Irsa Investments & Representations Inc 6-K, filed Nov 30, 2021
Irsa Investments & Representations Inc (IRS)
About this 6-K
Irsa Investments & Representations Inc filed this 6-K on November 30, 2021.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15b-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of November, 2021
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)
Republic of Argentina
(Jurisdiction of incorporation or organization)
Carlos Della Paolera 261, 9th Floor
(C1001ADA)
Buenos Aires, Argentina
(Address of principal executive offices)
Form 20-F ⌧ Form 40-F ☐
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ☐ No x
IRSA INVERSIONES Y REPRESENTACIONES SOCIEDAD ANÓNIMA
(THE “COMPANY”)
REPORT ON FORM 6-K
INCORPORATION BY REFERENCE
This report on Form 6-K shall be deemed to be incorporated by reference into the Registration Statement on Form F-4 (File No. 333-260383) of IRSA Inversiones y Representaciones Sociedad Anónima, as such Registration Statement may be amended from time to time, and to be a part thereof from the date of this report on Form 6-K.
This Form 6-K for IRSA Inversiones y Representaciones Sociedad Anónima contains:
Exhibit
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Buenos Aires, Argentina.
| IRSA Inversiones y Representaciones Sociedad<br>Anónima | ||
|---|---|---|
| November 30, 2021 | By: | /s/ Saúl<br>Zang |
| Saúl<br>Zang | ||
| Responsible for the<br>Relationship with the Markets |
a6kirsa
IRSA Inversiones y Representaciones Sociedad Anónima
Unaudited Condensed Interim Consolidated Financial Statements as of September 30, 2021 and for the three-month period ended as of that date, presented comparatively
Legal information
Denomination: IRSA Inversiones y Representaciones Sociedad Anónima.
Fiscal year N°: 79, beginning on July 1st, 2021.
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 December 12, 2019 and registered in the Superintendence on October 13,2020 with the number 9896, Book 1200 Volume – of Joint Stock Companies.
Expiration of the Company’s by-laws: April 5, 2043.
Registration number with the Superintendence: 213,036.
Capital: 658,707,201 shares.
Common Stock subscribed, issued and paid up nominal value (in millions of ARS): 659.
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: Real estate, agricultural, commercial and financial activities.
Direct and indirect interest of the Parent Company on the capital stock: 408,746,837 common shares.
Percentage of votes of the Parent Company (direct and indirect interest) on the shareholders’ equity: 62.22% (1).
| Type of<br>stock | CAPITAL STATUS | |
|---|---|---|
| Shares<br>authorized for Public Offering (2) | Subscribed,<br>issued and paid up nominal value<br><br><br>(in<br>millions of Pesos) | |
| Common<br>stock with a face value of ARS 1 per share and entitled to 1 vote<br>each | 658,707,201 | 659 |
(1) For computation purposes, treasury shares have been subtracted.
(2) Company not included in the Optional Statutory System of Public Offer of Compulsory Acquisition.
