most of the properties we own are located in
Argentina. As a result, a reduction in the value in U.S. dollars of
properties in Argentina could materially affect our business and
our financial statements due to the valuation of our investment
properties at fair market value in U.S. dollars.
The emergence and spread of a pandemic-level disease or threat to
public health, such as COVID-19, may have a material adverse impact
on the Argentine and global economy, our business operations,
financial condition or results of operations.
Global
public health threats, such as COVID-19, influenza and other highly
communicable diseases or viruses, outbreaks of which have from time
to time occurred in various parts of the world, could adversely
impact our operations, as well as the operations of our
customers.
Additional strains
of COVID-19, or an outbreak of another pandemic, disease, or
similar public health threat, could have material adverse effects
on global economic, financial, and business conditions, which could
have an adverse impact in our business, financial condition, and
results of operations.
If any
of the aforementioned events or other epidemics were to occur
again, or if there were an increase in the severity or duration of
COVID-19 or other epidemics, it could have a material adverse effect on our
business, results of operations, cash flows, and financial
condition.
The Argentine economy is vulnerable to external shocks and
political developments that could be caused by significant economic
difficulties of Argentina’s trading partners, or by more
general “contagion” effects. Such external shocks and
“contagion” effects could have a material adverse
effect on Argentina’s economic growth, and consequently, on
our results of operation and financial condition.
Although economic
conditions vary from country to country, investors’
perceptions of events occurring in certain countries have in the
past substantially affected, and may continue to substantially
affect, capital flows into and investments in securities of issuers
from other countries, including Argentina. There can be no
assurance that the Argentine financial system and securities
markets will not be adversely affected by policies that may be
adopted by foreign governments or the Argentine government in the
future. Argentina can also be adversely affected by negative
economic or financial events that take place in other countries,
subsequently affecting our operations and financial condition,
including our ability to repay our debt at its maturity
date.
Argentina’s
economy is vulnerable to external shocks. For example, economic
slowdowns, especially in Argentina’s major trading partners
such as Brazil, led to declines in Argentine exports in the last
few years. Specifically, fluctuations in the price of commodities
sold by Argentina and a significant devaluation of the Peso against
the U.S. dollar could harm Argentina’s competitiveness and
affect its exports. In addition, international investors’
reactions to events occurring in one market may result in a
“contagion” effect which could lead to an entire region
or class of investment being disfavored by international
investors.
A
continued deterioration of economic conditions in Brazil,
Argentina’s main trading partner, and a deterioration of the
economies of other important trading partners of Argentina, such as
China or the United States, could have a material adverse impact on
Argentina’s trade balance and adversely affect
Argentina’s economic growth and, therefore, could negatively
affect our financial health and operating results. In addition, a
significant depreciation of the currencies of our business partners
or competitors may adversely affect Argentina’s
competitiveness and, consequently, adversely affect
Argentina’s economic and financial condition and the results
of our operations, including the ability to meet financial debt
obligations.
Additionally,
financial and securities markets in Argentina are also influenced
by economic and market conditions in other markets
worldwide.
At the
same time, global economic conditions have experienced significant
instability in recent years, such as high volatility in commodity
prices and global economic uncertainty and financial market
conditions caused by the war between Ukraine and Russia and the
attack by Hamas on Israel from the Gaza Strip.
There
can be no assurance that the Argentine financial system and
securities markets will not be adversely affected by policies that
may be adopted by foreign governments or the Argentine government
in the future, or by events in the economies of developed countries
or in other emerging markets.
Finally,
international investors’ perceptions of events occurring in
one market may generate a “contagion” effect by which
an entire region or class of investment is disfavored by
international investors. Argentina could be adversely affected by
negative economic or financial developments in other emerging and
developed countries, which in turn may have a material adverse
effect on the Argentine economy and, indirectly, on our business,
financial condition and results of operations, and the market value
of our GDSs and common shares.
The Russian invasion of Ukraine and the attack by Hamas on Israel
from the Gaza Strip and Israel’s attack against Hezbollah
could have an unpredictable effect on the global economy and on
international and local securities markets, and adversely affect
our business and results of operations.
Global
markets have experienced volatility and disruption following the escalation of
geopolitical tensions, the start of military conflict between
Russia and Ukraine, the attack by Hamas on Israel from the Gaza
Strip and Israel’s attack against Hezbollah in southern
Lebanon.
Russia’s
military interventions in Ukraine have led to, and may lead to,
additional sanctions being levied by the United States, the
European Union and other countries against Russia and possibly
countries that support, directly or indirectly, Russia’s
incursion. These sanctions aim to increase the cost of the war for
the Russian regime. Russia’s military incursion and the
resulting sanctions could adversely affect global energy and
financial markets, including Argentina’s, and thus could
affect our businesses and the businesses of our customers, even
though we do not have any direct exposure to Russia or the
adjoining geographic regions. We cannot predict the progress or
outcome of the situation in Ukraine, as the conflict and
governmental reactions are rapidly developing and beyond their
control. Prolonged unrest, intensified military activities or
more extensive sanctions
impacting the region, could have a material adverse effect on the
global economy, and such effect could in turn have a material
adverse effect on our business, financial condition, results of
operations.
As of
February 2025, the Russia-Ukraine war is nearing its three-year
mark, with Russia occupying approximately 20% of Ukrainian
territory. U.S. and Russian officials have initiated peace talks in
Saudi Arabia, excluding Ukraine, leading to criticism from
Ukrainian President Volodymyr Zelenskyy. Despite these diplomatic
efforts, Ukrainian military leaders remain resolute in continuing
their defense against Russian forces.
On
October 7, 2023, Hamas militants and members of other terrorist
organizations infiltrated Israel’s southern border from the
Gaza Strip and conducted a series of terror attacks on civilian and
military targets. Thereafter, these terrorists launched extensive
rocket attacks on Israeli population and industrial centers located
along the Israeli border with the Gaza Strip. Shortly following the
attack, Israel’s security cabinet declared war against Hamas.
The new administration has publicly stated its belief that Israel has the right to defend
itself. The future of this conflict as well as its impact on
international trade and on emerging market economies such as
Argentina remain uncertain. On January 15, 2025, Israel and Hamas
signed a ceasefire agreement, which took effect on January 19,
2025, ending 15 months of conflict in the Gaza Strip. This
cessation of hostilities included the release of hostages by Hamas
and the release of Palestinian prisoners by Israel.
However, on
February 10, 2025, Hamas announced that the planned exchange of
Israeli hostages for Palestinian prisoners and detainees, scheduled
for February 15, 2025, would be
postponed until further notice, citing alleged Israeli violations
of the ceasefire agreement. Israel responded by calling the
announcement a "total violation" of the truce and has ordered its
armed forces to prepare at the highest level of alert for any
possible scenario in Gaza.
The
intensity and duration of Israel’s current war against Hamas
is difficult to predict, and as are such war’s economic
implications on the Company’s business and operations and on
the global geopolitical instability.
Likewise, the
current armed conflict between Israel and Hezbollah, with direct
clashes in the border region between Israel and Lebanon, has
intensified tensions in the Middle East. Adding to these clashes is
the overthrow of the President of the Syrian Arab Republic, Bashar
Al-Assad, carried out by a group of insurgents. This escalation in
violence has created global uncertainty, particularly affecting
financial markets and energy
commodity prices, such as oil and gas. The potential extension of
the conflict to other areas of the region and the intervention of
international actors could exacerbate global economic instability,
leading to higher energy costs and disruptions in global supply
chains.
Any
deterioration in credit markets resulting directly or indirectly
from the ongoing Russian invasion of Ukraine or the attack by Hamas
on Israel from the Gaza Strip or of the current armed conflict between Israel and
Hezbollah could limit our ability to obtain external financing to
fund our operations and capital expenditures, which could have a
material adverse effect on our business, results of operations,
and/or financial condition.
Our internal policies and procedures might not be sufficient to
guarantee compliance with anti-corruption and anti-bribery laws and
regulations.
Our
operations are subject to various anti-corruption and anti-bribery
laws and regulations, including the Corporate Criminal Liability
Law and the Foreign Corrupt Practices Act (“FCPA”).
Both the Corporate Criminal Liability Law and the FCPA impose
liability against companies who engage in bribery of Argentine
government officials, either directly or through intermediaries.
The anti-corruption laws generally prohibit providing anything of
value to Argentine government officials for the purposes of
obtaining or retaining business or securing any improper business
advantage. As part of our business, we may deal with entities in
which the employees are
considered government officials. We have a compliance program that
is designed to manage the risks of doing business in light of these
new and existing legal and regulatory requirements.
Although we have
internal policies and procedures designed to ensure compliance with
applicable anti-corruption and anti-bribery laws and regulations,
there can be no assurance that such policies and procedures will be
sufficient. Violations of anti-corruption laws and sanctions
regulations could lead to financial penalties being imposed on us,
limits being placed on our activities, our authorizations and
licenses being revoked, damage
to our reputation and other consequences that could have a material
adverse effect on our business, results of operations and financial
condition. Further, litigations or investigations relating to
alleged or suspected violations of anti-corruption laws and
sanctions regulations could be costly.
Argentina is subject to litigation by foreign shareholders of
Argentine companies and holders of Argentina’s defaulted
bonds, which have resulted and may result in adverse judgments or
injunctions against Argentina’s assets and limit its
financial resources.
There
are outstanding claims against the Argentine government submitted
before the International Center for Settlement of Investment
Disputes (“ICSID”) which may entail new sanctions
against the Argentine government, which in turn could have a
substantially adverse effect on the Argentine government’s ability to
implement reforms and to foster economic growth. We cannot assure
you that in the future the Argentine government will not breach its
obligations.
Litigation, as well
as ICSID claims against the Argentine government, have resulted in
material judgments and may result in further material judgments,
and could result in attachment of or injunctions relating to assets
of Argentina that the Argentine government intended for other uses.
As a consequence, the Argentine
government may not have all the necessary financial resources to
honor its obligations, implement reforms and foster growth, which
could have a material adverse effect on Argentina’s economy,
and consequently, our business, financial condition and results of
operations. There are pending ICSID claims against the Argentine
government which could result in further awards against Argentina,
which in turn could have a material adverse effect on the Argentine
government’s ability to implement reforms and foster economic
growth.
The
recent ruling in the lawsuit brought by Petersen and Eton Park
Capital Management, L.P., Eton Park Master Fund, LTD. and Eton Park
Fund, L.P. who filed opening briefs in support of cross-motions for
summary judgment with respect to a claim of liability and damages
against YPF S.A. and Argentina.
Plaintiffs requested the District Court for summary judgment in
their favor, while each of the defendants argued that they had no
liability and should not indemnify the plaintiffs and requested the
District Court for summary judgment in their favor and to dismiss
all remaining claims against them.
On
March 31, 2023, the District Court granted YPF’s summary
judgment motion and denied the plaintiffs’ summary judgment
motion as to YPF in its entirety. The District Court decided that
YPF has no contractual liability and owes no damages to plaintiffs
for breach of contract and, accordingly, dismissed
plaintiffs’ claims against YPF. The District Court denied
Argentina's summary judgment motion, and the proceedings will
continue between the plaintiffs and Argentina, which was ordered to
pay USD 16 billion. In October
2023, Argentina appealed the ruling and in November 2023, the
District Court ruled in favor of Argentina's request, allowing
Argentina not to deposit the USD 16 billion but ordered it to
provide other assets, such as YPF shares, as collateral to prevent
seizures.
Subsequently,
Burford Capital formally requested the District Court to order
Argentina to deliver the Class D shares of YPF held by the
Argentine state to Burford Capital in partial compliance with the
District Court’s judgment. Argentina opposed to this motion.
As of the date of this report on Form 6-K, the District Court has not issued
a new ruling. We cannot
assure that no new litigation will be filed against Argentina, nor
that these cases will not affect Argentina’s economy and our
business.
In
January 2025, Argentina suffered a new legal setback in the United
States in the context of its prolonged sovereign debt dispute. The
U.S. Supreme Court rejected the country’s appeal and
authorized the seizure of Argentine assets totaling USD 310
million, which were held in Federal Reserve accounts in New York, Germany, and
Switzerland.
The
litigation originated from Argentina’s default on Brady Bonds
and other securities following the 2001 economic crisis. These
bonds had been issued in the 1990s as part of a debt restructuring,
but they fell into default when Argentina declared the largest
sovereign debt default in its history. Although the country
subsequently conducted debt restructurings in 2005, 2010, and 2016,
certain creditors refused to
accept the exchange offers and pursued legal action in U.S. courts
to demand full repayment of their claims.
This
2025 Supreme Court ruling upholds lower court decisions that had
already ruled in favor of the plaintiffs, consistent with the
landmark 2014 case, in which Argentina was ordered to pay holdout
creditors.
The
decision comes at a time of economic uncertainty, with limited
foreign exchange reserves and ongoing negotiations with the IMF.
While the Argentine government may explore legal or diplomatic alternatives to
prevent further asset seizures, the ruling intensifies creditor
pressure on Argentina and revives the debate on the long-term
consequences of its historic default.
We
cannot assure that no new litigation will be filed against
Argentina, nor that these cases will not affect Argentina’s
economy and our business.
Political and regulatory risks related to Donald Trump’s
inauguration as President of the United States.
The
recent inauguration of Donald Trump as President of the United
States could introduce additional uncertainty in the global
political and economic environment. While his previous presidency
caused market volatility, his return to power may lead to the
continuation or intensification of economic, regulatory, and fiscal
policies that previously resulted in significant fluctuations in
financial markets. This includes potential changes to trade
agreements, tariff policies, and relationships with key
international partners, which could impact global trade and
business operations.
During
his prior administration, Trump’s protectionist economic
policies and assertive foreign policy had far-reaching implications
for international financial markets, including currency
fluctuations and potential volatility in stock
markets.
Since
his inauguration in January 2025, the U.S. has imposed tariffs of
25% on imports from Mexico and Canada and 10% on imports from
China, with the possibility of extending similar measures to the
European Union. These actions have triggered trade tensions and
retaliatory measures from the
affected countries. China, for example, imposed tariffs on U.S.
imports, reigniting a trade war between the world’s two
largest economies.
The
U.S. ultimately reached last-minute agreements with Mexico and
Canada. President Trump agreed to suspend his tariffs for 30 days,
while Mexican President Claudia Sheinbaum and Canadian Prime Minister
Justin Trudeau announced measures to strengthen border controls and
anti-narcotics enforcement. However, the situation remains fluid
and requires ongoing monitoring, as U.S. trade policies could
significantly impact the Argentine economy.
In
early February 2025, President Trump proposed that the United
States take control of Gaza and relocate Palestinian residents to
neighboring countries such as Egypt and Jordan. This proposal was
strongly rejected by the international community, including the
United Nations, which reaffirmed that forced relocation is
prohibited under international law. These geopolitical tensions
could affect economic and political stability in the region,
potentially having indirect consequences for global financial
markets.
While
many aspects of Trump’s policies remain uncertain, there
is a risk that his
administration’s political and economic agenda could lead to
regulatory changes that negatively impact our financial results,
growth prospects, and overall economic stability.
Risks Relating to our Business
We are subject to risks inherent to the operation of shopping malls
that may affect our profitability.
Our
shopping malls are subject to various factors that affect their
development, administration and profitability,
including:
●
declines in lease
prices or increases in levels of default by our tenants due to
economic conditions;
●
increases in
interest rates and other factors outside our control;
●
the accessibility
and attractiveness of the areas where our shopping malls are
located;
●
the intrinsic
attractiveness of the shopping mall;
●
the flow of people
and the level of sales of rental units in our shopping
malls;
●
the increasing
competition from internet sales;
●
the amount of rent
collected from tenants at our shopping malls;
●
changes in consumer
demand and availability of consumer credit, both of which are
highly sensitive to general macroeconomic conditions;
and
●
fluctuations in
occupancy levels in our shopping malls.
An
increase in our operating costs could also have a material adverse
effect on us if our tenants were to become unable to pay higher
rent we may be required to impose as a result of increased
expenses. Moreover, the shopping mall business is closely related
to consumer spending and affected by prevailing economic
conditions. All of our shopping malls and commercial properties are
located in Argentina, and consequently, these operations may be
adversely affected by recession or economic uncertainty in
Argentina. Persistently poor economic conditions could result in a
decline in consumer spending which could have a material adverse
effect on shopping mall revenue.
Our performance is subject to the risks associated with our
properties and with the real estate industry.
Our
operating performance and the value of our real estate assets, and
as a result, the value of our securities, are subject to the risk
that our properties may not be able to generate sufficient revenue to meet our
operating expenses, including debt service and capital
expenditures, our cash flow needs and our ability to service our
debt service obligations. Events or conditions beyond our control
that may adversely affect our operations or the value of our
properties include:
●
downturns in
national, regional and local economies;
●
decrease in
consumer spending and consumption;
●
competition from
other shopping malls and sales outlets;
●
local real estate
market conditions, such as oversupply or lower demand for retail
space;
●
changes in interest
rates and availability of financing;
●
the exercise by our
tenants of their right to early termination of their
leases;
●
vacancies, changes
in market rental rates and the need to periodically repair,
renovate and re-lease space;
●
increased operating
costs, including insurance expenses, salary increases, utilities,
real estate taxes, federal and local taxes and higher security
costs;
●
the impact of
losses resulting from civil disturbances, strikes, natural
disasters, terrorist acts or acts of war;
●
significant fixed
expenditures associated with each investment property, such as debt
service payments, real estate taxes, insurance and maintenance
costs;
●
declines in the
financial condition of our tenants and our ability to collect rents
when due;
●
changes in our or
our tenants’ ability to provide for adequate maintenance and
insurance that result in a reduction in the useful life of a
property; and
●
changes in law or
governmental regulations (such as those governing usage, zoning and
real property taxes) or changes in the exchange controls or
government action (such as expropriation).
If any
one or more of the foregoing conditions were to affect our
activities, this could have a material adverse effect on our
financial condition and results of operations, and as a result, on the
Company’s results.
We could be adversely affected by decreases in the value of our
investments.
Our
investments are exposed to the risks generally inherent to the real
estate industry, many of which are out of our control. Any of these
risks could adversely and materially affect our business, financial
condition and results of operations. Any returns on capital
expenditures associated with real estate are dependent upon sales
volumes and/or revenue from leases and the expenses incurred. In
addition, there are other factors that may adversely affect the
performance and value of a property, including local economic conditions
prevailing in the area where the property is located, macroeconomic
conditions in Argentina and globally, competition, our ability to
find leases and our ability to perform on our leases, changes in
legislation and in governmental regulations (such as the use of
properties, urban planning and real estate taxes) as well as
exchange controls (given that the real estate market in Argentina
relies on the U.S. dollar to determine valuations), variations in
interest rates (including the risk of an increase in interest rates
that reduces sales of lots for residential development) and the
availability of third party financing. In addition, given the
relative illiquidity of the Argentine real estate market, we could
be unable to effectively respond to adverse market conditions
and/or be compelled to undersell one or more properties. Some
significant expenses, such as debt service, real estate taxes and
operating and maintenance costs do not fall when there are
circumstances that reduce the revenue from an investment,
increasing our relative expenditures. These factors and events
could impair our ability to respond to adverse changes in the
returns on our investments, which in turn could have an adverse
effect on our financial position and the results of our
operations.
Our level of debt may adversely affect our operations and our
ability to pay our debt as it becomes due and our capacity to
successfully access the local and international markets on
favorable terms affects our cost of funding.
As of
December 31, 2024, our consolidated financial gross debt amounted
to ARS 451,287 million. We are generating sufficient funds from our
operating cash flows to meet our debt service obligations and our
ability to obtain new financing is adequate. Considering the
current availability of loan
financing in Argentina, we cannot assure you that we will have
sufficient cash flows and adequate financial structure in the
future.
Our
leverage may affect our ability to refinance existing debt or
borrow additional funds to finance working capital requirements,
acquisitions and capital expenditures. Access to equity and debt
financing options may be restricted and it may be uncertain how
long these economic circumstances may last. This would require us
to allocate a substantial portion of cash flow to repay principal
and interest, thereby reducing the amount of money available to
invest in operations, including acquisitions and capital
expenditures.
We may
not be able to generate sufficient cash flows from operations to
satisfy our debt service requirements or to obtain future
financing. If we cannot satisfy our debt service requirements or if
our defaults on any financial or other covenants in our debt
arrangements, the lenders and/or holders of IRSA’s securities
will be able to accelerate the maturity of such debt or default
under other debt arrangements. Our ability to service debt
obligations or to refinance them will depend upon our future
financial and operating performance, which will, in part, be
subject to factors beyond our control such as macroeconomic
conditions and regulatory changes in Argentina. If we cannot obtain
future financing, we may have to delay or abandon some or all of
our planned capital expenditures, which could adversely affect our
ability to generate cash flows and repay our obligations as they
become due.
Our assets are highly concentrated in certain geographic areas and
an economic downturn in such areas could have a material adverse
effect on our results of operations and financial
condition.
As of
December 31, 2024, most of our revenue from leases and services
provided by the Shopping Malls segment derived from properties
located in the City of Buenos Aires and the Greater Buenos Aires
metropolitan area. In addition, all of our office buildings are
located in Buenos Aires and a substantial portion of our revenue is
derived from such properties. Although we own properties and may
acquire or develop additional properties outside Buenos Aires and
the Greater Buenos Aires metro area, we could be largely affected by economic
conditions or by other effects which could affect these high
populated areas. Consequently, an economic downturn in those
areas could cause a
reduction in our rental income and adversely affect its ability to
comply with our debt service and fund
operations.
The loss of tenants could adversely affect our operating revenue
and value of our properties.
Although no single
tenant represents more than 6.9% of the annual base rent for the
six-month period ended December 31, 2024, if a significant number
of tenants at its retail or office properties were to experience
financial difficulties, including bankruptcy, insolvency or a
general downturn of business, or if we failed to retain them, our business could be
adversely affected. Further, our shopping malls typically have a
significant “anchor” tenant, such as well-known
department stores, that generate consumer traffic at each mall. A
decision by such tenants to cease operating at any of our shopping
mall properties could have a material adverse effect on our
financial condition and the results of our operations. In addition,
the closing of one or more stores that attract consumer traffic may
motivate other tenants to terminate or to not renew their leases,
to seek rent concessions and/or close their stores. Moreover,
tenants at one or more properties might terminate their leases as a
result of mergers, acquisitions, consolidations, dispositions or
bankruptcies. The bankruptcy and/or closure of multiple stores, if
we are not able to successfully release the affected space, could
have a material adverse effect on both the operating revenue and
underlying value of the properties involved.
We may face risks associated with acquisitions of
properties.
As part
of the our growth strategy, we have acquired, and intend to do so
in the future, properties, including large properties, that tend to
increase the size of our operations and potentially alter our
capital structure. Although we believe that the acquisitions we
have completed in the past and that we expect to undertake enhance
the Company’s financial performance, the success of such
transactions is subject to a
number of uncertainties, including the risk that:
●
we may not be able
to obtain financing for acquisitions on favorable
terms;
●
acquired properties
may fail to perform as expected;
●
the actual costs of
repositioning or redeveloping acquired properties may be higher
than the Company’s estimates;
●
acquired properties
may be located in new markets where we may have limited knowledge
and understanding of the local economy, absence of business
relationships in the area or are unfamiliar with local governmental
and permitting procedures; and
●
we may not be able
to efficiently integrate acquired properties, particularly
portfolios of properties, into the Company’s organization and
to manage new properties in a way that allows it to realize cost
savings and synergies.
The Company’s future acquisitions may not be
profitable.
We seek
to acquire additional shopping malls to the extent we manage to
acquire them on favorable terms and conditions and they meet our
investment criteria. Acquisitions of commercial properties entail
general investment risks associated with any real estate
investment,
including:
●
the Company’s
estimates of the cost of improvements needed to bring the property
up to established standards for the market may prove to be
inaccurate;
●
properties we
acquire may fail to achieve, within the time frames we project, the
occupancy or rental rates we expect to achieve at the time we make
the decision to acquire, which may result in the properties’
failure to achieve the returns we projected;
●
the Company’s
pre-acquisitions evaluation and the physical condition of each new
investment may not detect certain defects or identify necessary
repairs, which could significantly increase our total acquisition
costs; and
●
the Company’s
investigation of a property or building prior to its acquisition,
and any representations we may receive from the seller of such
building or property, may fail to reveal various liabilities, which
could reduce the cash flow from the property or increase our
acquisition cost.
If we
acquired a business, we will be required to merge and integrate the
operations, personnel, accounting and information systems of such
acquired business. In addition, acquisitions of or investments in
companies may cause disruptions in our operations and divert
management’s attention
away from day-to-day operations, which could impair our
relationships with our current tenants and employees.
An adverse economic environment for real estate companies and
credit crises may adversely affect our results of
operations.
The
success of our business and profitability of its operations depend
on continued investment in real estate and access to long-term
financing. A prolonged crisis of confidence in real estate
investments and lack of credit for acquisitions may constrain our
growth and the maintenance of
our current business and operations. As part of our strategy, we
intend to increase our properties portfolio through strategic
acquisitions at favorable prices, where we believe we can bring the
necessary expertise to enhance property values. In order to pursue
acquisitions, we may require capital or debt financing. Disruptions
in the financial markets may adversely impact our ability to
refinance existing debt and the availability and cost of credit in
the future. Any consideration of sales of existing properties or
portfolio interests may be offset by lower property values. Our
ability to make scheduled payments or to refinance our existing
debt obligations depends on our operating and financial
performance, which in turn is subject to prevailing economic
conditions. If disruptions in financial markets prevail or arise in
the future, we cannot provide assurances that Argentine government
responses to such disruptions will restore investor
confidence.
In
September 2021, Evergrande, one of China’s largest real
estate companies, announced that it would be unable to meet its
debt obligations. Since then, the markets have been negatively
impacted by the announcement. In August 2023, Evergrande filed for
bankruptcy, seeking recognition of foreign restructuring
proceedings before the High Court of Hong Kong and the High Court
of the Eastern Caribbean Supreme Court of the British Virgin
Islands. In January 2024, the High Court of Hong Kong ordered
Evergrande to liquidate its subsidiary in mainland China following
a failed attempt to restructure USD 300 billion owed to its
creditors. Liquidators have begun legal actions to recover around
USD 6 billion from various defendants, including former
executives.
The
real estate sector in China accounts for approximately 30% of the
China’s economic activity, and more than two-thirds of
household wealth is tied to the real estate sector.
We
cannot predict whether, and to what extent, the uncertainty of the
property crisis in China may and how will affect our business,
stabilize the markets or
increase liquidity and the availability of credit.
Our revenue and profit may be materially and adversely affected by
continuing inflation and economic activity in
Argentina.
Our
business is mainly driven by consumer spending since a portion of
the revenue from our Shopping Malls segment derives directly from
the sales of our tenants, whose revenue relies on the sales to
consumers. As a result, our revenues and net income are impacted to
a significant extent by economic conditions in Argentina, including
the development in the textile industry and domestic consumption. Consumer spending is
influenced by many factors beyond our control, including consumer
perception of current and future economic conditions, inflation,
political uncertainty, rates of employment, interest rates,
taxation and currency exchange rates. Any continuing economic
slowdown, whether actual or perceived, could significantly reduce
domestic consumer spending in Argentina and therefore adversely
affect our business, financial condition and results
of operations.
Some of the land we have purchased is not zoned for development and
we may be unable to obtain, or may face delays in obtaining, the
necessary zoning permits and other authorizations.
We own
several plots of land which are not zoned for our intended
development plans. In addition, we have not yet applied for the
required land use, building, occupancy and other required
governmental permits and authorizations for these properties. We
cannot assure you that we will continue to be successful in our
attempts to rezone land and to obtain all necessary permits and
authorizations, or that rezoning efforts and permit requests will
not be delayed or rejected. Moreover, we may be affected by
building moratoriums and anti-growth legislation. If we
are
unable to obtain the governmental permits and authorizations that
we need to develop our present and future projects as planned, we
may be forced to make unwanted modifications to such projects or
abandon them altogether.
We may face risks associated with land-takings in
Argentina.
Land-taking is a
long-standing problem in Argentina that has escalated throughout
the years with every economic crisis.
The
spread of land takes has revived an old debate in Argentina. There
is a conflict between two groups that claim, on the one hand, a
right to decent housing, and on the other hand a group that claims
that the right to private property should be respected
Argentina’s constant and cyclical economic crises over the
past 50 years have also caused poverty to rise sharply, so less
people can access a roof, resulting in a housing
deficit.
As a
consequence, we cannot provide assurance that Argentine government
responses to such disruptions will restore investor confidence in
Argentine lands, which could
have an adverse impact on our financial condition and results of
operations.
Our dependence on rental income may adversely affect our ability to
meet our debt obligations.
A
substantial part of our revenue is derived from rental income. As a
result, our performance depends on our ability to collect
rent from our tenants. Our
revenue and profits would be negatively affected if a significant
number of our tenants or any significant tenant were
to:
●
delay lease
commencements;
●
decline to extend
or renew leases upon expiration;
●
fail to make rental
payments when due; or
●
close stores or
declare bankruptcy.
Any of
these actions could result in the termination of leases and the
loss of related rental income. In addition, we cannot assure you
that any tenant whose lease
expires will renew that lease or that we will be able to re-let the
space on economically reasonable terms. The loss of rental revenue
from a number of our tenants and our inability to replace such
tenants may adversely affect our profitability and its ability to
comply with our debt service obligations. These factors are
particularly disruptive in the context of emergency situations,
such as pandemics or epidemics, which may cause significant adverse
impacts on our business.
It may be difficult to buy and sell real estate quickly and
transfer restrictions may apply to part of our portfolio of
properties.
Real
estate investments are relatively illiquid and this tends to limit
our ability to change the mix of our portfolio in response to
economic circumstances or other conditions. In addition,
significant expenditures associated with each investment, such as
mortgage payments (if any), real estate taxes and maintenance
costs, are generally not reduced when an investment generates lower
revenue. If revenue from a property declines while expenses remain
the same, our results of operations would be adversely affected.
Certain properties are mortgaged and if we were unable to meet our
underlying payment obligations, we could suffer losses as a result
of foreclosures on those mortgaged properties. Furthermore, if we
are required to dispose of one or more of our mortgaged properties,
we would not be able to obtain release of the mortgage interest
without payment of the associated debt. The foreclosure of a
mortgage on a property or inability to sell a property could
adversely affect our business. In this kind of
transactions, we may agree not to sell the acquired properties for
a considerable time which could affect our results of
operations.
Our ability to grow will be limited if we cannot obtain additional
financing.
Although we are
liquid as of the date of this report on Form 6-K, we must maintain
liquidity to fund our working capital, service our outstanding
indebtedness and finance investment opportunities. Without
sufficient liquidity, we could be forced to curtail our
operations or may not be able
to pursue new business opportunities.
Our
growth strategy is focused on the development and redevelopment of
properties we already own and the acquisition of additional
properties for development. As a result, we are likely to have to
depend to an important degree on the availability of capital
financing, which may or may not be available on favorable terms if
at all. We cannot assure you that additional financing, refinancing
or other capital will be available in the amounts we require or on
favorable terms. Our access to debt or equity capital markets
depends on a number of factors, including the market’s
perception of our growth potential, our ability to pay dividends,
our financial condition, our credit rating and our current and
potential future earnings. Depending on these factors, we could
experience delays or difficulties in implementing our growth
strategy on satisfactory terms or at all.
The
capital and credit markets for Argentina have been experiencing
extreme volatility and disruption since the last years. If our
current resources do not satisfy our liquidity requirements, we may
have to seek additional financing. The availability of financing
will depend on a variety of factors, such as economic and market
conditions, the availability of credit and our credit ratings, as
well as the possibility that lenders could develop a negative
perception of the prospects of risk in Argentina, of us or the
industry generally. We may not be able to successfully obtain any
necessary additional financing on favorable terms, or at
all.
A downgrade in our credit rating could negatively impact our cost
of and ability to access capital.
Our
credit ratings are an important part of maintaining our liquidity.
Any downgrade in credit ratings could potentially increase our
borrowing costs or, depending on the severity of the downgrade,
substantially limit our access to capital markets, require us to
make cash payments or post collateral and permit termination by
counterparties of certain significant contracts. Factors that may
impact our credit ratings include, among others, debt levels,
planned asset purchases or sales, and near-term and long-term
growth opportunities. Factors such as liquidity, asset quality,
cost structure, product mix, and others are also considered by the
rating agencies. A ratings downgrade could adversely impact our
ability to access debt markets in the future, increase the cost of
future debt, and potentially require us to post letters of credit
for certain obligations.
Adverse incidents that occur in our shopping malls may result in
damage to our reputation and a decrease in the number of
customers.
Given
that our shopping malls are open to the public, with significant
circulation of people, accidents, theft, robbery, public protest,
pandemic effects and other incidents may occur in our facilities,
regardless of the preventative measures we adopt. If such an
incident or series of incidents
occurs, shopping mall customers and visitors may choose to visit
other shopping venues that they believe are safer, which may cause
a reduction in the sales volume and operating income of our
shopping malls.
Argentine laws governing leases impose restrictions that limit our
flexibility.
Argentine laws
governing leases impose certain restrictions. In December 2023, the
current Argentine administration approved Decree No. 70/2023, which
modifies certain aspects of
lease agreements in Argentina, repeals Law No. 27,551 and amends
certain sections of the Argentine Civil and Commercial Code. The
following are the main aspects of the real estate leasing sector
that were modified through Decree No. 70/2023: (i) the legal
minimum terms applicable to leases have been removed and, if no
term is specified in the lease agreement, the default term under
the Argentine Civil and Commercial Code is two years for permanent
residential leases with or without furniture or three years for
other uses and for temporary leases; (ii) rent can be set in
Argentine Pesos or foreign currency and, if it is set in a foreign
currency, the tenant cannot require the landlord to accept payment
in a different currency; and (iii) the parties may freely agree on
the payment frequency, which cannot be less than one
month.
Under
the Argentine laws governing leases, we are exposed to the risk of
exercise of rescission rights by our tenants, which could
materially and adversely affect our business and results of
operations. We cannot assure you that our tenants will not exercise
such right, especially if rental rates stabilize or decline in the
future or if economic conditions continue to deteriorate. In addition, we cannot predict
at this time how Decree No. 70/2023 may affect our business, result
of operations or financial condition.
We may be liable for certain defects in our buildings.
The
Argentine Civil and Commercial Code imposes liability for real
estate developers, builders, technical project managers and
architects in case of hidden defects in a property for a period of
three years from the date title on the property is tendered to the
purchaser, even when those defects did not cause significant
property damage. If any defect affects the structural soundness or
makes the property unfit for use, the liability term is ten
years.
In our
real estate developments, we usually act as developers and sellers while
construction generally is carried out by third party contractors.
Absent a specific claim, we cannot quantify the potential cost of
any obligation that may arise as a result of a future claim, and we
have not recorded provisions associated with them in our financial
statements. If we were required to remedy any defects on completed
works, our financial condition and results of operations could be
adversely affected.
We could have losses if we have to resort to eviction proceedings
in Argentina to collect unpaid rent because such proceedings are
complex and time-consuming.
Although Argentine
law permits filing of an executive proceeding to collect unpaid
rent and a special proceeding to evict tenants, eviction
proceedings in Argentina are complex and time-consuming.
Historically, the heavy workloads of the courts and the numerous
procedural steps required have generally delayed landlords’
efforts to evict tenants. Eviction proceedings generally take between six months and two
years from the date of filing of the suit to the time of actual
eviction.
Historically, we
have sought to negotiate the termination of leases with defaulting
tenants after the first few months of non-payment in an effort to
avoid legal proceedings.
Delinquency may increase significantly in the future, and such
negotiations with tenants may not be as successful as they have
been in the past. Moreover, new Argentine laws and regulations may
forbid or restrict eviction, and in each such case they would
likely have a material and adverse effect on our financial
condition and results of operations.
Climate change may have adverse effects on our
business.
We, our
customers, and communities in which we operate, may be adversely
affected by the physical risks of climate change, including
increases in temperatures, sea levels, and the frequency and
severity of adverse climatic events including fires, storms, floods
and droughts. These effects,
whether acute or chronic in nature, may directly impact us and our
customers through disruptions to business and economic activity or
impacts on income and asset values.
Climate
change implies multiple drivers of financial risk that could
adversely affect us:
●
Transition risks: the move to a
low-carbon economy, both at idiosyncratic and systemic levels -such
as through policy, regulatory and technological changes, and
business and consumers preferences- could increase our expenses and
impact our strategies.
●
Physical risks: discrete events, such
as flooding and wildfires, and extreme weather impacts and
longer-term shifts in climate patterns, such as extreme heat, sea
level rise and more frequent and prolonged drought, which could
result in financial losses that could impair asset values and the
creditworthiness of our customers. Such events could disrupt our
operations or those of our customers or third parties on which we
rely and do business with.
●
Liability risks: parties who may suffer
losses from the effects of climate change may seek compensation
from state entities, regulators, investors and lenders, among
others.
●
Credit risks: physical climate change
could lead to increased credit exposure and companies with business
models not aligned with the transition to a low-carbon economy may
face a higher risk of reduced corporate earnings and business
disruption due to new regulations or market shifts.
●
Market and liquidity risks: market and
liquidity changes in the most carbon-intensive sectors could affect
energy and commodity prices, corporate bonds, equities and certain
derivatives contracts.
●
Increasing
frequency of severe weather events could affect macroeconomic
conditions, weakening fundamental factors such as economic growth,
employment and inflation. Companies could face liquidity risks
derived from cash outflows targeted to improve their reputation in
the market or solve climate-related problems.
●
Operational risks: severe weather
events could directly impact business continuity and operations
both of customers and our operations.
●
Regulatory compliance risks: increased
regulatory compliance risk may result from the increasing pace,
breadth and depth of regulatory expectations requiring
implementation in short timeframes across multiple jurisdictions
and from changes in public policy, laws and regulations in
connection with climate change and related environmental
sustainability matters.
●
Conduct risks: increasing demand for
“green” products where there are differing and
developing standards or taxonomies.
●
Reputational risk: our reputation and
client relationships may be damaged as a result of our practices
and decisions related to climate change, social and environmental
matters, or to the practices or involvement of our clients vendors
or suppliers, in certain industries or projects associated with
causing or exacerbating climate change.
Initiatives to
mitigate or respond to climate change may impact market and asset
prices, economic activity, and customer behavior, particularly in
emissions intensive industry sectors and geographies affected by
these changes. Any of the conditions
described above, or failure to effectively manage and
disclose these risks could adversely affect our business,
prospects, reputation, financial performance or financial
condition.
The recurrence of a credit crisis could have a negative impact on
our major customers, which in turn could materially adversely
affect our results of operations and liquidity.
Argentina is
undergoing a credit crisis that could negatively impact our
tenants’ ability to comply with their lease obligations. The
impact of a future credit crisis on our major tenants cannot be
predicted and may be quite severe. A disruption in the ability of
our significant tenants to access liquidity could pose serious
disruptions or an overall deterioration of their businesses, which
could lead to a significant reduction in future orders of their
products and their inability or failure to comply with their
obligations, any of which could have a material adverse effect on
our results of operations and liquidity.
We are subject to risks inherent to the operation of office
buildings that may affect our profitability.
Office
buildings are exposed to various factors that may affect their development,
administration and profitability, including the following
factors:
●
lower demand for
office space as a consequence of the implementation of hybrid and
home office work;
●
a deterioration in
the financial condition of our tenants that causes defaults under
leases due to lack of liquidity, access to capital or for other
reasons;
●
difficulties or
delays renewing leases or re-leasing space;
●
decreases in rents
as a result of oversupply, particularly offerings at newer or
re-developed properties;
●
competition from
developers, owners and operators of office properties and other
commercial real estate, including sublease space available from our
tenants;
●
maintenance, repair
and renovation costs incurred to maintain the competitiveness of
our office buildings;
●
exchange controls
that may interfere with their ability to pay rents that generally
are pegged to the U.S. dollar;
●
the consequences of
a pandemic, epidemic or disease outbreak that would produce lower
demand for offices spaces; and
●
an increase in our
operating costs, caused by inflation or by other factors could have
a material adverse effect on us if our tenants are unable to pay
higher rent as a result of increased expenses.
The Company’s investment in property development and
management activities may be less profitable than we
anticipate.
We are
engaged in the development and construction of properties to be
used for office, residential or commercial purposes, shopping malls
and residential complexes, in general through third-party
contractors. Risks associated with our development, reconversion and construction activities
include the following, among others:
●
abandonment of
development opportunities and renovation proposals;
●
construction costs
may exceed our estimates for reasons including higher interest
rates or increases in the cost of materials and labor, making a
project unprofitable;
●
occupancy rates and
rents at newly completed properties may fluctuate depending on a
number of factors, including market and economic conditions,
resulting in lower than projected rental revenue and a
corresponding lower return on our investment;
●
pre-construction
buyers may default on their purchase contracts or units in new
buildings may remain unsold upon completion of
construction;
●
lack of affordable
financing alternatives in the private and public debt
markets;
●
sale prices of
residential units may be insufficient to cover development
costs;
●
construction and
lease commencements may not be completed on schedule, resulting in
increased debt service expense and construction costs;
●
failure or delays
in obtaining necessary zoning, land-use, building, occupancy and
other required governmental permits and authorizations, or building
moratoria and anti-growth legislation;
●
significant time
lags between the commencement and completion of projects subjects
us to greater risks due to fluctuation in the general
economy;
●
construction may be
delayed because of a number of factors, including weather, strikes
or delays in receipt of zoning or other regulatory approvals, or
man-made or natural disasters, resulting in increased debt service
expense and construction costs;
●
changes in our
tenants’ demand for rental properties outside of Buenos
Aires; and
We may
incur capital expenditures that require considerable time and
effort and which may never be completed due to government
restrictions or overall market
conditions.
In
addition, we may face claims for the enforcement of labor laws in
Argentina. Many companies hire personnel from third parties that
provide outsourced services, and sign indemnity agreements if labor
claims from employees of such third parties arise. However, in
recent years several courts have rejected the existence of
independence in those labor relations and ruled that joint and
several responsibilities by both companies.
While the Company’s policies with respect to
expansion, renovation and development activities are intended to
limit some of the risks otherwise associated with such activities,
we are nevertheless subject to risks associated with property
development, such as cost overruns, design changes and timing
delays arising from a lack of availability of materials and labor,
weather conditions and other factors outside of our control,
as well as financing costs that, may exceed original estimates,
possibly making the associated investment unprofitable. Any delays
or unanticipated expenses could adversely affect the investment
returns from these development projects and harm our operating
results.
Greater than expected increases in construction costs could
adversely affect the profitability of our new
developments.
Our
business activities include real estate developments. One of the
main risks related to this activity corresponds to potential
increases in construction costs, which may be driven by higher
demand and new development projects in the shopping malls and buildings sectors. Increases
higher than those included in the original budget may result in
lower profitability than expected.
Profitability of real estate developments may also
be impacted by failure to obtain financing on favorable terms,
delays in construction, and failure to obtain necessary
zoning, land use, building, occupancy and other required
governmental permits and authorizations.
The increasingly competitive real estate sector in Argentina may
adversely affect our ability to rent or sell office space and other
real estate and may affect the sale and lease price of our
premises.
Our
real estate activities are highly concentrated in the Buenos Aires
metropolitan area where the market is highly competitive due to a
scarcity of properties in sought-after locations and an increasing
number of local and international competitors. The Argentine real
estate industry is highly competitive and fragmented and does not
have high barriers to entry for new competitors. The main
competitive factors in the real estate development business include
availability and location of land, price, funding, design, quality,
reputation and partnerships with developers. A number of
residential and commercial developers and real estate service
companies compete in identifying land acquisition opportunities,
attracting financial resources, and appealing to prospective
purchasers and tenants. Other companies, including joint ventures
of foreign and local companies, have become increasingly active in
the market, further increasing competition. If one or more of our
competitors is able to acquire and develop desirable properties,
because it has access to greater financial resources or otherwise,
if we are unable to respond to such pressures as promptly as our
competitors, or competition increases,
our business and financial condition could be adversely
affected.
All
of our shopping mall and commercial office properties are located
in Argentina. There are other shopping malls and independent retail
stores and residential properties that are within the geographic
scope of each of our properties. The number of competing properties
in a particular area could have a material adverse effect both on
our ability to lease retail space in our shopping malls or sell
units in our residential complexes and on the amount of rent or the
sale price that we are able to charge. We cannot assure you that
other shopping mall operators will not invest in Argentina in the
near future. If additional competitors become active in the
shopping mall segment, such competition could have a material
adverse effect on our results of operations.
Substantially all of our offices and other
non-shopping mall rental properties are located in developed urban
areas. There are many office buildings, shopping malls,
retail and residential premises in the areas where our properties
are located. This is a highly fragmented market, and the abundance
of comparable properties in our vicinity may adversely affect our
ability to rent or sell office space and other real estate and may
affect the sale and lease price of our premises. In the future,
both national and foreign companies may participate in
Argentina’s real estate development market, competing with us
for business opportunities.
Some potential losses are not covered by insurance and certain
kinds of insurance coverage may become prohibitively
expensive.
We
currently have insurance policies in place that cover potential
risks such as civil liability, all operational risks (including,
among others, fire, loss of profits, floods, natural events, and
other material damages to our assets), and terrorism, in all of our
properties. Although we believe the policy specifications and
insured limits of these policies are customary, there are certain
types of losses, such as leases and other contract claims and acts
of war, that are generally not covered under the insurance policies
offered in Argentina. In the event of a loss that was not insured
or a loss in excess of insured limits, we could lose all or a
portion of the capital we have invested in a property, as well as
our anticipated future revenue. In such an event, we might
nevertheless remain obligated for any mortgage debt or other
financial obligations related to the property. We cannot assure you
that material losses in excess of insurance proceeds will not occur
in the future. If any of our properties were to experience a
catastrophic loss, it could seriously disrupt our operations, delay revenues, and result in large
expenses to repair or rebuild the property.
We
have life or incapacity insurance for our employees. If any of our
employees were to die or become disabled, we could experience
losses caused by a disruption in our operations which will not be
covered by insurance, and this could have a material adverse effect
on our financial condition and results of operations.
Moreover, we cannot assure that we will be
able to renew its insurance coverage in an adequate amount or at
reasonable prices. It is possible that insurance companies no
longer offer coverage for certain types of losses, or, if they do,
these types of insurance may be prohibitively
expensive.
An uninsured loss or a loss that exceeds policies on our properties
could subject us to lost capital or revenue on those
properties.
The
terms of our standard form property leases currently in effect,
require tenants to indemnify and hold us harmless from liabilities
resulting from injury to persons or property at or outside the
premises, due to activities conducted on the properties, except for
claims arising from negligence or intentional misconduct of our
agents. Tenants are generally required, at the tenant’s
expense, to obtain and keep in full force during the term of the
lease, liability insurance policies. we cannot provide assurance
that our tenants will be able to properly maintain their insurance
policies or have the ability to pay deductibles. If an uninsured
loss occurs or a loss arises that exceeds the combined aggregate
limits for the policies, or if a loss arises that is subject to a
substantial deductible under an insurance policy, we could lose all
or part of our capital invested in, and anticipated revenue from,
one or more of our properties, which could have a material adverse
effect on our business, financial condition and results of
operations.
Demand for our premium properties, aimed at high-income consumers,
may not be sufficient.
We have
focused on development projects that cater to affluent consumers
and we have entered into property barter arrangements pursuant to
which we contribute undeveloped land parcels to joint venture
entities with developers who agree to deliver units at premium development locations in
exchange for our land contribution. When the developers return
these properties to us, demand for premium residential units could
be significantly lower. In such case, we would be unable to sell
these residential units at the estimated prices or time frame,
which could have an adverse effect on our financial condition and
results of operations.
The shift by consumers to purchasing goods over the internet, where
barriers to entry are low, may negatively affect sales at our
shopping malls.
In
recent years, internet retail sales have grown significantly in
Argentina, even though the market share of such sales is still
modest. The Internet enables manufacturers and retailers to sell
directly to consumers, diminishing the importance of traditional
distribution channels such as retail stores and shopping malls. We
believe that our target consumers are increasingly using the
Internet, from home, work or elsewhere, to shop electronically for
retail goods, and this trend is likely to continue. Retailers at
our properties face increasing competition from online sales and
this could cause the termination or non-renewal of their leases or
a reduction in their gross sales, affecting our percentage
rent-based revenue. If e-commerce and online retail sales continue
to grow, retailers’ and consumers’ reliance on our
shopping malls could be materially diminished, having a material
adverse effect on our financial condition, results of operations
and business prospects.
We are subject to risks affecting the hotel industry.
The
full-service segment of the lodging industry in which our hotels
operate is highly competitive. The operational success of our
hotels is highly dependent on our ability to compete in areas such
as access, location, quality of accommodations, rates, quality food
and beverage facilities and other services and amenities. Our
hotels may face additional competition if other companies decide to
build new hotels or improve their existing hotels to increase their
attractiveness.
●
In addition, the
profitability of our hotels depends on:
●
our ability to form
successful relationships with international and local operators to
run our hotels;
●
changes in tourism
and travel trends, including seasonal changes and changes due to
pandemic outbreaks, such as the Influenza A Subtype H1N1 and Zika
viruses, a potential Ebola outbreak, COVID-19, monkeypox, among
others, or weather phenomenons or other natural events, such as the
eruption of the Puyehué and the Calbuco volcanos in June 2011
and April 2015, respectively;
●
affluence of
tourists, which can be affected by a slowdown in global and local
economy; and
●
taxes and
governmental regulations affecting wages, prices, interest rates,
construction procedures and costs.
Our business is subject to extensive regulation and additional
regulations may be imposed in the future.
Our
activities are subject to Argentine federal, state and municipal
laws, and to regulations, authorizations and licenses required with
respect to construction, zoning, use of the soil, environmental
protection and historical landmark preservation, consumer
protection, antitrust and other requirements, all of which affect
our ability to acquire land, buildings and shopping malls, develop
and build projects and negotiate with customers. In addition,
companies in this industry are subject to increasing tax rates, the
introduction of new taxes and changes in the taxation regime. We
are required to obtain permits from different government agencies
in order to carry out our projects. Maintaining our licenses and authorizations can be costly. If we
fail to comply with such laws, regulations, licenses and
authorizations, we may face fines, project shutdowns, and
cancellation of licenses and revocation of
authorizations.
Antitrust
laws in Argentina could limit our ability to expand our business
through acquisitions or joint ventures. Argentine antitrust laws
contain provisions that require authorization by the antitrust
authorities in those countries for the acquisition of, or entering
into joint venture agreements with, companies with a relevant
market share.
In
addition, public agencies may issue new and stricter standards, or
enforce or construe existing laws and regulations in a more
restrictive manner, which may force us to incur expenditures in
order to comply. Development activities are also subject to risks
of potential delays in or an inability to obtain all necessary
zoning, environmental, land-use, development, building, occupancy
and other permits and authorizations. Any such delays or failures
to obtain such government approvals may have an adverse effect on
our business.
In the past, the Argentine government issued
regulations regarding leases in response to housing shortages, high
rates of inflation and difficulties in accessing credit.
Such regulations limited or prohibited increases on rental prices
and prohibited eviction of tenants, even for failure to pay rent.
Most of our leases provide that tenants pay all costs and taxes
related to their respective leased areas. In the event of a
significant increase in such costs and taxes, the Argentine
government may respond to political pressure to intervene by
regulating this practice, thereby negatively affecting our rental
income. We cannot assure you that the Argentine government will not
impose similar or other regulations in the future. Changes in
existing laws or the enactment of new laws governing the ownership,
operation or leasing of shopping malls and office properties in
Argentina could negatively affect the real estate and the rental
market and materially and adversely affect our operations and
financial condition.
Labor relations may negatively impact us.
As of
December 31, 2024, 59.9% of our workforce was represented by unions
under collective bargaining agreements. Although we currently enjoy
good relations with our employees and their unions, we cannot
assure you that labor relations will continue to be positive or that
deterioration in labor relations will not materially and adversely
affect us.
Our results of operations include unrealized revaluation
adjustments on investment properties, which may fluctuate
significantly over financial periods and may materially and
adversely affect our business, results of operations and financial
condition.
During
the year ended December 31, 2024, we had fair value loss on
investment properties of ARS 232,859 million. Although the upward
or downward revaluation adjustments reflect unrealized capital
gains or losses on our investment properties during the relevant
periods, the adjustments do not reflect the actual cash flow or
profit or losses generated from the sales or rental of our
investment properties. Unless such investment properties are
disposed of at similarly revalued amounts, we will not realize the
actual cash flow. The amount of revaluation adjustments has been,
and will continue to be, significantly
affected by the prevailing property markets and macroeconomic
conditions prevailing in Argentina and will be subject to market
fluctuations in those markets.
We cannot guarantee whether changes in market
conditions will increase, maintain or decrease the historical
average fair value gains on our investment properties or at
all. In addition, the fair value of our investment properties may
materially differ from the amount we receive from any actual sale
of an investment property. If there is any material downward
adjustment in the revaluation of our investment properties in the
future or if our investment properties are disposed of at
significantly lower prices than their valuation or appraised value,
our business, results of operations and financial condition may be
materially and adversely affected.
Due to the currency mismatches between our assets and liabilities,
we have high currency exposure.
As of
December 31, 2024, the majority of our liabilities, such as our
Series XIV, XV, XVI, XVII, XVIII, XX, XXII and XXIII Notes, were
denominated in U.S. dollars while the Company’s revenues are
mainly denominated in Argentine Pesos. This currency gap mainly
affects our operational flows to pay interests of our U.S. dollar
denominated debt, considering our assets are transacted in U.S
dollars. In addition, restrictions to access to MLC to acquire the
required U.S. dollars to pay our U.S. dollar denominated debt or
future regulations that may be enacted establishing a different
exchange rate (higher than the current official exchange rate) to
convert the Argentine Pesos into U.S. dollars exposes us to a risk
of volatility, which may adversely affect our financial results if
the U.S. dollar appreciates against the Argentine Peso and may
affected our ability to pay interests of our U.S. dollar
denominated debt. Any
depreciation of the Argentine Peso against the U.S. dollar
increases the nominal amount of our debt in Argentine Pesos, which
further adversely affects the results of our operations and
financial conditions and may increase the collection risk of our
leases and other receivables from our tenants and mortgages, most
of which generate Argentine Peso denominated revenue.
We issue debt in the local and international capital markets as one
of our main sources of funding and our capacity to successfully
access the local and international markets on favorable terms
affects our cost of funding.
Our
ability to successfully access the local and international capital
markets on acceptable terms depends largely on capital markets
conditions prevailing in Argentina and internationally. We have no
control over capital markets conditions, which can be volatile and
unpredictable. If we are unable to issue debt in the local and/or
international capital markets and on terms acceptable to us,
whether as a result of regulations and foreign exchange
restrictions, a deterioration in capital markets conditions or
otherwise, we would likely be compelled to seek alternatives for
funding, which may include short-term or more expensive funding
sources. If this were to happen, we may be unable to fund our
liquidity needs at competitive costs and our business results of
operations and financial condition may be materially and adversely
affected.
Cybersecurity events could negatively affect our reputation, our
financial condition and our results of operations.
We rely
on the efficient and uninterrupted operation of our platforms, data
processing networks, communication, and internet-based information exchange. We have access to large
amounts of information and control a substantial amount of assets
through online platforms. Therefore, a cybersecurity breach
represents a significant risk for us.
Although our operations do not rely exclusively on
the internet, cybersecurity remains a critical risk for the
Company. We depend on digital systems to manage financial,
operational and administrative information. These systems can be
subject to cyber intrusions, viruses, ransomware, denial-of-service
attacks, phishing, identity theft, and other disruptions that could
affect our operations and cause financial losses or damage to our
reputation.
We have
implemented robust security measures, including multi-factor
authentication and constant cybersecurity monitoring in our
environment, to protect information and systems. We also raise
awareness among our employees about cybersecurity practices to reduce risks. Despite
these efforts, we cannot guarantee that our systems are completely
free of vulnerabilities.
In
the event of a significant cyberattack, we could face disruptions
in our operations, fraud, or theft of sensitive information that
negatively affect our financial situation and shareholder
confidence. Additionally, insurance coverage may not be sufficient
to cover all potential losses, which could have a negative impact
on our business.
Although we intend to continue implementing
and updating our security technology devices and operational
procedures to prevent cybersecurity damage, it is possible that our
systems are not free of vulnerabilities and that these security
countermeasures could be defeated. If any of these events occur,
our reputation could be damaged, affecting our business, as well as
our results of operations and financial condition.
Property ownership through joint ventures or investees may limit
our ability to act exclusively in our interest.
We
develop and acquire properties in joint ventures with other persons
or entities or make minority investments in entities when we believe circumstances warrant the use of
such structures.
As
of December 31, 2024, we own 50% of the equity of Puerto Retiro and
50% of the equity of Cyrsa S.A. In the Hotel segment, we own 50% of
the equity of Hotel Llao Llao and the other 50% is owned by the
Sutton Group. In the Shopping Malls segment we own 50% of the
equity of Nuevo Puerto Santa Fe S.A., which is the tenant of a
building in which it built and currently operates “La
Ribera” shopping mall.
In
addition, as of December 31, 2024, we hold approximately 29.2% of
the equity of Banco Hipotecario, which the Argentine government is
the controlling shareholder of.
We
could engage in a dispute with one or more of our joint venture
partners or controlling shareholders in an investment that might
affect our ability to operate a jointly-owned property. Moreover,
our joint venture partners or controlling shareholders in an
investment may, at any time, have business, economic or other
objectives that are inconsistent with our objectives, including
objectives that relate to the timing and terms of any sale or
refinancing of a property. For example, the approval of certain of
our investors is required with respect to operating budgets and
refinancing, encumbering, expanding or selling any of these
properties. In some instances, our joint venture partners or
controlling shareholders in an investment may have competing
interests in their markets that could create conflicts of interest.
If the objectives of our joint venture partners or controlling
shareholder in an investment are inconsistent with our own
objectives, we will not be able to act exclusively in our
interests.
If one or more of the investors in any of our
jointly owned properties were to experience financial difficulties,
including bankruptcy, insolvency or a general downturn of business,
there could be an adverse effect on the relevant property or
properties and in turn, on our financial performance. Should a
joint venture partner or controlling shareholder in an investment
declare bankruptcy, we could be liable for our
partner’s common share of joint venture liabilities or
liabilities of the investment vehicle.
We are dependent on our Board of Directors, senior management and
other key personnel.
Our
success, to a significant extent, depends on the continued
employment of Mr. Eduardo S. Elsztain and certain other members of
our Board of Directors and senior management, who have significant
expertise and knowledge of our business and industry. The loss or
interruption of their services for any reason could have a material
adverse effect on our business and results of operations. Our
future success also depends in part upon our ability to attract and
retain other highly qualified
personnel. We cannot assure you that we will be successful in
hiring or retaining qualified personnel, or that any of our
personnel will remain employed by us, which may have a material
adverse effect on our financial condition and results of
operations.
We may face potential conflicts of interest relating to our
principal shareholders.
Our
largest beneficial owner is Mr. Eduardo S. Elsztain, according to
his indirect shareholding through CRESUD SACIF
y A (“CRESUD”). As of December 31, 2024, such
beneficial ownership consisted of 412,158,780 common shares held by
CRESUD. Conflicts of interest between our management and that of
our related companies may arise in connection with the performance
of their respective business activities. As of December 31, 2024,
Mr. Eduardo S. Elsztain also beneficially owned approximately 55.1%
of our common shares. We cannot assure you that our principal
shareholders and our affiliates will not limit or cause us to
forego business opportunities that our affiliates may pursue or
that the pursuit of other opportunities will be in our
interest.
Risks Relating to our Investment in Banco Hipotecario
The stability of the financial system depends upon the ability of
financial institutions, including Banco Hipotecario, to maintain
and increase the confidence of depositors.
As of
December 31, 2024, IRSA owned approximately 29.2% of the
outstanding capital stock of Banco Hipotecario. Banco
Hipotecario’s assets as of such date were ARS 2,883,213.9
million. All of Banco Hipotecario’s operations, properties
and customers are located in Argentina. Accordingly, the quality of
Banco Hipotecario’s loan portfolio, financial condition and
results of operations depend on economic, regulatory and political
conditions prevailing in Argentina. These conditions include growth
rates, inflation rates, exchange rates, changes to interest rates,
changes to government policies, social instability and other
political, economic or international developments either taking
place in, or otherwise affecting,
Argentina.
In
the event that depositors are unable to freely withdraw their money
from banks in the future, there may be a substantial negative
impact on the manner in which financial institutions, including
Banco Hipotecario, conduct their business, and on their ability to
operate as financial intermediaries. Loss of confidence in the
international financial markets may also adversely affect the
confidence of Argentine depositors in local banks.
In
the case of an adverse economic situation, even if it is not
related to the financial system, could trigger a massive withdrawal
of capital from local banks by depositors, as an alternative to
protect their assets from potential crises. Any massive withdrawal
of deposits could cause liquidity issues in the financial sector
and, consequently, a contraction in credit supply.
The occurrence of any of the above could
have a material and adverse effect on Banco Hipotecario’s
expenses and business, results of operations and financial
condition.
The asset quality of financial institutions is exposed to the
non-financial public sector and Central Bank’s
indebtedness.
Financial
institutions carry significant portfolios of bonds issued by the
Argentine government and by provincial governments as well as loans
granted to these governments. According to the Banks Report
published by the Central Bank, loans
to the public sector represent 30.8% of the financial
sector’s assets as of September 30, 2024.
In addition, financial institutions currently
carry securities issued by the Central Bank in their portfolios,
which generally are short-term. As of December 31, 2024,
Banco Hipotecario’s total exposure to the public sector was
ARS 1,439,153 million, which represented 49.9% of its assets as of
that date. As of December 31, 2024 Banco Hipotecario
didn’t hold any
securities issued by the Central Bank.
Banco Hipotecario could suffer losses
in its investment portfolios due to volatility in the capital
markets and in the exchange rate, which could significantly affect Banco
Hipotecario's financial condition and results of
operations.
Banco
Hipotecario could suffer losses related to its U.S. dollar
investments due to changes in market prices, defaults, fluctuations
in market interest rates and exchange rates, changes in the market
perception of the credit quality of both public sector instruments
and private issues, or other reasons. A decline in the performance
of the capital markets may cause Banco Hipotecario to record net
losses due to a decrease in the value of its investment portfolios,
in addition to losses from trading positions caused by volatility
in financial market prices, even in the absence of a general
economic downturn. Any of these losses could have a material
adverse effect on Banco Hipotecario’s financial condition and
results of operations.
Potential Adverse Effects of Consumer Protection Law and Class
Actions on Banco Hipotecario.
Law No.
24,240 (the “Consumer Protection Law”) and its
amendments, along with the Credit Card Law and Central Bank
regulations, establish rules aimed at protecting consumers,
including Banco Hipotecario’s customers. The Argentine Civil
and Commercial Code also includes provisions that favor consumers.
The increasing enforcement of these laws by authorities and courts could negatively affect
Banco Hipotecario’s ability to collect payments, thereby
impacting its operating results.
Additionally, class actions against financial
institutions, supported by the Argentine Constitution and the
Consumer Protection Law, have increased in Argentina.
Despite the lack of clear procedural rules, courts have admitted
class actions in several cases involving financial institutions,
such as claims over interest rates or product charges. If these
claims succeed, they could negatively impact the profitability of
Banco Hipotecario and the financial system as a whole.
Banco Hipotecario operates in a highly regulated environment and
its operations are subject to capital controls regulations adopted
by several regulatory agencies.
Financial
institutions are subject to a major number of regulations
concerning functions historically determined by the Central Bank
and other regulatory authorities. The Central Bank may penalize
Banco Hipotecario and its directors, members of the Executive
Committee and members of its Supervisory Committee, in the event of
any breach of the applicable regulation. Potential sanctions, for
any breach of the applicable regulations, may vary from
administrative and/or disciplinary penalties to criminal sanctions.
Similarly, the CNV, which authorizes securities offerings and
regulates the capital markets in Argentina, has the authority to
impose sanctions on us and Banco Hipotecario’s Board of
Directors for breaches of corporate governance established in the
capital markets laws and the CNV Rules. The Financial Information
Unit (Unidad de
Información Financiera or UIF) regulates matters
relating to the prevention of asset laundering and has the ability
to monitor compliance with any such regulations by financial
institutions and, eventually, impose
sanctions.
We
cannot assure you whether such regulatory authorities will commence
proceedings against Banco Hipotecario, its shareholders, directors
or its Supervisory Committee, or penalize Banco Hipotecario. Banco
Hipotecario has adopted “Know Your Customer” and other
policies and procedures to comply with its duties under currently
applicable rules and regulations.
In addition to regulations specific to the banking
industry, Banco Hipotecario is subject to a wide range of federal,
provincial and municipal regulations and supervision
generally applicable to businesses operating in Argentina,
including laws and regulations pertaining to labor, social
security, public health, consumer protection, the environment,
competition and price controls. We cannot assure you that existing
or future legislation and regulation will not require material
expenditures by Banco Hipotecario or otherwise have a material
adverse effect on Banco Hipotecario’s consolidated
operations.
Increased competition and M&A activities in the banking
industry may adversely affect Banco Hipotecario.
Banco
Hipotecario foresees increased competition in the banking sector.
If the trend towards decreasing spreads is not offset by an
increase in lending volumes, the ensuing losses could lead to
mergers in the industry. These mergers could lead to the
establishment of larger, stronger banks with more resources than
us. Therefore, although the demand for financial products and
services in the market continues to grow, competition may adversely
affect Banco Hipotecario’s results of operations, resulting
in shrinking spreads and commissions.
Future governmental measures may adversely affect the economy and
the operations of financial institutions.
We
cannot assure you that the laws and regulations currently governing
the economy or the banking sector will remain unaltered in the
future or that any such changes will not adversely affect Banco
Hipotecario’s business, financial condition or results of operations and Banco
Hipotecario’s ability to honor its debt obligations in
foreign currency.
If
the law currently in force were to be comprehensively modified, the
financial system as a whole could be substantially and adversely
affected. If any of these legislative bills were to be enacted or
if the Financial Institutions Law were amended in any other way,
the impact of the subsequent amendments to the regulations on the
financial institutions
in general, Banco Hipotecario’s business, its financial
condition and the results of operations is
uncertain.
The option to discharge in Argentine Pesos
a foreign currency obligation may be waived by the debtor is still
under discussion. In recent years some court decisions have
established the obligation to pay in foreign currency when it was
so freely agreed by the parties. We are not able to ensure that any
current or future laws and regulations (including, in particular,
the amendment to the Financial Institutions Law and the amendment
to the Central Bank’s charter) will not result in significant
costs to Banco Hipotecario, or will otherwise have an adverse
effect on Banco Hipotecario’s operations.
The exposure of Banco Hipotecario to individual borrowers could
lead to higher levels of past due loans, allowances for loan losses
and charge-offs.
A
substantial portion of Banco Hipotecario’s loan portfolio
consists of loans to individual customers in the lower-middle to
middle income segments of the Argentine population. The quality of
Banco Hipotecario’s portfolio of loans to individuals is
dependent to a significant extent on economic conditions prevailing
from time to time in Argentina. Lower-middle to middle income
individuals are more likely to be exposed to and adversely affected
by adverse developments in the Argentine economy than corporations
and high-income individuals. As a result, lending to these segments
represents higher risk than lending to such other market segments.
Consequently, Banco Hipotecario may experience higher levels of
past due amounts, which could result in higher provisions for loan
losses. Therefore, there can be no assurance that the levels of
past due amounts and subsequent charge-offs will not be materially
higher in the future.
An increase in fraud or transaction errors may adversely affect
Banco Hipotecario.
As with
other financial institutions, Banco Hipotecario is susceptible to,
among other things, fraud by employees or outsiders, unauthorized
transactions by employees and other operational errors (including
clerical or record keeping errors and errors resulting from faulty computer or
telecommunications systems). Given the high volume of transactions
that may occur at a financial institution, errors could be repeated
or compounded before they are discovered and remedied. In addition,
some of our transactions are not fully automated, which may further
increase the risk that human error or employee tampering will
result in losses that may be difficult to detect quickly or at all.
Losses from fraud by employees or outsiders, unauthorized
transactions by employees and other operational errors might
adversely affect Banco Hipotecario’s reputation, business,
the results of operations and financial condition.
INFORMATION
ON THE COMPANY
History and Development of the Company
General Information
Our
legal and commercial name is IRSA Inversiones y Representaciones
Sociedad Anónima. We were incorporated and organized on April
30, 1943, under Argentine law as a stock corporation (sociedad anónima), and we were
registered with the Public Registry of Commerce of the City of
Buenos Aires (Inspección
General de Justicia or “IGJ”) on June 23,
1943, under number 284, on page 291, book 46 of volume A. Pursuant
to our bylaws, our term of duration expires on April 5, 2043.
Our common shares are listed and traded on
the Bolsas y Mercados Argentinos (“ByMA”) and our GDSs
representing our common shares are listed on the New York Stock
Exchange (“NYSE”). Our headquarters are located at
Carlos M. Della Paolera 261, 9th Floor, Ciudad
Autónoma de Buenos Aires (C1001ADA), Argentina. Our telephone
is +54 (11) 4323-7400. Our website is www.irsa.com.ar.
Information
contained in or accessible through our website is not a part of
this Form 6-K. We assume no responsibility for the information
contained on these sites.
Our
depositary agent for the GDSs in the United States is The Bank of
New York Mellon whose address is 240 Greenwich Street, New York, NY
10286, and whose telephone numbers are +1-888-BNY-ADRS
(+1-888-269-2377) for U.S. calls and +1-201-680-6825 for calls
outside U.S.
History
IRSA
Inversiones y Representaciones Sociedad Anónima, which was
founded in 1943, is one of Argentina’s leading real estate
companies and the only Argentine real estate company whose shares
are listed both on ByMA and on the NYSE.
Since
1994, our main subsidiary was
IRSA CP. During our fiscal year ended June 30, 2022, we underwent a
reorganization process pursuant to which IRSA CP merged into IRSA,
by way of absorption by IRSA of IRSA CP, and IRSA assumed, by
universal succession, all of the assets and liabilities and succeed
to all of the rights and obligations of IRSA CP with an effective
date as of July 1, 2021. The merger of IRSA CP with IRSA as
surviving corporation was duly registered by the corresponding
Argentine control authorities on April 27, 2022.
Shopping Malls
We are
engaged in the acquisition, development and management of shopping
malls. Since 1996, we have expanded our real estate activities
in the shopping mall segment, through
the acquisition and development of shopping
malls.
As of December 3, 2024, we completed the
acquisition of the “Terrazas de Mayo”. This property is
located in the Malvinas Argentinas district, northwest of Greater
Buenos Aires. The shopping mall has approximately 33,700 sqm of
gross leasable area.
As of
December 31, 2024, we own 16 shopping malls in Argentina: Alto
Palermo, Abasto Shopping, Alto Avellaneda, Alcorta Shopping, Patio
Bullrich, Dot Baires Shopping, Soleil Premium Outlet, Distrito
Arcos, Terrazas de Mayo, Alto NOA Shopping, Alto Rosario Shopping, Mendoza Plaza
Shopping, Córdoba Shopping Villa Cabrera, La Ribera Shopping,
Alto Comahue Shopping and Patio Olmos (operated by a third party),
totaling 370,897 sqm
Offices
We own,
develop and manage office buildings
throughout Argentina.
During
2005, attractive prospects in office business led us to initiate
the investment in this segment, through the acquisition of premium
buildings.
In 2007, through Panamerican Mall S.A.
(“PAMSA”), we started the construction of one of our
most important projects called “Polo Dot,” a shopping
mall, an office building and different plots of land to develop
three additional buildings. This project is located in the Saavedra
neighborhood, at the intersection of General Paz Avenue and the
Panamerican Highway. First, the shopping mall Dot Baires was
developed and opened in May 2009 and then the office building was
opened in July 2010, which marked the beginning of our operations
in the growing corridor of rental offices located in the North Zone
of Buenos Aires. In addition, on June 5, 2017, we reported the
acquisition of the historic Philips Building, adjacent to the Dot
Baires Shopping Mall, located in the Saavedra neighborhood in the
City of Buenos Aires. It has 4 office floors, a total GLA of
approximately 8,017 sqm which has a remaining construction capacity
of approximately 20,000 sqm. Likewise, through PAMSA, we developed
the Zetta building, A+, which was inaugurated in May 2019, it has
11 office floors with a profitable area of 32,173 sqm, fully leased
at the opening date, and obtained the Leed Gold Core & Shell
certification.
On
April 29, 2021, we concluded the construction and inaugurated a new
office development in Buenos Aires, named “261 Della
Paolera”, a AAA-rated office building located in Catalinas, a
premium corporate area in Argentina. This 30-story building has a
total GLA of 35,000 sqm, 318 parking spaces, services and amenities
and obtained the LEED Gold Core & Shell certification. As of
December 31, 2024, we own 3,740 sqm. The building is equipped with
the latest technology and designed to
promote an agile and collaborative working
environment.
As of December 31, 2024, we own a
participation in five office buildings of rental office property
totaling 58,074 sqm of GLA.
Hotels
In
1997, we entered the hotel market through the acquisition of a 50%
interest in the Llao Llao Hotel in Bariloche Province of Rio Negro
and 76.3% in the Intercontinental Hotel in the City of Buenos
Aires. In 1998, we also acquired Libertador Hotel in the City of
Buenos Aires and subsequently sold a 20% interest in it to an
affiliate of Sheraton Hotels, and during the fiscal year 2019, we
re-acquired the 20% interest to obtain 100% of the capital of
Hoteles Argentinos S.A.U and began to operate the hotel directly
under the name “Libertador.”
Sales and developments
Since
1996, we have also expanded our operations to the residential real
estate market through the development and construction of apartment
tower complexes in the City of Buenos Aires and through the
development of private residential communities in the greater Buenos Aires
area.
We own an important 70-hectare property
facing the Río de la Plata in the south of Puerto Madero, 10
minutes from the central area of Buenos Aires, previously known as
“Costa Urbana” or “Solares de Santa
María.” After more than 20 years since we acquired the
property on December 21, 2021, a law was passed by the City of
Buenos Aires approving the regulations for the development of the
property named Ramblas del Plata.” The Company will have a
construction capacity of approximately 866,806 sqm, which is
expected to drive growth for the coming years through the
development of mixed-use projects. IRSA will destinate 50.8
hectares for public use, which represents approximately 71% of the
total area of the property and will contribute with three
additional lots of the property, two for the Sustainable Urban
Development Fund and one for the Innovation Trust, Science and
Technology of the government of the Autonomous City of Buenos
Aires. On January 28, 2025, we reported that we signed two sales
agreements with a local developer on the first stage of the
project. The first stage comprises 14 lots with 126,000 sqm,
representing 18% of the project’s total salable area and the
transaction involves two lots with a combined total area of 10,525
sqm and a total estimated salable area of 40,000 sqm.
On February 28, 2025, we reported that as
of that date the Company has signed barter agreements of five
lots of the first stage of the Ramblas del Plata project,
which covers an area of 9,942 sqm, with an estimated total saleable
area of 31,102 sqm. The total transaction value amounts to
approximately USD 24.1 million, which will be paid to IRSA through
an upfront cash payment and saleable sqm to be received in the
future.
We are currently developing the project
called “Polo Dot,” through PAMSA, located in the
commercial complex adjoining to Dot Baires Shopping Mall. The
project will consist of three office buildings (one of them may
include a hotel and the recently opened Zetta building) on land
reserves we own and the expansion of Dot Baires Shopping by
approximately 15,000 sqm of GLA. In the first phase, we developed
the Zetta building which was inaugurated in May 2019. The second
stage of the project consists of two office and hotel buildings
that will add 38,400 sqm of GLA to the complex. We have noticed
important demand for premium office spaces in this new commercial
center and we are confident that we will be able to generate a
quality enterprise similar to the ones that we have done in the
past with attractive income levels and high occupancy.
On
March 22, 2018, we acquired, directly and indirectly, 100% of a
land of approximately 78,000 sqm of surface located, in La Plata,
Province of Buenos Aires. The objective of this acquisition is to
develop a mixed-use project given that the land offers location and scale adequate characteristics
for the commercial development in a place of great
potential.
In
February 2022, we acquired from the GCBA by public auction a
property located at the corner of the intersections of Beruti
street and Coronel Díaz Avenue. Such property is located in
front of Alto Palermo Shopping, a shopping center owned by the
Company, located in the neighborhood of Palermo, one of the main
commercial corridors of the City of Buenos Aires. The property has
an area of approximately 2,387 sqm. Furthermore, it has a total
covered area of approximately 8,136.85 sqm with future expansion
potential.
In
April 2022, as part of the payment for the sale of the Republica
Building, we acquired a property, which is made up of four plots
and has a frontage of 851 meters on the Buenos Aires - La Plata
Highway, on the side of the urbanized area the property has a
frontage of 695 meters on Río Gualeguay street between
Tupungato and La Guarda streets. It has a total area of 465,642
sqm, with a usable area of 242,151 sqm and a buildable area of
521,399 sqm. On December 11, 2023, we signed a barter agreement
pursuant to which we transferred the land for a real estate project
to be developed on the property.
In December 2022, we acquired from the GCBA
by public auction a property located at Paseo Colón 245 and 12
parking spaces located at Paseo Colón 275, which is close to
“Casa Rosada”, the Argentine Government headquarters.
The property, with mixed-use potential, has 13 stories in a covered
area of approximately 13,700 sqm and a basement with parking
lots.
Others
Over
the years, we have acquired equity interests in Banco Hipotecario.
As of December 31, 2024, our equity interest in Banco Hipotecario
was 29.2%. Banco Hipotecario has historically been
Argentina’s leading mortgage lender, provider of mortgage-related insurance and
mortgage loan services.
In
2008, we decided to expand internationally into the United States,
taking advantage of certain investment opportunities generated
after the global financial crisis. We acquired a 49% interest in
Metropolitan 885 3rd Ave (“Metropolitan”), whose main
asset is a 34-story building with 59,000 sqm of GLA named Lipstick
Building, located at 885 Third Avenue, New York, real estate
investment trust. As of December 31, 2024, we no longer have any
interest in these assets.
In
2014, we invested in the Israeli market through our acquisition of
a controlling equity stake in IDB Development Corporation Ltd
(“IDBD”). We carried out the acquisition in the context
of a debt restructuring transaction related to IDBD’s holding
company. We managed our business and operations in Israel through
our subsidiaries IDBD and Discount Investment Corporation Ltd.
(“DIC”). On September 25, 2020, the District Court in
Tel Aviv-Jaffa, in response to a petition from IDBD’s
creditors, declared the insolvency of IDBD and initiated
liquidation proceedings. As of December 31, 2024, we no longer own
any capital stock of IDBD while we have an investment in DIC that
amounts to 1.2 million of shares, representing 0.8% of its capital
stock.
Also,
as of December 31, 2024, we own 27.39% of GCDI S.A.
(“GCDI”, previously TGLT) capital stock, a construction
and real estate company listed on the ByMA.
In order to expand our business to digitalization,
on October 8, 2018, we incorporated We are Appa S.A. (former Pareto
S.A.), with the social purpose of design, programming and
development of software, mobile and web applications. As of
December 31, 2024, IRSA’s interest in We are Appa S.A. was
98.67%. Also, as of December 31, 2024, we indirectly have a
participation of 2.71% in Avenida Inc., a company dedicated to the
e-commerce business.
Business Overview
Operations and principal activities
Founded
in 1943, IRSA Inversiones y Representaciones Sociedad Anónima
is one of Argentina’s leading real estate companies and the only Argentine real
estate company whose shares are listed both on ByMA and on the
NYSE.