Index
| Glossary | 1 |
|---|---|
| Unaudited<br>Condensed Interim Consolidated Statements of Financial<br>Position | 2 |
| Unaudited<br>Condensed Interim Consolidated Statements of Income and Other<br>Comprehensive Income | 3 |
| Unaudited<br>Condensed Interim Consolidated Statements of Changes in<br>Shareholders’ Equity | 4 |
| Unaudited<br>Condensed Interim Consolidated Statements of Cash<br>Flows | 6 |
| Notes<br>to the Unaudited Condensed Interim Consolidated Financial<br>Statements: | |
| Note 1<br>– The Group’s business and general<br>information | 7 |
| Note 2<br>– Summary of significant accounting<br>policies | 7 |
| Note 3<br>– Seasonal effects on operations | 8 |
| Note 4<br>– Acquisitions and disposals | 8 |
| Note 5<br>– Financial risk management and fair value<br>estimates | 10 |
| Note 6<br>– Segment information | 10 |
| Note 7<br>– Investments in associates and joint<br>ventures | 12 |
| Note 8<br>– Investment properties | 13 |
| Note 9<br>– Property, plant and equipment | 15 |
| Note 10<br>– Trading properties | 15 |
| Note 11<br>– Intangible assets | 16 |
| Note 12<br>– Right-of-use assets | 16 |
| Note 13<br>– Financial instruments by category | 17 |
| Note 14<br>– Trade and other receivables | 19 |
| Note 15<br>– Cash flow information | 19 |
| Note 16<br>– Trade and other payables | 20 |
| Note 17<br>– Borrowings | 20 |
| Note 18<br>– Provisions | 21 |
| Note 19<br>– Taxes | 21 |
| Note 20<br>– Revenues | 22 |
| Note 21<br>– Expenses by nature | 22 |
| Note 22<br>– Cost of goods sold and services provided | 23 |
| Note 23<br>– Other operating results, net | 23 |
| Note 24<br>– Financial results, net | 23 |
| Note 25<br>– Related party transactions | 24 |
| Note 26<br>– CNV General Resolution N° 622 | 26 |
| Note 27<br>– Foreign currency assets and liabilities | 26 |
| Note 28<br>– Results from discontinued operations | 27 |
| Note 29<br>– Other significant events of the period | 27 |
| Note 30<br>– Subsequent Events | 29 |
Glossary
The following are not technical definitions, but help the reader to understand certain terms used in the wording of the notes to the Group´s Financial Statements.
| Terms | Definitions |
|---|---|
| BACS | Banco<br>de Crédito y Securitización S.A. |
| BHSA | Banco<br>Hipotecario S.A. |
| Clal | Clal<br>Holdings Insurance Enterprises Ltd. |
| CNV | Securities<br>Exchange Commission |
| CPF | Collective<br>Promotion Funds |
| Condor | Condor<br>Hospitality Trust Inc. |
| Cresud | Cresud<br>S.A.C.I.F. y A. |
| DIC | Discount<br>Investment Corporation Ltd. |
| Efanur | Efanur<br>S.A. |
| Financial<br>Statements | Unaudited<br>Condensed Interim Consolidated Financial Statements |
| Annual<br>Financial Statements | Consolidated<br>Financial Statements as of June 30, 2019 |
| HASAU | Hoteles<br>Argentinos S.A.U. |
| IAS | International<br>Accounting Standards |
| IASB | International<br>Accounting Standards Board |
| IDBD | IDB<br>Development Corporation Ltd. |
| IFRS | International<br>Financial Reporting Standards |
| IRSA,<br>The Company”, “Us”, “We” | IRSA<br>Inversiones y Representaciones Sociedad Anónima |
| IRSA<br>CP | IRSA<br>Propiedades Comerciales S.A. |
| MPIT | Minimum<br>presumed income tax |
| NCN | Non-convertible<br>notes |
| New<br>Lipstick | New<br>Lipstick LLC |
| NIS | New<br>Israeli Shekel |
| Quality | Quality<br>Invest S.A. |
| Shufersal | Shufersal<br>Ltd. |
| TGLT | TGLT<br>S.A. |
| Tyrus | Tyrus<br>S.A. |
1
IRSA Inversiones y Representaciones Sociedad Anónima
Unaudited Condensed Interim Consolidated Statements of Financial Position
as of September 30, 2021 and June 30, 2021
(All amounts in millions, except otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
| Note | 09.30.2021 | 06.30.2021 | |
|---|---|---|---|
| ASSETS | |||
| Non-current assets | |||
| Investment<br>properties | 8 | 193,895 | 200,154 |