We are
engaged, directly and indirectly through subsidiaries and joint
ventures, in a range of diversified activities, primarily in
real estate,
including:
(i)
the acquisition,
development and operation of shopping malls,
(ii)
the acquisition and
development of office buildings and other non-shopping mall
properties primarily for rental purposes,
(iii)
the development and
sale of residential properties,
(iv)
the acquisition and
operation of luxury hotels,
(v)
the acquisition of
undeveloped land reserves for future development or sale,
and
(vi)
selective
investments outside Argentina.
We
operate our business through five segments, namely “Shopping
Malls,” “Offices,” “Hotels,”
“Sales and Developments,” and “Others” as further described
below:
Our “Shopping Malls” segment includes
the operating results from our portfolio of shopping malls,
principally comprising lease and service revenue from tenants. Our
Shopping Malls segment had assets of ARS 998,366 million and
ARS 1,166,625 million as of December 31, 2024, and 2023,
respectively, representing 46.1% and 37.5% of our operating assets
at such dates, respectively. Our Shopping Malls segment generated
revenues of ARS 120,943 million and ARS 122,405 million for
the six-month period ended
December 31, 2024, and 2023, respectively.
Our
“Offices” segment includes the operating results from
lease revenue of offices and other service revenues related to the
office activities. Our Offices segment had assets of ARS 246,231
million and ARS 484,076 million as of December 31, 2024, and 2023,
respectively, representing 11.4% and 15.5% of our
operating assets at such dates, respectively. Our Offices segment
generated revenues of ARS 8,690 million and ARS 7,648 million for
the six-month period ended December 31, 2024, and 2023,
respectively.
Our
“Hotels” segment includes the operating results of our
hotels, mainly comprised of room, catering and restaurant revenue.
Our Hotels segment had assets of ARS 38,542 million and ARS 38,645
million as of December 31, 2024, and 2023, respectively,
representing 1.8% and 1.2% of our operating assets,
respectively. Our Hotels segment generated revenues of ARS 30,545
million and revenues ARS 41,094 million for the six-month period
ended December 31, 2024, and 2023, respectively.
Our
“Sales and Developments” segment includes the results
generated by other rental properties, the development, maintenance
and sales of undeveloped parcels of land and/or trading properties.
Real estate sales results are also included. Our Sales and
Developments segment had assets of ARS 701,743 million and ARS
1,243,188 million as of December 31, 2024, and 2023, respectively,
representing 32.4% and 39.9% of our operating assets,
respectively. Our Sales and Developments segment generated revenues
of ARS 6,894 million and ARS 9,858 million for the six-month period
ended December 31, 2024, and 2023, respectively.
Our “Others” Segment includes
the entertainment activities through La Arena S.A., La Rural S.A. y
Centro de Convenciones Buenos Aires, We Are Appa, investments in
associates like GCDI and the financial activities carried out by
Banco Hipotecario and BACS as well as other investments in
associates. Our “Others” segment had assets of ARS
180,015 million and ARS 181,279 million as of December 31, 2024,
and 2023, respectively, representing 8.3%
and 5.8% of our operating assets, respectively. Our Others
segment generated revenues of ARS 3,069 million and ARS 2,578
million for the six-month period ended December 31, 2024, and 2023,
respectively.
Overview
Shopping
Malls
As of
December 31, 2024, we owned a majority interest in, and operated a
portfolio of, 16 shopping malls in Argentina, six of which are
located in the City of Buenos Aires (Abasto Shopping, Alcorta
Shopping, Alto Palermo Shopping, Patio Bullrich, Dot Baires
Shopping and Distrito Arcos), three are located in the greater
Buenos Aires area (Alto Avellaneda, Soleil Premium Outlet and
Terrazas de Mayo), and the rest are located in different provinces
of Argentina (Alto Noa in the City of Salta, Alto Rosario in the
City of Rosario, Mendoza Plaza in the City of Mendoza, Córdoba
Shopping Villa Cabrera and Patio Olmos (operated by a third party)
in the City of Córdoba, La Ribera Shopping in Santa Fe (through a joint venture) and Alto
Comahue in the City of Neuquén).
The
shopping malls we operate comprise a total of 370,897 square meters
of GLA (excluding certain spaces occupied by hypermarkets which are
not our tenants). Total real tenant sales in our shopping malls, as
reported by retailers, were ARS 1,457,092 million for the for the
six-month period ended December 31, 2024, 10.1% lower than the
six-month period ended December 31, 2023.
The following table shows certain
information about IRSA’s shopping malls as of December 31,
2024:
|
Shopping
malls
|
Date
of acquisition / development
|
Location
|
|
|
|
Our
ownership interest (%) (3)
|
Rental
revenue for the six-month period ended December 31, 2024 (in
millions of ARS)
|
|
Alto
Palermo
|
Dec-97
|
City of Buenos
Aires
|
20,726
|
139
|
99.7
|
100
|
17,657
|
|
Abasto Shopping
(4)
|
Nov-99
|
City of Buenos
Aires
|
37,250
|
152
|
100.0
|
100
|
17,257
|
|
Alto
Avellaneda
|
Dec-97
|
Province of Buenos
Aires
|
39,851
|
119
|
93.0
|
100
|
12,492
|
|
Alcorta
Shopping
|
Jun-97
|
City of Buenos
Aires
|
15,842
|
107
|
99.4
|
100
|
10,425
|
|
Patio
Bullrich
|
Oct-98
|
City of Buenos
Aires
|
11,472
|
90
|
92.6
|
100
|
5,310
|
|
Dot Baires
Shopping
|
May-09
|
City of Buenos
Aires
|
48,010
|
161
|
95.8
|
80
|
12,151
|
|
Soleil
|
Jul-10
|
Province of Buenos
Aires
|
15,673
|
73
|
100.0
|
100
|
6,227
|
|
Distrito
Arcos
|
Dec-14
|
City of Buenos
Aires
|
14,502
|
62
|
100.0
|
90.0
|
8,569
|
|
Terrazas de Mayo
(5)
|
Dec-24
|
Province of Buenos
Aires
|
33,700
|
86
|
82.3
|
100
|
354
|
|
Alto Noa
Shopping
|
Mar-95
|
Salta
|
19,428
|
83
|
98.6
|
100
|
3,615
|
|
Alto Rosario
Shopping
|
Nov-04
|
Santa
Fe
|
35,080
|
130
|
99.6
|
100
|
12,035
|
|
Mendoza Plaza
Shopping
|
Dec-94
|
Mendoza
|
41,511
|
117
|
98.8
|
100
|
5,401
|
|
Córdoba
Shopping
|
Dec-06
|
Córdoba
|
15,604
|
98
|
98.4
|
100
|
4,109
|
|
La Ribera
Shopping
|
Aug-11
|
Santa
Fe
|
10,544
|
66
|
93.1
|
50
|
1,059
|
|
Alto
Comahue
|
Mar-15
|
Neuquén
|
11,704
|
83
|
98.4
|
99.95
|
3,978
|
|
Patio Olmos
(6)
|
Sep-07
|
Córdoba
|
—
|
—
|
—
|
|
—
|
|
Total
|
|
|
370,897
|
1,566
|
97.7(7)
|
|
120,639
|
(1)
Corresponds to GLA
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).
(5)
On December 3,
2024, we informed the acquisition of “Terrazas de Mayo”
shopping center. For more information, see: “History –
Shopping Malls”.
(6)
IRSA owns the
historic building of the Patio Olmos shopping mall in the Province
of Córdoba, operated by a third party.
(7)
Excluding
“Terrazas de Mayo”, recently acquired.
Rental revenue
The
following table sets forth total rental income for each of
IRSA’s shopping malls for the periods indicated:
|
|
For
the six-month period ended December 31, (1)
|
|
|
|
|
|
|
|
|
Alto
Palermo
|
17,657
|
19,043
|
|
Abasto
Shopping
|
17,257
|
17,980
|
|
Alto
Avellaneda
|
12,492
|
11,892
|
|
Alcorta
Shopping
|
10,425
|
11,657
|
|
Patio
Bullrich
|
5,310
|
5,996
|
|
Dot Baires
Shopping
|
12,151
|
10,718
|
|
Soleil Premium
Outlet
|
6,227
|
5,785
|
|
Distrito
Arcos
|
8,569
|
9,438
|
|
Terrazas de Mayo
(2)
|
354
|
—
|
|
Alto Noa
Shopping
|
3,615
|
3,622
|
|
Alto Rosario
Shopping
|
12,035
|
11,835
|
|
Mendoza Plaza
Shopping
|
5,401
|
5,099
|
|
Córdoba
Shopping Villa Cabrera
|
4,109
|
4,108
|
|
La Ribera Shopping
(3)
|
1,059
|
1,078
|
|
Alto
Comahue
|
3,978
|
3,411
|
|
Subtotal
|
120,639
|
121,662
|
|
Patio Olmos
(4)
(5)
|
303
|
744
|
|
Total
|
120,943
|
122,405
|
(1)
Includes base rent,
percentage rent, admission rights, fees, parking, commissions,
revenue from non-traditional advertising and others. Does not
include Patio Olmos.
(2)
On December 3,
2024, we informed the acquisition of “Terrazas de Mayo”
shopping center. For more information, see: ““History
– Shopping Malls”.”.
(3)
Through our joint
venture Nuevo Puerto Santa Fé S.A.
(4)
We own the historic
building where the Patio Olmos shopping mall is located in the
province of Cordoba. The property is managed by a third
party.
(5)
Includes indirect
incomes and eliminations between segments.
The
following table sets forth IRSA’s revenue from cumulative
leases by revenue category for the periods presented:
|
|
For
the six-month period ended December 31,
|
|
|
|
|
|
|
|
|
Base rent
(1)
|
62,145
|
47,320
|
|
Percentage
rent
|
30,588
|
52,037
|
|
Total
rent
|
92,733
|
99,357
|
|
Non-traditional
advertising
|
5,061
|
3,728
|
|
Revenue from
admission rights
|
11,231
|
10,133
|
|
Fees
|
1,010
|
952
|
|
Parking
|
6,667
|
5,710
|
|
Commissions
|
3,878
|
1,611
|
|
Other
|
363
|
914
|
|
Subtotal
(2)
|
120,943
|
122,405
|
|
Expenses and
Collective Promotion Fund
|
41,166
|
37,007
|
|
Total
|
162,109
|
159,412
|
(1)
Includes Revenues
from stands for ARS 7,234 million cumulative as of December
2024.
(2)
Includes ARS 103.8
million from Patio Olmos and ARS 199.8 million from sponsorship
income from “Buenos Aires Fashion Week”
Production.
Tenant retail sales
The
following table sets forth the
total retail sales of IRSA’s shopping mall tenants for the
periods indicated:
|
|
For
the six-month period ended December 31, (1)
|
|
|
|
|
|
|
|
|
Alto
Palermo
|
176,600
|
220,682
|
|
Abasto
Shopping
|
193,682
|
223,588
|
|
Alto
Avellaneda
|
163,260
|
163,239
|
|
Alcorta
Shopping
|
101,928
|
128,708
|
|
Patio
Bullrich
|
53,358
|
70,174
|
|
Dot Baires
Shopping
|
130,169
|
133,868
|
|
Soleil Premium
Outlet
|
95,147
|
91,396
|
|
Distrito
Arcos
|
104,340
|
131,492
|
|
Terrazas de Mayo
(2)
|
7,819
|
—
|
|
Alto Noa
Shopping
|
52,881
|
63,668
|
|
Alto Rosario
Shopping
|
159,339
|
168,888
|
|
Mendoza Plaza
Shopping
|
89,668
|
93,154
|
|
Córdoba
Shopping Villa Cabrera
|
49,564
|
55,225
|
|
La Ribera Shopping
(3)
|
22,918
|
26,169
|
|
Alto
Comahue
|
56,419
|
51,220
|
|
Total
|
1,457,092
|
1,621,471
|
(1)
Retail sales based
upon information provided to us by retailers and prior owners. The
amounts shown reflect 100% of the retail sales of each shopping
mall, although in certain cases we own less than 100% of such
shopping malls. Includes sales from stands and excludes spaces used
for special exhibitions.
(2)
On December 3,
2024, we informed the acquisition of “Terrazas de Mayo”
shopping center. For more information, see: “History –
Shopping Malls”.
(3)
Owned by Nuevo
Puerto Santa Fé S.A., in which we are a joint venture
partner.
Total tenant retail sales by type of business
The
following table sets forth the retail sales of IRSA’s
shopping mall tenants by type of business for the periods
indicated:
|
|
For
the six-month period ended December 31, (1)
|
|
|
|
|
|
|
|
|
Clothes and
footwear
|
833,114
|
955,928
|
|
Entertainment
|
36,909
|
40,846
|
|
Home and
decoration
|
35,415
|
38,258
|
|
Restaurants
|
162,004
|
176,369
|
|
Miscellaneous
|
200,950
|
207,555
|
|
Services
|
33,588
|
34,519
|
|
Home
Appliances
|
150,058
|
167,996
|
|
Department
Stores
|
5,054
|
—
|
|
Total
|
1,457,092
|
1,621,471
|
(1)
Includes sales from
stands and excludes spaces used for special
exhibitions.
Occupancy rate
The
following table sets forth the occupancy rate of IRSA’s
shopping malls expressed as a percentage of GLA of each shopping
mall for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
Alto
Palermo
|
99.7
|
99.9
|
|
Abasto
Shopping
|
100.0
|
99.1
|
|
Alto
Avellaneda
|
93.0
|
94.8
|
|
Alcorta
Shopping
|
99.4
|
99.9
|
|
Patio
Bullrich
|
92.6
|
92.4
|
|
Dot Baires
Shopping
|
95.8
|
99.1
|
|
Soleil Premium
Outlet
|
100.0
|
100.0
|
|
Distrito
Arcos
|
100.0
|
100.0
|
|
Terrazas de
Mayo(1)
|
82.3
|
—
|
|
Alto Noa
Shopping
|
98.6
|
100.0
|
|
Alto Rosario
Shopping
|
99.6
|
93.7
|
|
Mendoza Plaza
Shopping
|
98.8
|
98.4
|
|
Córdoba
Shopping Villa Cabrera
|
98.4
|
100.0
|
|
La Ribera
Shopping
|
93.1
|
97.5
|
|
Alto
Comahue
|
98.4
|
99.7
|
|
Total
|
97.7(2)
|
98.0
|
(1)
On December 3,
2024, we informed the acquisition of “Terrazas de Mayo”
shopping center. For more information, see: “History –
Shopping Malls”.
(2)
Excluding
“Terrazas de Mayo”, recently acquired.
Rental price
The
following table shows the
annual average rental price per square meter of our shopping malls
for the periods indicated:
|
|
For
the six-month period ended December 31, (1)
|
|
|
|
|
|
|
|
|
Alto
Palermo
|
851,916
|
923,110
|
|
Abasto
Shopping
|
463,277
|
483,765
|
|
Alto
Avellaneda
|
313,467
|
309,936
|
|
Alcorta
Shopping
|
658,042
|
735,831
|
|
Patio
Bullrich
|
462,879
|
526,144
|
|
Dot Baires
Shopping
|
253,091
|
223,746
|
|
Soleil Premium
Outlet
|
397,295
|
369,095
|
|
Distrito
Arcos
|
590,878
|
652,766
|
|
Terrazas de Mayo
(2)
|
10,504
|
—
|
|
Alto Noa
Shopping
|
186,068
|
186,446
|
|
Alto Rosario
Shopping
|
343,073
|
339,515
|
|
Mendoza Plaza
Shopping
|
130,110
|
122,835
|
|
Córdoba
Shopping Villa Cabrera
|
263,323
|
267,305
|
|
La Ribera
Shopping
|
100,434
|
102,268
|
|
Alto
Comahue
|
339,894
|
291,498
|
(1)
Corresponds to
consolidated annual accumulated rental prices divided by gross
leasable square meters. Does not include revenue from Patio
Olmos.
(2)
On December 3,
2024, we informed the acquisition of “Terrazas de Mayo”
shopping center. For more information, see: “History –
Shopping Malls”.
Five largest tenants of the portfolio
The
five largest tenants in our portfolio (in terms of sales) account
for approximately 7.0% of our GLA as of December 31, 2024 and
represent approximately 14.2% of the
annual base rent for the six-month period ended December 31,
2024.
The following table describes our
portfolio’s five largest tenants:
|
Tenant
|
Type of Business
|
|
|
|
|
|
|
|
|
|
|
Zara
|
Clothes
and footwear
|
6.0
|
10,771
|
2.9
|
|
Nike
|
Clothes
and footwear
|
3.5
|
6,994
|
1.9
|
|
Adidas
|
Clothes
and footwear
|
2.9
|
5,118
|
1.4
|
|
Puma
|
Clothes
and footwear
|
2.7
|
3,261
|
0.9
|
|
Mc
Donald’s
|
Restaurants
|
2.4
|
6,994
|
1.2
|
|
Total
|
|
17.4
|
30,694
|
7.0
|
Principal Terms of our Leases
Under
the Argentine Civil and Commercial Code, the term of the leases
cannot exceed twenty years for residential leases and fifty years for the other
leases.
Leasable
space in our shopping malls is marketed through an exclusive
arrangement with our wholly owned subsidiary and real estate broker
Fibesa S.A., or “Fibesa.” We use a standard lease
agreement for most tenants at our shopping malls, the terms and
conditions of which are described below. However, our largest or
“anchor” tenants generally negotiate better terms for
their respective leases. No assurance can be given that lease terms
will be as set forth in the standard lease agreement.
Rent
amount specified in our leases generally is the higher of
(i) a monthly Base Rent and (ii) a specified percentage
of the tenant’s monthly gross sales in the store, which
percentage generally ranges between 2% and 12% of tenant’s
gross sales. Additionally, under the rent adjustment clause
included in most of our rental contracts, the tenant’s basic
rent is generally updated monthly or quarterly and cumulatively by
the CPI index.
In
addition to rent, we charge most of our tenants an admission right,
which must be paid upon execution of the lease agreement and upon
its renewal. The admission right is normally paid as a lump sum or
in a small number of monthly installments. If the tenants pay this
fee in installments, the tenants are responsible for paying the
balance of any such unpaid amount if they terminate the lease prior
to its expiration. In the event of unilateral termination and/or
resolution for breach by the tenants, tenants will not be refunded
their admission payment without our consent.
We
lease our stores, kiosks and spaces in our shopping malls through
our wholly-owned subsidiary Fibesa. We charge our tenants a fee for
the brokerage services, which usually amounts to approximately
three months of the Base Rent plus the admission
right.
The tenants of the shopping centers have
electricity, gas and water services and, if applicable, depending
on the tenant's commercial activity, telephone switchboard, central
air conditioning connection, connection to the general fire
detection and extinguishing system, and provision of emergency
energy through generator sets in common sectors. Each tenant is
responsible for completing all necessary installations within their
unit, and must also pay the direct expenses generated by
these services within each unit. Direct expenses generally
include electricity, water, gas, telephone and air conditioning.
The tenant must also pay a percentage of the total costs and
general taxes related to the maintenance of the common areas. We
determine that percentage or “coupe” based on different
factors. Common area expenses include, among other things,
administration, security, operations, maintenance, cleaning and
taxes.
We
carry out promotional and marketing activities to draw consumer
traffic to our shopping malls. These activities are paid for with
the tenants’
contributions to the Collective Promotion Fund, or
“CPF,” which is administered by us. Tenants are
required to contribute 15% of their rent (Base Rent plus Percentage
Rent) to the CPF. We may increase the percentage tenants must
contribute to the CPF with up to 25% of the original amount set
forth in the corresponding lease agreement for the contributions to
the CPF. We may also require tenants to make extraordinary
contributions to the CPF to fund special promotional and marketing
campaigns or to cover the costs of special promotional events that
benefit all tenants. We may require tenants to make these
extraordinary contributions up to four times a year provided that
each extraordinary contribution may not exceed 25% of the
tenant’s preceding monthly lease payment.
Each
tenant leases its rental unit as a shell without any fixtures and
is responsible for the interior design of its rental unit. Any
modifications and additions to the rental units must be
pre-approved by us. We have the option to charge the tenant for all
costs incurred in remodeling the rental units and for removing any
additions made to the rental unit when the lease expires.
Furthermore, tenants are responsible for obtaining adequate
insurance for their rental units, which must cover, among other
things, damage caused by fire, glass breakage, theft, flood, civil
liability and workers’ compensation.
Control Systems
IRSA
has computer systems equipped to monitor tenants’ sales in
all of its shopping malls. IRSA also conducts regular revenues
audits of our tenants’ accounting sales records in all of our
shopping malls. IRSA uses the information generated from the
computer monitoring system to prepare statistical data regarding,
among other things, total sales, average sales and peak sale hours for
marketing purposes and as a reference for the revenues audit. Most
of its shopping mall lease agreements require the tenant to have
its point of sale system linked to our server.
Insurance
We
carry all-risk insurance for our shopping malls and other buildings
covering damages to the property caused by fire, acts of terrorism,
explosion, gas leak, hail, storm and winds, earthquakes, vandalism,
theft and business interruption. We also have civil liability
insurance covering all potential damages to third parties or goods
arising from the development of our businesses throughout the whole
Argentine territory. We are in compliance with all the legal
requirements relating to mandatory insurance, including statutory
coverage under the Occupational Risk Law, life insurance required
under collective bargaining agreements and other insurance required
by the laws and decrees. Our history of material damages is limited
to only one claim made as a result of a fire in Alto Avellaneda
Shopping in March 2006, in which the loss was substantially
recovered from our insurers. These insurance policies have all the
specifications, limits and deductibles that we believe are adequate
for the risks to which we are exposed in our daily operations. We
also purchased civil liability insurance to cover our
Directors’ and officers’ liability.
Competition
IRSA is
the largest owner and operator of shopping malls, offices and other
commercial properties in Argentina in terms of GLA and number of
rental properties. Given that most of our shopping malls are
located in highly populated areas, there are competing shopping
malls within, or in close proximity to, areas targeted by our real
estate portfolio, as well as stores located on avenues or streets.
The number of shopping malls in a particular area could have a
material effect on the ability to lease space in shopping malls and
on the amount of rent that we are able to charge. We believe that
due to the limited availability of large plots of land and zoning
restrictions in the City of Buenos Aires, it is difficult for other
companies to compete in areas through the development of new
shopping malls. The principal competitor is Cencosud S.A. which owns and
operates Unicenter Shopping and the Jumbo hypermarket chain, among
others.
The following table shows certain
information concerning the most significant owners and operators of
shopping malls in Argentina, as of December 31, 2024:
|
Entity
|
Shopping
malls
|
Location
|
|
|
|
|
|
|
|
|
|
IRSA
|
Alto
Palermo
|
City of Buenos
Aires
|
20,726
|
1.64
|
|
Abasto Shopping
(2)
|
City of Buenos
Aires
|
37,250
|
2.94
|
|
Alto
Avellaneda
|
Province of Buenos
Aires
|
39,851
|
3.15
|
|
Alcorta
Shopping
|
City of Buenos
Aires
|
15,842
|
1.25
|
|
Patio
Bullrich
|
City of Buenos
Aires
|
11,472
|
0.91
|
|
Dot Baires Shopping
(3)
|
City of Buenos
Aires
|
48,010
|
3.79
|
|
Soleil
|
Province of Buenos
Aires
|
15,673
|
1.24
|
|
Distrito
Arcos
|
City of Buenos
Aires
|
14,502
|
1.15
|
|
Terrazas de Mayo
(4)
|
Province of Buenos
Aires
|
33,700
|
2.66
|
|
Alto
Noa
|
City of
Salta
|
19,428
|
1.53
|
|
Alto Rosario
(2)
|
City of
Rosario
|
35,080
|
2.77
|
|
Mendoza
Plaza
|
City of
Mendoza
|
41,511
|
3.28
|
|
Córdoba
Shopping
|
City of
Córdoba
|
15,604
|
1.23
|
|
La Ribera
Shopping
|
City of Santa
Fe
|
10,544
|
0.83
|
|
Alto
Comahue
|
City of
Neuquén
|
11,704
|
0.92
|
|
Subtotal
|
|
|
370,897(5)
|
29.29
|
|
Cencosud S.A.
|
|
|
279,505(6)
|
22.07
|
|
Other
operators
|
|
|
615,838
|
48.64
|
|
Total
|
|
|
1,266,240(7)
|
100.0
|
(1)
Corresponding to
GLA in respect of total GLA. Market share is calculated dividing
sqm over total sqm.
(2)
Does not include
Museo de los Niños (3,732 square meters in
Abasto).
(3)
Our interest in
PAMSA is 80%.
(4)
On December 3,
2024, we informed the acquisition of “Terrazas de Mayo”
shopping center. For more information, see: “History –
Shopping Malls”.
(5)
As of December 31,
2024.
(6)
As of September 30,
2024.
(7)
As of November 30,
2024.
Source: INDEC.
Seasonality
Our
business is directly affected by seasonality, influencing the level
of our tenants’ sales. During Argentine summer holidays
(January and February) our tenants’ sales typically reach
their lowest level, whereas during winter holidays (July) and in
Christmas (December) they reach their maximum level. Clothing
retailers generally change their collections in spring and autumn,
positively affecting our shopping malls’ sales. Discount
sales at the end of each season are also one of the main seasonal
factors affecting our business.
Offices
The
shift in corporate activity to remote or virtual work that resulted
from the COVID-19 pandemic resulted in lower demand, increased
vacancies, and a slight decrease in the rental prices of category
“A+ and A office buildings in Buenos Aires.
According
to Colliers, the fourth quarter of 2024 closes with a vacancy in
the order of 16.9% regarding the premium market of the City of
Buenos Aires, stable when compared to the previous
quarter.
Category A+ properties have an average
Rental price of 23.6 USD/sqm and class A properties of 20.1 USD/sqm
during the fourth quarter of the year 2024. Regarding the average
price per submarket, Norte CABA, Plaza San Martin, Plaza Roma,
Puerto Madero, Microcentro Norte and Catalinas reflect the highest
with 27.66 USD/sqm, 26.30 USD/sqm, 24.49 USD/sqm, 24.39 USD/sqm,
23.25 USD/sqm and 22.39 USD/sqm respectively.
Management of office buildings
We
generally act as the manager of the office properties. We typically
own the entire building or a substantial number of floors in the
building. The buildings in which we own only part of the floors are
generally managed pursuant to the terms of a condominium agreement
that typically provides for control by a simple majority of the
interests based on owned area. As building manager, we are
responsible for services such as security, maintenance and
housekeeping, which are generally outsourced. The cost of the
services is passed through to, and paid for by, the tenants,
except in the case of our units
that have not been leased, if any, for which we bear the cost. We
market our leasable area through commissioned brokers or directly
by ourselves.
Leases
We
usually lease our offices by using contracts with an average term
between three to ten years for corporate offices. In addition, we
have two spaces named “Workplace by IRSA”, which we
lease as a co-working place, that are fully equipped and all-inclusive by using services
contracts with semi-annually and annually average
term.
Contracts for the rental of office
buildings and other commercial properties are generally stated in
U.S. dollars. Rental rates for renewed periods are negotiated at
market value.
Properties
The following table sets forth certain information regarding our office
buildings, as of December 31, 2024:
|
|
Date
ofacquisition/development
|
|
|
|
Total
rental incomefor the six-month period ended December 31, 2024
(4)
|
|
|
|
|
|
|
|
Offices
|
|
|
|
|
|
|
AAA
& A buildings
|
|
|
|
|
|
|
Intercontinental Plaza (3)
|
Dec-14
|
2,979
|
100
|
100
|
488
|
|
Dot Building
|
Nov-06
|
11,242
|
100
|
80
|
1,418
|
|
Zetta
|
May-19
|
32,173
|
100
|
80
|
5,296
|
|
Della Paolera 261(5)
|
Dec-20
|
3,740
|
100
|
100
|
875
|
|
Total
AAA & A buildings
|
|
50,134
|
100
|
|
8,077
|
|
B
buildings
|
|
|
|
|
|
|
Philips
|
Jun-17
|
7,940
|
58.7
|
100
|
613
|
|
Total B buildings
|
|
7,940
|
58.7
|
|
613
|
|
Total Offices
|
|
58,074
|
94.3
|
|
8,690
|
(1)
Corresponds to the
total leasable surface area of each property as of December 31,
2024. Excludes common areas and parking spaces.
(2)
Calculated by
dividing occupied square meters by GLA as of December 31,
2024.
(3)
We own 13.2% of the
building that has 22,535 square meters of GLA.
(4)
Corresponds to the
accumulated income of the period.
(5)
As of December 31,
2024, we owned 10.4% of the building that has 35,872 square meters
of GLA.
Occupancy rate
The
following table shows our offices’ occupancy rate
(1) as of
December 31, 2024 and 2023:
|
|
Occupancy
rate (1)
As
of December 31,
|
|
|
|
|
|
|
|
|
Offices:
|
|
|
|
Intercontinental
Plaza
|
100.0
|
100.0
|
|
DOT
Building
|
100.0
|
79.4
|
|
Zetta
Building
|
100.0
|
95.7
|
|
Della Paolera
261
|
100.0
|
100.0
|
|
Philips
Building
|
58.7
|
33.8
|
|
Total
|
94.3
|
84.8
|
(1)
Leased square
meters pursuant to lease agreements in effect as of December 31,
2024 and 2023, respectively, over GLA of offices for the same
fiscal years.
Annual
average income per surface area
as of December 31, 2024 and 2023 (1):
|
|
Income
per square meter for the six-month periods (1) ended December
31,
|
|
|
|
|
|
|
|
|
Intercontinental
Plaza (2)
|
163,850
|
123,707
|
|
Dot
Building
|
126,102
|
148,023
|
|
Zetta
Building
|
164,622
|
117,366
|
|
Della Paolera
261(3)
|
233,920
|
406,390
|
|
Philips Building
(4)
|
131,648
|
121,586
|
(1)
Calculated by
dividing rental income of the period by the GLA of offices based on
our interest in each building as of December 31, 2024 and 2023,
respectively.
(2)
We own 13.2% of the
building, which has 22,535 sqm of GLA.
(3)
We own 10.4% of the
building that has 35,872 sqm of GLA. The leasable area includes
other common spaces.
(4)
The building is
destiny for more than 80% of its sqm to the workplace
business.
Hotels
According to the
Hotel Vacancy Survey (Encuesta de
Ocupación Hotelera or “EOH”) prepared by
INDEC, in December 2024, overnight stays at hotel and
para-hotel establishments were estimated at 3.7 million, 5.9% less
than the same month the previous year. Overnight stays by resident
and nonresident travelers decreased by 6.7% and 3.6%, respectively.
Total travelers who stayed at hotels during December 2024 were
1.5 million, a 3.3% decrease compared to the same month the
previous year. The number of resident and nonresident travelers
decreased by 4.0% and 1.7%, respectively compared to the previous
year. The Room Occupancy Rate in December 2024 was 39.7%,
compared to a 43.0% of the same month the previous year. Moreover,
the Bed Occupancy Rate for the same period was 31.5%, compared to a
34.0% of the same month the previous
year.
We
operate in the Hotels sector through three luxury hotels,
Intercontinental, Libertador and Llao LLao. As of December 31,
2024, we kept our 76.34% interest in Intercontinental hotel, 100%
interest in Libertador hotel and 50.00% interest in Llao
Llao.
The following chart shows
certain information regarding
our luxury hotels:
|
Hotels
|
Date of Acquisition
|
|
|
|
Average Price per Room ARS (1)
|
Revenue
for the six-month period ended December 31, 2024
|
|
|
|
|
|
|
|
|
|
Intercontinental (2)
|
11/01/1997
|
76.34
|
313
|
79.4
|
173,470
|
9,850
|
|
Libertador (3)
|
03/01/1998
|
100.00
|
200
|
63.4
|
124,876
|
3,228
|
|
Llao Llao (4)
|
06/01/1997
|
50.00
|
205
|
52.1
|
498,588
|
17,467
|
|
Total
|
|
|
718
|
67.1
|
232,707
|
30,545
|
(1)
Accumulated average
in the six-month period ended December 31, 2024.
(2)
Through Nuevas
Fronteras S.A.
(3)
Through Hoteles
Argentinos S.A.U.
(4)
Through Llao Llao
Resorts S.A.
Others
Our interest in Banco Hipotecario
As of
December 31, 2024, we held a 29.2% of the equity of in Banco
Hipotecario. Established in 1886 by the Argentine government and
privatized in 1999, Banco Hipotecario has historically been
Argentina’s leading mortgage lender, provider of
mortgage-related insurance and mortgage loan services. All its
operations are located in Argentina where it operates a nationwide network of 62 branches in
the 23 Argentine provinces and the City of Buenos
Aires.
Banco
Hipotecario is an inclusive commercial bank that provides universal
banking services, offering a wide variety of banking products and
activities, including a wide range of individual and corporate
loans, deposits, credit and debit cards and related financial
services to individuals, small-and medium-sized companies, and
large corporations. As of December 2024, Banco Hipotecario ranked
eleventh in the Argentine financial system in terms of total assets
and thirteenth in terms of loans. As of December 31, 2024, Banco
Hipotecario’s shareholders’ equity was ARS 499,297
million, its consolidated assets were ARS 2,883,214 million, and
its net income for the six-month period ended December 31, 2024,
was ARS 30,359 million. Since 1999, Banco Hipotecario’s
shares have been listed on the ByMA in Argentina, and since 2006 it
has had a Level I ADR program.
Banco
Hipotecario’s business strategy is to continue diversifying
its loan portfolio. Banco Hipotecario’s non-mortgage loans to
the non-financial private sector, in nominal terms, were ARS 36,851
million as of December 31, 2019, ARS 40,522.8 million as of
December 31, 2020, ARS 48,760.9 million as of December 31, 2021,
ARS 61,353.5 million as of December 31, 2022, ARS 163,728.3 million
as of December 31, 2023 and ARS 660,512.5 million as of December
31, 2024.
Also,
Banco Hipotecario has diversified its funding sources by developing
its presence in the local and international capital markets, as
well as increasing its deposit base. As of December 31, 2024, its
capital markets debt representing 7% of its total
funding.
Banco
Hipotecario’s subsidiaries include BACS Banco de Crédito
y Securitización S.A., a bank specialized in investment
banking, asset securitization and asset management, from which
Banco Hipotecario owns directly 62.3% and IRSA owns directly 37.7%;
BHN Vida S.A., a life insurance company; and BHN Seguros Generales
S.A., a property insurance company.
On March 27, 2024, Banco Hipotecario
approved, through an Ordinary and Extraordinary General Assembly,
the payment of a dividend in the sum of ARS 26,500 million in
installments. On May 3, 2024, the Central Bank approved the
distribution of the dividend. As of the date of this report on Form
6-K, the dividends have been fully paid.
Others Assets
La Rural (convention centers and fairs activities) and La Arena
(stadium concession)
In
relation to the investment in La Rural S.A., its main activity
includes the organization of congresses, fairs, exhibitions and
events and is carried out by LRSA, both at the Palermo Fairgrounds
and at the “Centro de Exposiciones y Convenciones de la
Ciudad Autónoma de Buenos Aires” through a Transitory
Union of Companies that obtained, by public tender, the concession
of this property for a period of 15 years and the “Punta del
Este Convention and Exhibition Center”. IRSA has an indirect
participation of 35%.
Ogden
Argentina S.A., indirectly controlled by IRSA by 70%, owns an
82.85% stake in “La Arena S.A.”, a company that
developed and operates the stadium previously known as
“DirecTV Arena”, located in the kilometer 35.5 of the
Pilar branch, Tortuguitas, in
the province of Buenos Aires.
Del Plata Building Trust
On
November 10, 2023, the Company entered into a trust agreement at
cost for a project development of 35,120 sqm salable area
consisting on the construction of a residential building, stores
(gastronomic use), and complementary parking spaces, and under
which the Company acts as the money trustor and beneficiary of the
trust. Under this agreement, IRSA will receive the benefit of
approximately a 14.66% of the total sqm and will perform functions
as a developer based on its expertise in residential real estate
development. TMF Trust Company (Argentina) S.A., a company with a fiduciary purpose that is not a
related party, acts as trustee.
The
aforementioned trust agreement involved the contribution of a
building owned by Banco Hipotecario. The building is located in the
block embraced by the streets Carlos Pellegrini, Presidente
Perón, Sarmiento and Pasaje Carabelas, in the City of Buenos
Aires. On December 28, 2023, Banco Hipotecario transferred the
fiduciary ownership of the aforementioned property in favor of the
trustee as a contribution to the trust.
GCDI S.A. (formerly TGLT S.A.) (real estate)
GCDI
S.A. is a construction company listed on the ByMA which is mainly
engaged in the construction of third-party projects and residential
development projects in Argentina and Uruguay. As of December 31,
2024, IRSA holds a 27.39% interest.
We are appa S.A. (formerly Pareto S.A.)
On
October 8, 2018, the Company We are appa S.A. was incorporated,
with the social purpose of design, programming and development of
software, mobile and web applications. As of December 31, 2024, We
are appa S.A. had 63 employees and
IRSA’s share of “We are appa” reached
98.67%.
“We are appa’s” mission
is to minimize the friction of physical shopping by applying data
science and artificial intelligence, connecting buyers and sellers
in a unique experience.
Through
its application, ¡appa!, “We are appa” provides
shopping malls and tenants a 100% digital customer loyalty system
that promotes benefits and discounts
by facilitating the consumer experience.
For the six-month period ended December 31,
2024, ¡appa! users carried out more than 2.3 million
transactions on the platform, including consumption in shopping
malls, use of parking spaces, and redemption of corporate benefits.
Of these, approximately 2.2 million visitor transactions were
identified in IRSA shopping malls, corresponding to consumption of
more than ARS 27,500 million by 610,000 users. This information
allows the teams of the
shopping malls to manage their communications and actions in a more
efficient and segmented way that results in greater loyalty and
attractiveness of the shopping malls’ proposal towards its
visitors.
Avenida Inc.
As of
December 31, 2024, IRSA indirectly owned 2.71% of Avenida Inc., a
company dedicated to the e-commerce business.
Compará en casa
Compará en
casa is a digital insurance broker that compares the policies of
the main insurers in one place. They operate in Argentina, Brazil, Mexico, Paraguay and
Uruguay.
As of December 31, 2024, the Company
indirectly owned 14.82% of Compara en casa Ltd.
Turismo City
As of
December 31, 2024, the Company owns indirectly 9.28% of Rundel
Global Ltd., commercially known as Turismo City, which is a company
that holds interest in different business related with tourism and
travel assistance in Argentina,
Brazil and Chile.
Organizational Structure
The
following table presents
information relating to our ownership interest and the percentage
of our consolidated total net revenues represented by our
subsidiaries as of December 31, 2024:
|
Name of the entity
|
Country
|
Main activity
|
% of ownership interest held by the Company
|
|
IRSA's direct interest:
|
|
|
|
|
E-Commerce Latina
S.A.
|
Argentina
|
Investment
|
100.00%
|
|
Hoteles Argentinos
S.A.U.
|
Argentina
|
Hotel
|
100.00%
|
|
Inversora Bolívar
S.A.
|
Argentina
|
Investment
|
100.00%
|
|
Llao Llao Resorts S.A.(1)
|
Argentina
|
Hotel
|
50.00%
|
|
Nuevas Fronteras
S.A.
|
Argentina
|
Hotel
|
76.34%
|
|
Palermo Invest
S.A.
|
Argentina
|
Investment
|
100.00%
|
|
Ritelco
S.A.U
|
Argentina
|
Investment
|
100.00%
|
|
Tyrus
S.A.
|
Uruguay
|
Investment
|
100.00%
|
|
Arcos del Gourmet
S.A.
|
Argentina
|
Real
estate
|
90.00%
|
|
Emprendimiento
Recoleta S.A. (in liquidation)
|
Argentina
|
Real
estate
|
53.68%
|
|
Fibesa
S.A.U.
|
Argentina
|
Real
estate
|
100.00%
|
|
Panamerican Mall
S.A.
|
Argentina
|
Real
estate
|
80.00%
|
|
Shopping Neuquén
S.A.
|
Argentina
|
Real
estate
|
99.95%
|
|
Torodur
S.A.
|
Uruguay
|
Investment
|
100.00%
|
|
EHSA
|
Argentina
|
Investment
|
70.00%
|
|
We
Are Appa S.A.
|
Argentina
|
Design
and software development
|
98.67%
|
|
Shefa Fiduciaria
S.A.U.
|
Argentina
|
Trustee
company
|
100.00%
|
|
Fideicomo Shefa
V.C.
|
Argentina
|
Investment
|
100.00%
|
|
Tyrus S.A.'s direct interest:
|
|
|
|
|
DFL and DN
BV
|
Bermuda’s
/ Netherlands
|
Investment
|
99.65%
|
|
Real Estate Develoment
LLC
|
USA
|
Investment
|
100.00%
|
|
IRSA International
LLC
|
USA
|
Investment
|
100.00%
|
|
Liveck L.T.D.(2)
|
British
Virgin Islands
|
Investment
|
100.00%
|
|
Real Estate Strategies
LLC
|
USA
|
Investment
|
100.00%
|
|
DFL's and DN BV's direct interest:
|
|
|
|
|
Dolphin IL Investment
Ltd.
|
Israel
|
Investment
|
100.00%
|
(1)
The Company has
consolidated the investment in Llao Llao Resorts S.A. considering
its equity interest and a shareholder agreement that confers its
majority of votes in the decision making process.