| Property,<br>plant and equipment | 9 | 4,521 | 4,531 |
| Trading<br>properties | 10,<br>22 | 1,803 | 1,797 |
| Intangible<br>assets | 11 | 2,480 | 2,623 |
| Right-of-use<br>assets | 12 | 871 | 886 |
| Investments<br>in associates and joint ventures | 7 | 13,616 | 13,294 |
| Deferred<br>income tax assets | 19 | 560 | 487 |
| Income<br>tax and MPIT credit | 28 | 33 | |
| Trade<br>and other receivables | 14 | 3,339 | 3,111 |
| Investments<br>in financial assets | 13 | 683 | 1,331 |
| Total non-current assets | 221,796 | 228,247 | |
| Current assets | |||
| Trading<br>properties | 10,<br>22 | 125 | 125 |
| Inventories | 22 | 76 | 79 |
| Income<br>tax and MPIT credit | 153 | 180 | |
| Trade<br>and other receivables | 14 | 9,302 | 9,262 |
| Investments<br>in financial assets | 13 | 3,499 | 3,460 |
| Cash<br>and cash equivalents | 13 | 2,153 | 2,110 |
| Total current assets | 15,308 | 15,216 | |
| TOTAL ASSETS | 237,104 | 243,463 | |
| SHAREHOLDERS’ EQUITY | |||
| Shareholders'<br>equity attributable to equity holders of the parent (according to<br>corresponding statement) | 66,801 | 67,572 | |
| Non-controlling<br>interest | 22,423 | 22,831 | |
| TOTAL SHAREHOLDERS’ EQUITY | 89,224 | 90,403 | |
| LIABILITIES | |||
| Non-current liabilities | |||
| Borrowings | 17 | 51,226 | 51,061 |
| Lease<br>liabilities | 830 | 932 | |
| Deferred<br>income tax liabilities | 19 | 71,311 | 75,130 |
| Trade<br>and other payables | 16 | 1,702 | 1,516 |
| Income<br>tax and MPIT liabilities | 1,367 | - | |
| Provisions | 18 | 101 | 125 |
| Derivative<br>financial instruments | 13 | 4 | 10 |
| Salaries<br>and social security liabilities | 88 | 94 | |
| Total non-current liabilities | 126,629 | 128,868 | |
| Current liabilities | |||
| Trade<br>and other payables | 16 | 5,752 | 5,577 |
| Borrowings | 17 | 13,856 | 16,839 |
| Lease<br>liabilities | 114 | 59 | |
| Provisions | 18 | 147 | 161 |
| Salaries<br>and social security liabilities | 400 | 476 | |
| Income<br>tax and MPIT liabilities | 941 | 1,028 | |
| Derivative<br>financial instruments | 13 | 41 | 52 |
| Total current liabilities | 21,251 | 24,192 | |
| TOTAL LIABILITIES | 147,880 | 153,060 | |
| TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES | 237,104 | 243,463 |
The accompanying notes are an integral part of these Unaudited Condensed Interim Consolidated Financial Statements.
| Company Name IRSA Inversiones y<br>Representaaciones Sociedad Anónima | |
|---|---|
| By: | /s/ Saúl<br>Zang |
| Name Saúl<br>Zang | |
| Title<br>Vicepresident I |
2
IRSA Inversiones y Representaciones Sociedad Anónima
Unaudited Condensed Interim Consolidated Statements of Income and Other Comprehensive Income
for the three-month period ended September 30, 2021 and 2020
(All amounts in millions, except otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
| Three months | |||
|---|---|---|---|
| Note | 09.30.2021 | 09.30.2020 | |
| Revenues | 20 | 4,382 | 2,453 |
| Costs | 21,<br>22 | (1,754) | (1,673) |
| Gross profit | 2,628 | 780 | |
| Net<br>(loss) / gain from fair value adjustment of investment<br>properties | 8 | (6,494) | 36,728 |
| General<br>and administrative expenses | 21 | (737) | (982) |
| Selling<br>expenses | 21 | (338) | (686) |
| Other<br>operating results, net | 23 | 252 | 16 |
| (Loss) / profit from operations | (4,689) | 35,856 | |
| Share<br>of (loss) / profit of associates and joint ventures | 7 | (155) | 225 |
| (Loss) / income before financial results and income<br>tax | (4,844) | 36,081 | |
| Finance<br>income | 24 | 62 | 86 |
| Finance<br>costs | 24 | (2,004) | (2,429) |
| Other<br>financial results | 24 | 2,966 | 952 |
| Inflation<br>adjustment | 24 | 340 | (89) |
| Financial results, net | 1,364 | (1,480) | |
| (Loss) / profit before income tax | (3,480) | 34,601 | |
| Income<br>tax | 19 | 2,466 | (12,133) |
| (Loss) / profit for the period from continuing<br>operations | (1,014) | 22,468 | |