(2)
Includes
Tyrus’ and IRSA’s equity interests.
We have
a significant interest in Banco Hipotecario, an Argentine company
incorporated under Argentine law and engaged in the banking business. As of
December 31, 2024, we held directly and indirectly 29.2% of Banco
Hipotecario.
Property, Plant and Equipment
The
Company owns and operates properties for administrative,
commercial, and rental use in Argentina. These assets are measured
at fair value or at cost less accumulated depreciation, depending
on the asset type, and there are no significant environmental
issues affecting their utilization.
The following table sets forth certain
information about our properties as of December 31,
2024:
|
Property (6)
|
|
Leasable/ Sale sqm / Rooms (1)
|
Location
|
Net Book Value in ARS (2)
|
Use
|
|
|
Bouchard
551
|
|
–
|
City
of Buenos Aires
|
4,473
|
Office
Rental
|
N/A
|
|
Intercontinental
Plaza Building
|
|
2,979
|
City
of Buenos Aires
|
11,624
|
Office
Rental
|
100.0
|
|
Dot
Building
|
|
11,242
|
City
of Buenos Aires
|
45,564
|
Office
Rental
|
79.4
|
|
Zetta
Building
|
|
32,173
|
City
of Buenos Aires
|
137,919
|
Office
Rental
|
100.0
|
|
Phillips
Building
|
|
8,017
|
City
of Buenos Aires
|
26,748
|
Office
Rental
|
50.6
|
|
Other Properties(5)
|
N/A
|
N/A
|
City
and Province of Buenos Aires / Detroit U.S
|
32,220
|
Other
Rentals
|
N/A
|
|
Abasto
Shopping
|
|
37,166
|
City
of Buenos Aires, Argentina
|
128,912
|
Shopping
Mall
|
99.5
|
|
Alto
Palermo Shopping
|
|
20,733
|
City
of Buenos Aires, Argentina
|
155,030
|
Shopping
Mall
|
99.4
|
|
Alto
Avellaneda
|
|
39,784
|
Province
of Buenos Aires, Argentina
|
99,956
|
Shopping
Mall
|
93.7
|
|
Alcorta
Shopping(16)
|
|
15,859
|
City
of Buenos Aires, Argentina
|
92,741
|
Shopping
Mall
|
99.9
|
|
Patio
Bullrich
|
|
11,395
|
City
of Buenos Aires, Argentina
|
45,344
|
Shopping
Mall
|
91.2
|
|
Alto
Noa
|
|
19,427
|
City
of Salta, Argentina
|
22,468
|
Shopping
Mall
|
99.4
|
|
Mendoza
Plaza
|
|
41,511
|
Mendoza,
Argentina
|
36,291
|
Shopping
Mall
|
98.6
|
|
Alto
Rosario
|
|
34,858
|
Santa
Fe, Argentina
|
90,933
|
Shopping
Mall
|
93.7
|
|
Córdoba Shopping –Villa Cabrera
(11)
|
|
15,368
|
City
of Córdoba, Argentina
|
27,744
|
Shopping
Mall
|
99.5
|
|
Dot
Baires Shopping
|
|
48,018
|
City
of Buenos Aires, Argentina
|
106,327
|
Shopping
Mall
|
99.3
|
|
Terrazas
de Mayo
|
|
33,700
|
Province
of Buenos Aires, Argentina
|
27,194
|
Shopping
Mall
|
82.3
|
|
Soleil
Premium Outlet
|
|
15,675
|
Province
of Buenos Aires, Argentina
|
47,860
|
Shopping
Mall
|
100.0
|
|
Distrito
Arcos
|
|
14,508
|
City
of Buenos Aires, Argentina
|
49,952
|
Shopping
Mall
|
100.0
|
|
Alto
Comahue
|
|
11,701
|
Neuquén,
Argentina
|
37,370
|
Shopping
Mall
|
99.4
|
|
Patio
Olmos
|
|
–
|
City
of Córdoba, Argentina
|
9,940
|
Shopping
Mall
|
N/A
|
|
Beruti
Parking Space
|
N/A
|
–
|
Ciudad
de Buenos Aires
|
4,724
|
Shopping
Mall
|
N/A
|
|
Caballito
Plot of Land
|
|
–
|
City
of Buenos Aires
|
36,833
|
Land
Reserve
|
N/A
|
|
Ramblas
del Plata - CABA (Ex Costa Urbana)
|
|
866,806
|
City
of Buenos Aires
|
420,376
|
Other
Rentals
|
N/A
|
|
Beruti
and Coronel Diaz Building
|
|
–
|
City
of Buenos Aires
|
10,462
|
Other
Rentals
|
N/A
|
|
Paseo
Colon Building
|
|
–
|
City
of Buenos Aires
|
5,761
|
Other
Rentals
|
N/A
|
|
Catalinas
Building
|
|
4,937
|
City
of Buenos Aires
|
21,714
|
Offices
and Other Rentals
|
100.0
|
|
Luján
plot of land
|
|
1,152,106
|
Province
of Buenos Aires, Argentina
|
9,928
|
Mixed
uses
|
N/A
|
|
Other Land Reserves (4)
|
N/A
|
N/A
|
City
and Province of Buenos Aires
|
98,942
|
Land
Reserve
|
N/A
|
|
Other Developments (15)
|
N/A
|
N/A
|
City
of Buenos Aires
|
565
|
Properties
under development
|
N/A
|
|
Buildable potentials (14)
|
N/A
|
N/A
|
City
of Buenos Aires, Córdoba and Santa Fé
|
32,326
|
Other
Rentals
|
N/A
|
|
Intercontinental Hotel (7)
(12)
|
|
313
|
City
of Buenos Aires
|
10,980
|
Hotel
|
63.9
|
|
Libertador Hotel (8)
(12)
|
|
200
|
City
of Buenos Aires
|
4,630
|
Hotel
|
59.4
|
|
Llao Llao Hotel (9)(10)
(12)
|
|
205
|
City
of Bariloche
|
22,331
|
Hotel
|
69.3
|
|
Others (3)
|
N/A
|
N/A
|
City
and Province of Buenos Aires
|
1,871
|
Others
|
N/A
|
(1)
Total leasable area
for each property. Excludes common areas and parking
spaces.
(2)
Shopping Malls,
Offices and Land Reserves are valued at fair value. Our Hotels are
valued at cost of acquisition or development plus improvements,
less accumulated depreciation, less allowances.
(4)
Includes the
following land reserves: Pontevedra plot, San Luis Plot, Pilar plot
and Intercontinental Plot, Annexed to Dot Plot, Mendoza Plot,
Casona Husdon Plot, Mendoza 2.992 East Av. Plot, Mendoza Bandera de
los Andes 3027 plot, Güemes 902 plot (Conil), Córdoba
plot, Neuquén plot, La Plata plot, Varela plot, Annexed to
Alto Avellaneda Plot, Manzana 35 Caballito plot.
(5)
Includes the
following properties: Anchorena 665, Anchorena 545 (Chanta IV),
Zelaya 3102 y 3103, Madero 1020, Abasto Offices, Suipacha 664, La
Adela, Paseo del Sol, Libertador 498, Beruti 3330/3336/3358 Paseo
del sol, Bankboston Tower.
(6)
Percentage of
occupation of each property. Land reserves are assets that the
company keeps in the portfolio for future
developments.
(7)
Through Nuevas
Fronteras S.A.
(8)
Through Hoteles
Argentinos S.A.U.
(9)
Through Llao Llao
Resorts S.A.
(10)
Includes
“Terreno Bariloche.”
(11)
The cinema building
located at Córdoba Shopping – Villa Cabrera is included
in Investment Properties, which is encumbered by a right of
antichresis as a result of loan due to Empalme by NAI INTERNACIONAL
II Inc.
(12)
Express in number
of rooms.
(13)
Includes buildable
potentials related to the following shopping malls: Patio Bullrich,
Alto Palermo, Córdoba Shopping and Alto Rosario.
(14)
Includes PH Office
Park.
(15)
Includes
“Ocampo parking spaces”.
OPERATING
AND FINANCIAL REVIEW AND PROSPECTS
A. Operating Results
The
following management’s discussion and analysis of our
financial condition and results of operations should be read
together with “Selected Consolidated Financial
Information” and our Q2
Unaudited Condensed Interim Consolidated Financial
Statements and related notes appearing elsewhere in this Form 6-K.
This discussion and analysis of our financial condition and results
of operations contains forward-looking statements that involve
risks, uncertainties and assumptions. These forward-looking
statements include such words as “expects,”
“anticipates,” “intends,”
“believes” and similar language. Our actual results may
differ materially and adversely from those anticipated in these
forward-looking statements as a
result of many factors, including without limitation those set
forth elsewhere in this Form 6-K.
General
We
prepare our Q2 Unaudited Condensed Interim
Consolidated Financial Statements in Argentine Pesos and
in accordance with IAS 34 “Interim financial
reporting”, as issued by the International Accounting
Standards Board
(“IASB”), and with CNV Rules.
Our Q2
Unaudited Condensed Interim Consolidated
Financial Statements and the financial information
included elsewhere in this Form
6-K have been prepared in accordance with IAS 34 “Interim
financial reporting”. We have determined that, as of
July 1, 2018, the Argentine economy qualifies as a
hyperinflationary economy according to the guidelines of IAS 29
since the total cumulative inflation in Argentina in the 36 months
prior to July 1, 2018 exceeded 100%. IAS 29 requires that the
financial information recorded in a hyperinflationary currency be
adjusted by applying a general price index and expressed in the
measuring unit (the hyperinflationary currency) at the end of the
reporting period. Therefore, our Q2
Unaudited Condensed Interim Consolidated Financial
Statements included in this Form 6-K have been adjusted by
applying a general price index. See “Risk Factors—Risks
Relating to Argentina.”
Our Q2
Unaudited Condensed Interim Consolidated Financial Statements have
been restated for inflation in currency current as of December 31,
2024. Our Audited Consolidated Financial Statements, as filed with
our Annual Report, have not been further restated as of the
measuring unit current as of December 31, 2024, pursuant to SEC
Financial Reporting Manual, Rule 6720.5, which provides that if
interim financial information more current than otherwise
required by SEC rules is
included in a registration statement solely to comply with
Instruction 3 to Item 8.A.5 of Form 20-F, it is not required that
prior periods be restated. This Form 6-K should be read in
conjunction with our Annual Report.
Our
profit for the six month-period ended December 31, 2023, as shown
for comparative purposes in the Q2 Unaudited Condensed Interim
Consolidated Financial Statements included as Exhibit 99.1 in this
Form 6-K, differs from profit for the six month-period ended
December 31, 2023 as shown in the Q2 Unaudited Condensed Interim
Consolidated Financial Statements as filed with the CNV, by an
amount equal to Ps. 13,022 million. Such variation is as a result
of an adjustment made to the Q2 Unaudited Condensed Interim
Consolidated Financial Statements included in this Form 6-K to make
it consistent with the audited annual financial statements included
in the Company’s annual report on Form 20-F for the fiscal
year ended June 30, 2024 filed with the SEC on October 23,
2024.
Overview
We are
engaged, directly and indirectly through subsidiaries and joint
ventures, in a range of diversified activities, primarily in real
estate, including:
(i)
the acquisition,
development and operation of shopping malls,
(ii)
the acquisition and
development of office buildings and other non-shopping mall
properties primarily for rental purposes,
(iii)
the development and
sale of residential properties,
(iv)
the acquisition and
operation of luxury hotels,
(v)
the acquisition of
undeveloped land reserves for future development or sale,
and
(vi)
selective
investments outside Argentina.
Effects of the global macroeconomic factors
Most of
our assets are located in Argentina, where we conduct our
operations. Therefore, our financial condition and the results of
our operations are significantly
dependent upon economic conditions prevailing in such
country.
The table below shows Argentina’s GDP,
inflation rates, dollar exchange rates, the appreciation
(depreciation) of the Argentine Peso against the U.S. dollar
for the indicated periods (inter-annual information—which is
the 12 month period preceding the dates presented—is
presented to conform to our fiscal year periods).
|
|
For
the six months period ended December, 31
|
Fiscal
year ended June 30,
|
|
|
|
|
|
|
|
|
|
|
|
GDP (1)
|
(2.1)% (2)
|
(1.7)%
|
(4.9)%
|
6.9%
|
|
Inflation (IPIM)
(3)
|
11.0%
|
284.4%
|
112.8%
|
57.3%
|
|
Inflation
(CPI)
|
21.1%
|
271.5%
|
115.6%
|
64.0%
|
|
Depreciation of the
Argentine Peso against the U.S. dollar
|
13.2%
|
(255.0%)
|
(105.0%)
|
(30.9%)
|
|
Average exchange
rate per USD 1.00 (4)
|
|
|
|
|
(1)
Represents inter
annual growth of the
second quarter GDP at constant prices (2004). For the fiscal year
information, historical data published by INDEC is maintained, as
exposed originally by us in our Annual Report.
(2)
As of September 30,
2024.
(3)
IPIM (Índice de Precios Internos al por
Mayor) is the wholesale price index as measured by the
Argentine Ministry of Treasury.
(4)
Represents average
of the selling and buying exchange rate quoted by Banco de la
Nación Argentina. As of February 26, 2025, the exchange rate
was 1,060.25 per U.S. dollar.
Sources: INDEC and Banco de la Nación
Argentina.
Argentine GDP
decreased 2.1% inter annually during the third quarter of 2024,
compared to a decrease of 0.8% in the same period of 2023.
Nationally, shopping mall sales at current prices in the month of
November 2024 relevant to the survey reached a total of ARS 488,824
million, which represents an increase of 134.8% compared to
November 2023. Accumulated sales for the first eleven months of the
year 2024, represent a 134.8% in current terms and 3.8% increase in
real terms as compared to the same period of 2023. The monthly
Estimador Mensual de Actividad
Económica (“EMAE”) as of November 30, 2024,
increased by 0.1% compared to the same month in 2023. As of
September 30, 2024, the unemployment rate was at 6.9% of the
country’s economically active population, compared to 5.7% as
of September 30, 2023. On the other hand, in the second quarter of
2024, the activity rate stood at 48.3% compared to 48.2% in the
same quarter of the previous year. While the employment rate
maintained in line at 45.0% as of September 30, 2024, compared to
45.5% in the third quarter of the
previous year.
Changes in short- and long-term interest rates,
unemployment and inflation rates may reduce the availability of
consumer credit and the purchasing power of individuals who
frequent shopping malls. These factors, combined with low GDP
growth, may reduce general consumption rates at our shopping malls.
Since most of the lease agreements at our shopping malls, our main
source of revenue, require tenants to pay a percentage of their
total sales as rent, a general reduction in consumption may reduce
our revenue. Additionally, a reduction in the number of shoppers at
our shopping malls and, consequently, in the demand for parking,
may also reduce our revenue from services rendered.
Effects of inflation
The
following are annual inflation rates during the fiscal years
indicated, based on information published by the INDEC, an
entity dependent of the
Argentine Ministry of Treasury.
|
|
|
|
|
Fiscal
year ended June 30,
|
|
|
2022
|
64.0%
|
57.3%
|
|
2023
|
115.6%
|
112.8%
|
|
2024
|
271.5%
|
284.4%
|
|
As
of December 31,
|
|
|
2023
|
211.4%
|
276.4%
|
|
2024
|
117.8%
|
67.1%
|
|
As
of December 31,
|
|
|
2023
|
106.7%
|
155.4%
|
|
2024
|
21.1%
|
11.0%
|
The
current structure of IRSA lease contracts for shopping mall tenants
generally includes provisions that provide for payment of variable
rent, which is a percentage of IRSA’s shopping mall tenants’
sales. Therefore, the projected cash flows for these shopping malls generally are highly
correlated with GDP growth and consumption
power.
For
the leases of spaces at our shopping malls we use for most tenants
a standard lease agreement, the terms and conditions of which are
described elsewhere in this report on Form 6-K. However, our
largest tenants generally negotiate better terms for their
respective leases. No assurance can be given that lease terms will
be as set forth in the standard lease agreement.
The
rent specified in our leases generally is the higher of (i) a
monthly Base Rent and (ii) a specified percentage of the
store’s monthly gross sales, which generally ranges between
2% and 12% of such sales. In addition, pursuant to the rent
escalation clause in most of our leases, a tenant’s Base Rent
generally increases on a monthly or quarterly and cumulative basis
following the IPC index. In the event of litigation regarding these
adjustment provisions, there can be no assurance that we may be
able to enforce such clauses contained in our lease
agreements.
Continuing increases in the rate of
inflation are likely to have an adverse effect on our operations.
Although higher inflation rates in Argentina may increase minimum
lease payments, given that tenants tend to pass on any increases in
their expenses to consumers, higher inflation may lead to an
increase in the prices our tenants charge consumers for their
products and services, which may ultimately reduce their sales
volumes and consequently the portion of rent we receive based on
our tenants’ gross sales. In addition, we measure the fair
market value of our shopping malls based upon the estimated cash
flows generated by such assets which, as discussed in previous
paragraphs, is directly related to consumer spending since a
significant component of the rent payment received from our tenants
is tied to the sales realized by such tenants (i.e., it is a
percentage of the sales of our tenants). Therefore, macroeconomic
conditions in Argentina have an impact on the fair market value of
our shopping malls as measured in Argentine Pesos. Specifically,
since our tenant’s products have been adjusted (increased) to
account for inflation of the Argentine Peso, our expected cash
flows from our shopping malls have similarly increased in nominal
terms since rent is largely dependent on sales of our tenants in
Argentine Pesos.
Seasonality
Our
urban business is directly affected by seasonality, influencing the
level of our tenants’ sales. During Argentine summer holidays
(January and February) our tenants’ sales typically reach
their lowest level, whereas during winter holidays (July) and in
Christmas (December) they reach their maximum level. Clothing
retailers generally change their collections in spring and autumn,
positively affecting our shopping malls’ sales. Discount
sales at the end of each season
are also one of the main seasonal factors affecting our
business.
Effects of interest rate fluctuations
Most of
our U.S. dollar-denominated debt accrues interest at a fixed rate.
An increase in interest rates will result in a significant
increase in our financing costs and
may materially affect our financial condition or our results of
operations.
In addition, a significant increase of interest
rates could deteriorate the terms and conditions in which our
tenants obtain financing from banks and financial
institutions in the market. As a consequence of that, if they
suffer liquidity problems the collection of our lease contracts
could be affected by an increase in the level of
delinquency.
Effects of foreign currency fluctuations
A
significant portion of our financial debt is denominated in U.S.
dollars. Therefore, a devaluation or depreciation of the Argentine
Peso against the U.S. dollar would increase our indebtedness
measured in Argentine Pesos and materially affect our results of
operations. Foreign currency exchange restrictions imposed by the
Argentine government could prevent or restrict our access to U.S.
dollars, affecting our ability to service our U.S. dollar
denominated- liabilities.
In
addition, contracts for the rental of office buildings are
generally stated in U.S. dollars, so a devaluation or depreciation
of the Argentine Peso against the U.S. dollar would increase the
risk of delinquency on our lease receivables.
As discussed above, we calculate the fair
market value of our office properties based on comparable sales
transactions. Typically, real estate transactions in Argentina are
transacted in U.S. dollars. Therefore, a devaluation or
depreciation of the Argentine Peso against the U.S. dollar would
increase the value of our real estate properties measured in
Argentine Pesos and an appreciation of the Argentine Peso would
have the opposite effect. In addition, foreign currency exchange
restrictions imposed by Argentine government could prevent or
restrict the access to U.S. dollars for the acquisition of real
estate properties, which are denominated and transacted in U.S
dollars in Argentina, that could affect our ability to sell or
acquire real estate properties and could have an adverse impact in
real estate prices.
Fluctuations in the market value of our investment properties as a
result of revaluations
Currently, our
interests in investment properties are revalued quarterly. Any
increase or decrease in the fair value of our investment
properties, based on appraisal reports prepared by appraisers, is
recorded in our consolidated statement of income and other comprehensive income for the
fiscal year during which the revaluation occurs. The revaluation of
our properties may therefore result in significant fluctuations in
the results of our operations.
Property values are affected by, among
other factors:
a)
shopping malls, which are mainly impacted by the discount rate used
(WACC), the projected GDP growth and the projected inflation and
devaluation of the Argentine Peso for future periods.
b)
office buildings, other rental properties, land reserves and
buildable potentials, which are mostly impacted by the supply and
demand of comparable properties and the U.S. dollar / Argentine
Peso exchange rate at the reporting period, as office buildings
fair value is generally established in U.S. dollars.
The
value of the Company investment properties is determined in U.S.
dollar pursuant to the methodologies further described in
“Critical Accounting Policies and estimates” in our
Annual Report and then determined in Argentine Pesos (our functional and presentation
currency).
In the past, purchases and sales of office
buildings were usually settled in U.S. dollars, However, as a
consequence of the restrictions imposed by the Central Bank on
foreign exchange transactions, purchase and sales of office
buildings and other properties are now usually settled in Argentine
Pesos, using an implicit exchange rate that is higher than the
official one (as it was the case in the operations carried out by
IRSA in the last two years).
Factors Affecting Comparability of our Results
Comparability of information
Office buildings
During
the year ended June 30, 2020, we incorporated as an investment
property the building “Della Paolera” located in
Catalinas District in Buenos Aires. It consists of 35,208 square
meters of GLA over 30 office floors and includes 316 parking spaces
in 4 basements. During the fiscal years 2024, 2023 and 2022, we
sold and transferred floors of the building for a total area of
approximately 3,579 sqm, 9,500 sqm and 9,674 sqm, respectively. On
October 15, 2024, we informed that we have sold a floor of the
“261 Della Paolera” for a total leasable area of
approximately 1,197 sqm and 8 parking lots located in the building.
As of December 31, 2024, we retain our rights for three floors of the building with an approximate
leasable area of 3,740 sqm.
On
April 19, 2022, we sold 100% of the “República”
building, located next to the “Catalinas Norte” area in
the City of Buenos Aires. The tower has 19,885 sqm of GLA on 20
office floors and 178 parking spaces.
On July 24, 2023, we sold the “Suipacha
652/64” office building, located in the Microcentro district
of the Autonomous City of Buenos Aires. The class B
building, with seven office floors and 62 parking lots, acquired by
IRSA in 1991, has a GLA of 11,465 sqm, which was vacant at the
moment of the transaction.
Shopping malls
During
the fiscal years ended June 30, 2024, 2023 and 2022, we
maintained the same portfolio of operating shopping
malls.
As of
December 3, 2024, we completed the acquisition of the
“Terrazas de Mayo”. This property is located in the
Malvinas Argentina’s district, northwest of Greater Buenos
Aires. The shopping mall has approximately 33,720 GLA
sqm.
Business Segment Information
IFRS
Accounting Standards 8 requires an entity to report financial and
descriptive information about its reportable segments, which are operating segments or
aggregations of operating segments that meet specified criteria.
Operating segments are components of an entity about which separate
financial information is available that is evaluated regularly by
our Chief Operating Decision Maker (“CODM”). According
to IFRS Accounting Standards 8, the CODM represents a function
whereby strategic decisions are made and resources are assigned.
The CODM function is carried out by the President of the Company,
Mr. Eduardo S. Elsztain.
Segment
information is reported from the perspective of products and
services, considering separately the various activities being
developed, which represent reporting operating segments given the
nature of its products, services, operations and
risks.
Below
is the segment information which was
prepared as follows:
The Company operates in the following
segments:
●
The
“Shopping Malls”
segment includes results principally consisting of lease and
service revenues related to rental of commercial space and other
spaces in the shopping malls of the Company.
●
The “Offices” segment includes
the operating results from lease revenues of offices and other
service revenues related to the office activities.
●
The “Sales and Developments”
segment includes the operating results of the development,
maintenance and sales of undeveloped parcels of land and/or trading
properties. Real estate sales results and other rental spaces are
also included.
●
The
“Hotels” segment
includes the operating results mainly consisting of room, catering
and restaurant revenues.
●
The “Others” segment includes
the entertainment activities through La Arena S.A., La Rural S.A.
and Centro de Convenciones Buenos Aires (concession), We Are Appa
investments in associates such as GCDI and the financial activities
carried out through BHSA / BACS, as well as other investments in
associates.
The
CODM periodically reviews the operating results and certain asset
categories and assesses performance of operating segments based on
a measure of profit or loss of the segment composed by the
operating income plus the share of profit / (loss) of joint
ventures and associates. The valuation criteria used in preparing
this information are consistent with IFRS Accounting Standards used for the
preparation of our Audited Consolidated Financial Statements,
except for the following:
●
Operating results
from joint ventures are evaluated by the CODM applying proportional
consolidation method. Under this method the profit/loss generated
and assets are reported in the Statement of Income line-by-line
based on the percentage held in joint ventures rather than in a
single item as required by IFRS Accounting Standards. Management
believes that the proportional consolidation method provides more
useful information to understand the business return. On the other
hand, the investment in the joint venture La Rural S.A. is
accounted for under the equity method since this method is
considered to provide more accurate information in this
case.
●
Operating results
from Shopping Malls and Offices segments do not include the amounts
pertaining to building administration expenses and FPC as well as
total recovered costs, whether by way of expenses or other concepts
included under financial results (for example default interest and
other concepts). The CODM examines the net amount from these items
(total surplus or deficit between building administration expenses
and FPC and recoverable expenses).
The
assets’ categories examined by the CODM are: investment
properties, property, plant and equipment, trading properties,
inventories, right to receive future units under barter agreements,
investment in associates and goodwill. The sum of these assets,
classified by business segment, is reported under “assets by
segment”. Assets are allocated to each segment based on the operations and/or their
physical location.
Most
revenue from its operating segments is derived from, and their
assets are located in, Argentina, except for some share of profit /
(loss) of associates included in the “Others” segment
located in the United States.
Revenues
for each reporting segment derive from a large and diverse client
base and, therefore, there is no revenue concentration in any
particular segment.
Below is a summary of the company’s
lines of business and a reconciliation between the results from
operations as per segment information and the results from
operations as per the Statements of Income (and statement of
financial position, where applicable) for the six-month periods
ended December 31, 2024 and 2023:
|
|
Six-Month
period ended December 31, 2024
|
|
|
|
|
Expenses and collective promotion funds
|
Elimination of inter-segment transactions and non-reportable assets
/ liabilities (2)
|
Total as per statement of income / statement of financial
position
|
|
|
|
|
Revenues
|
170,141
|
(949)
|
42,949
|
-
|
212,141
|
|
Costs
|
(38,106)
|
88
|
(43,189)
|
-
|
(81,207)
|
|
Gross profit /
(loss)
|
132,035
|
(861)
|
(240)
|
-
|
130,934
|
|
Net
(loss) / gain from fair value adjustment of investment
properties
|
(232,859)
|
(214)
|
-
|
-
|
(233,073)
|
|
General
and administrative expenses
|
(28,519)
|
158
|
-
|
62
|
(28,299)
|
|
Selling
expenses
|
(9,747)
|
59
|
-
|
-
|
(9,688)
|
|
Other operating results,
net
|
(9,723)
|
(8)
|
135
|
(62)
|
(9,658)
|
|
(Loss) / profit from operations
|
(148,813)
|
(866)
|
(105)
|
-
|
(149,784)
|
|
Share
of profit of associates and joint ventures
|
24,061
|
716
|
-
|
-
|
24,777
|
|
Segment (loss) /
profit
|
(124,752)
|
(150)
|
(105)
|
-
|
(125,007)
|
|
Reportable
assets
|
2,164,897
|
649
|
-
|
336,260
|
2,501,806
|
|
Reportable liabilities
(i)
|
-
|
-
|
-
|
(1,265,266)
|
(1,265,266)
|
|
Net reportable
assets
|
2,164,897
|
649
|
-
|
(929,006)
|
1,236,540
|
|
|
Six-Month
period ended December 31, 2023
|
|
|
|
|
Expenses and collective promotion funds
|
Elimination of inter-segment transactions and non-reportable assets
/ liabilities (2)
|
Total as per statement of income / statement of financial
position
|
|
|
|
|
Revenues
|
183,583
|
(997)
|
38,350
|
-
|
220,936
|
|
Costs
|
(32,290)
|
122
|
(39,163)
|
-
|
(71,331)
|
|
Gross profit /
(loss)
|
151,293
|
(875)
|
(813)
|
-
|
149,605
|
|
Net
gain from fair value adjustment of investment
properties
|
302,609
|
(2,483)
|
-
|
-
|
300,126
|
|
General
and administrative expenses
|
(31,801)
|
118
|
-
|
174
|
(31,509)
|
|
Selling
expenses
|
(12,555)
|
87
|
-
|
-
|
(12,468)
|
|
Other operating results,
net
|
(1,651)
|
(15)
|
320
|
(174)
|
(1,520)
|
|
Profit / (loss) from
operations
|
407,895
|
(3,168)
|
(493)
|
-
|
404,234
|
|
Share
of profit of associates and joint ventures
|
41,310
|
2,083
|
-
|
-
|
43,393
|
|
Segment profit /
(loss)
|
449,205
|
(1,085)
|
(493)
|
-
|
447,627
|
|
Reportable
assets
|
3,113,813
|
7,539
|
-
|
474,348
|
3,595,700
|
|
Reportable liabilities
(i)
|
-
|
-
|
-
|
(1,771,446)
|
(1,771,446)
|
|
Net reportable
assets
|
3,113,813
|
7,539
|
-
|
(1,297,098)
|
1,824,254
|
(1)
Represents the
equity value of joint ventures that were proportionately
consolidated for segment information.
(2)
Includes deferred
income tax assets, income tax 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 34 as
of December 31, 2024.
Below
is a summarized analysis of our
operating segments for the six-month periods ended December 31,
2024 and 2023:
|
|
Six-Month
period ended December 31, 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
120,943
|
8,690
|
6,894
|
30,545
|
3,069
|
170,141
|
|
Costs
|
(8,461)
|
(634)
|
(8,187)
|
(19,057)
|
(1,767)
|
(38,106)
|
|
Gross profit /
(loss)
|
112,482
|
8,056
|
(1,293)
|
11,488
|
1,302
|
132,035
|
|
Net
gain / (loss) from fair value adjustment of investment
properties
|
119,242
|
(104,714)
|
(247,216)
|
-
|
(171)
|
(232,859)
|
|
General and administrative
expenses
|
(13,745)
|
(1,133)
|
(5,373)
|
(5,463)
|
(2,805)
|
(28,519)
|
|
Selling
expenses
|
(5,435)
|
(224)
|
(1,031)
|
(2,357)
|
(700)
|
(9,747)
|
|
Other operating results,
net
|
(280)
|
56
|
(11,586)
|
(296)
|
2,383
|
(9,723)
|
|
Profit / (loss) from
operations
|
212,264
|
(97,959)
|
(266,499)
|
3,372
|
9
|
(148,813)
|
|
Share
of profit of associates and joint ventures
|
-
|
-
|
-
|
-
|
24,061
|
24,061
|
|
Segment profit /
(loss)
|
212,264
|
(97,959)
|
(266,499)
|
3,372
|
24,070
|
(124,752)
|
|
|
|
|
|
|
|
|
|
Investment properties and trading
properties
|
994,539
|
245,837
|
653,566
|
-
|
2,337
|
1,896,279
|
|
Investment in associates and joint
ventures
|
-
|
-
|
-
|
-
|
171,650
|
171,650
|
|
Other operating
assets
|
3,827
|
394
|
48,177
|
38,542
|
6,028
|
96,968
|
|
Reportable
assets
|
998,366
|
246,231
|
701,743
|
38,542
|
180,015
|
2,164,897
|
|
|
Six-Month
period ended December 31, 2023
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
122,405
|
7,648
|
9,858
|
41,094
|
2,578
|
183,583
|
|
Costs
|
(6,335)
|
(618)
|
(5,355)
|
(18,231)
|
(1,751)
|
(32,290)
|
|
Gross
profit
|
116,070
|
7,030
|
4,503
|
22,863
|
827
|
151,293
|
|
Net
gain / (loss) from fair value adjustment of investment
properties
|
331,033
|
1,015
|
(30,245)
|
-
|
806
|
302,609
|
|
General and administrative
expenses
|
(14,100)
|
(1,161)
|
(5,601)
|
(5,954)
|
(4,985)
|
(31,801)
|
|
Selling
expenses
|
(5,370)
|
(250)
|
(3,713)
|
(2,800)
|
(422)
|
(12,555)
|
|
Other operating results,
net
|
(1,196)
|
(126)
|
(2,165)
|
(307)
|
2,143
|
(1,651)
|
|
Profit / (loss) from
operations
|
426,437
|
6,508
|
(37,221)
|
13,802
|
(1,631)
|
407,895
|
|
Share
of profit of associates and joint ventures
|
-
|
-
|
-
|
-
|
41,310
|
41,310
|
|
Segment profit /
(loss)
|
426,437
|
6,508
|
(37,221)
|
13,802
|
39,679
|
449,205
|
|
|
|
|
|
|
|
|
|
Investment properties and trading
properties
|
1,163,618
|
483,597
|
1,177,892
|
-
|
5,034
|
2,830,141
|
|
Investment in associates and joint
ventures
|
-
|
-
|
-
|
-
|
169,747
|
169,747
|
|
Other operating
assets
|
3,007
|
479
|
65,296
|
38,645
|
6,498
|
113,925
|
|
Reportable
assets
|
1,166,625
|
484,076
|
1,243,188
|
38,645
|
181,279
|
3,113,813
|
Results of operations for the six-month periods ended December 31,
2024 and 2023
Below
is a summary of the Company’s operating segments and a
reconciliation between the total of the operating result according
to the information by segments and the operating result according to the income statement
for the six-month periods ended December 31, 2024 and
2023.
|
|
Total Segment Information
|
|
Expenses and Collective Promotion Fund
|
Inter-segment eliminations and non-reportable assets /
liabilities
|
Total income statement / statement of financial
position
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
170,141
|
183,583
|
(13,442)
|
(949)
|
(997)
|
48
|
42,949
|
38,350
|
4,599
|
-
|
-
|
-
|
212,141
|
220,936
|
(8,795)
|
|
Costs
|
(38,106)
|
(32,290)
|
(5,816)
|
88
|
122
|
(34)
|
(43,189)
|
(39,163)
|
(4,026)
|
-
|
-
|
-
|
(81,207)
|
(71,331)
|
(9,876)
|
|
Gross profit / (loss)
|
132,035
|
151,293
|
(19,258)
|
(861)
|
(875)
|
14
|
(240)
|
(813)
|
573
|
-
|
-
|
-
|
130,934
|
149,605
|
(18,671)
|
|
Net
gain / (loss) from fair value adjustment of investment
properties
|
(232,859)
|
302,609
|
(535,468)
|
(214)
|
(2,483)
|
2,269
|
-
|
-
|
-
|
-
|
-
|
-
|
(233,073)
|
300,126
|
(533,199)
|
|
General
and administrative expenses
|
(28,519)
|
(31,801)
|
3,282
|
158
|
118
|
40
|
-
|
-
|
-
|
62
|
174
|
(112)
|
(28,299)
|
(31,509)
|
3,210
|
|
Selling
expenses
|
(9,747)
|
(12,555)
|
2,808
|
59
|
87
|
(28)
|
-
|
-
|
-
|
-
|
-
|
-
|
(9,688)
|
(12,468)
|
2,780
|
|
Other
operating results, net
|
(9,723)
|
(1,651)
|
(8,072)
|
(8)
|
(15)
|
7
|
135
|
320
|
(185)
|
(62)
|
(174)
|
112
|
(9,658)
|
(1,520)
|
(8,138)
|
|
(Loss) / profit from operations
|
(148,813)
|
407,895
|
(556,708)
|
(866)
|
(3,168)
|
2,302
|
(105)
|
(493)
|
388
|
-
|
-
|
-
|
(149,784)
|
404,234
|
(554,018)
|
|
Share
of profit / (loss) of associates and joint ventures
|
24,061
|
41,310
|
(17,249)
|
716
|
2,083
|
(1,367)
|
-
|
-
|
-
|
-
|
-
|
-
|
24,777
|
43,393
|
(18,616)
|
|
Segment (loss) / profit
|
(124,752)
|
449,205
|
(573,957)
|
(150)
|
(1,085)
|
935
|
(105)
|
(493)
|
388
|
-
|
-
|
-
|
(125,007)
|
447,627
|
(572,634)
|
|
Reportable
assets
|
2,164,897
|
3,113,813
|
(948,916)
|
649
|
7,539
|
(6,890)
|
-
|
-
|
-
|
336,260
|
474,348
|
(138,088)
|
2,501,806
|
3,595,700
|
(1,093,894)
|
|
Reportable
liabilities
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(1,265,266)
|
(1,771,446)
|
506,180
|
(1,265,266)
|
(1,771,446)
|
506,180
|
|
Net reportable assets
|
2,164,897
|
3,113,813
|
(948,916)
|
649
|
7,539
|
(6,890)
|
-
|
-
|
-
|
(929,006)
|
(1,297,098)
|
368,092
|
1,236,540
|
1,824,254
|
(587,714)
|
Below
is a summary analysis of our operating segments by products and
services for the six-month periods ended December 31, 2024 and
2023.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
120,943
|
122,405
|
(1,462)
|
8,690
|
7,648
|
1,042
|
6,894
|
9,858
|
(2,964)
|
30,545
|
41,094
|
(10,549)
|
3,069
|
2,578
|
491
|
170,141
|
183,583
|
(13,442)
|
|
Costs
|
(8,461)
|
(6,335)
|
(2,126)
|
(634)
|
(618)
|
(16)
|
(8,187)
|
(5,355)
|
(2,832)
|
(19,057)
|
(18,231)
|
(826)
|
(1,767)
|
(1,751)
|
(16)
|
(38,106)
|
(32,290)
|
(5,816)
|
|
Gross profit /
(loss)
|
112,482
|
116,070
|
(3,588)
|
8,056
|
7,030
|
1,026
|
(1,293)
|
4,503
|
(5,796)
|
11,488
|
22,863
|
(11,375)
|
1,302
|
827
|
475
|
132,035
|
151,293
|
(19,258)
|
|
Net
gain / (loss) from fair value adjustment of investment
properties
|
119,242
|
331,033
|
(211,791)
|
(104,714)
|
1,015
|
(105,729)
|
(247,216)
|
(30,245)
|
(216,971)
|
-
|
-
|
-
|
(171)
|
806
|
(977)
|
(232,859)
|
302,609
|
(535,468)
|
|
General and administrative expenses
|
(13,745)
|
(14,100)
|
355
|
(1,133)
|
(1,161)
|
28
|
(5,373)
|
(5,601)
|
228
|
(5,463)
|
(5,954)
|
491
|
(2,805)
|
(4,985)
|
2,180
|
(28,519)
|
(31,801)
|
3,282
|
|
Selling expenses
|
(5,435)
|
(5,370)
|
(65)
|
(224)
|
(250)
|
26
|
(1,031)
|
(3,713)
|
2,682
|
(2,357)
|
(2,800)
|
443
|
(700)
|
(422)
|
(278)
|
(9,747)
|
(12,555)
|
2,808
|
|
Other
operating results, net
|
(280)
|
(1,196)
|
916
|
56
|
(126)
|
182
|
(11,586)
|
(2,165)
|
(9,421)
|
(296)
|
(307)
|
11
|
2,383
|
2,143
|
240
|
(9,723)
|
(1,651)
|
(8,072)
|
|
Profit / (loss) from
operations
|
212,264
|
426,437
|
(214,173)
|
(97,959)
|
6,508
|
(104,467)
|
(266,499)
|
(37,221)
|
(229,278)
|
3,372
|
13,802
|
(10,430)
|
9
|
(1,631)
|
1,640
|
(148,813)
|
407,895
|
(556,708)
|
|
Share of profit of associates and joint
ventures
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
24,061
|
41,310
|
(17,249)
|
24,061
|
41,310
|
(17,249)
|
|
Segment profit /
(loss)
|
212,264
|
426,437
|
(214,173)
|
(97,959)
|
6,508
|
(104,467)
|
(266,499)
|
(37,221)
|
(229,278)
|
3,372
|
13,802
|
(10,430)
|
24,070
|
39,679
|
(15,609)
|
(124,752)
|
449,205
|
(573,957)
|
|
Reportable assets
|
998,366
|
1,166,625
|
(168,259)
|
246,231
|
484,076
|
(237,845)
|
701,743
|
1,243,188
|
(541,445)
|
38,542
|
38,645
|
(103)
|
180,015
|
181,279
|
(1,264)
|
2,164,897
|
3,113,813
|
(948,916)
|
|
Reportable liabilities
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
Net reportable
assets
|
998,366
|
1,166,625
|
(168,259)
|
246,231
|
484,076
|
(237,845)
|
701,743
|
1,243,188
|
(541,445)
|
38,542
|
38,645
|
(103)
|
180,015
|
181,279
|
(1,264)
|
2,164,897
|
3,113,813
|
(948,916)
|
Revenues six-month period ended December 31, 2024 vs December 31,
2023
Shopping Malls. Revenues
from the Shopping Malls segment decreased by 1.2% from ARS 122,405
million during the six-month period ended December 31, 2023, to ARS
120,943 million during the six-month period ended December 31,
2024. This decrease was mainly due to:
(i) a decrease of ARS 21,528 million in contingent rent revenue;
(ii) a decrease of ARS 113 million in other rents and services;
partially offset by (iii) an increase of ARS 15,799 million in base
rent revenue; (iv) an increase of ARS 2,267 million in commission
income; (v) an increase of ARS 1,098 million in admission rights;
(vi) an increase of ARS 958 million in parking revenue due to rate
increases above inflation; and (vii) an increase of ARS 58 million
in management and administration services. Although base rent
revenue increased compared to the previous period, tenants’
real sales were 8.5% lower than in the same period of the prior
fiscal year, mainly due to a decline in consumption and the fact
that inflation in the apparel and food sectors was lower than
overall inflation which impacted the reduction of the contingent
rent. Additionally, the increase in admission fees corresponds to
changes in contract negotiations carried out during the last
quarter of the fiscal year ended June 30, 2024.
Offices. Revenues from the Offices segment
increased by 13.6% from ARS 7,648 million during the six-month
period ended December 31, 2023, to ARS 8,690 million during the
six-month period ended December 31, 2024. This variation was mainly due to a 13.6% increase
in rental revenues, from ARS 7,606 million for the six-month period
ended December 31, 2023, to ARS 8,642 million for the six-month
period ended December 31, 2024. While rental rates remained stable
in USD, overall occupancy increased, mainly in the Dot Building and
Coworking spaces. Additionally, the average exchange rate applied
to invoicing during this semester was 30% higher than inflation
compared to the average of the prior period.
Sales and
Developments. Revenues from the Sales and
Developments segment recorded a 30.1% decrease from ARS 9,858
million during the six-month period ended December 31, 2023, to ARS
6,894 million during the six-month period ended December 31, 2024.
This decrease is mainly explained by
the fact that, during the six-month period ended December 31, 2023,
Vista al Muelle S.A. sold two lots in Canelones (Uruguay) for an
amount higher than the sales recorded in the six-month period ended
December 31, 2024, which included the sale of a plot of land
located in Tigre, the assignment of rights for a unit in the
“Human Abasto Towers” and the payment in kind of units
from Towers 1 and 2 located in Canelones (Uruguay) by Vista al
Muelle S.A.
Hotels. Revenues from our Hotels segment
decreased by 25.7% from ARS 41,094 million during the six-month
period ended December 31, 2023, to ARS 30,545 million during the
six-month period ended December 31, 2024, mainly due to a decline in both revenue and occupancy
levels. This decrease is mainly explained by a drop in
international tourism inflows resulting from exchange rate
competitiveness in the country.
Others. Revenues from the Others segment
increased by 19.0% from ARS 2,578 million during the six-month
period ended December 31, 2023, to ARS 3,069 million during the
six-month period ended December 31, 2024, mainly due to the greater number of congresses and
fairs held at the Buenos Aires Convention Centre (La Rural S.A. -
OFC S.R.L. - OGDEN S.A – Entretenimiento Universal S.A. -
Unión transitoria - (administrator of the Convention and
Exhibition Centre of the City of Buenos Aires)) and the fee charged
by We Are APPA for the services of the APPA application for
promotions and actions of the Shopping Malls.
Costs six-month period ended December 31, 2024 vs December 31,
2023
Shopping Malls. Costs associated with
the Shopping Malls segment increased by 33.6%, from ARS 6,335
million during the six-month period ended December 31, 2023, to ARS
8,461 million during the six-month period ended December 31, 2024,
mainly due to: (i) an increase of ARS 1,072 million in fees and
compensation for services due to higher fees for digital content;
(ii) an increase of ARS 414 million in amortization and
depreciation charges; (iii) an increase of ARS 308 million in the
cost of sales of goods and services; (iv) an increase of ARS 300
million in salaries, social security charges, and other personnel
expenses; (v) an increase of ARS 77 million in rents and expenses;
(vi) an increase of ARS 76 million in taxes, rates, and
contributions; partially offset by: (vii) a decrease of ARS 70
million in maintenance, security, cleaning, repairs, and similar
charges; and (viii) a decrease of ARS 53 million in banking
expenses. Costs associated with the Shopping Malls segment,
measured as a percentage of the revenues from this segment,
increased from 5.2% during the six-month period ended December 31,
2023, to 7.0% during the six-month period ended December 31,
2024.
Offices. Costs associated with the
Offices segment increased by 2.6%, from ARS 618 million during the
six-month period ended December 31, 2023, to ARS 634 million during the six-month period
ended December 31, 2024, mainly due to: (i) an increase of ARS 48
million in rents and expenses; (ii) an increase of ARS 10 million
in taxes, rates, and contributions; (iii) an increase of ARS 4
million in fees and compensation for services; partially offset by:
(iv) a decrease of ARS 24 million in maintenance, security,
cleaning, repairs, and similar charges; (v) a decrease of ARS 17
million in amortization and depreciation charges; (vi) a decrease
of ARS 3 million in salaries, social security charges, and other
personnel expenses; and (vii) a decrease of ARS 1 million in
banking expenses. Costs associated with the Offices segment,
measured as a percentage of the revenues from this segment,
decreased from 8.1% during the six-month period ended December 31,
2023, to 7.3% during the six-month period ended December 31,
2024.
Sales and Developments. Costs associated
with our Sales and Developments segment recorded a 52.9% increase,
from ARS 5,355 million during the six-month period ended December
31, 2023, to ARS 8,187 million during the six-month period ended
December 31, 2024 mainly due to: (i) higher costs for the sale of
goods and services of ARS 2,455 million, mainly explained by the
sale of a plot of land located in Tigre, the assignment of rights
for a unit in the “Human Abasto Towers,” and the
payment in kind of units from Towers 1 and 2 located in Canelones
(Uruguay) by Vista al Muelle S.A.; (ii) an increase of ARS 226
million in rents and expenses; (iii) an increase of ARS 148 million
in salaries, social security charges, and other personnel expenses;
(iv) an increase of ARS 112 million in taxes, rates, and
contributions; (v) an increase of ARS 17 million in travel,
mobility, and stationery expenses; (vi) an increase of ARS 5
million in amortization and depreciation charges; partially offset
by: (vii) a decrease of ARS 77 million in maintenance, security, cleaning, repairs,
and similar charges; and (viii) a decrease of ARS 57 million in
fees and compensation for services. Costs in the Sales and
Developments segment, measured as a percentage of revenues from
this segment, increased from 54.3% during the six-month period
ended December 31, 2023, to 118.8% during the six-month period
ended December 31, 2024.
Hotels. Costs in the Hotels segment
increased by 4.5%, from ARS 18,231 million during the six-month
period ended December 31, 2023, to ARS 19,057 million during the six-month period
ended December 31, 2024, mainly as a result of (i) an increase of
ARS 1,676 million in salaries, social security charges, and other
personnel expenses; (ii) an increase of ARS 81 million in travel,
mobility, and stationery expenses; partially offset by: (iii) a
decrease of ARS 373 million in food, beverages, and other
hotel-related expenses; (iv) a decrease of ARS 340 million in fees
and compensation for services; (v) a decrease of ARS 113 million in
other charges; (vi) a decrease of ARS 54 million in maintenance,
security, cleaning, repairs, and similar charges; and (vii) a
decrease of ARS 43 million in amortization and depreciation
charges. Costs in the Hotels segment, measured as a percentage of
revenues from this segment, increased from 44.4% during the
six-month period ended December 31, 2023, to 62.4% during the
six-month period ended December 31, 2024.
Others. Costs in the Others segment
increased by 0.9%, from ARS 1,751 million during the six-month
period ended December 31, 2023, to ARS 1,767 million during the
six-month period ended December 31, 2024, mainly as a result of:
(i) an increase of ARS 153 million in amortization and depreciation
charges; (ii) an increase of ARS 39 million in fees and compensation for
services; (iii) an increase of ARS 13 million in travel, mobility,
and stationery expenses; partially offset by: (iv) a decrease of
ARS 104 million in other charges; (v) a decrease of ARS 47 million
in maintenance, security, cleaning, repairs, and similar charges;
(vi) a decrease of ARS 26 million in salaries, social security
charges, and other personnel expenses; and (vii) a decrease of ARS
10 million in taxes, rates, and contributions. Costs in the Others
segment, measured as a percentage of revenues from this segment,
decreased from 67.9% during the six-month period ended December 31,
2023, to 57.6% during the six-month period ended December 31,
2024.
Gross profit six-month period ended December 31, 2024 vs December
31, 2023
Shopping Malls. Gross profit from the
Shopping Malls segment decreased by 3.1%, from a profit of ARS
116,070 million during the six-month period ended December 31,
2023, to an ARS 112,482 million profit million during the six-month
period ended December 31, 2024,
mainly due to the decrease in revenues mentioned above. Gross
profit from the Shopping Malls segment, measured as a percentage of
revenues from this segment, decreased from 94.8% positive during
the six-month period ended December 31, 2023, to 93.0% positive
during the six-month period ended December 31, 2024.
Offices. Gross profit from the Offices
segment increased by 14.6%, from a profit of ARS 7,030 million
during the six-month period ended December 31, 2023, to an ARS
8,056 million profit million during the six-month period ended
December 31, 2024. Gross profit from the Offices segment, measured
as a percentage of revenues from this segment, increased from 91.9%
positive during the six-month period ended December 31, 2023, to
92.7% positive during the six-month period ended December 31,
2024.
Sales and developments. Gross profit /
(loss) from the Sales and Developments segment decreased by 128.7%,
from a profit of ARS 4,503 million during the six-month period
ended December 31, 2023, to an ARS 1,293 million loss during the
six-month period ended December
31, 2024. Gross profit / (loss) from the Sales and Developments
segment, measured as a percentage of revenues from this segment,
decreased from 45.7% positive during the six-month period ended
December 31, 2023, to 18.8% negative during the six-month period
ended December 31, 2024.
Hotels. Gross profit / (loss) from the
Hotels segment decreased by 49.8%, from a profit of ARS 22,863
million during the six-month period ended December 31, 2023, to an
ARS 11,488 million profit during the six-month period ended
December 31, 2024. Gross profit / (loss) from the Hotels segment,
measured as a percentage of revenues from this segment, decreased
from 55.6% positive during the six-month period ended December 31,
2023, to 37.6% positive during the six-month period ended December
31, 2024.
Others. Gross profit from the Others
segment increased by 57.4%, from a profit of ARS 827 million during
the six-month period ended December 31, 2023, to an ARS 1,302
million profit during the six-month period ended December 31, 2024.
Gross profit from the Others segment, measured as a percentage of
revenues from this segment, increased from 32.1% positive during
the six-month period ended
December 31, 2023, to 42.4% positive during the six-month period
ended December 31, 2024.
The
variations described in this section relate to the previously mentioned
effects on revenues and costs.
Net gain / (loss) from fair value adjustment of investment
properties six-month period ended December 31, 2024 vs December 31,
2023
Total
consolidated net gain / (loss) from fair value adjustment of
investment properties, according to the income statement, decreased
by ARS 533,199 million, from a
net gain of ARS 300,126 million during the six-month period ended
December 31, 2023, to a net loss of ARS 233,073 million during the
six-month period ended December 31, 2024.
According to
information by segments, the net gain / (loss) from fair value
adjustment of investment properties went from a gain of ARS 302,609
million (out of which an ARS
331,033 million gain derives from our Shopping Malls segment; an
ARS 1,015 million gain from our Offices segment; an ARS 30,245
million loss from our Sales and Developments segment and an ARS 806
million gain from our Others segment) during the six-month period
ended December 31, 2023, to a loss of ARS 232,859 million during
the six-month period ended December 31, 2024 (out of which an ARS
119,242 million gain derives from our Shopping Malls segment; an
ARS 104,714 million loss from our Offices segment; an ARS 247,216
million loss from our Sales and Developments segment and an ARS 171
million loss from our Others segment).
The net
impact on the Argentine Peso values of our shopping malls was
primarily attributable to: (i) a net positive result of ARS 51,665
million due to the variation in the projected revenue growth rate,
the conversion of projected cash flows in Argentine Pesos to U.S.
dollars based on the projected exchange rate estimates used in the
cash flow, and the change in the valuation date; (ii) a positive
impact of ARS 101,238 million resulting from the conversion to
Argentine Pesos of the dollar-denominated value of shopping malls
based on the period-end exchange rate; and (iii) a decrease of 189
basis points in the discount rate applied to cash flows and 155
basis points in the perpetuity discount rate, mainly driven by a
reduction in the country risk premium and the cost of debt
components of the WACC discount rate used to discount cash flows,
which generated an increase in the value of shopping malls of ARS
122,247 million.
Additionally, due
to the impact of the inflation adjustment, ARS 144,967 million were
reclassified from Net gain / (loss) from fair value adjustment of
investment properties to “Inflation Adjustment” in the
Statement of Income and Other
Comprehensive Income.
The
Argentine market for office buildings, land reserves, and other
properties is a liquid market with substantial participation from
counterparties that frequently engage in purchase and sale
transactions. This situation allows for the observation of relevant
and representative purchase and sale prices in the market.
Accordingly, the “Market Approach” technique (market
comparable values) is used to determine the fair value of the
Office and Other segments, with price per square meter being the
most representative metric. In our Office segment and Sales and
developments segment, the value
in real terms decreased by 28.35% during the six-month period ended
December 31, 2024, due to the variation in the implicit exchange
rate for the period, which was below inflation. In the six-month
period ended December 31, 2024, we sold parking spaces in the
Libertador 498 building and floors of the “261 Della
Paolera” tower. In the six-month period ended December 31,
2023, we sold the Maple Building, parking spaces in the Libertador
498 building, and floors of the “261 Della Paolera”
tower.
General and administrative expenses six-month period ended December
31, 2024 vs December 31, 2023
Shopping Malls. The general and
administrative expenses of Shopping Malls decreased by 2.5%, from
ARS 14,100 million during the six-month period ended December 31,
2023, to ARS 13,745 million during the six-month period ended
December 31, 2024, mainly as a result of: (i) a decrease of ARS 346
million in fees and compensation for services due to lower
accounting and legal fees; (ii) a decrease of ARS 283 million in
salaries, social security contributions, and other personnel
expenses due to lower expenses related to bonuses paid to
employees; (iii) a decrease of ARS 60 million in amortization and
depreciation charges; (iv) a decrease of ARS 47 million in travel
expenses, mobility, and office supplies; (v) a decrease of ARS 22
million in bank charges; partially offset by (vi) an increase of
ARS 215 million in directors' fees; (vii) an increase of ARS 127
million in maintenance, security, cleaning, repairs, and related
expenses; and (viii) an increase of ARS 64 million in rent and
expenses. General and Administrative expenses of Shopping Malls,
measured as a percentage of revenues from such segment, decreased
from 11.5% during the six-month period ended December 31, 2023, to
11.4% during the six-month period ended December 31,
2024.
Offices. The general and administrative
expenses of our Offices segment decreased by 2.4%, from ARS 1,161
million during the six-month period ended December 31, 2023, to ARS
1,133 million during the six-month period ended December 31, 2024,
mainly as a result of: (i) a decrease of ARS 27 million in fees and
compensation for services due to lower accounting and legal fees; (ii) a decrease
of ARS 24 million in salaries, social security contributions, and
other personnel expenses due to lower expenses related to bonuses
paid to employees; (iii) a decrease of ARS 5 million in
amortization and depreciation charges; partially offset by (iv) an
increase of ARS 17 million in directors' fees; and (v) an increase
of ARS 11 million in maintenance, security, cleaning, repairs, and
related expenses. General and administrative expenses, measured as
a percentage of revenues from the same segment, decreased from
15.2% during the six-month period ended December 31, 2023, to 13.0%
during the six-month period ended December 31, 2024.
Sales and Developments. General and
administrative expenses associated with our Sales and Developments
segment decreased by 4.1%, from ARS 5,601 million during the
six-month period ended December 31, 2023, to ARS 5,373 million
during the six-month period ended December 31, 2024. This variation
is mainly explained by lower accounting and legal fees. General and
administrative expenses, measured as a percentage of revenues from
the same segment, increased from 56.8% during the six-month period
ended December 31, 2023, to 77.9% during the six-month period ended
December 31, 2024.
Hotels. General and administrative
expenses associated with our Hotels segment decreased by 8.2%, from
ARS 5,954 million during the six-month period ended December 31,
2023, to ARS 5,463 million during the six-month period ended
December 31, 2024, mainly as a result of: (i) a decrease of ARS 743
million in fees and compensation for services; (ii) a decrease of
ARS 108 million in bank charges; (iii) a decrease of ARS 67 million
in taxes, rates, and contributions; (iv) a decrease of ARS 57
million in other expenses; partially offset by (v) an increase of
ARS 376 million in salaries, social security contributions, and
other personnel expenses; (vi) an increase of ARS 87 million in
maintenance, security, cleaning, repairs, and related expenses; and
(vii) an increase of ARS 22 million in amortization and
depreciation charges. General and administrative expenses
associated with the Hotels segment, measured as a percentage of
revenues from this segment, increased from 14.5% during the
six-month period ended December 31, 2023, to 17.9% during the
six-month period ended December 31, 2024.
Others. General and administrative
expenses associated with our Others segment decreased by 43.7%,
from ARS 4,985 million during the six-month period ended December
31, 2023, to ARS 2,805 million during the six-month period ended
December 31, 2024, mainly due to: (i) a decrease of ARS 2,121
million in directors' fees due to a reduction in the provision for
this expense; (ii) a decrease of ARS 35 million in fees and
compensation for services due to lower accounting and legal fees;
(iii) a decrease of ARS 31 million in other expenses; (iv) a
decrease of ARS 12 million in
maintenance, repairs, and services; (v) a decrease of ARS 6 million
in salaries, social security contributions, and other personnel
expenses; (vi) a decrease of ARS 3 million in travel expenses,
mobility, and office supplies; and (vii) a decrease of ARS 2
million in rent and expenses; partially offset by: (viii) an
increase of ARS 17 million in bank charges; (ix) an increase of ARS
12 million in amortization and depreciation charges. General and
administrative expenses associated with the Others segment,
measured as a percentage of revenues from this segment, decreased
from 193.4% during the six-month period ended December 31, 2023, to
91.4% during the six-month period ended December 31,
2024.
Selling expenses six-month period ended December 31, 2024 vs
December 31, 2023
Shopping Malls. Selling expenses of the
Shopping Malls segment increased by 1.2%, from ARS 5,370 million
during the six-month period ended December 31, 2023, to ARS 5,435
million during the six-month period ended December 31, 2024, mainly
as a result of: (i) an increase of ARS 253 million in taxes, fees,
and contributions due to higher real estate taxes, which increased
above the inflation rate; (ii) an increase of ARS 218 million in
bad debts (charge and recovery, net); (iii) an increase of ARS 60
million in amortization and depreciation charges; partially offset
by (iv) a decrease of ARS 230 million in salaries, social security
contributions, and other personnel expenses; (v) a decrease of ARS
201 million in advertising, promotions, and other marketing
expenses; (vi) a decrease of ARS 30 million in fees and
compensation for services; (vii) a decrease of ARS 2 million in
rents and expenses; (viii) a decrease of ARS 2 million in travel,
mobility, and office supplies; and (ix) a decrease of ARS 1 million
in maintenance, security, cleaning, repairs, and related costs.
Selling expenses, measured as a percentage of revenues from the
Shopping Malls segment, increased from 4.4% during the six-month
period ended December 31, 2023, to 4.5% during the six-month period
ended December 31, 2024.
Offices. Selling expenses associated
with our Offices segment decreased by 10.4%, from ARS 250 million
during the six-month period ended December 31, 2023, to ARS 224
million during the six-month period ended December 31, 2024. Such
variation was mainly generated as a result of: (i) a decrease of
ARS 17 million in salaries, social security contributions, and
other personnel expenses due to lower severance charges; (ii) a
decrease of ARS 11 million in taxes, fees, and contributions; (iii)
a decrease of ARS 6 million in bad debts (charge and recovery,
net); (iv) a decrease of ARS 2 million in fees and compensation for
services; (v) a decrease of ARS 1 million in amortization and
depreciation charges; partially offset by (vi) an increase of ARS
11 million in advertising, marketing, and other commercial
expenses. Selling expenses associated with our Offices segment,
measured as a percentage of revenues from this segment, decreased
from 3.3% during the six-month period ended December 31, 2023, to
2.6% during the six-month period ended December 31,
2024.
Sales and Developments. Selling expenses
associated with our Sales and Developments segment decreased by
72.2%, from ARS 3,713 million during the six-month period ended
December 31, 2023, to ARS 1,031 million during the six-month period
ended December 31, 2024. The variation is mainly explained by lower
expenses incurred in the sale of properties, caused by a decrease
in sales compared to the six-month period ended December 2023. Such
variation was mainly generated
by: (i) a decrease of ARS 1,581 million in taxes, fees, and
contributions due to lower sealing expenses and notary fees; (ii) a
decrease of ARS 1,289 million in fees and compensation for
services; (iii) a decrease of ARS 90 million in salaries, social
security contributions, and other personnel expenses; partially
offset by (iv) an increase of ARS 287 million in advertising,
marketing, and other commercial expenses. Selling expenses
associated with our Sales and Developments segment, measured as a
percentage of revenues from this segment, decreased from 37.7%
during the six-month period ended December 31, 2023, to 15.0%
during the six-month period ended December 31, 2024.
Hotels. Selling expenses associated with
our Hotels segment decreased by 15.8%, from ARS 2,800 million
during the six-month period ended December 31, 2023, to ARS 2,357
million during the six-month period ended December 31, 2024, mainly
as a result of: (i) a decrease of ARS 418 million in taxes, fees,
and contributions; (ii) a decrease of ARS 51 million in fees and
compensation for services; partially offset by (iii) an increase of
ARS 21 million in travel, mobility, and office supplies; and (iv)
an increase of ARS 4 million in advertising, marketing, and other
commercial expenses. Selling expenses associated with our Hotels
segment, measured as a percentage of revenues from this segment,
increased from 6.8% during the six-month period ended December 31,
2023, to 7.7% during the six-month period ended December 31,
2024.
Others. Selling expenses associated with
our Others segment increased by 65.9%, from ARS 422 million during
the six-month period ended December 31, 2023, to ARS 700 million
during the six-month period ended December 31, 2024. This was
mainly due to increased
commercial activities carried out by We are Appa. Selling expenses
associated with our Others segment, measured as a percentage of
revenues from this segment, increased from 16.4% during the
six-month period ended December 31, 2023, to 22.8% during the
six-month period ended December 31, 2024.
Other operating results, net six-month period ended December 31,
2024 vs December 31, 2023
Shopping Malls. Other operating results,
net associated with our Shopping Malls segment varied by 76.6%,
from a net loss of ARS 1,196 million during the six-month period
ended December 31, 2023, to a net loss of ARS 280 million during
the six-month period ended December 31, 2024, mainly as a result
of: (i) a lower charge for lawsuits of ARS 1,591 million; (ii) a
lower charge for management fees of ARS 44 million; partially
offset by (iii) a decrease of ARS 678 million in interest earned
from operating assets due to improved collection periods, resulting
in lower interest income; and (iv) an increase of ARS 88 million in
donations. Other operating results, net, from this segment, as a
percentage of revenues from this segment, decreased from 1.0%
negative during the six-month period ended December 31, 2023, to
0.2% negative during the six-month period ended December 31,
2024.
Offices.
Other operating results, net associated with our Offices segment
varied by 144.4%, from a net loss of ARS 126 million during the
six-month period ended December 31, 2023, to a net profit of ARS 56
million during the six-month period ended December 31, 2024, mainly
as a consequence of (i) a lower charge for lawsuits of ARS 142
million; (ii) an increase of ARS 55 million in interest/bonuses
earned from operating assets; partially offset by (iii) a higher
charge of ARS 8 million for donations; and (iv) an increase of ARS
7 million in other items. Other operating results, net from this
segment, as a percentage of the revenues from this segment,
decreased from 1.6% negative during the six-month period ended
December 31, 2023, to 0.6% positive during the six-month period
ended December 31, 2024.
Sales
and Developments. Other operating results, net associated
with our Sales and Developments segment varied by 435.2%, from a
net loss of ARS 2,165 million during the six-month period ended
December 31, 2023, to a net loss of ARS 11,586 million during the
six-month period ended December 31, 2024, mainly due to (i) a loss
of ARS 11,849 million from impairment in intangible assets for the
six-month period ended December 31, 2024; (ii) a higher charge of
ARS 35 million for donations; (iii) a lower gain of ARS 35 million
in interest earned from operating assets; partially offset by (iv)
a lower negative result of ARS 1,895 million from the sale of a
joint venture, which corresponds to the sale of Quality Invest S.A.
during the six-month period ended December 31, 2023; (v) a decrease
in other operating results by
ARS 301 million; (vi) a decrease of ARS 232 million in management
fees; and (vii) a lower charge for lawsuits of ARS 59 million.
Other operating results, net from this segment, as a percentage of
the revenues of this segment, increased from 22.0% negative during
the six-month period ended December 31, 2023, to 168.1% negative
during the six-month period ended December 31, 2024.
Hotels.
Other
operating results, net associated with the Hotels segment
varied by 3.6%, from a net loss of ARS 307 million during the
six-month period ended December 31, 2023, to a net loss of ARS 296
million during the six-month period ended December 31, 2024, mainly
due to: (i) a higher charge for lawsuits of ARS 117 million,
partially offset by (ii) a decrease of ARS 106 million in other
charges. Other operating results, net from this segment, as a
percentage of the revenues from this segment, increased from 0.7% negative
during the six-month period ended December 31, 2023, to 1.0%
negative during the six-month period ended December 31,
2024.
Others.
Other operating results, net associated with the Others segment
varied by 11.2%, from a net profit of ARS 2,143 million during the
six-month period ended December 31, 2023, to a net profit of ARS
2,383 million during the six-month period ended December 31, 2024,
mainly due to: (i) a positive result from the sale of associates of
ARS 2,049 million during the six-month period ended December 31,
2024; (ii) a lower charge of ARS 110 million for lawsuits and other
contingencies; (iii) a lower charge of ARS 95 million for
donations; partially offset by (iv) a lower gain of ARS 1,921
million generated from other operating results; (v) a decrease of
ARS 90 million in management fees; and (vi) a lower gain of ARS 3 million from interest
earned from operating assets. Other operating results, net from
this segment, as a percentage of the revenues from this segment,
decreased from 83.1% positive during the six-month period ended
December 31, 2023, to 77.6% positive during the six-month period
ended December 31, 2024.
Operating results Six-month period ended December 31, 2024 vs
December 31, 2023
Shopping Malls. Operating results from
operations associated with the Shopping Malls segment decreased by
50.2%, from a net profit of ARS 426,437 million during the
six-month period ended December 31, 2023, to a net profit of ARS
212,264 million during the six-month period ended December 31,
2024.
Offices. Operating results from
operations associated with our Offices segment decreased by
1605.2%, from a net profit of ARS 6,508 million during the
six-month period ended December 31, 2023, to a net loss of ARS
97,959 million during the six-month period ended December 31, 2024.
The variation is mainly due to a decrease of ARS 105,729 million in
the result from changes in the
fair value of investment properties. Operating results from
operations associated with the Offices segment, as a percentage of
revenues from such segment, increased from 85.1% positive during
the six-month period ended December 31, 2023, to 1,127.3% negative
during the six-month period ended December 31, 2024.
Sales and Developments. Operating
results from operations associated with our Sales and Developments
segment decreased by 616.0%, from a net loss of ARS 37,221 million
during the six-month period ended December 31, 2023, to a net loss
of ARS 266,499 million during the six-month period ended December
31, 2024. This variation is mainly due to the result from changes
in the fair value of investment properties which was affected by the variation in the
implicit exchange rate of the period that was below
inflation. Operating results
from operations associated with the Sales and Developments segment,
as a percentage of revenues from this segment, increased from
377.6% negative during the six-month period ended December 31,
2023, to 3,865.7% negative during the six-month period ended
December 31, 2024.
Hotels. Operating results from
operations associated with the Hotels segment decreased by 75.6%,
from a net profit of ARS 13,802 million during the six-month period
ended December 31, 2023, to a net profit of ARS 3,372 million
during the six-month period ended December 31, 2024. This decrease
is mainly due to a drop in international tourism arrivals as a result of reduced currency
competitiveness in the country. Operating results from operations
associated with the Hotels segment, as a percentage of revenues
from such segment, decreased from 33.6% positive during the
six-month period ended December 31, 2023, to 11.0% positive during
the six-month period ended December 31, 2024.
Others. Operating results from
operations associated with the Others segment increased from a net
loss of ARS 1,631 million during the six-month period ended
December 31, 2023, to a net profit of ARS 9 million during the
six-month period ended December 31, 2024. This increase is
explained by higher administrative expenses and a positive result
in other net operating results.
Share of profit / (loss) of associates and joint ventures six-month
period ended December 31, 2024 vs December 31, 2023
The
share of profit / (loss) of associates and joint ventures,
according to the income statement, decreased by 42.9%, from a net
profit of ARS 43,393 million
during the six-month period ended December 31, 2023 to a net profit
of ARS 24,777 million during the six-month period ended December
31, 2024, mainly due to the positive results from the Others
segment.
Also,
the net share of profit / (loss) of joint ventures, mainly from
Nuevo Puerto Santa Fe S.A. (Shopping Malls segment), Quality Invest
S.A. (Offices segment) and Cyrsa S.A. and Puerto Retiro S.A. (Sales
and Developments segment), showed a 65.6% decrease, from a profit of ARS 2,083
million during the six-month period ended December 31, 2023, to a
profit of ARS 716 million during the six-month period ended
December 31, 2024, mainly due to results from the joint venture
Nuevo Puerto Santa Fe S.A., mainly attributable to the (loss) /
gain from fair value adjustments of investment
properties.
Shopping Malls. In the information by
segments, the share of profit / (loss) of the joint venture Nuevo
Puerto Santa Fe S.A. is recorded on a consolidated basis, line by
line in this segment.
Offices. This segment does not show
results from the share of profit / (loss) of associates and joint
ventures.
Sales and Developments. The share
of profit / (loss) of the joint
ventures Puerto Retiro S.A. and Cyrsa S.A. is recorded on a
consolidated basis, line by line.
Hotels. This segment does not show
results from the share of
profit / (loss) of associates and joint ventures.
Other. The share of profit / (loss) of
associates from the Others segment decreased by 41.8%, from a net
profit of ARS 41,310 million during the six-month period ended
December 31, 2023, to a net profit of ARS 24,061 million during the
six-month period ended December
31, 2024, mainly as a result of the variation from our investments
in GCDI by ARS 4,011 million positive, La Rural S.A. by ARS 7,224
million positive and Banco Hipotecario S.A. by ARS 13,220 million
negative, which is mainly explained by the macroeconomic conditions
in Argentina.
Financial results, net
Financial results
increased from a loss of ARS 28,757 million during the six-month
period ended December 31, 2023, to a gain of ARS 49,586 million
during the six-month period ended December 31, 2024. This increase
is primarily attributable to a positive outcome from the
gain generated by the fair
value measurement of financial assets and liabilities at fair value
through profit or loss, net, mainly driven by Argentina’s
macroeconomic conditions, which caused fluctuations in the value of
securities. Additionally, the result includes a foreign exchange
gain primarily generated by USD-denominated negotiable obligations,
coupled with a positive result from exposure to changes in the
purchasing power of the currency, due to holding a net monetary
liability position at the beginning of the period, subject to
inflation that exceeded the exchange rate variation.
Income Tax
The
Company applies the deferred tax method to calculate the income tax
for the reported periods, thus recognizing temporary differences as
tax assets and liabilities. The income tax charge went from a loss
of ARS 112,666 million for the six-month period ended December 31,
2023, to a profit of ARS 34,450 million for the six-month period
ended December 31, 2024. In the
six-month period ended December 31, 2024, the deferred tax result
reflects a positive outcome, primarily driven by the net effect of
changes in the fair value of investment properties.
(Loss) / profit for the period
As a
result of the factors described above, the result for the period
went from a profit of ARS 306,204 million for the six-month period
ended December 31, 2023, to a
loss of ARS 40,971 million for the six-month period ended December
31, 2024.
B. Liquidity and Capital Resources
Our
principal sources of liquidity
have historically been:
●
Cash generated by
operations;
●
Cash generated by
issuance of debt securities;
●
Cash from borrowing
and financing arrangements; and
●
Cash proceeds from
the sale of real estate assets.
Our
principal cash requirements or
uses (other than in connection with our operating activities) have
historically been:
●
capital
expenditures for acquisition or construction of investment
properties and property, plant and equipment;
●
interest payments
and repayments of debt;
●
acquisition of
equity interests in companies;
●
payments of
dividends; and
●
acquisition of real
estate.
Our
liquidity and capital resources
include our cash and cash equivalents, income from operating
activities, sales of investment properties, properties for sale,
bank loans obtained, long-term debt incurred, and capital
funds.
Cash Flows
The
following table shows our cash
flow for the six-month periods ended December 31, 2024 and
2023:
|
|
Six-month period ended December 31,
|
|
|
|
|
|
|
|
|
Net cash flow generated by
operations
|
79,218
|
73,049
|
|
Net
cash flow (used in) generated by investment activities
|
(14,843)
|
112,413
|
|
Net cash flow used in financing
activities
|
(60,222)
|
(196,594)
|
|
Net increase / (decrease) in cash and cash
equivalents
|
4,153
|
(11,132)
|
As of
December 31, 2024, we had a negative working capital of ARS 108,912
million (calculated as current assets less current liabilities as of that date). However, our
Management expects that the normal course of business will generate
the necessary liquidity, and in addition to, our financing tools
and the possibility of selling properties, including those
classified at the end of the fiscal year as Investment Properties,
will enable us to meet our short-term obligations.
As of
the same date, we have cash and cash equivalents for ARS 36,659
million, which represents the total of cash and cash equivalents at
a consolidated level, and investments in financial assets for ARS
149,404.
Cash Flow Information
Operating activities
Six-month period ended December 31, 2024
Our
operating activities for the six-month period ended December 31,
2024 generated net cash inflows of ARS 79,218 million, mainly due
to: (i) operating income of ARS 97,299 million; (ii) a decrease in
trading properties of ARS 4,290 million; (iii) a decrease in trade
receivables and other receivables of ARS 1.735 million; partially
offset by (iv) a decrease in trade and other payables of ARS 17,089
million; and (v) ARS 6,292 million related to Income Tax
paid.
Six-month period ended December 31, 2023
Our
operating activities for the six-month period ended December 31,
2023 generated net cash inflows of ARS 73,049 million, mainly due
to: (i) operating income of ARS
116,291 million; partially offset by (ii) a decrease in trade and
other payables of ARS 24,648 million ; (iii) an increase in trade
receivables and other receivables of ARS 7,402 million; (iv) ARS
5,612 million related to Income Tax paid; and (v) a decrease in
salaries and social security liabilities of ARS 5,368
million.
Investment activities
Six-month period ended December 31, 2024
Our
investing activities resulted in net cash outflows of ARS 14,843
million for the six-month period ended December 31, 2024, mainly
due to: (i) ARS 142,740 used in the acquisition of investments in
financial assets; (ii) ARS 19,402 million used in the acquisition
and improvements of investment properties; partially offset by
(iii) ARS 134,649 million in proceeds from the realization of
investments in financial assets; (iv) ARS 6,545 proceeds from sales
of investment properties and
(v) ARS 4,849 million in interest received generated by financial
assets.
Six-month period ended December 31, 2023
Our
investing activities generated net cash inflows of ARS 112,413
million for the six-month period ended December 31, 2023, mainly
due to: (i) ARS 241,962 million in proceeds from the realization of
investments in financial assets; (ii) ARS 55,876 million from
proceeds from the sale of investment properties; (iii) ARS 28,342
million in proceeds from the sale of associates, and joint
ventures; partially offset by (iv) ARS 208,567 used in the
acquisition of investments in financial assets and (v) ARS 7,125
million used in the acquisition and improvements of investment
properties.
Financing activities
Six-month period ended December 31, 2024
Our
financing activities for the six-month period ended December 31,
2024, resulted in net cash outflows of ARS 60,222 million, mainly
due to: (i) dividends paid in an amount of ARS 70,066 million; (ii)
the payment of interest on short term and long term debt of ARS
24,209 million; (iii) the repurchase of non-convertible notes for
ARS 18,274 million; (iv) the repurchase of treasury shares for ARS 16,945 million; (v) the
payment of borrowings and non-convertible notes of ARS 15,323
million; partially offset by (vi) the borrowings, issuance and new
placement of non-convertible notes of ARS 83.643
million.
Six-month period ended December 31, 2023
Our
financing activities for the six-month period ended December 31,
2023 resulted in net cash outflows of ARS 196.594 million, mainly
due to: (i) Dividends paid for ARS 191,639 million; (ii) the
payment of interest on short term and long term debt of ARS 38,457
million; (iii) the payment of borrowings and non-convertible notes
of ARS 24,762 million; (iv) the repurchase of treasury shares for
ARS 12,803 million; partially offset by (v) the obtaining of short
term loans for ARS 61,517; and (vi) the borrowings, issuance and
new placement of non-convertible notes of ARS 9.634
million.
Capital expenditures
Six-month period ended December 31, 2024
During
the six-month period ended December 31, 2024, we invested ARS
52,589 million, as follows: (a) acquisitions and improvements of
property, plant and equipment of ARS 2,616 million, primarily i)
ARS 62 million in buildings and facilities, ii) ARS 356 million in
machinery and equipment and others and iii) improvements in our
hotels Libertador, Llao Llao and Intercontinental (ARS 1,177
million, ARS 679 million and ARS 342 million, respectively); (b)
improvements in our rental properties for ARS 35,873 million and
(c) the development of properties for ARS 14,100
million.
Six-month period ended December 31, 2023
During
the six-month period ended December 31, 2023, we invested ARS 9,843
million, as follows: (a) acquisitions and improvements of property,
plant and equipment of ARS 1,864 million, primarily i) ARS 61
million in buildings and facilities, ii) ARS 732 million in
machinery and equipment and others and iii) improvements in our
hotels Libertador, Llao Llao and Intercontinental (ARS 303 million,
ARS 285 million and ARS 483 million, respectively); (b)
improvements in our rental properties for ARS 5,758 million and (c)
the development of properties for ARS 2,221 million.
Indebtedness
The
breakdown of the
Company’s borrowings as of December 31, 2024 was as
follows:
|
|
Total as ofDecember 31, 2024
|
|
|
|
|
Non-convertible
notes
|
412,338
|
|
Bank loans and
others
|
11,470
|
|
Bank
overdrafts
|
22,835
|
|
Other
borrowings
|
2,447
|
|
Loans with non-controlling
interests
|
2,197
|
|
Total
borrowings
|
451,287
|
|
Non-current
|
224,270
|
|
Current
|
227,017
|
|
Total
|
451,287
|
The
following table sets forth the scheduled maturities of our
outstanding debt as of December 31, 2024:
|
Description
|
Currency
|
Annual Average Interest Rate
|
Nominal value (in millions)
|
Book value (in millions of ARS)
|
|
IRSA’s 2028 Notes – Series XIV
(1)
|
USD
|
8.75%
|
135
|
140,016
|
|
IRSA’s
2025 Notes – Series XV
|
USD
|
8.00%
|
54
|
58,129
|
|
IRSA’s
2025 Notes – Series XVI
|
USD
|
7.00%
|
28
|
29,995
|
|
IRSA’s
2025 Notes – Series XVII
|
USD
|
5.00%
|
25
|
25,855
|
|
IRSA’s
2027 Notes – Series XVIII
|
USD
|
7.00%
|
21
|
22,452
|
|
IRSA’s 2025 Notes – Series XIX
(2)
|
ARS
|
|
26,204
|
27,281
|
|
IRSA’s
2026 Notes – Series XX
|
USD
|
6.00%
|
21
|
21,860
|
|
IRSA’s
2025 Notes – Series XXI
|
ARS
|
|
17,013
|
17,191
|
|
IRSA’s
2027 Notes – Series XXII
|
USD
|
5.75%
|
16
|
16,302
|
|
IRSA’s
2029 Notes – Series XXIII
|
USD
|
7.25%
|
51
|
53,257
|
|
Loans
with non-controlling interests
|
USD
|
|
1
|
2,197
|
|
Related
Party
|
ARS
|
|
5
|
1,000
|
|
Bank
loans
|
ARS
|
|
—
|
34,305
|
|
Others
|
USD
|
|
1
|
1,447
|
|
Total
|
|
|
|
451,287
|
(1)
As
of December 31, 2024, the amortization payment was made for 17.5%
of the principal.
(2)
As
of February 28, 2025, the 2025 Notes –
series
XIX were fully cancelled.
Series XIV Notes
As a
consequence of the regulations established by the Central Bank, on
July 6, 2022, the company completed the exchange of its Series II
Notes, originally issued by IRSA Commercial Properties S.A., in an
aggregate principal amount of USD 360 million, maturing on March
23, 2023. On July 6, 2022, the expiration of the exchange was
announced, USD 238,985,000 of Series II Notes were validly tendered
and accepted, representing an acceptance of 66.38%. On July 8, the
exchange offer was settled, the new Series XIV Notes were issued
for an amount of USD 171.2 million and the Series II Notes were
partially canceled, the outstanding principal amount is USD
121,015,000. On February 3, 2023, we announced the full redemption
of the Series II notes, which was effective on February 8, 2023,
and the Series II notes were fully canceled.
The
exchange offered two alternatives:
-
Option A: Cash payment for up to 30% of the total amount of
participation in the exchange, and the difference to complete the
exchanged face value, in Series XIV Notes with a premium of 1,015
times. For each USD 1,000 tendered, the bondholder received USD 493.18 in cash and
USD 514.42 in Series XIV Notes. Under Option A, 60.83% of the notes
which participated in the exchange were accepted.
-
Option B: For each USD 1,000 of Series II Notes the bondholder
received 1,030 of Series XIV Notes. Under Option B, 39.17% of the
notes which participated in the exchange were
accepted.
In both
options, the interest accrued as of settlement date was
paid.
Series
XIV Notes were issued under New York Law, will mature on June 22,
2028 and will accrue interest at a fixed rate of 8.75%, with
interest payable semi-annually on June 22 and December 22 of each
year, until expiration. Amortization will be in annual installments
payable on June 22 of each year, each for 17.5% from 2024 to 2027
and the remaining 30% on June 22, 2028. The issue price was 100%.
On June 22, 2024, the Series XIV Notes were paid for 17.5% of their
nominal value, corresponding to the first capital
installment.
Series
XIV Notes due 2028 are subject to certain covenants, events of
default and limitations, such as the limitation on incurrence of
additional indebtedness, limitation on restricted payments,
limitation on transactions with affiliates, and limitation on merger, consolidation and
sale of all or substantially all assets.
To
incur additional indebtedness, IRSA is required to meet a minimum
2.00 to 1.00 Consolidated Interest Coverage Ratio. The Consolidated Interest Coverage Ratio is
defined as Consolidated EBITDA divided by consolidated net interest
expense. Consolidated EBITDA is defined as operating income plus
depreciation and amortization and other consolidated non-cash
charges.
The
Series XIV Notes contain
financial covenants limiting IRSA’s ability to declare or pay
dividends in cash or in kind, unless the following conditions are
met at the time of payment:
(a)
no Event of Default
shall have occurred and be continuing;
(b)
IRSA may incur at
least USD 1.00 worth of additional debt pursuant to the
“Restriction on Additional Indebtedness”;
(c)
and the aggregate
amount of such dividend exceeds the sum of:
(i)
100% of cumulative
EBITDA for the period (treated as one accounting period) from July
1, 2020 through the last day of the last fiscal quarter ended prior
to the date of such Restricted Payment minus an amount equal to 150% of
consolidated interest expense for such period; and
(ii)
any reductions of
Indebtedness of IRSA on a consolidated basis after the Issue Date
any reductions of Indebtedness of after the Issue Date exchanged
for to Capital Stock of the IRSA or its Subsidiaries.
Series XV and XVI Notes
On
January 31, 2023, the company
issued in the local market a total amount of USD 90 million through
the following Notes:
●
Series XV Notes
denominated and payable in U.S. dollars for a total of USD 61.7
million at a fixed rate of 8.0%, with semi-annual payments. The
principal payment will be in one installment at maturity on March
25, 2025. The issue price was 100.0% of the face
value.
●
Series XVI Notes
denominated and payable in U.S. dollars for a total of USD 28.2
million at a fixed rate of 7.0%, with semi-annual payments. The
principal payment will be in one installment at maturity on July
25, 2025. The issue price was 100.0% of the face
value.
The
proceeds were used mainly to refinance short-term liabilities and
working capital.
Series XVII Notes
On June
7, 2023, the Company issued in the local market a total amount of
USD 25 million of Series XVII Notes denominated and payable in U.S.
dollars at a fixed rate of 5.0%, with semi-annual payments (except
for the first interest payment, which will be nine months from the
settlement). The capital payment will be done in one installment at
maturity on December 7, 2025. The issue price was 100.0% of the
face value.
The
proceeds were used mainly to refinance short-term liabilities and
working capital.
Series XVIII and XIX Notes
On
February 28, 2024, the Company issued in the local market a total
amount of USD 52.6 million through the following
Notes:
●
Series XVIII Notes
denominated and payable in U.S. dollars for a total of USD 21.4
million at a fixed rate of 7.0%, with semi-annual payments. The
principal payment will be in one installment at maturity on
February 28, 2027. The issue price was 100.0% of the face value.
The proceeds will mainly be used to refinance short-term
liabilities and working capital.
●
Series XIX Notes
denominated and payable in Argentine Pesos for a total of ARS
26,203.8 million, maturing on February 28, 2025. These notes have a
variable rate (private Badlar plus a margin of 0.99%), payable
quarterly and will amortize its capital at maturity. The issue
price was 100%. The proceeds were used mainly to refinance
short-term liabilities and working capital.
Series XX and XXI Notes
On June
10, 2024, the Company issued in the local market a total amount of
USD 42.0 million through the following Notes:
●
Series XX Notes
denominated and payable in U.S. dollars for a total of USD 23.0
million at a fixed rate of 6.0%, with semi-annual payments. The
principal payment will be in one installment at maturity on June
10, 2026. The issue price was 100.0% of the face
value.
●
Series XXI Notes
denominated and payable in Argentine Pesos for a total of ARS
17,012.7 million maturing on June 10, 2025. These notes have a
variable rate (private Badlar plus a margin of 4.50%), payable
quarterly and will amortize its capital at maturity. The issue
price was 100%.
The
proceeds will be used mainly to refinance short-term liabilities
and working capital.
Series XXII and XXIII Notes
On
October 23, 2024, the Company issued in the local market a total
amount of USD 67.3 million through the following
Notes:
●
Series XXII Notes
denominated and payable in U.S. dollars for a total of USD 15.8
million at a fixed rate of 5.75%, with semi-annual payments. The
principal payment will be in one installment at maturity on October
23, 2027. The issue price was 100.0% of the face
value.
●
Series XXIII Notes
denominated and payable in U.S. dollars for a total of USD 51.5
million at a fixed rate of 7.25%, with semi-annual payments. The
principal payment will be in one installment at maturity on October
23, 2029. The issue price was 100.0% of the face
value.
The
proceeds were used mainly to refinance short-term liabilities and
working capital.
C. Research and Development, Patents and Licenses,
Etc.
We have
several trademarks registered with the Instituto Nacional de la Propiedad
Industrial, the Argentine institute for industrial property.
We do not own any patents nor benefit from licenses from third
parties.
D. Trend Information
International Macroeconomic Outlook
As
reported in the IMF’s World Economic Outlook
(“WEO”) as of October 2024, worldwide GDP is expected
to grow 3.3% both in 2025 and 2026. The near-term outlook is
characterized by divergent paths, while medium-term risks to
growth are tilted to the
downside. Renewed inflationary pressures could interrupt the
monetary policy pivot, with implications for fiscal sustainability
and financial stability. In emerging market and developing
economies, growth performance in 2025 and 2026 is expected to
broadly match that in 2024.
An
intensification of protectionist policies, for instance, in the
form of a new wave of tariffs, could exacerbate trade tensions,
lower investment, reduce market efficiency, distort trade flows,
and again disrupt supply chains. Growth could suffer in both the
near and medium term, but at varying degrees across
economies.
Global
inflation is expected to decrease from 4.2% in 2025 to 3.5% in 2026
converging back to target earlier in advanced economies than in
emerging market and developing economies, according to IMF’s
WEO. While recent empirical studies find high pass-through to import prices,
estimates of pass-through to consumer prices are lower and subject
to significant uncertainty.
The
risk of renewed inflationary pressures could prompt central banks
to raise policy rates and intensify monetary policy divergence.
Higher-for-even-longer interest
rates could worsen fiscal, financial, and external
risks.
In
addition to risks from economic
policy shifts, geopolitical tensions could intensify, leading to
renewed spikes in commodity prices. The conflicts in the Middle
East and Ukraine could worsen, directly affecting trade routes as
well as food and energy prices.
Argentine macroeconomic context
The
accumulated CPI, as of January 31, 2025, inflation was recorded at
2.2%, bringing the cumulative inflation between July 1, 2024 and January 31, 2025, reached
23.8%.
Shopping malls
sales reached a total ARS 488,824 million in November 2024, which
represents a 134.8% increase as compared to November 2023.
Accumulated sales for the first eleven months of 2024, represent a
134.8% in current terms and 0.8% increase in real terms as compared
to the same period of 2023.
The
INDEC reported that, for the year 2024, industrial activity in
Argentina increased by 8.4% compared to the year 2023. The textile
industry accumulated a 9.6% decrease during the year 2024 as
compared to the last year. Moreover, the EMAE as of November 30,
2024, increased by 0.1% compared to the same month in
2023.
Regarding the
balance of payments, in the third quarter of 2024 the current
account surplus reached USD 1,436 million, with USD 3,762 million allocated to the goods
and services trade balance, and USD 2,725 million allocated to the
net primary deficit, and a surplus of USD 363 million to net
secondary income.
During
the third quarter of 2024, the financial account recorded a net
capital surplus of USD 1,151 million, which was the result of a net
decrease in external financial assets held by residents of USD
1,087 million and a net decrease in external liabilities of USD
2,239 million. This represents an increase in the net capital
inflow of USD 3,307 million in relation to with what was estimated
for the same quarter of the previous year.
As of
September 30, 2024, international reserves reached USD 27,172
million, which implied an accounting decrease of USD 1,850
million compared to the
previous quarter. This effect is mainly explained by balance of
payments transactions for USD 2,971 million, and by a decrease of
USD 1,121 million, driven by the changes in currencies
parities.
In
local financial markets, the Private Badlar rate in Argentine Pesos
ranged from 36.06% to 31.94% in the period from July 2024 to
December 2024, averaging 32.88% in December 2024 compared to 33.43%
in June 2024. As of December 31, 2024, the seller exchange rate quoted by Banco de
la Nación Argentina was ARS 1,032 per USD 1.00. As of December
31, 2024, Argentina’s country risk decreased by 1,272 basis
points in year-on-year terms. The debt premium paid by Argentina
was 635 basis points in December 2024, compared to 246 basis points
paid by Brazil and 319 basis points paid by Mexico.
As of March 6,
2025, the Private Badlar rate in Argentine Pesos peaked at 28.875%.
As of March 7, 2025, the seller exchange rate quoted by Banco de la
Nación Argentina was ARS 1,066.5 per USD 1.00. Additionally,
as a result of deepened currency controls, there is a difference
between the official exchange rate in Argentina (which is currently
used for both commercial and financial transactions) and other
informal exchange rates that emerged due to certain commonly
performed operations in the foreign exchange market, leading to a
gap of approximately 14.4% above the official exchange rate as of
March 7, 2025. As of March 5, 2025, Argentina’s country risk
decreased by 896 basis points in year-on-year terms. The debt
premium paid by Argentina was at 717 basis points as of March 5,
2025, compared to 226 basis points paid by Brazil and 318 basis
points paid by Mexico as of that same date.
Evolution of Shopping Malls in Argentina
In
January 2025, the CCI showed a 2.9% increase compared to December
2024, and a 33.11% increase compared to January 2024. Shopping mall sales in the first eleven
months of 2024 increased 134.8% in current terms and 0.8% increase
in real terms as compared to the same period of 2023.
Evolution of Office Properties in Argentina
The
shift in corporate activity to
remote or virtual work that resulted from the COVID-19 pandemic
resulted in lower demand, increased vacancies, and a slight
decrease in the rental prices of category A+ and A office buildings
in Buenos Aires.
According to
Colliers, the fourth quarter of 2024 closes with a vacancy in the
order of 16.9% regarding the premium market of the City of Buenos
Aires, stable when compared to the previous quarter.
Category
“A+” properties have an average Rental price of 23.6
USD/sqm and class “A” properties of 20.1 USD/sqm during
the fourth quarter of the year 2024. Regarding the average price
per submarket, Norte CABA, Plaza San Martin, Plaza Roma, Puerto
Madero, Microcentro Norte and Catalinas reflect the highest with
27.66 USD/sqm, 26.30 USD/sqm, 24.49 USD/sqm, 24.39 USD/sqm, 23.25
USD/sqm and 22.39 USD/sqm respectively.
Evolution of the Hotel industry in Argentina
According to the
EOH prepared by INDEC, in November 2024, overnight stays at hotel
and para-hotel establishments were estimated at 3.8 million, 4.9%
less than the same month the previous year. Overnight stays by
resident and nonresident travelers decreased by 4.3% and 6.6%,
respectively. Total travelers who stayed at hotels during November
2024 were 1.7 million, a 2.1% decrease compared to the same month
the previous year. The number of resident and nonresident travelers
decreased by 1.0% and 5.2%, respectively. The Room Occupancy Rate
in November 2024 was 45.7%, compared to a 48.6% of the same month
the previous year. Moreover, the Bed Occupancy Rate for the same
period was 34.3%, compared to a 37.0% of the same month the
previous year.
Evolution of the Entertainment industry in Argentina
The
first half of the fiscal year ended June 30, 2024, was
characterized by volatility and uncertainty which are typically
related to electoral processes,
and the second half of the fiscal year ended June 30, 2024 was
characterized by an acceleration in inflation and an impact on
economic activity. Both factors have affected the fair and
entertainment business. Congress and convention activity has not
yet recovered pre-pandemic levels, but there are prospects that
Argentina will host important international conferences in the
coming years.
The
beginning of the fiscal year 2025 shows a slight recovery in the
level of activity and a good flow of visitors, which enforce well
perspectives for the entertainment segment as economic activity,
directly related to the sector, begins to recover. We will continue working on the
reduction and efficiency of the cost structure to sustain the
profitability of the business and on a long-term strategic plan to
cover more segments of the industry.
|
Exhibit No.
|
Description of Exhibit
|
|
99.1
|
Unaudited
Condensed Interim Consolidated Financial Statements as of December
31, 2024 and for the six-month periods ended December 31, 2024 and
2023.
|
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
|
|
IRSA Inversiones y Representaciones Sociedad
Anónima
|
|
|
|
|
|
|
|
Date
March 10, 2025
|
By:
/s/ Matías I.
Gaivironsky
Name:
Matías I. Gaivironsky
Title:
Chief Financial and Administrative Officer
|
|
|
|
IRSA Inversiones y Representaciones Sociedad
Anónima
Unaudited Condensed Interim Consolidated Financial Statements as of
December 31, 2024 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°: 82, beginning on July 1st,
2024.
Legal address: 261 Carlos Della Paolera St., 9th
floor, Autonomous City of Buenos Aires, Argentina.
Company activity: Real estate investment
and development.
Date of registration of the by-laws in the
Public Registry of Commerce: June 23, 1943.
Date of registration of last
amendment of the by-laws in the Public Registry of Commerce:
General Ordinary and Extraordinary
Shareholders’ Meeting held on April 27, 2023 and registered
in the Superintendence on September 12, 2023 with the number 15555,
Book 114 Volume – of Joint Stock
Companies.
Expiration of the
Company’s by-laws: April
5, 2043.
Registration number with
the
Superintendence: 213,036.
Capital: 748,297,907 shares. (*)
Common Stock subscribed, issued and paid-up
nominal value (in millions of ARS): 7,483.
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.
Main activity of parent Company: Real
estate and agricultural activities.
Direct interest of the Parent Company on the
capital stock: 412,158,780 common shares.
Percentage of votes of the Parent Company
(direct interest) on the shareholders’ equity: 55.77%
(1).
|
Type of
stock
|
CAPITAL STATUS
|
|
Shares
authorized for Public Offering (2)
|
Subscribed,
issued and paid-up nominal value
(in
millions of Argentine Pesos)
|
|
Common
stock with a face value of ARS 10 per share and entitled to 1 vote
each
|
748,297,907
|
7,483
|
(1) For
computation purposes, treasury shares have been
subtracted.
(2)
Company not included in the Optional Statutory System of Public
Offer of Compulsory Acquisition.
(*) As
of December 31, 2024, the capital increase and the issuance of
shares resolved by the board of directors on December 19, 2024, was
in process of being registered in the “Inspección
General de Justicia” (General Inspection of
Justice).
Index
Notes
to the Unaudited Condensed Interim Consolidated Financial
Statements:
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
|
|
ARCOS
|
|
Arcos
del Gourmet S.A.
|
|
Annual
Financial Statements
|
|
Consolidated
Financial Statements as of June 30, 2024
|
|
BACS
|
|
Banco
de Crédito y Securitización S.A.
|
|
BHSA
|
|
Banco
Hipotecario S.A.
|
|
BYMA
|
|
Buenos
Aires Stock Exchange
|
|
CSJN
|
|
Supreme
Court of Justice of the Nation (Argentina)
|
|
CNV
|
|
Securities
Exchange Commission (Argentina)
|
|
CODM
|
|
Chief
Operating Decision Maker
|
|
CPI
|
|
Consumer
Price Index
|
|
Cresud
|
|
Cresud
S.A.C.I.F. y A.
|
|
Financial
Statements
|
|
Unaudited
Condensed Interim Consolidated Financial Statements
|
|
GCDI
|
|
GCDI
S.A.
|
|
IAS
|
|
International
Accounting Standards
|
|
IASB
|
|
International
Accounting Standards Board
|
|
IFRS
|
|
International
Financial Reporting Standards
|
|
INDEC
|
|
Argentine
Institute of Statistics and Census
|
|
IRSA,
The Company”, “Us”, “We”
|
|
IRSA
Inversiones y Representaciones Sociedad Anónima
|
|
MEP
|
|
Electronic
Payment Market
|
|
NIS
|
|
New
Israeli Shekel
|
|
New
Lipstick
|
|
New
Lipstick LLC
|
|
Puerto
Retiro
|
|
Puerto
Retiro S.A.
|
|
Tandanor
|
|
Tandanor
S.A.C.I. y N.
|
|
VAM
|
|
Vista
al Muelle S.A.
|
|
Zetol
|
|
Zetol
Ltd.
|
|
|
|
|
IRSA
Inversiones y Representaciones Sociedad Anónima
Unaudited Condensed Interim Consolidated Statement
of Financial Position
as of December 31, 2024 and June 30, 2024
(All
amounts in millions of Argentine pesos, except otherwise
indicated)
|
|
Note
|
|
|
|
ASSETS
|
|
|
|
|
Non-current assets
|
|
|
|
|
Investment
properties
|
8
|
1,868,304
|
2,062,597
|
|
Property,
plant and equipment
|
9
|
45,261
|
44,284
|
|
Trading
properties
|
10,
22
|
22,110
|
23,661
|
|
Intangible
assets
|
11
|
64,279
|
78,241
|
|
Right-of-use
assets
|
12
|
6,323
|
12,933
|
|
Investments
in associates and joint ventures
|
7
|
178,132
|
156,712
|
|
Deferred
income tax assets
|
19
|
5,840
|
7,383
|
|
Income
tax credit
|
|
24
|
13
|
|
Trade
and other receivables
|
13,
14
|
33,375
|
41,424
|
|
Investments
in financial assets
|
13
|
6,823
|
12,346
|
|
Derivative
financial instruments
|
13
|
-
|
68
|
|
Total non-current assets
|
|
2,230,471
|
2,439,662
|
|
Current assets
|
|
|
|
|
Trading
properties
|
10,
22
|
355
|
498
|
|
Inventories
|
22
|
1,180
|
1,308
|
|
Income
tax credit
|
|
193
|
1,302
|
|
Trade
and other receivables
|
13,
14
|
83,543
|
92,301
|
|
Investments
in financial assets
|
13
|
149,404
|
146,162
|
|
Derivative
financial instruments
|
13
|
1
|
-
|
|
Cash
and cash equivalents
|
13
|
36,659
|
34,277
|
|
Total current assets
|
|
271,335
|
275,848
|
|
TOTAL ASSETS
|
|
2,501,806
|
2,715,510
|
|
SHAREHOLDERS’ EQUITY
|
|
|
|
|
Shareholders'
equity attributable to equity holders of the parent (according to
corresponding statement)
|
|
1,156,469
|
1,306,592
|
|
Non-controlling
interest
|
|
80,071
|
89,386
|
|
TOTAL SHAREHOLDERS’ EQUITY
|
|
1,236,540
|
1,395,978
|
|
LIABILITIES
|
|
|
|
|
Non-current liabilities
|
|
|
|
|
Borrowings
|
13,
17
|
224,270
|
224,518
|
|
Lease
liabilities
|
12
|
3,254
|
10,972
|
|
Deferred
income tax liabilities
|
19
|
583,942
|
679,023
|
|
Trade
and other payables
|
13,
16
|
48,107
|
46,414
|
|
Provisions
|
18
|
25,327
|
25,461
|
|
Salaries
and social security liabilities
|
|
119
|
136
|
|
Total non-current liabilities
|
|
885,019
|
986,524
|
|
Current liabilities
|
|
|
|
|
Borrowings
|
13,
17
|
227,017
|
219,741
|
|
Lease
liabilities
|
12
|
937
|
2,291
|
|
Trade
and other payables
|
13,
16
|
86,648
|
88,048
|
|
Income
tax liabilities
|
|
51,734
|
8,111
|
|
Provisions
|
18
|
4,088
|
4,463
|
|
Derivative
financial instruments
|
13
|
6
|
5
|
|
Salaries
and social security liabilities
|
|
9,817
|
10,349
|
|
Total current liabilities
|
|
380,247
|
333,008
|
|
TOTAL LIABILITIES
|
|
1,265,266
|
1,319,532
|
|
TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES
|
|
2,501,806
|
2,715,510
|
|
|
|
|
The
accompanying notes are an integral part of these Unaudited
Condensed Interim Consolidated Financial Statements.
|
|
.
Alejandro G. Elsztain
Vice President II
|
2
IRSA
Inversiones y Representaciones Sociedad Anónima
Unaudited Condensed Interim Consolidated Statement
of Income and Other Comprehensive Income
for the six and three-month periods ended December 31, 2024 and
2023
(All
amounts in millions of Argentine pesos, except otherwise
indicated)
|
|
|
|
|
|
|
Note
|
|
|
|
|
|
Revenues
|
20
|
212,141
|
220,936
|
115,054
|
118,375
|
|
Costs
|
21,
22
|
(81,207)
|
(71,331)
|
(46,143)
|
(37,957)
|
|
Gross profit
|
|
130,934
|
149,605
|
68,911
|
80,418
|
|
Net
(loss) / gain from fair value adjustment of investment
properties
|
8
|
(233,073)
|
300,126
|
10,528
|
(41,333)
|
|
General
and administrative expenses
|
21
|
(28,299)
|
(31,509)
|
(16,303)
|
(16,222)
|
|
Selling
expenses
|
21
|
(9,688)
|
(12,468)
|
(4,989)
|
(7,093)
|
|
Other
operating results, net
|
23
|
(9,658)
|
(1,520)
|
(5,287)
|
(139)
|
|
(Loss) / profit from operations
|
|
(149,784)
|
404,234
|
52,860
|
15,631
|
|
Share
of profit of associates and joint ventures
|
7
|
24,777
|
43,393
|
15,960
|
35,992
|
|
(Loss) / profit before financial results and income
tax
|
|
(125,007)
|
447,627
|
68,820
|
51,623
|
|
Finance
income
|
24
|
1,615
|
10,383
|
835
|
9,120
|
|
Finance
costs
|
24
|
(25,224)
|
(32,901)
|
(12,646)
|
(19,144)
|
|
Other
financial results
|
24
|
66,196
|
(73,764)
|
42,764
|
(65,890)
|
|
Inflation
adjustment
|
24
|
6,999
|
67,525
|
2,413
|
49,172
|
|
Financial results, net
|
|
49,586
|
(28,757)
|
33,366
|
(26,742)
|
|
(Loss) / profit before income tax
|
|
(75,421)
|
418,870
|
102,186
|
24,881
|
|
Income
tax expense
|
19
|
34,450
|
(112,666)
|
(25,368)
|
23,691
|
|
(Loss) / profit for the period
|
|
(40,971)
|
306,204
|
76,818
|
48,572
|
|
Other comprehensive loss:
|
|
|
|
|
|
|
Items that may be reclassified subsequently to profit or
loss:
|
|
|
|
|
|
|
Currency
translation adjustment and other comprehensive loss from
subsidiaries and associates (i)
|
|
(1,404)
|
(9,660)
|
(867)
|
(8,540)
|
|
Total other comprehensive loss for the period
|
|
(1,404)
|
(9,660)
|
(867)
|
(8,540)
|
|
Total comprehensive (loss) / income for the period
|
|
(42,375)
|
296,544
|
75,951
|
40,032
|
|
|
|
|
|
|
|
(Loss) / profit for the period attributable to:
|
|
|
|
|
|
|
Equity
holders of the parent
|
|
(39,773)
|
295,155
|
74,355
|
51,004
|
|
Non-controlling
interest
|
|
(1,198)
|
11,049
|
2,463
|
(2,432)
|
|
|
|
|
|
|
|
Total comprehensive (loss) / income attributable to:
|
|
|
|
|
|
|
Equity
holders of the parent
|
|
(40,790)
|
284,467
|
73,645
|
41,402
|
|
Non-controlling
interest
|
|
(1,585)
|
12,077
|
2,306
|
(1,370)
|
|
|
|
|
|
|
|
(Loss) / profit per share attributable to equity holders of the
parent: (ii)
|
|
|
|
|
|
|
Basic
|
|
(54.19)
|
395.12
|
101.30
|
68.28
|
|
Diluted
|
|
|
395.65
|
87.99
|
68.37
|
(i)
Components
of other comprehensive income have no impact on income
tax.
(ii)
See
note 28 to the Annual Consolidated Financial Statements as of June
30, 2024.
(iii)
Given
that the result for the period showed losses, there is no diluted
effect of such result.
The
accompanying notes are an integral part of these Unaudited
Condensed Interim Consolidated Financial Statements.
|
|
.
Alejandro G. Elsztain
Vice President II
|
3
IRSA
Inversiones y Representaciones Sociedad Anónima
Unaudited Condensed Interim Consolidated Statement
of Changes in Shareholders’ Equity
for the six-month period ended December 31, 2024
(All
amounts in millions of Argentine pesos, except otherwise
indicated)
|
|
Attributable to equity holders of the parent
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Inflation adjustment of share capital and treasury shares
(i)
|
|
|
Additional paid-in capital from treasury shares
|
|
Special reserve Resolution CNV 609/12
|
|
|
|
|
Total Shareholders’ equity
|
|
Balance as of June 30, 2024
|
7,181
|
234
|
396,788
|
26,771
|
579,483
|
(12,484)
|
58,070
|
224,666
|
9,166
|
16,717
|
1,306,592
|
89,386
|
1,395,978
|
|
Net
loss for the period
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(39,773)
|
(39,773)
|
(1,198)
|
(40,971)
|
|
Other
comprehensive loss for the period
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(1,017)
|
-
|
(1,017)
|
(387)
|
(1,404)
|
|
Total comprehensive loss for the period
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(1,017)
|
(39,773)
|
(40,790)
|
(1,585)
|
(42,375)
|
|
Assignment
of results according to Shareholders´ Meeting
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(21,052)
|
21,052
|
-
|
-
|
-
|
|
Repurchase
of treasury shares (iii)
|
(115)
|
115
|
-
|
-
|
-
|
-
|
-
|
-
|
(16,945)
|
-
|
(16,945)
|
-
|
(16,945)
|
|
Warrants
exercise (ii)
|
68
|
-
|
4
|
(1,806)
|
4,037
|
-
|
-
|
-
|
-
|
-
|
2,303
|
-
|
2,303
|
|
Capitalization
of irrevocable contributions
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
130
|
130
|
|
Dividend
distribution (iv)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(94,676)
|
-
|
(94,676)
|
(7,875)
|
(102,551)
|
|
Distribution
of treasury shares (iv)
|
256
|
(256)
|
-
|
-
|
-
|
(43,055)
|
-
|
-
|
43,055
|
-
|
-
|
-
|
-
|
|
Reserve
for share-based payments
|
-
|
-
|
-
|
-
|
-
|
(68)
|
-
|
-
|
68
|
-
|
-
|
-
|
-
|
|
Changes
in non-controlling interest
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(15)
|
-
|
(15)
|
15
|
-
|
|
Balance as of December 31, 2024
|
7,390
|
93
|
396,792
|
24,965
|
583,520
|
(55,607)
|
58,070
|
224,666
|
(81,416)
|
(2,004)
|
1,156,469
|
80,071
|
1,236,540
|
(i)
Includes ARS 49 of Inflation adjustment of treasury shares. See
Note 17 to the Annual Consolidated Financial Statements as of June
30,2024.
(ii) As of December 31, 2024, the remaining warrants to
exercise amount to 70,562,502. See Note 28 to these Financial Statements.
(iii)
Related to the Shares Buyback Programs approved by the Board on
July 11, 2024. As of December 31, 2024 the Company has bought
11,541,885 shares. See Note 28 to these Financial
Statements.
(iv)
See Note 28 to these Financial Statements.
(v)
Group´s other reserves for the period ended December 31, 2024
are comprised as follows:
|
|
|
Reserve for future dividends
|
Currency translation adjustment reserve
|
|
|
|
|
Balance as of June 30, 2024
|
(32,566)
|
88,374
|
(3,531)
|
70,349
|
(113,460)
|
9,166
|
|
Other
comprehensive loss for the period
|
-
|
-
|
(1,017)
|
-
|
-
|
(1,017)
|
|
Total comprehensive loss for the period
|
-
|
-
|
(1,017)
|
-
|
-
|
(1,017)
|
|
Assignment
of results according to Shareholders´ Meeting
|
-
|
-
|
-
|
(21,052)
|
-
|
(21,052)
|
|
Repurchase
of treasury shares
|
(16,945)
|
-
|
-
|
-
|
-
|
(16,945)
|
|
Dividend
distribution
|
-
|
(47,338)
|
-
|
(47,338)
|
-
|
(94,676)
|
|
Distribution
of treasury shares
|
43,055
|
-
|
-
|
-
|
-
|
43,055
|
|
Reserve
for share-based payments
|
67
|
-
|
-
|
-
|
1
|
68
|
|
Reallocation
of reserves
|
-
|
(41,036)
|
-
|
41,036
|
-
|
-
|
|
Changes
in non-controlling interest
|
-
|
-
|
-
|
-
|
(15)
|
(15)
|
|
Balance as of December 31, 2024
|
(6,389)
|
-
|
(4,548)
|
42,995
|
(113,474)
|
(81,416)
|
(1) Includes
revaluation surplus.
The
Company does not hold any preferred shares, therefore there are no
unpaid dividends on such shares.
|
|
.
Alejandro G. Elsztain
Vice President II
|
4
IRSA
Inversiones y Representaciones Sociedad Anónima
The
accompanying notes are an integral part of these Unaudited
Condensed Interim Consolidated Financial Statements.
Unaudited Condensed Interim Consolidated Statement of Changes in
Shareholders’ Equity
for the six-month period ended December 31, 2023
(All
amounts in millions of Argentine pesos, except otherwise
indicated)
|
|
Attributable to equity holders of the parent
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Inflation adjustment of share capital and treasury shares
(i)
|
|
|
Additional paid-in capital from treasury shares
|
|
Special reserve Resolution CNV 609/12
|
|
|
|
|
Total Shareholders’ equity
|
|
Balance as of June 30, 2023
|
799
|
6,553
|
12
|
396,768
|
28,198
|
576,150
|
2,258
|
45,165
|
224,666
|
52,949
|
308,895
|
1,642,413
|
100,500
|
1,742,913
|
|
Net
profit for the period
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
295,155
|
295,155
|
11,049
|
306,204
|
|
Other
comprehensive (loss) / income for the period
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(10,688)
|
-
|
(10,688)
|
1,028
|
(9,660)
|
|
Total comprehensive (loss) / income for the period
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(10,688)
|
295,155
|
284,467
|
12,077
|
296,544
|
|
Assignment
of results according to Shareholders´ Meeting
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
12,905
|
-
|
47,938
|
(60,843)
|
-
|
-
|
-
|
|
Repurchase
of treasury shares
|
(168)
|
-
|
168
|
-
|
-
|
-
|
-
|
-
|
-
|
(12,803)
|
-
|
(12,803)
|
-
|
(12,803)
|
|
Warrants
exercise
|
4
|
-
|
-
|
-
|
(136)
|
293
|
-
|
-
|
-
|
-
|
-
|
161
|
-
|
161
|
|
Issuance
of shares
|
6,640
|
(6,553)
|
(87)
|
-
|
-
|
-
|
(8,384)
|
-
|
-
|
8,384
|
-
|
-
|
-
|
-
|
|
Capitalization
of irrevocable contributions
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
73
|
73
|
|
Dividend
distribution
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(197,261)
|
(197,261)
|
(5,377)
|
(202,638)
|
|
Reserve
for share-based payments
|
1
|
-
|
(1)
|
-
|
-
|
-
|
(113)
|
-
|
-
|
113
|
-
|
-
|
-
|
-
|
|
Changes
in non-controlling interest
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(17)
|
-
|
(17)
|
17
|
-
|
|
Balance as of December 31, 2023
|
7,276
|
-
|
92
|
396,768
|
28,062
|
576,443
|
(6,239)
|
58,070
|
224,666
|
85,876
|
345,946
|
1,716,960
|
107,290
|
1,824,250
|
(i) Includes ARS 28
of Inflation adjustment of treasury shares. See Note 17 to the
Annual Consolidated Financial Statements as of June
30,2024.
(ii) Group’s
other reserves for the period ended December 31, 2023 are comprised
as follows:
|
|
|
Reserve for future dividends
|
Currency translation adjustment reserve
|
|
|
|
|
Balance as of June 30, 2023
|
(14,952)
|
40,433
|
847
|
140,026
|
(113,405)
|
52,949
|
|
Other
comprehensive loss for the period
|
-
|
-
|
(10,688)
|
-
|
-
|
(10,688)
|
|
Total comprehensive loss for the period
|
-
|
-
|
(10,688)
|
-
|
-
|
(10,688)
|
|
Assignment
of results according to Shareholders´ Meeting
|
-
|
47,938
|
-
|
-
|
-
|
47,938
|
|
Repurchase
of treasury shares
|
(12,803)
|
-
|
-
|
-
|
-
|
(12,803)
|
|
Issuance
of shares
|
8,384
|
-
|
-
|
-
|
-
|
8,384
|
|
Reserve
for share-based payments
|
118
|
-
|
-
|
-
|
(5)
|
113
|
|
Changes
in non-controlling interest
|
-
|
-
|
-
|
-
|
(17)
|
(17)
|
|
Balance as of December 31, 2023
|
(19,253)
|
88,371
|
(9,841)
|
140,026
|
(113,427)
|
85,876
|
(1) Includes
revaluation surplus.
The
Company does not hold any preferred shares, therefore there are no
unpaid dividends on such shares.
The
accompanying notes are an integral part of these Unaudited
Condensed Interim Consolidated Financial Statements.
|
|
.
Alejandro G. Elsztain
Vice President II
|
5
IRSA Inversiones y Representaciones Sociedad
Anónima
Unaudited Condensed Interim
Consolidated Statement of Cash Flows
for the six-month periods ended December 31, 2024 and
2023
(All
amounts in millions of Argentine pesos, except otherwise
indicated)
|
|
Note
|
|
|
|
Operating activities:
|
|
|
|
|
Net
cash generated from operating activities before income tax
paid
|
15
|
85,510
|
78,661
|
|
Income
tax paid
|
|
(6,292)
|
(5,612)
|
|
Net cash generated from operating activities
|
|
79,218
|
73,049
|
|
Investing activities:
|
|
|
|
|
Contributions
and issuance of capital in associates and joint
ventures
|
|
(31)
|
-
|
|
Acquisition
and improvements of investment properties
|
|
(19,402)
|
(7,125)
|
|
Proceeds
from sales of investment properties
|
|
6,545
|
55,876
|
|
Acquisitions
and improvements of property, plant and equipment
|
|
(2,607)
|
(1,864)
|
|
Proceeds
from sales of property, plant and equipment
|
|
-
|
4
|
|
Acquisitions
of intangible assets
|
|
(1,483)
|
(340)
|
|
Dividends
collected from associates and joint ventures
|
|
-
|
534
|
|
Proceeds
from sales of interest held in associates and joint
ventures
|
|
4,892
|
28,342
|
|
Proceeds
from derivative financial instruments
|
|
25
|
-
|
|
Acquisitions
of investments in financial assets
|
|
(142,740)
|
(208,567)
|
|
Proceeds
from disposal of investments in financial assets
|
|
134,649
|
241,962
|
|
Interest
received from financial assets
|
|
4,849
|
2,452
|
|
Proceeds
from loans granted to related parties
|
|
460
|
1,354
|
|
Increase
of loans granted to related parties
|
|
-
|
(215)
|
|
Net cash (used in) / generated from investing
activities
|
|
(14,843)
|
112,413
|
|
Financing activities:
|
|
|
|
|
Borrowings,
issuance and new placement of non-convertible notes
|
|
83,643
|
9,634
|
|
Payment
of borrowings and non-convertible notes
|
|
(15,323)
|
(24,762)
|
|
(Payments)
/ obtaining of short term loans, net
|
|
(533)
|
61,517
|
|
Interests
paid
|
|
(24,209)
|
(38,457)
|
|
Repurchase
of non-convertible notes
|
|
(18,274)
|
-
|
|
Capital
contributions from non-controlling interest in
subsidiaries
|
|
130
|
68
|
|
Loans
received from associates and joint ventures, net
|
|
65
|
-
|
|
Dividends
paid
|
|
(70,066)
|
(191,639)
|
|
Warrants
exercise
|
|
2,303
|
161
|
|
Payment
of lease liabilities
|
|
(1,013)
|
(313)
|
|
Repurchase
of treasury shares
|
|
(16,945)
|
(12,803)
|
|
Net cash used in financing activities
|
|
(60,222)
|
(196,594)
|
|
Net
increase / (decrease) in cash and cash equivalents
|
|
4,153
|
(11,132)
|
|
Cash and cash
equivalents at the beginning of the period
|
13
|
34,277
|
39,311
|
|
Inflation
adjustment of cash and cash equivalents
|
|
(1,689)
|
(9,708)
|
|
Foreign
exchange (loss) / gain on cash and cash equivalents and unrealized
fair value result for cash equivalents
|
|
(82)
|
16,447
|
|
Cash and cash equivalents at end of the period
|
13
|
36,659
|
34,918
|
|
|
|
|
The
accompanying notes are an integral part of these Unaudited
Condensed Interim Consolidated Financial Statements.
|
|
.
Alejandro G. Elsztain
Vice President II
|
6
IRSA Inversiones y Representaciones Sociedad
Anónima
Notes to the Unaudited Condensed Interim Consolidated Financial
Statements
(Amounts
in millions of Argentine pesos, except otherwise
indicated)
1.
The Group’s business and
general information
These
Financial Statements have been approved for issuance by the Board
of Directors, on March 10, 2025.
IRSA
was founded in 1943, and it has engaged in diverse 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, whose main shareholders are
Inversiones Financieras del Sur S.A., Agroinvestment S.A. and
Consultores Venture Capital Uruguay S.A., and whose final
beneficiary is Eduardo Sergio Elsztain.
As of
the date of these Financial Statements, the Group owns 16 shopping
malls, 5 office buildings, three hotels and an extensive land
reserve for future mixed-use developments. Additionally, the Group
holds a 29.21% interest in Banco Hipotecario S.A. (BHSA) (see note
7), which is a leading commercial bank in the provision of
mortgaged loans in Argentina. BHSA's shares are listed on the
BYMA.
The
Group operates and holds a majority interest (with the exception of
La Ribera Shopping Center, of which it has a 50% ownership
interest) in a portfolio of 15 shopping malls in Argentina, six of
which are located in the Autonomous City of Buenos Aires (Abasto
Shopping, Alcorta Shopping, Alto Palermo, Patio Bullrich, Dot
Baires Shopping and Distrito Arcos), three in Buenos Aires province
(Alto Avellaneda, Soleil Premium Outlet and Terrazas de Mayo) and
the rest are situated in different provinces (Alto Noa in the City
of Salta, Alto Rosario in the City of Rosario, Mendoza Plaza in the
City of Mendoza, Córdoba Shopping Villa Cabrera in the City of
Córdoba, Alto Comahue in the City of Neuquén and La
Ribera Shopping in the City of Santa Fe). The Group also owns the
historic building where the Patio Olmos Shopping Mall is located,
operated by a third party.
The
Group also manages a 5 office buildings portfolio and has majority
stakes in 3 luxury hotels including the Libertador and
Intercontinental hotels in the Autonomous City of Buenos Aires and
the exclusive Llao Llao resort, in the city of San Carlos de
Bariloche, in southern Argentina. Additionally, the Group
participates in the development of residential properties for sale,
as well as in other investments.
2.
Summary of significant
accounting policies
2.1.
Basis
of preparation
These
financial statements have been prepared in accordance with IAS 34
“Interim financial reporting” and should therefore be
read in conjunction with the Group's annual Consolidated Financial
Statements as of June 30, 2024 prepared in accordance with IFRS
Accounting Standards issued by the IASB. 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 Accounting Standards. Although the Group's consolidated
working capital as of December 31, 2024, was negative by ARS
108,912, the Company’s Management made its assessment and
concluded positively, as it considers that the normal course of
business will generate the necessary liquidity, and it also has
several financial tools and the possibility of selling part of its
properties, including those classified at the end of the fiscal
year as Investment Properties, to meet its short-term
obligations.
These
financial statements as of December 31, 2024 and for the interim
periods of six months ended December 31, 2024 and 2023 have not
been audited. Management considers that they include all the
necessary adjustments to fairly state the results of each period.
Interim period results do not necessarily reflect the proportion of
the Group's results for the entire fiscal years.
IRSA Inversiones y Representaciones Sociedad
Anónima
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
exceeds 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
Argentine Federation of Professional Councils in Economic Sciences
(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 between the last
fiscal year and as of December 31, 2024, and for the 12-month
period ending on the same date, according to official statistics
(INDEC) and following the guidelines described in Resolution
539/18.
|
|
As of
December 31, 2024 (six months)
|
As of
December 31, 2024 (twelve months)
|
|
Price
variation
|
21%
|
118%
|
As a
consequence, these Unaudited Condensed Interim Consolidated
Financial Statements as of December 31, 2024 and their comparative
information 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, 2024 and December 31, 2023 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).
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.
IRSA Inversiones y Representaciones Sociedad
Anónima
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 summertime in Argentina (January and February), the
lessees of shopping malls experience the lowest sales levels in
comparison with the winter holidays (July) and Christmas and
year-end holidays celebrated in December, when they tend to record
peaks of sales. Apparel stores generally change their collections
during the spring and the fall, which impacts positively on
shopping malls sales. Sale discounts at the end of each season also
affect the business. As a consequence, for shopping mall
operations, a higher level of business activity is expected in the
period from July through December, compared to the period from
January through June.
4.
Acquisitions and
disposals
Significant
acquisitions and disposals for the six-month period ended December
31, 2024 are detailed below. Significant acquisitions and disposals
for the fiscal year ended June 30, 2024, are detailed in Note 4 to
the Annual Financial Statements.
4.1.
Zetol
- Payment of installments for share purchase
On July
12, 2024, the payment of the installments for the purchase of
shares in Zetol, corresponding to Towers 3 and 4, was completed for
a total amount of USD 8.9 million, including units, parking spaces,
and credits in favor of VAM and Zetol for Towers 1 and
2.
4.2.
Purchase
of property adjacent to Alto Avellaneda shopping mall
On
August 1, 2024, IRSA acquired a property adjacent to its Alto
Avellaneda shopping mall, located at Gral. Güemes 861,
Avellaneda, Province of Buenos Aires.
The
property has a total area of 86,861 square meters and a built-up
area of 32,660 square meters, with potential for future
expansion.
The
purchase price was set at USD 12.2 million, of which USD 9.2
million has already been paid, and the remaining USD 3 million will
be settled upon the transfer of the title deed, which will be
granted within 3 years from the signing of the preliminary sales
agreement. The transaction includes the assignment to IRSA of the
existing lease agreements until their original expiration and the
signing of a new lease agreement with the supermarket for 3
years.
4.3.
Merger
by absorption of IRSA and Centro de Entretenimiento La Plata
S.A.
On
September 11, 2024, IRSA and Centro de Entretenimiento La Plata
S.A. (CELAP) Boards of Directors approved the prior merger
agreement between both companies and the corresponding special
financial statements as of June 30, 2024, initiating the corporate
reorganization process under the terms of art. 82 et seq. of the
General Law of Companies. The merger process has particular
characteristics given that IRSA is included in the public offering
regime, reason why, not only apply the current provisions of the
General Law of Companies but also the procedures established
regarding reorganization of companies of the Regulations of the CNV
and the markets, both national and foreign, where its shares are
listed.
The
merger was carried out in order to streamline the technical,
administrative, operational and economic resources of both
Companies.
On
October 14 and 28, 2024, the Shareholders' Meetings of IRSA and
CELAP, respectively, were held, approving the merger by absorption,
whose effective date was established on July 1, 2024. As of that
date, the transfer to the absorbent of the totality of the equity
of the absorbed company, thereby incorporating all its rights and
obligations, assets and liabilities into the equity of the
absorbing company.
IRSA Inversiones y Representaciones Sociedad
Anónima
Likewise, and in
accordance with the prior merger agreement, there is no exchange
ratio, since IRSA, in its capacity as the controlling company of
CELAP with a 100% share, does not receive its own shares given that
its holding in CELAP already it is incorporated into its
equity.
4.4.
“261
Della Paolera” floor sale
On
October 15, 2024, we sold a floor of the “261 Della
Paolera” tower located in the Catalinas district of the
Autonomous City of Buenos Aires for a total leasable area of
approximately 1,197 square meters and 8 parking lots located in the
building.
The
transaction price was approximately USD 7.1 million (MEP) (See Note
8) (USD/ square meters 6,000), of which USD 6.0 million has already
been paid and the balance of USD 1.1 million, granted with a
mortgage, will be paid in 24 monthly installments accruing an
interest rate of 8% annually.
After
this operation, IRSA retains ownership of 3 floors of the building
with an approximate leasable area of 3,670 square meters in
addition to parking lots and other complementary
spaces.
4.5.
Purchase
of Shopping Mall “Terrazas de Mayo”
On
December 3, 2024, the Company signed an agreement to acquire the
business assets of the “Terrazas de Mayo” shopping mall
located at the intersection of routes 8 and 202, in front of Campo
de Mayo, in the Malvinas Argentinas district, in the northwest of
Greater Buenos Aires. As of December 31, 2024, the shopping mall
has 86 stores, 20 stands and a built-up area of 33,700 square
meters, which includes 15 gastronomic stores and 10 movie
theaters.
The
amount of the operation was set at USD 27.75 million, of which 60%
was paid at the time of signing the bill with possession, 20% will
be paid at the time of signing the final deed and 20% remaining 36
months from the signing of the deed. Implicit interests have been
segregated for a total of USD 1.8 million.
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, 2024 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).
Segment information was prepared and classified
according to the business in which the Group operates, they were
described in Note 6 to the Annual Financial
Statements.
IRSA Inversiones y Representaciones Sociedad
Anónima
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 six-month periods ended
December 31, 2024 and 2023:
|
|
|
|
|
|
|
Expenses and collective promotion funds
|
Elimination of inter-segment transactions and non-reportable assets
/ liabilities (2)
|
Total as per statement of income / statement of financial
position
|
|
Revenues
|
170,141
|
(949)
|
42,949
|
-
|
212,141
|
|
Costs
|
(38,106)
|
88
|
(43,189)
|
-
|
(81,207)
|
|
Gross profit / (loss)
|
132,035
|
(861)
|
(240)
|
-
|
130,934
|
|
Net
(loss) / gain from fair value adjustment of investment
properties
|
(232,859)
|
(214)
|
-
|
-
|
(233,073)
|
|
General
and administrative expenses
|
(28,519)
|
158
|
-
|
62
|
(28,299)
|
|
Selling
expenses
|
(9,747)
|
59
|
-
|
-
|
(9,688)
|
|
Other
operating results, net
|
(9,723)
|
(8)
|
135
|
(62)
|
(9,658)
|
|
(Loss) / profit from operations
|
(148,813)
|
(866)
|
(105)
|
-
|
(149,784)
|
|
Share
of profit of associates and joint ventures
|
24,061
|
716
|
-
|
-
|
24,777
|
|
Segment (loss) / profit
|
(124,752)
|
(150)
|
(105)
|
-
|
(125,007)
|
|
Reportable
assets
|
2,164,897
|
649
|
-
|
336,260
|
2,501,806
|
|
Reportable
liabilities (i)
|
-
|
-
|
-
|
(1,265,266)
|
(1,265,266)
|
|
Net reportable assets
|
2,164,897
|
649
|
-
|
(929,006)
|
1,236,540
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses and collective promotion funds
|
Elimination of inter-segment transactions and non-reportable assets
/ liabilities (2)
|
Total as per statement of income / statement of financial
position
|
|
Revenues
|
183,583
|
(997)
|
38,350
|
-
|
220,936
|
|
Costs
|
(32,290)
|
122
|
(39,163)
|
-
|
(71,331)
|
|
Gross profit / (loss)
|
151,293
|
(875)
|
(813)
|
-
|
149,605
|
|
Net
gain from fair value adjustment of investment
properties
|
302,609
|
(2,483)
|
-
|
-
|
300,126
|
|
General
and administrative expenses
|
(31,801)
|
118
|
-
|
174
|
(31,509)
|
|
Selling
expenses
|
(12,555)
|
87
|
-
|
-
|
(12,468)
|
|
Other
operating results, net
|
(1,651)
|
(15)
|
320
|
(174)
|
(1,520)
|
|
Profit / (loss) from operations
|
407,895
|
(3,168)
|
(493)
|
-
|
404,234
|
|
Share
of profit of associates and joint ventures
|
41,310
|
2,083
|
-
|
-
|
43,393
|
|
Segment profit / (loss)
|
449,205
|
(1,085)
|
(493)
|
-
|
447,627
|
|
Reportable
assets
|
3,113,813
|
7,539
|
-
|
474,348
|
3,595,700
|
|
Reportable
liabilities (i)
|
-
|
-
|
-
|
(1,771,446)
|
(1,771,446)
|
|
Net reportable assets
|
3,113,813
|
7,539
|
-
|
(1,297,098)
|
1,824,254
|
|
|
|
|
|
|
|
(1) Represents the
equity value of joint ventures that were proportionately
consolidated for segment information.
(2) Includes
deferred income tax assets, income tax 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 34 as of December 31,
2024.
(i) The CODM
focuses its review on reportable assets.
IRSA Inversiones y Representaciones Sociedad
Anónima
Below
is a summarized analysis of the segments from the Group for the
six-month periods ended
December 31, 2024 and 2023:
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
120,943
|
8,690
|
6,894
|
30,545
|
3,069
|
170,141
|
|
Costs
|
(8,461)
|
(634)
|
(8,187)
|
(19,057)
|
(1,767)
|
(38,106)
|
|
Gross profit / (loss)
|
112,482
|
8,056
|
(1,293)
|
11,488
|
1,302
|
132,035
|
|
Net
gain / (loss) from fair value adjustment of investment
properties
|
119,242
|
(104,714)
|
(247,216)
|
-
|
(171)
|
(232,859)
|
|
General
and administrative expenses
|
(13,745)
|
(1,133)
|
(5,373)
|
(5,463)
|
(2,805)
|
(28,519)
|
|
Selling
expenses
|
(5,435)
|
(224)
|
(1,031)
|
(2,357)
|
(700)
|
(9,747)
|
|
Other
operating results, net
|
(280)
|
56
|
(11,586)
|
(296)
|
2,383
|
(9,723)
|
|
Profit / (loss) from operations
|
212,264
|
(97,959)
|
(266,499)
|
3,372
|
9
|
(148,813)
|
|
Share
of profit of associates and joint ventures
|
-
|
-
|
-
|
-
|
24,061
|
24,061
|
|
Segment profit / (loss)
|
212,264
|
(97,959)
|
(266,499)
|
3,372
|
24,070
|
(124,752)
|
|
|
|
|
|
|
|
|
|
Investment
properties and trading properties
|
994,539
|
245,837
|
653,566
|
-
|
2,337
|
1,896,279
|
|
Investment
in associates and joint ventures
|
-
|
-
|
-
|
-
|
171,650
|
171,650
|
|
Other
operating assets
|
3,827
|
394
|
48,177
|
38,542
|
6,028
|
96,968
|
|
Reportable assets
|
998,366
|
246,231
|
701,743
|
38,542
|
180,015
|
2,164,897
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
122,405
|
7,648
|
9,858
|
41,094
|
2,578
|
183,583
|
|
Costs
|
(6,335)
|
(618)
|
(5,355)
|
(18,231)
|
(1,751)
|
(32,290)
|
|
Gross profit
|
116,070
|
7,030
|
4,503
|
22,863
|
827
|
151,293
|
|
Net
gain / (loss) from fair value adjustment of investment
properties
|
331,033
|
1,015
|
(30,245)
|
-
|
806
|
302,609
|
|
General
and administrative expenses
|
(14,100)
|
(1,161)
|
(5,601)
|
(5,954)
|
(4,985)
|
(31,801)
|
|
Selling
expenses
|
(5,370)
|
(250)
|
(3,713)
|
(2,800)
|
(422)
|
(12,555)
|
|
Other
operating results, net
|
(1,196)
|
(126)
|
(2,165)
|
(307)
|
2,143
|
(1,651)
|
|
Profit / (loss) from operations
|
426,437
|
6,508
|
(37,221)
|
13,802
|
(1,631)
|
407,895
|
|
Share
of profit of associates and joint ventures
|
-
|
-
|
-
|
-
|
41,310
|
41,310
|
|
Segment profit / (loss)
|
426,437
|
6,508
|
(37,221)
|
13,802
|
39,679
|
449,205
|
|
|
|
|
|
|
|
|
|
Investment
properties and trading properties
|
1,163,618
|
483,597
|
1,177,892
|
-
|
5,034
|
2,830,141
|
|
Investment
in associates and joint ventures
|
-
|
-
|
-
|
-
|
169,747
|
169,747
|
|
Other
operating assets
|
3,007
|
479
|
65,296
|
38,645
|
6,498
|
113,925
|
|
Reportable assets
|
1,166,625
|
484,076
|
1,243,188
|
38,645
|
181,279
|
3,113,813
|
|
|
|
|
|
|
|
|
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, 2024 and for the year
ended June 30, 2024 were as follows:
|
|
|
|
|
Beginning of the period / year
|
156,694
|
166,840
|
|
Sale
of interest in associates and joint ventures (i)
|
(2,831)
|
(31,731)
|
|
Capital
contributions
|
31
|
-
|
|
Share
of profit
|
24,777
|
41,230
|
|
Currency
translation adjustment
|
(168)
|
(100)
|
|
Dividends
(Note 25)
|
(2,390)
|
(19,545)
|
|
Increase
of participation in associates (iii)
|
1,985
|
-
|
|
End of the period / year (ii)
|
178,098
|
156,694
|
(i)
As of June 30,
2024, mainly corresponds to the sale of interest in Quality Invest
S.A. and GCDI S.A.
(ii)
As of December 31,
2024 and June 30, 2024 includes ARS (34) and ARS (18) respectively,
reflecting interests in companies with negative equity, which were
disclosed in “Provisions” (Note 18).
(iii)
Corresponds to the
participation in Challenger Gold Ltd.
IRSA Inversiones y Representaciones Sociedad
Anónima
|
|
Value of Group's interest in equity
|
Group's interest in comprehensive income / (loss)
|
|
Name of the entity
|
|
|
|
|
|
|
|
Associates and joint ventures
|
|
|
|
|
|
|
|
New
Lipstick
|
49.96%
|
49.96%
|
1,234
|
1,308
|
(75)
|
712
|
|
BHSA
|
29.21%
|
29.89%
|
137,603
|
125,724
|
14,710
|
27,930
|
|
BACS
(1)
|
55.91%
|
56.35%
|
9,417
|
9,204
|
213
|
1,035
|
|
Nuevo
Puerto Santa Fe
|
50.00%
|
50.00%
|
5,816
|
5,391
|
762
|
1,797
|
|
La
Rural SA
|
50.00%
|
50.00%
|
16,835
|
12,862
|
6,027
|
13,251
|
|
GCDI
|
27.39%
|
27.39%
|
4,575
|
1,558
|
3,017
|
(2,537)
|
|
Other
joint ventures
|
N/A
|
N/A
|
2,618
|
647
|
(45)
|
531
|
Total associates and joint ventures
|
|
178,098
|
156,694
|
24,609
|
42,719
|
Below
is additional information about the Group’s main investments
in associates and joint ventures:
|
|
|
|
|
Latest financial statements issued
|
|
Name of the entity
|
Place of business / Country of incorporation
|
Main activity
|
|
|
Share capital (nominal value)
|
|
(Loss) / profit for the period
|
|
|
|
Associates and joint ventures
|
|
|
|
|
|
|
|
|
|
|
New
Lipstick
|
USA
|
Real
estate
|
23,631,037
|
(*)
|
47
|
(*)
|
(1)
|
(*)
|
(49)
|
|
BHSA
|
Argentina
|
Financial
|
442,469,223
|
(**)
|
1,500
|
(**)
|
50,211
|
(**)
|
460,550
|
|
BACS
(1)
|
Argentina
|
Financial
|
33,125,751
|
(**)
|
88
|
(**)
|
564
|
(**)
|
24,964
|
|
Nuevo
Puerto Santa Fe
|
Argentina
|
Real
estate
|
138,750
|
|
28
|
|
1,524
|
|
11,130
|
|
La
Rural SA
|
Argentina
|
Organization
of events
|
714,998
|
|
1
|
|
12,196
|
|
33,393
|
|
GCDI
|
Argentina
|
Real
estate
|
250,729,447
|
|
915
|
|
11,318
|
|
16,702
|
(1)
Includes
participation through BHSA, which owns a 62.28% stake in
BACS.
(*)
Amounts
in millions of US Dollars.
(**)
Information
as of December 31, 2024 according to IFRS, pending issuance as of
the date of these Financial Statements.
Puerto Retiro (joint venture)
Regarding
the information provided in Note 8 to the Annual Financial
Statements as of June 30, 2024, the following should be
noted:
Recently,
on November 26, 2024, the Supreme Court of Justice of the Nation
(CSJN) issued rulings on the various appeals filed by the parties.
Regarding the civil action, the Court granted the extraordinary
appeals filed by Tandanor and the Ministry of Defense and
unanimously ruled to: (i) annul the appealed cassation ruling
concerning the statute of limitations of the civil action (ordering
a new ruling based on the theory of arbitrariness of judgment);
(ii) confirm the forfeiture of Plant I but order its restitution to
Tandanor instead of the National State.
Although
the CSJN clarified that its decision does not imply addressing the
merits of the claim set forth in the civil action, it ordered that
the corresponding court issue a new ruling considering the defenses
that Tandanor and the Ministry of Defense raised when responding to
the statute of limitations objection, specifically regarding the
starting date of the limitation period. Legal costs were also
imposed.
It
is important to highlight that the civil action is directed solely
against Puerto Retiro and not against IRSA (regardless of the
individual defendants), meaning it cannot affect IRSA from a legal
point of view. Moreover, the facts underlying the civil action in
the criminal proceedings occurred before IRSA acquired shares in
the Puerto Retiro company.
Notwithstanding
the above, it is worth noting that the decision regarding the
forfeiture of Plant I in favor of Tandanor has been
finalized.
Currently,
Chamber IV of the Federal Court of Cassation is in the process of
appointing its members to issue a new ruling in accordance with the
CSJN’s instructions.
IRSA Inversiones y Representaciones Sociedad
Anónima
La Rural (joint venture)
There
have been no changes to what was informed in Note 8 to the Annual
Financial Statements.
Arcos del Gourmet S.A.
There
have been no changes to what was informed in Note 7 to the Annual
Financial Statements
Changes
in the Group’s investment properties for the six-month period
ended December 31, 2024 and for the year ended June 30, 2024 were
as follows:
|
|
|
|
|
|
|
|
|
|
|
Fair value at the beginning of the period / year
|
1,259,390
|
803,207
|
1,769,150
|
796,144
|
|
Additions
|
14,197
|
35,680
|
5,401
|
10,774
|
|
Capitalized
leasing costs
|
55
|
41
|
19
|
259
|
|
Amortization
of capitalized leasing costs (i)
|
(59)
|
(111)
|
(164)
|
(213)
|
|
Transfers
|
(1,922)
|
(1,336)
|
(33,209)
|
(8)
|
|
Disposals
|
(7,701)
|
(15)
|
(60,866)
|
-
|
|
Currency
translation adjustment
|
(49)
|
-
|
(13)
|
-
|
|
Net
(loss) / gain from fair value adjustment (ii)
|
(361,634)
|
128,561
|
(420,928)
|
(3,749)
|
|
Fair value at the end of the period / year
|
902,277
|
966,027
|
1,259,390
|
803,207
|
(i)
Amortization
charges of capitalized leasing costs were recognized in "Costs" in
the Statement of Income and Other Comprehensive Income (Note
21).
(ii)
For the six-month
period ended December 31, 2024, the net loss from fair value
adjustment of investment properties was ARS 233,073. The net impact
of the values in pesos of our properties was mainly a consequence
of the change in macroeconomic conditions:
Level 2:
a)
The value of our
office buildings, undeveloped parcels of land and other rental
properties measured in real terms decreased by 28.35% during the
six-month period ended December 31, 2024, due to the variation of
the implicit exchange rate which was well below inflation.
Likewise, there is an impact for the sales and acquisitions of the
period.
Level 3:
a)
gain of ARS 51,665
as a consequence of the variation in the projected income growth
rate increase 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 101,238 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)
a decrease of 189
basis points in the discount rate used for cash flows and a
decrease of 155 basis points in the discount rate used for
perpetuity, mainly due to a decrease in the country-risk rate
component and cost of debt components of the WACC discount rate
used to discount the cash flow, which led to an increase in the
value of the shopping malls of ARS 122,247.
Additionally, due
to the impact of the inflation adjustment, ARS 144,967 were
reclassified for shopping malls from “Net (loss) / gain from
fair value adjustment” to “Inflation Adjustment”
in the Statement of Income and Other Comprehensive
Income.
The
following is the balance by type of investment property of the
Group for the six-month period ended December 31, 2024 and for the
year ended June 30, 2024:
|
|
|
|
|
Shopping
Malls (i)
|
982,785
|
830,951
|
|
Offices
and other rental properties
|
279,863
|
406,735
|
|
Undeveloped
parcels of land
|
603,220
|
822,424
|
|
Properties
under development
|
565
|
564
|
|
Others
|
1,871
|
1,923
|
|
Total
|
1,868,304
|
2,062,597
|
|
|
|
|
(i)
Includes parking spaces.
IRSA Inversiones y Representaciones Sociedad
Anónima
The
following amounts have been recognized in the Statements of Income
and Other Comprehensive Income:
|
|
|
|
|
Revenues
(Note 20)
|
176,048
|
171,596
|
|
Direct
operating costs
|
(54,390)
|
(48,243)
|
|
Development
costs
|
(6,282)
|
(891)
|
|
Net
realized gain from fair value adjustment of investment properties
(i)
|
2,738
|
37,738
|
|
Net
unrealized (loss) / gain from fair value adjustment of investment
properties (ii)
|
(235,811)
|
262,388
|
|
|
|
|
(i)
As of December 31,
2024 corresponds (ARS 4,644) to the realized result from fair value
adjustment for the period ((ARS 4,639) for the sale of floors in
the “261 Della Paolera” building and (ARS 5) for the
sale of parking spaces in Libertador 498) and ARS 7,382 for
realized result from fair value adjustment made in previous years
(ARS 7,316 for the sale of floors in the “261 Della
Paolera” building and ARS 66 for the sale of parking spaces
in Libertador 498). As of December 31, 2023 corresponds (ARS
22,103) to the realized result from fair value adjustment for the
period ((ARS 22,131) for the Ezpeleta land plot barter agreement,
ARS 7,021 for the sale of floors in the “261 Della
Paolera” building, (ARS 6,982) for the sale of Maple Building
and (ARS 11) for the sale of parking spaces in Libertador 498) and
ARS 59,841 for realized result from fair value adjustment made in
previous years (ARS 24,093 for the Ezpeleta land plot barter
agreement, ARS 26,841 for the sale of floors in the “261
Della Paolera” building, ARS 8,661 for the sale of Maple
Building and ARS 246 for the sale of parking spaces in Libertador
498).
(ii)
Includes the result from changes in the fair value of
those investment properties that are in the portfolio and have not
yet been sold. This was generated in accordance with what is
described in the section named "valuation techniques" in Note 9 to
the Annual Consolidated Financial Statements as of June 30, 2024,
mainly affected by the macroeconomic effects of inflation and
changes in the reference exchange rates mentioned
therein.
Valuation
techniques are described in Note 9 to the Annual Financial
Statements. There were no changes to such techniques.
Ramblas del Plata (former Costa Urbana) - Costanera Sur, Buenos
Aires City
On
December 21, 2021, it was published the law from Buenos Aires City
congress approving the Regulations for the development of the
property of approximately 70 hectares, owned by the Company since
1997, previously known as "Solares de Santa María", located in
front of the Río de la Plata in the South Coast of the
Autonomous City of Buenos Aires, southeast of Puerto Madero. The
published law grants a New Standard, designated: "U73 - Public Park
and Costa Urbana Urbanization", which enables the combination of
diverse uses such as homes, offices, retail, services, public
spaces, education, and entertainment.
The
Company will have a construction capacity of 866,806 sqm, which
will drive growth for the coming years through the development of
mixed-use projects.
IRSA
agreed to give in 50.8 hectares for public use, which represents
approximately 71% of the total area of the property to the
development of public green spaces, pedestrian streets, roadways
and will contribute with three additional lots of the property, two
for the Sustainable Urban Development Fund (FODUS, by its acronym
in Spanish) and one for the Innovation Trust, Science and
Technology of the Government of the Autonomous City of Buenos
Aires, and the sum of USD 2 million in cash and the amount of
3,000,000 sovereign bonds (AL35) which have already been
paid.
Likewise, IRSA will
be in charge of the infrastructure and road works on the property
and will carry out the public space works contributing up to USD 40
million together with the maintenance of the public spaces assigned
for 10 years or until the sum of USD 10 million is
completed.
On March 2023, Mensura was approved with a
proposal for subdivision, fractioning, transfer of streets and
public space. On November 15, 2023 the 3 plots were deeded in favor
of the Government of the Autonomous City of Buenos Aires
as well as the Public Park lot, and
the 61 IRSA´s lots were created, receiving the parcel ballots
corresponding to those 61 private plots on May 22,
2024.
IRSA Inversiones y Representaciones Sociedad
Anónima
As of
December 31, 2024, the Project Management has been contracted, and
the bidding process is underway, with offers received, for the
Earthworks, Sheet Piling, Infrastructure and Roadway Works of Stage
I (which includes the first phase of the public park comprising the
central bay sector). As of the date of issuance of these Unaudited
Condensed Interim Consolidated Financial Statements, the
Certificate of Environmental Aptitude of Stage I has already been
obtained after the Environmental Public Hearing enabling the
development of the Stage I works.
“Ramblas del
Plata” will change the landscape of Buenos Aires City, giving
life to an undeveloped area and will be in an exceptional property
due to its size, location and connectivity, providing the City the
possibility of expanding and recovering access to the Río de
la Plata coast with areas for walks, recreation, green spaces,
public parks and mixed uses.
9.
Property, plant and
equipment
Changes
in the Group’s property, plant and equipment for the
six-month period ended December 31, 2024 and for the year ended
June 30, 2024 were as follows:
|
|
|
|
|
|
|
|
Costs
|
105,010
|
42,649
|
9,957
|
157,616
|
153,594
|
|
Accumulated
depreciation
|
(64,922)
|
(40,569)
|
(7,841)
|
(113,332)
|
(107,923)
|
|
Net book amount at the beginning of the period / year
|
40,088
|
2,080
|
2,116
|
44,284
|
45,671
|
|
Additions
|
2,260
|
216
|
140
|
2,616
|
4,030
|
|
Disposals
|
-
|
-
|
-
|
-
|
(15)
|
|
Currency
translation adjustment
|
-
|
-
|
(4)
|
(4)
|
(5)
|
|
Transfers
|
-
|
1,140
|
-
|
1,140
|
12
|
|
Depreciation
charges (ii)
|
(1,959)
|
(605)
|
(211)
|
(2,775)
|
(5,409)
|
|
Balances at the end of the period / year
|
40,389
|
2,831
|
2,041
|
45,261
|
44,284
|
|
Costs
|
107,270
|
44,005
|
10,093
|
161,368
|
157,616
|
|
Accumulated
depreciation
|
(66,881)
|
(41,174)
|
(8,052)
|
(116,107)
|
(113,332)
|
|
Net book amount at the end of the period / year
|
40,389
|
2,831
|
2,041
|
45,261
|
44,284
|
|
|
|
|
|
|
|
(i)
Includes furniture
and fixtures and vehicles.
(ii)
As of December 31,
2024, depreciation charges of property, plant and equipment were
recognized as follows: ARS 2,059 in "Costs", ARS 712 in "General
and administrative expenses" and ARS 4 in "Selling expenses",
respectively in the Statement of Income and Other Comprehensive
Income (Note 21).
Changes
in the Group’s trading properties for the six-month period
ended December 31, 2024 and for the year ended June 30, 2024 were
as follows:
|
|
|
Properties under development
|
|
|
|
|
Beginning of the period / year
|
2,586
|
10,840
|
10,733
|
24,159
|
27,808
|
|
Additions
|
-
|
374
|
418
|
792
|
1,102
|
|
Currency
translation adjustment
|
-
|
(1,572)
|
-
|
(1,572)
|
(1,285)
|
|
Disposals
|
(447)
|
(465)
|
(2)
|
(914)
|
(3,466)
|
|
End of the period / year
|
2,139
|
9,177
|
11,149
|
22,465
|
24,159
|
|
Non-current
|
|
|
|
22,110
|
23,661
|
|
Current
|
|
|
|
355
|
498
|
|
Total
|
|
|
|
22,465
|
24,159
|
|
|
|
|
|
|
|
IRSA Inversiones y Representaciones Sociedad
Anónima
Changes
in the Group’s intangible assets for the six-month period
ended December 31, 2024 and for the year ended June 30, 2024 were
as follows:
|
|
|
Information systems and software
|
Future units to be received from barters and others
|
|
|
|
Costs
|
2,161
|
14,084
|
80,203
|
96,448
|
53,083
|
|
Accumulated
amortization
|
-
|
(13,148)
|
(5,059)
|
(18,207)
|
(17,327)
|
|
Net book amount at the beginning of the period / year
|
2,161
|
936
|
75,144
|
78,241
|
35,756
|
|
Additions
|
-
|
1,483
|
691
|
2,174
|
10,446
|
|
Disposals
|
-
|
-
|
(5,594)
|
(5,594)
|
(287)
|
|
Impairment
(ii)
|
-
|
-
|
(11,849)
|
(11,849)
|
-
|
|
Transfers
|
-
|
2,118
|
-
|
2,118
|
33,205
|
|
Currency
translation adjustment
|
-
|
-
|
-
|
-
|
1
|
|
Amortization
charges (i)
|
-
|
(788)
|
(23)
|
(811)
|
(880)
|
|
Balances at the end of the period / year
|
2,161
|
3,749
|
58,369
|
64,279
|
78,241
|
|
Costs
|
2,161
|
17,685
|
63,451
|
83,297
|
96,448
|
|
Accumulated
amortization
|
-
|
(13,936)
|
(5,082)
|
(19,018)
|
(18,207)
|
|
Net book amount at the end of the period / year
|
2,161
|
3,749
|
58,369
|
64,279
|
78,241
|
(i)
As of December 31,
2024, amortization charges were recognized in the amount of ARS 757
in "Costs", ARS 48 in "General and administrative expenses" and ARS
6 in "Selling expenses", in the Statement of Income and Other
Comprehensive Income (Note 21).
(ii)
The Company
annually obtains, as part of its June closing process, a valuation
report prepared by a third party, which determines the market value
of its properties in USD. This report also includes the values
assigned to the future units to be received from barters. The
Company verified at the end of the current period that the USD
values of these future units to be received have not undergone
significant changes compared to the last annual
valuation.
As of
the end of the current period, the value of these assets recorded
at their inflation-adjusted cost is ARS 46,322, while the reference
value in USD of these assets, converted into Argentine Pesos at the
period-end exchange rate—considering this as the fair value
less selling costs—amounts to ARS 34,473, resulting in an
impairment of ARS 11,849. This situation is due to an unusual
effect arising from the fact that, during the current period, the
exchange rate variation was lower than the accumulated inflation
for the same period.
The
impairment charge has been recorded under "Other operating results,
net" in the statement of income and other comprehensive income
(Note 23).
12.
Right-of-use assets and lease
liabilities
The
Group’s right-of-use assets as of December 31, 2024 and June
30, 2024 are the following:
|
|
|
|
|
Offices,
shopping malls and other rental properties
|
2,224
|
2,503
|
|
Convention
center
|
4,099
|
10,430
|
|
Total Right-of-use assets
|
6,323
|
12,933
|
|
Non-current
|
6,323
|
12,933
|
|
Total
|
6,323
|
12,933
|
|
|
|
|
The
depreciation charge of the right-of use-assets is detailed
below:
|
|
|
|
|
Offices,
shopping malls and other rental properties
|
278
|
256
|
|
Convention
center
|
403
|
341
|
|
Total depreciation of right-of-use assets (i)
|
681
|
597
|
|
|
|
|
(i)
As of December 31,
2024, amortization charges were recognized as follows: ARS 423 in
"Costs", ARS 43 in "General and administrative expenses" and ARS
215 in "Selling expenses", respectively in the Consolidated
Statement of Income and Other Comprehensive Income (Note
21).
IRSA Inversiones y Representaciones Sociedad
Anónima
The
Group’s lease liabilities as of December 31, 2024 and June
30, 2024 are the following:
|
|
|
|
|
Offices,
shopping malls and other rental properties
|
2,038
|
2,396
|
|
Convention
center
|
2,153
|
10,867
|
|
Total lease liabilities
|
4,191
|
13,263
|
|
Non-current
|
3,254
|
10,972
|
|
Current
|
937
|
2,291
|
|
Total
|
4,191
|
13,263
|
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 14 to the Annual Financial
Statements.
Financial assets
and financial liabilities as of December 31, 2024 are the
following:
|
|
Financial assets at amortized cost
|
Financial assets at fair value through profit or loss
|
Subtotal financial assets
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2024
|
|
|
|
|
|
|
|
Assets as per Statements of Financial Position
|
|
|
|
|
|
|
|
Trade
and other receivables (excluding the allowance for doubtful
accounts and other receivables) (Note 14)
|
98,510
|
-
|
-
|
98,510
|
21,959
|
120,469
|
|
Investments
in financial assets:
|
|
|
|
|
|
|
|
-
Public companies’ securities
|
-
|
21,433
|
-
|
21,433
|
-
|
21,433
|
|
-
Mutual funds
|
-
|
93,399
|
-
|
93,399
|
-
|
93,399
|
|
-
Bonds
|
-
|
34,572
|
-
|
34,572
|
-
|
34,572
|
|
-
Others
|
4,030
|
2,793
|
-
|
6,823
|
-
|
6,823
|
|
Derivative
financial instruments:
|
|
|
|
|
|
|
|
-
Warrants
|
-
|
-
|
1
|
1
|
-
|
1
|
|
Cash
and cash equivalents:
|
|
|
|
|
|
|
|
-
Cash at bank and on hand
|
14,330
|
-
|
-
|
14,330
|
-
|
14,330
|
|
-
Short-term investments
|
15,760
|
6,569
|
-
|
22,329
|
-
|
22,329
|
|
Total assets
|
132,630
|
158,766
|
1
|
291,397
|
21,959
|
313,356
|
|
|
Financial liabilities at amortized cost
|
Financial liabilities at fair value through profit or
loss
|
Subtotal financial liabilities
|
Non-financial liabilities
|
|
|
|
|
|
|
|
|
|
|
December 31, 2024
|
|
|
|
|
|
|
|
Liabilities as per Statements of Financial Position
|
|
|
|
|
|
|
|
Trade
and other payables (Note 16)
|
46,378
|
-
|
-
|
46,378
|
88,377
|
134,755
|
|
Borrowings
(Note 17)
|
451,287
|
-
|
-
|
451,287
|
-
|
451,287
|
|
Derivative
financial instruments:
|
|
|
|
|
|
|
|
-
Bond futures
|
-
|
6
|
-
|
6
|
-
|
6
|
|
Total liabilities
|
497,665
|
6
|
-
|
497,671
|
88,377
|
586,048
|
IRSA Inversiones y Representaciones Sociedad
Anónima
Financial assets
and financial liabilities as of June 30, 2024 were as
follows:
|
|
Financial assets at amortized cost
|
Financial assets at fair value through profit or loss
|
Subtotal financial assets
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2024
|
|
|
|
|
|
|
|
Assets as per Statements of Financial Position
|
|
|
|
|
|
|
|
Trade
and other receivables (excluding the allowance for doubtful
accounts and other receivables) (Note 14)
|
108,969
|
-
|
-
|
108,969
|
28,483
|
137,452
|
|
Investments
in financial assets:
|
|
|
|
|
|
|
|
-
Public companies’ securities
|
-
|
21,272
|
-
|
21,272
|
-
|
21,272
|
|
-
Mutual funds
|
-
|
74,122
|
-
|
74,122
|
-
|
74,122
|
|
-
Bonds
|
-
|
50,739
|
-
|
50,739
|
-
|
50,739
|
|
-
Others
|
6,683
|
5,662
|
30
|
12,375
|
-
|
12,375
|
|
Derivative
financial instruments
|
|
|
|
|
|
|
|
-
Options on companies
|
68
|
-
|
-
|
68
|
-
|
68
|
|
Cash
and cash equivalents:
|
|
|
|
|
|
|
|
-
Cash at bank and on hand
|
24,836
|
-
|
-
|
24,836
|
-
|
24,836
|
|
-
Short term investments
|
-
|
9,441
|
-
|
9,441
|
-
|
9,441
|
|
Total assets
|
140,556
|
161,236
|
30
|
301,822
|
28,483
|
330,305
|
|
|
|
|
|
|
|
|
|
|
Financial liabilities at amortized cost
|
Financial liabilities at fair value through profit or
loss
|
Subtotal financial liabilities
|
Non-financial liabilities
|
|
|
|
|
|
|
|
|
|
|
June 30, 2024
|
|
|
|
|
|
|
|
Liabilities as per Statements of Financial Position
|
|
|
|
|
|
|
|
Trade
and other payables (Note 16)
|
44,454
|
-
|
-
|
44,454
|
90,008
|
134,462
|
|
Borrowings
(Note 17)
|
444,259
|
-
|
-
|
444,259
|
-
|
444,259
|
|
Derivative
financial instruments:
|
|
|
|
|
|
|
|
-
Bond futures
|
-
|
5
|
-
|
5
|
-
|
5
|
|
Total liabilities
|
488,713
|
5
|
-
|
488,718
|
90,008
|
578,726
|
|
|
|
|
|
|
|
|
As of
December 31, 2024, 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
3 instruments, details of which may be obtained from the following
table. When there are no quoted prices available in an active
market, fair values (especially derivative instruments) are based
on recognized valuation methods.
|
Description
|
Pricing model / method
|
Parameters
|
Fair value hierarchy
|
|
|
Purchase
option - Warrant (Others)
|
Black
& Scholes with dilution
|
Underlying
asset price and volatility
|
Level
3
|
-
|
IRSA Inversiones y Representaciones Sociedad
Anónima
14.
Trade and other
receivables
Group’s trade
and other receivables as of December 31, 2024 and June 30, 2024 are
as follows:
|
|
|
|
|
Sale,
leases and services receivables
|
52,995
|
52,385
|
|
Less:
Allowance for doubtful accounts
|
(3,551)
|
(3,727)
|
|
Total trade receivables
|
49,444
|
48,658
|
|
Borrowings,
deposits and others
|
43,588
|
48,691
|
|
Advances
to suppliers
|
10,645
|
11,292
|
|
Tax
receivables
|
6,025
|
5,969
|
|
Prepaid
expenses
|
3,099
|
3,013
|
|
Long-term
incentive plan
|
1
|
1
|
|
Dividends
receivable
|
-
|
5,731
|
|
Others
|
4,116
|
10,370
|
|
Total other receivables
|
67,474
|
85,067
|
|
Total trade and other receivables
|
116,918
|
133,725
|
|
Non-current
|
33,375
|
41,424
|
|
Current
|
83,543
|
92,301
|
|
Total
|
116,918
|
133,725
|
The
carrying amounts of the Group’s trade and other receivables
denominated in foreign currencies are detailed in Note
27.
Movements on the
Group’s allowance for doubtful accounts were as
follows:
|
|
|
|
|
Beginning of the period / year
|
3,727
|
5,373
|
|
Additions
(i)
|
514
|
1,019
|
|
Recovery
(i)
|
(157)
|
(257)
|
|
Exchange
rate differences
|
284
|
3,629
|
|
Receivables
written off during the period/year as uncollectible
|
(146)
|
(13)
|
|
Inflation
adjustment
|
(671)
|
(6,024)
|
|
End of the period / year
|
3,551
|
3,727
|
(i)
Additions and
recovery of the allowance for doubtful accounts have been included
in “Selling expenses” in the Statement of Income and
Other Comprehensive Income (Note 21).
IRSA Inversiones y Representaciones Sociedad
Anónima
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 periods ended December 31, 2024 and
2023:
|
|
Note
|
|
|
|
(Loss)
/ profit for the period
|
|
(40,971)
|
306,204
|
|
Adjustments
for:
|
|
|
|
|
Income
tax
|
19
|
(34,450)
|
112,666
|
|
Amortization
and depreciation
|
21
|
4,437
|
3,922
|
|
Loss
from disposal of property, plant and equipment
|
23
|
-
|
3
|
|
Net
loss / (gain) from fair value adjustment of investment
properties
|
8
|
233,073
|
(300,126)
|
|
Gain
from lease modification
|
|
(1,680)
|
-
|
|
Impairment
of intangible assets
|
23
|
11,849
|
-
|
|
(Gain)
/ loss from disposal of associates and joint ventures
|
23
|
(2,061)
|
1,883
|
|
Loss
/ (gain) on sale of trading properties and others
|
|
952
|
(4,839)
|
|
Financial
results, net
|
|
(58,056)
|
27,388
|
|
Provisions
and allowances
|
|
8,983
|
12,583
|
|
Share
of profit of associates and joint ventures
|
8
|
(24,777)
|
(43,393)
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
Decrease
in inventories
|
|
128
|
211
|
|
Decrease
in trading properties and under development
|
|
4,290
|
32
|
|
Decrease
/ (increase) in trade and other receivables
|
|
1,735
|
(7,402)
|
|
Decrease
in trade and other payables
|
|
(17,089)
|
(24,648)
|
|
Decrease
in salaries and social security liabilities
|
|
(565)
|
(5,368)
|
|
Decrease
in provisions
|
|
(288)
|
(455)
|
|
Net cash generated by operating activities before income tax
paid
|
|
85,510
|
78,661
|
|
|
|
|
The
following table presents a detail of significant non-cash
transactions occurred in the six-month periods ended December 31,
2024 and 2023:
|
|
|
|
|
Increase
of investment properties through a decrease of investments in
financial assets
|
18,160
|
-
|
|
Increase
of property, plant and equipment through an increase of trade and
other payables
|
9
|
-
|
|
Increase
of investments in financial assets through a decrease of
investments in associates and joint ventures
|
2,390
|
-
|
|
Other
comprehensive loss for the period
|
1,404
|
9,660
|
|
Decrease
in investment properties through an increase in property, plant and
equipment
|
1,140
|
13
|
|
Increase
in investments in associates and joint ventures through a decrease
in investments in financial assets
|
1,985
|
-
|
|
Decrease
in investments in financial assets through a decrease in trade and
other payables
|
2,770
|
-
|
|
Decrease
in Shareholders’ Equity through a decrease in trade and other
receivables
|
4,277
|
5,043
|
|
Decrease
in Shareholders’ Equity through a decrease in investments in
financial assets
|
26,098
|
-
|
|
Increase
in right-of-use assets through an increase in lease
liabilities
|
-
|
991
|
|
Decrease
in Shareholders’ Equity through an increase in trade and
other payables
|
2,110
|
5,956
|
|
Decrease
in trading properties through a decrease in borrowings
|
-
|
2,750
|
|
Barter
transactions of investment properties
|
14
|
854
|
|
Decrease
in investment properties through an increase in trade and other
receivables
|
1,157
|
3,412
|
|
Decrease
in investments in associates and joint ventures through an increase
in trade and other receivables
|
-
|
1,629
|
|
Increase
in intangible assets through a decrease in investment
properties
|
2,118
|
33,205
|
|
Increase
in intangible assets through an increase in trade and other
payables
|
691
|
9,562
|
|
Increase
of investments in financial assets through an increase in
borrowings
|
462
|
601
|
|
Decrease
in borrowings through an increase in trade and other
payables
|
2,654
|
-
|
|
Increase
in investment properties through an increase in trade and other
payables
|
12,397
|
-
|
|
Decrease
in right-of-use assets through a decrease in lease
liabilities
|
5,928
|
-
|
|
Decrease
of investment in financial assets through an increase in trade and
other receivables
|
2,365
|
-
|
|
Decrease
in lease liabilities through an increase in trade and other
payables
|
400
|
-
|
|
Increase
of investment in financial assets through a decrease in derivative
financial instruments
|
34
|
-
|
IRSA Inversiones y Representaciones Sociedad
Anónima
Group’s trade
and other payables as of December 31, 2024 and June 30, 2024 were
as follows:
|
|
|
|
|
Customers´
advances (*)
|
40,996
|
47,035
|
|
Trade
payables
|
17,185
|
11,459
|
|
Accrued
invoices
|
11,206
|
9,429
|
|
Admission
fees (*)
|
34,635
|
35,624
|
|
Other
income to be accrued
|
532
|
573
|
|
Tenant
deposits
|
538
|
585
|
|
Total trade payables
|
105,092
|
104,705
|
|
Taxes
payable
|
12,214
|
6,776
|
|
Other
payables
|
17,449
|
22,981
|
|
Total other payables
|
29,663
|
29,757
|
|
Total trade and other payables
|
134,755
|
134,462
|
|
Non-current
|
48,107
|
46,414
|
|
Current
|
86,648
|
88,048
|
|
Total
|
134,755
|
134,462
|
(*)
Mainly, corresponds to admission rights and rents collected in
advance, which will accrue in an average term of 3 to 5
years.
The
carrying amounts of the Group’s trade and other payables
denominated in foreign currencies are detailed in Note
27.
The
breakdown of the Group’s borrowings as of December 31, 2024
and June 30, 2024 was as follows:
|
|
|
|
|
|
|
|
|
|
|
Non-convertible
notes
|
412,338
|
397,689
|
416,830
|
375,231
|
|
Bank
loans and others
|
11,470
|
7,956
|
11,470
|
7,956
|
|
Bank
overdrafts
|
22,835
|
31,126
|
22,835
|
31,126
|
|
Other
borrowings
|
2,447
|
5,228
|
2,447
|
5,228
|
|
Loans
with non-controlling interests
|
2,197
|
2,260
|
2,197
|
2,260
|
|
Total borrowings
|
451,287
|
444,259
|
455,779
|
421,801
|
|
Non-current
|
224,270
|
224,518
|
|
|
|
Current
|
227,017
|
219,741
|
|
|
|
Total
|
451,287
|
444,259
|
|
|
Local Notes Issuance – Series XXII & XXIII
Notes
On
October 23, 2024, IRSA informed the results of the auction for two
series of notes on the local market for a total amount of USD 67.3
million through the following instruments:
●
Series XXII:
Denominated in dollars for USD 15.8 million, with 5.75% interest
rate and semiannual interests’ payments (except for the first
payment on July 23, 2025, and the last payment at maturity). The
Capital amortization will be 100% at maturity, on October 23, 2027.
The issuance was sold in its entirety to third
parties.
●
Series XXIII:
Denominated in dollars for USD 51.5 million, with 7.25% interest
rate and semiannual interests’ payments (except for the first
payment on July 23, 2025, and the last payment at maturity). The
Capital amortization will be 100% at maturity, on October 23, 2029.
The issuance was sold in its entirety to third
parties.
IRSA Inversiones y Representaciones Sociedad
Anónima
The
table below shows the movements in the Group's provisions
categorized by type:
|
|
|
Investments in associates and joint ventures (ii)
|
|
|
|
Beginning of the period / year
|
29,906
|
18
|
29,924
|
30,437
|
|
Additions
(i)
|
1,897
|
-
|
1,897
|
8,198
|
|
Share
of loss of associates
|
-
|
47
|
47
|
13
|
|
Recovery
(i)
|
(264)
|
(31)
|
(295)
|
(91)
|
|
Used
during the period / year
|
(288)
|
-
|
(288)
|
(745)
|
|
Inflation
adjustment
|
(1,870)
|
-
|
(1,870)
|
(7,888)
|
|
End of the period / year
|
29,381
|
34
|
29,415
|
29,924
|
|
Non-current
|
|
|
25,327
|
25,461
|
|
Current
|
|
|
4,088
|
4,463
|
|
Total
|
|
|
29,415
|
29,924
|
|
|
|
|
|
|
(i) Additions and
recovery of legal claims are included in "Other operating results,
net" in the Statement of Income and Other Comprehensive
Income.
(ii) Corresponds to
investments in Puerto Retiro, a joint venture with negative
equity.
(iii) Includes the
provision for the IDBD demand.
IDBD
The
Group lost control of IDBD on September 25, 2020.
On
September 21, 2020, IDBD filed a lawsuit against Dolphin
Netherlands B.V. (“Dolphin BV”) and IRSA before the
Tel-Aviv Jaffa District Court (civil case no. 29694-09-20). The
amount claimed by IDBD is NIS 140 million, alleging that Dolphin BV
and IRSA breached an alleged legally binding commitment to transfer
to IDBD 2 installments of NIS 70 million. On December 24, 2020, and
following approval by the insolvency court, the IDBD trustee filed
a motion to dismiss the claim, maintaining the right as IDBD
trustee, to file a new inter alia claim in the same matter, after
conduct an investigation into the reasons for IDBD's insolvency. On
December 24, 2020, the court entered a judgment to dismiss the
claim as requested. On October 31, 2021, the Insolvency
Commissioner notified that he did not oppose the motion, and on
that same date, the court affirmed the motion initiated by the
trustee of IDBD.
On
December 26, 2021 IDBD filed the lawsuit against Dolphin BV and
IRSA for the sum of NIS 140 million, plus interest and
costs.
On
January 30, 2023, a copy of the lawsuit was sent to us and we
evaluated the legal defense alternatives for the company's
interests. Throughout the year 2023 and up to the present date, the
legal process has continued as usual, and the Company has responded
to all requests made to it.
On
January 17, 2024, the Court dismissed the request for asset
injunction and seizure on IRSA requested by IDBD. A hearing date
has been set in the file dealing with the appeal of jurisdiction
and the notification of the lawsuit. A hearing date has also been
set in the main claim file, which is currently in the evidentiary
stage.
On
April 9, 2024, the Court rejected the appeal filed by IRSA
regarding the applicable jurisdiction and the form of notification
of the claim, ordering that IRSA and Dolphin pay IDBD the sum of
NIS 25,000 as expenses. The Court's decision was appealed to the
Supreme Court on June 16, 2024 and on June 18, 2024, the Supreme
Court refused to address the issue raised.
IRSA Inversiones y Representaciones Sociedad
Anónima
September 15, 2024
has been set as the deadline for IDBD, IRSA and Dolphin to report
to the Court the status of the documentation exchange process. In
this process, the parties show each other the requested
documentation as part of the evidentiary stage. In a preliminary
hearing the parties discussed document requests and agreed to
attempt to reach a consensus on the facts of the case. In that
hearing, the parties were given until October 2024 to present
witnesses. A list of witnesses has been provided and the parties
are in discussions to agree on certain facts of the case, which
will be documented and submitted to the Court as part of the
evidentiary stage.
The
company is discussing the origin of the claim in terms of its
passive legitimacy and, subsidiarily, refuting the substantive
arguments raised by IDBD. Notwithstanding this, based on the
analysis of the Company's lawyers based on the actions carried out
to date, an accounting provision related to this claim has been
recorded under the applicable accounting standards. As of the
issuance date of these condensed interim financial statements, the
legal process is still ongoing.
The
details of the Group’s income tax, is as
follows:
|
|
|
|
|
Current
income tax
|
(59,088)
|
(13,255)
|
|
Deferred
income tax
|
93,538
|
(99,411)
|
|
Income tax
|
34,450
|
(112,666)
|
|
|
|
|
Below
is a reconciliation between income tax recognized and the amount
which would result from applying the prevailing tax rate on profit
before income tax for the six-month periods ended December 31, 2024
and 2023:
|
|
|
|
|
Loss / (profit) for the period at tax rate applicable in the
respective countries
|
26,105
|
(128,535)
|
|
Permanent differences:
|
|
|
|
Share
of profit of associates and joint ventures
|
9,881
|
11,054
|
|
Provision
of tax loss carry forwards
|
854
|
(971)
|
|
Accounting
Inflation adjustment permanent difference
|
6,703
|
5,050
|
|
Difference
between provision and tax return
|
(4,262)
|
6,801
|
|
Non-taxable
profit, non-deductible expenses and others
|
8,393
|
10,435
|
|
Tax
inflation adjustment permanent difference
|
(13,224)
|
(16,500)
|
|
Income tax
|
34,450
|
(112,666)
|
|
|
|
|
The
gross movement in the deferred income tax account is as
follows:
|
|
|
|
|
Beginning of period / year
|
(671,640)
|
(741,822)
|
|
Deferred
income tax charge
|
93,538
|
70,182
|
|
End of period / year
|
(578,102)
|
(671,640)
|
|
Deferred
income tax assets
|
5,840
|
7,383
|
|
Deferred
income tax liabilities
|
(583,942)
|
(679,023)
|
|
Deferred income tax liabilities, net
|
(578,102)
|
(671,640)
|
|
|
|
|
IRSA Inversiones y Representaciones Sociedad
Anónima
|
|
|
|
|
Base
rent
|
78,329
|
62,254
|
|
Contingent
rent
|
30,447
|
51,763
|
|
Admission
rights
|
11,159
|
10,067
|
|
Parking
fees
|
6,717
|
5,709
|
|
Commissions
|
3,907
|
1,634
|
|
Property
management fees
|
1,084
|
1,031
|
|
Others
|
1,454
|
1,133
|
|
Averaging
of scheduled rent escalation
|
2
|
(345)
|
|
Rentals and services income
|
133,099
|
133,246
|
|
Revenue
from hotels operation and tourism services
|
30,537
|
41,074
|
|
Sale
of trading properties and others
|
5,556
|
8,266
|
|
Total revenues from sales, rentals and services
|
169,192
|
182,586
|
|
Expenses
and collective promotion fund
|
42,949
|
38,350
|
|
Total revenues from expenses and collective promotion
funds
|
42,949
|
38,350
|
|
Total Group’s revenues
|
212,141
|
220,936
|
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.
|
|
|
General and administrative expenses
|
|
|
|
|
Cost
of sale of goods and services
|
9,394
|
-
|
-
|
9,394
|
6,974
|
|
Salaries,
social security costs and other personnel expenses
|
26,294
|
12,309
|
1,296
|
39,899
|
37,743
|
|
Depreciation
and amortization
|
3,409
|
803
|
225
|
4,437
|
3,922
|
|
Fees
and payments for services
|
2,205
|
3,298
|
796
|
6,299
|
8,150
|
|
Maintenance,
security, cleaning, repairs and others
|
22,651
|
2,288
|
34
|
24,973
|
21,758
|
|
Advertising
and other selling expenses
|
9,566
|
25
|
1,685
|
11,276
|
11,859
|
|
Taxes,
rates and contributions
|
4,894
|
1,181
|
5,204
|
11,279
|
11,996
|
|
Director´s
fees (Note 25)
|
-
|
6,993
|
-
|
6,993
|
8,805
|
|
Leases
and service charges
|
1,234
|
289
|
14
|
1,537
|
926
|
|
Allowance
for doubtful accounts, net
|
-
|
-
|
357
|
357
|
112
|
|
Other
expenses
|
1,560
|
1,113
|
77
|
2,750
|
3,063
|
|
Total as of December 31, 2024
|
81,207
|
28,299
|
9,688
|
119,194
|
-
|
|
Total as of December 31, 2023
|
71,331
|
31,509
|
12,468
|
-
|
115,308
|
|
|
|
|
|
|
|
|
|
|
|
|
Inventories
at the beginning of the period
|
25,467
|
29,298
|
|
Purchases
and expenses
|
81,871
|
71,583
|
|
Currency
translation adjustment
|
(1,572)
|
5,179
|
|
Disposals
|
(914)
|
(3,430)
|
|
Inventories
at the end of the period
|
(23,645)
|
(31,299)
|
|
Total costs
|
81,207
|
71,331
|
|
|
|
|
IRSA Inversiones y Representaciones Sociedad
Anónima
The
following table presents the composition of the Group’s
inventories as of December 31, 2024 and June 30, 2024:
|
|
|
|
|
Real
estate
|
22,465
|
24,159
|
|
Others
|
1,180
|
1,308
|
|
Total inventories at the end of the period (*)
|
23,645
|
25,467
|
(*)
Inventories include trading properties and
inventories.
23.
Other operating results,
net
|
|
|
|
|
Donations
|
(445)
|
(409)
|
|
Share
of gain / (loss) from disposal of associates and joint
ventures
|
2,061
|
(1,883)
|
|
Lawsuits
and other contingencies
|
(1,633)
|
(3,666)
|
|
Administration
fees
|
504
|
207
|
|
Interest
and allowances generated by operating credits
|
611
|
1,450
|
|
Loss
from disposal of property, plant and equipment
|
-
|
(3)
|
|
Impairment
of intangible assets
|
(11,849)
|
-
|
|
Others
|
1,093
|
2,784
|
|
Total other operating results, net
|
(9,658)
|
(1,520)
|
|
|
|
|
|
|
|
|
|
Finance
income:
|
|
|
|
-
Interest income
|
1,615
|
10,383
|
|
Total finance income
|
1,615
|
10,383
|
|
Finance
costs:
|
|
|
|
-
Interest expenses
|
(21,575)
|
(27,423)
|
|
-
Other finance costs
|
(3,649)
|
(5,478)
|
|
Total finance costs
|
(25,224)
|
(32,901)
|
|
Other
financial results:
|
|
|
|
-
Fair value gain of financial assets and liabilities at fair value
through profit or loss, net
|
44,789
|
124,127
|
|
-
Exchange rate differences, net
|
21,405
|
(205,898)
|
|
-
Loss from repurchase of non-convertible notes
|
(69)
|
(220)
|
|
-
Gain / (loss) from derivative financial instruments,
net
|
71
|
(1,949)
|
|
-
Other financial results
|
-
|
10,176
|
|
Total other financial results
|
66,196
|
(73,764)
|
|
- Inflation
adjustment
|
6,999
|
67,525
|
|
Total financial results, net
|
49,586
|
(28,757)
|
|
|
|
|
25.
Related party
transactions
The
following is a summary of the balances with related parties as of
December 31, 2024 and June 30, 2024:
|
Item
|
|
|
|
Trade
and other receivables
|
28,610
|
39,161
|
|
Investments
in financial assets
|
4,764
|
5,096
|
|
Borrowings
|
(1,290)
|
(944)
|
|
Trade
and other payables
|
(16,103)
|
(20,819)
|
|
Total
|
15,981
|
22,494
|
IRSA Inversiones y Representaciones Sociedad
Anónima
|
Related party
|
|
|
Description of transaction
|
Item
|
|
New
Lipstick
|
250
|
267
|
Reimbursement
of expenses receivable
|
Trade
and other receivable
|
|
Comparaencasa
Ltd.
|
2,245
|
2,402
|
Other
investments
|
Investments
in financial assets
|
|
|
298
|
302
|
Loans
granted
|
Trade
and other receivable
|
|
Banco
Hipotecario S.A.
|
44
|
46
|
Leases
and/or rights of use receivable
|
Trade
and other receivable
|
|
|
-
|
5,731
|
Dividends
receivable
|
Trade
and other receivable
|
|
La
Rural S.A.
|
2,077
|
1,666
|
Canon
|
Trade
and other receivable
|
|
|
(1)
|
(2)
|
Others
|
Trade
and other payables
|
|
|
4
|
19
|
Others
|
Trade
and other receivable
|
|
|
(1)
|
-
|
Leases
and/or rights of use payable
|
Trade
and other payables
|
|
Other
associates and joint ventures (1)
|
(999)
|
(633)
|
Loans
obtained
|
Borrowings
|
|
|
4
|
35
|
Management
Fee
|
Trade
and other receivable
|
|
|
(29)
|
(25)
|
Others
|
Trade
and other payables
|
|
|
11
|
13
|
Others
|
Trade
and other receivable
|
|
|
1
|
1
|
Share
based payments
|
Trade
and other receivable
|
|
|
13
|
12
|
Loans
granted
|
Trade
and other receivable
|
|
Total associates and joint ventures
|
3,917
|
9,834
|
|
|
|
Cresud
|
-
|
675
|
Reimbursement
of expenses receivable
|
Trade
and other receivable
|
|
|
(874)
|
(2,569)
|
Corporate
services payable
|
Trade
and other payables
|
|
|
482
|
514
|
Non-convertible
notes
|
Investments
in financial assets
|
|
|
(3)
|
(4)
|
Share
based payments
|
Trade
and other payables
|
|
Total parent company
|
(395)
|
(1,384)
|
|
|
|
Futuros
y Opciones S.A.
|
6
|
6
|
Others
|
Trade
and other receivable
|
|
Helmir
S.A.
|
(291)
|
(311)
|
Non-convertible
notes
|
Borrowings
|
|
Total subsidiaries of parent company
|
(285)
|
(305)
|
|
|
|
Directors
|
(4,556)
|
(6,764)
|
Fees
for services received
|
Trade
and other payables
|
|
|
14
|
10
|
Reimbursement
of expenses receivable
|
Trade
and other receivable
|
|
Galerias
Pacifico
|
-
|
3,936
|
Loans
granted
|
Trade
and other receivable
|
|
|
1
|
4
|
Others
|
Trade
and other receivable
|
|
Sutton
|
5,190
|
4,923
|
Loans
granted
|
Trade
and other receivable
|
|
|
(91)
|
(93)
|
Others
|
Trade
and other payables
|
|
Rundel
Global LTD
|
2,037
|
2,180
|
Other
investments
|
Investments
in financial assets
|
|
Yad
Levim LTD
|
20,597
|
21,407
|
Loans
granted
|
Trade
and other receivable
|
|
Sociedad
Rural Argentina S.A.
|
(10,414)
|
(11,161)
|
Others
|
Trade
and other payables
|
|
Others
|
(89)
|
(57)
|
Leases
and/or rights of use receivable
|
Trade
and other payables
|
|
|
60
|
38
|
Others
|
Trade
and other receivable
|
|
|
(45)
|
(144)
|
Others
|
Trade
and other payables
|
|
|
40
|
70
|
Reimbursement
of expenses receivable
|
Trade
and other receivable
|
|
Total directors and others
|
12,744
|
14,349
|
|
|
|
Total at the end of the period / year
|
15,981
|
22,494
|
|
|
(1)
Includes Avenida
Compras S.A., Avenida Inc., BHN Vida S.A., Puerto Retiro S.A.,
Cyrsa S.A. (in liquidation) and Nuevo Puerto Santa Fe
S.A.
IRSA Inversiones y Representaciones Sociedad
Anónima
The following is a summary of the results with related parties for
the six-month periods ended December 31, 2024 and
2023:
|
Related party
|
|
|
Description of transaction
|
|
BHN
Vida S.A
|
-
|
(252)
|
Leases
and/or rights of use
|
|
BHN
Seguros Generales S.A.
|
-
|
(86)
|
Leases
and/or rights of use
|
|
Comparaencasa
Ltd.
|
(143)
|
2,236
|
Financial
operations
|
|
Other
associates and joint ventures (1)
|
37
|
(179)
|
Financial
operations
|
|
|
(5)
|
44
|
Leases
and/or rights of use
|
|
|
267
|
170
|
Corporate
services
|
|
Total associates and joint ventures
|
156
|
1,933
|
|
|
Cresud
|
327
|
47
|
Leases
and/or rights of use
|
|
|
(5,419)
|
(6,245)
|
Corporate
services
|
|
|
(14)
|
231
|
Financial
operations
|
|
Total parent company
|
(5,106)
|
(5,967)
|
|
|
Helmir
S.A.
|
(1)
|
(364)
|
Financial
operations
|
|
Total subsidiaries of parent company
|
(1)
|
(364)
|
|
|
Directors
|
(6,993)
|
(8,805)
|
Fees
and remunerations
|
|
Senior
Management
|
(488)
|
(464)
|
Fees
and remunerations
|
|
Rundel
Globa LTD
|
-
|
3,665
|
Financial
operations
|
|
Yad
Leviim LTD
|
611
|
527
|
Financial
operations
|
|
Sociedad
Rural Argentina S.A.
|
1,097
|
(379)
|
Financial
operations
|
|
Others
|
50
|
35
|
Corporate
services
|
|
|
(110)
|
(72)
|
Leases
and/or rights of use
|
|
|
(478)
|
3,221
|
Financial
operations
|
|
|
(376)
|
(246)
|
Donations
|
|
|
(552)
|
(664)
|
Fees
and remuneration
|
|
|
(305)
|
(359)
|
Legal
services
|
|
Total others
|
(7,544)
|
(3,541)
|
|
|
Total at the end of the period
|
(12,495)
|
(7,939)
|
|
(1)
Includes Avenida Inc., Banco
Hipotecario S.A., Cyrsa S.A. (in liquidation), BHN Sociedad de
Inversión S.A., La Rural S.A. and Nuevo Puerto Santa Fe
S.A.
The
following is a summary of the transactions with related parties for
the six-month periods ended December 31, 2024 and
2023:
|
Related party
|
|
|
Description of the operation
|
|
Banco
Hipotecario S.A.
|
(2,831)
|
-
|
Sale
of shares
|
|
GCDI
|
-
|
(48)
|
Sale
of shares
|
|
Quality
Invest S.A.
|
-
|
(31,445)
|
Sale
of shares
|
|
Total sale of shares
|
(2,831)
|
(31,493)
|
|
|
Puerto
Retiro S.A.
|
(31)
|
-
|
Irrevocable
contributions
|
|
Total irrevocable contributions
|
(31)
|
-
|
|
|
Cresud
|
(49,610)
|
(107,019)
|
Dividend
distributed
|
|
Helmir
S.A.
|
(2,803)
|
(5,728)
|
Dividend
distributed
|
|
Total dividends distributed
|
(52,413)
|
(112,747)
|
|
|
La
Rural S.A.
|
2,054
|
-
|
Dividends
received
|
|
Nuevo
Puerto Santa Fe S.A.
|
336
|
534
|
Dividends
received
|
|
Total dividends received
|
2,390
|
534
|
|
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 - Property, plant and equipment
|
Note 8
Investment properties and Note 9 Property, plant and
equipment
|
|
Exhibit
B - Intangible assets
|
Note 11
Intangible assets
|
|
Exhibit
C - Investment in associates
|
Note 7
Investments in associates and joint ventures
|
|
Exhibit
D - Other investments
|
Note 13
Financial instruments by category
|
|
Exhibit
E - Provisions and allowances
|
Note 14
Trade and other receivables and Note 18 Provisions
|
|
Exhibit
F - Cost of sales and services provided
|
Note 22
Costs
|
|
Exhibit
G - Foreign currency assets and liabilities
|
Note 27
Foreign currency assets and liabilities
|
27.
Foreign currency assets and
liabilities
Book
amounts of foreign currency assets and liabilities are as
follows:
|
Item / Currency (1)
|
|
|
|
|
|
Assets
|
|
|
|
|
|
Trade and other receivables
|
|
|
|
|
|
US
Dollar
|
30.88
|
1,029.00
|
31,780
|
29,004
|
|
Euros
|
0.01
|
1,068.62
|
11
|
12
|
|
Uruguayan
pesos
|
0.17
|
23.63
|
4
|
-
|
|
Receivables with related parties:
|
|
|
|
|
|
US
Dollar
|
20.55
|
1,032.00
|
21,205
|
22,038
|
|
Total trade and other receivables
|
|
|
53,000
|
51,054
|
|
Investments in financial assets
|
|
|
|
|
|
US
Dollar
|
95.79
|
1,029.00
|
98,563
|
102,350
|
|
Pounds
|
0.73
|
1,290.37
|
943
|
978
|
|
New
Israel Shekel
|
5.31
|
283.27
|
1,503
|
1,130
|
|
Investments with related parties:
|
|
|
|
|
|
US
Dollar
|
2.64
|
1,032.00
|
2,727
|
2,917
|
|
Total investments in financial assets
|
|
|
103,736
|
107,375
|
|
Derivative financial instruments
|
|
|
|
|
|
US
Dollar
|
-
|
1,029.00
|
1
|
-
|
|
Total Derivative financial instruments
|
|
|
1
|
-
|
|
Cash and cash equivalents
|
|
|
|
|
|
US
Dollar
|
25.62
|
1,029.00
|
26,359
|
21,902
|
|
Uruguayan
pesos
|
0.04
|
23.63
|
1
|
15
|
|
Pounds
|
-
|
1,290.37
|
3
|
2
|
|
Euros
|
0.01
|
1,068.62
|
10
|
5
|
|
New
Israel Shekel
|
-
|
283.27
|
1
|
1
|
|
Brazilian
Reais
|
0.01
|
170.75
|
1
|
-
|
|
Total cash and cash equivalents
|
|
|
26,375
|
21,925
|
|
Total Assets
|
|
|
183,112
|
180,354
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
Trade and other payables
|
|
|
|
|
|
US
Dollar
|
26.86
|
1,032.00
|
27,723
|
19,977
|
|
Uruguayan
pesos
|
0.63
|
23.63
|
15
|
36
|
|
Payables to related parties:
|
|
|
|
|
|
US
Dollar
|
10.06
|
1,032.00
|
10,377
|
11,058
|
|
Total Trade and other payables
|
|
|
38,115
|
31,071
|
|
Borrowings
|
|
|
|
|
|
US
Dollar
|
361.23
|
1,032.00
|
372,791
|
351,644
|
|
Borrowings with related parties
|
|
|
|
|
|
US
Dollar
|
1.23
|
1,032.00
|
1,270
|
919
|
|
Total Borrowings
|
|
|
374,061
|
352,563
|
|
Derivative financial instruments
|
|
|
|
|
|
US
Dollar
|
0.01
|
1,032.00
|
6
|
5
|
|
Total derivative financial instruments
|
|
|
6
|
5
|
|
Lease liabilities
|
|
|
|
|
|
US
Dollar
|
3.97
|
1,032.00
|
4,095
|
13,142
|
|
Total lease liabilities
|
|
|
4,095
|
13,142
|
|
Provisions
|
|
|
|
|
|
New
Israel Shekel
|
86.18
|
283.27
|
24,411
|
24,607
|
|
Total Provisions
|
|
|
24,411
|
24,607
|
|
Total Liabilities
|
|
|
440,688
|
421,388
|
(1) Considering
foreign currencies as those that differ from each Group’s
subsidiaries functional currency at each
period/year-end.
(2) Exchange rates as
of December 31, 2024 according to Banco de la Nación Argentina
and Central Bank of the Argentine Republic.
IRSA Inversiones y Representaciones Sociedad
Anónima
28.
Other relevant events of the
period
Shares Buyback Program – New program
On
July 11, 2024, the Board of Directors of IRSA approved a new
program for the buyback program of shares issued by the Company and
established the terms and conditions for the acquisition of
treasury shares issued by the Company, under the terms of Article
64. of Law No. 26,831 and the CNV regulations, for up to a maximum
amount of ARS 15,000 million and up to 10% of the share capital, up
to a daily limit of up to 25% of the average volume of daily
transactions that the shares have experienced of the Company,
jointly in the markets it is listed, during the previous 90
business days, and up to a maximum price of USD 11 per GDS and ARS
1,550 per share. Likewise, the repurchase period was set at up to
180 days, beginning the day following the date of publication of
the information in the Daily Bulletin of the Buenos Aires Stock
Exchange.
On
September 12, 2024, we completed the share buyback program, having
acquired 11,541,885 common shares, representing approximately
99.93% of the approved program and 1.56% of the capital stock of
IRSA.
General Ordinary and Extraordinary Shareholders’ Meeting -
IRSA
On
October 28, 2024, the General Ordinary and Extraordinary
Shareholders’ Meeting was held, where it was resolved to
distribute a dividend to shareholders in proportion to their
shareholdings, payable in cash for the sum of ARS 90,000 million.
These were paid fully as of the date of these consolidated
financial statements. The amounts are expressed in currency defined
as approved by the Ordinary and Extraordinary Shareholders'
Meeting.
Likewise, it was
approved to distribute the amount of 25,700,000 treasury shares in
the portfolio of nominal value ARS 10, derived from the share
repurchase programs, to the shareholders in proportion to their
shareholdings, and the request for the issuance and public offer of
complementary common shares to those authorized by the CNV on
February 8, 2021, within the agreement of the share capital
increase by subscription of shares approved by the
Shareholders´ Meeting held on October 30, 2019 and the Board
of Directors on January 20, 2021 for a total of 80,000,000 common
shares of par value ARS 1 (currently par value ARS 10) and with the
right to one vote per share and 80,000,000 options with the right
to receive common shares.
Change in Warrants terms and conditions
On
November 8, 2024, the Company announced that the terms and
conditions of the outstanding options (warrants) to subscribe for
the Company’s ordinary shares had been modified because of
the cash dividend payment and the allocation of treasury shares to
its shareholders carried out by the Company on November 5, 2024.
Below are the terms that have been modified:
●
Number of shares to be issued per warrant:
Pre-dividend ratio: 1.3070 (nominal value ARS 10). Post-dividend
ratio: 1.4818 (nominal value ARS 10).
●
Exercise price per new share to be issued:
Pre-dividend price: USD 0.3307 (nominal value ARS 10).
Post-dividend price: USD 0.2917 (nominal value ARS
10).
The
other terms and conditions of the warrants remain the
same.
Warrants exercise
During
the six-month period ended December 31, 2024, certain warrant
holders exercised their right to purchase additional shares. For
this reason, USD 2.2 million was received, for converted warrants
of 5,105,682 and a total of 6,838,745 common shares of the Company
with a nominal value of ARS 10 were issued.
IRSA Inversiones y Representaciones Sociedad
Anónima
Sale of lots – "Ramblas del Plata"
On
January 27, 2025, IRSA signed two sales agreements with a local
developer for the first stage of the "Ramblas del Plata" project,
located in Puerto Madero Sur.
The
first stage consists of 14 lots covering 126,000 square meters,
representing 18% of the project's total sellable area. The
transaction involves two lots with a combined total area of 10,525
square meters and an estimated total sellable area of 40,000 square
meters.
The
total price of both transactions was approximately USD 23.4
million, with 30% paid upon signing the agreement. The remaining
balance of approximately USD 16.4 million will be paid upon signing
the deeds and transferring possession.
Commercialization progress – "Ramblas del Plata"
On
February 28, 2025, we informed that we have signed barter
agreements with various developers for five lots of the first stage
of the “Ramblas del Plata” project, located in South
Puerto Madero.
The
first stage comprises 14 lots with 126,000 square meters,
representing 18% of the total saleable area of the project. The
swapped lots cover an area of 9,942 square meters, with an
estimated total saleable area of 31,102 square meters.
The
total transaction value amounts to approximately USD 24.1 million,
which will be paid to IRSA through an upfront cash payment and
saleable square meters to be received in the future.
The
Company will continue infrastructure works on the “Ramblas
del Plata” plot while advancing with the signing of
agreements for the commercialization of the first stage of the
project.
Warrants exercise
On
March 6, 2025, we informed that between February 17, 2025, and
February 25, 2025, certain holders of warrants had exercised their
right to acquire additional shares. Therefore, a total of 9,401,756
common shares of the Company were issued, with a face value of ARS
10. As a result of the exercise, the Company collected USD 2,8
million.