| Loss<br>for the period from discontinued operations | 28 | - | (9,752) |
| (Loss) / profit for the period | (1,014) | 12,716 | |
| Other comprehensive income: | |||
| Items that may be reclassified subsequently to profit or<br>loss: | |||
| Currency<br>translation adjustment | (164) | (720) | |
| Other comprehensive (loss) / income for the period from continuing<br>operations | (164) | (720) | |
| Other<br>comprehensive income for the period from discontinued<br>operations | - | (12,503) | |
| Total other comprehensive loss for the period | (164) | (13,223) | |
| Total comprehensive loss for the period | (1,178) | (507) | |
| Total<br>comprehensive (loss) / income from continuing<br>operations | (1,178) | 21,748 | |
| Total<br>comprehensive income from discontinued operations | - | (22,255) | |
| Total comprehensive loss for the period | (1,178) | (507) | |
| (Loss) / profit for the period attributable to: | |||
| Equity<br>holders of the parent | (600) | 10,086 | |
| Non-controlling<br>interest | (414) | 2,630 | |
| Profit / (loss) from continuing operations attributable<br>to: | |||
| Equity<br>holders of the parent | (600) | 17,788 | |
| Non-controlling<br>interest | (414) | 4,680 | |
| Total comprehensive (Loss) / income attributable to: | |||
| Equity<br>holders of the parent | (762) | 4,443 | |
| Non-controlling<br>interest | (416) | (4,950) | |
| Total comprehensive (Loss) / income from continuing operations<br>attributable to: | |||
| Equity<br>holders of the parent | (762) | 18,257 | |
| Non-controlling<br>interest | (416) | 3,491 | |
| (Loss) / profit per share attributable to equity holders of the<br>parent: (i) | |||
| Basic | (0.91) | 17.53 | |
| Diluted | (0.91) | 17.48 | |
| (Loss) / profit per share from continuing operations attributable<br>to equity holders of the parent: (i) | |||
| Basic | (0.91) | 30.92 | |
| Diluted | (0.91) | 30.83 |
(i) The loss/profit per share have been calculated using 656,700,315 shares at 09.30.21 and 575,377,891 at 09.30.20. If 656,700,315 shares had been used for the calculation, the result per share would be ARS 15.36 for 09.30.20. See note 17 to the Annual Financial Statements.
The accompanying notes are an integral part of these Unaudited Condensed Interim Consolidated Financial Statements.
| Company Name IRSA Inversiones y<br>Representaaciones Sociedad Anónima | |
|---|---|
| By: | /s/ Saúl<br>Zang |
| Name Saúl<br>Zang | |
| Title<br>Vicepresident I |
3
IRSA Inversiones y Representaciones Sociedad Anónima
Unaudited Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity
for the three-month period ended September 30, 2021
(All amounts in millions, except otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
| Attributable to equity holders of the parent | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Share capital | Treasury shares | Inflation adjustment of share capital and treasury shares<br>(i) | Warrants (iii) | Share premium | Additional paid-in capital from treasury shares | Legal reserve | Special reserve Resolution CNV 609/12 (ii) | Other reserves (iv) | Accumulated deficit | Subtotal | Non-controlling interest | Total Shareholders’ equity | |
| Balance as of July 1, 2021 | 657 | 2 | 22,596 | 1,944 | 26,347 | 162 | 1,752 | 15,432 | 29,827 | (31,147) | 67,572 | 22,831 | 90,403 |
| Loss<br>for the period | - | - | - | - | - | - | - | - | - | (600) | (600) | (414) | (1,014) |
| Other<br>comprehensive loss for the period | - | - | - | - | - | - | - | - | (162) | - | (162) | (2) | (164) |
| Total (loss) and other comprehensive (loss) for the<br>period | - | - | - | - | - | - | - | - | (162) | (600) | (762) | (416) | (1,178) |
| Warrants<br>exercise (iii) | - | - | - | (1) | 3 | - | - | - | - | - | 2 | - | 2 |
| Capitalisation<br>of irrevocable contributions | - | - | - | - | - | - | - | - | - | - | - | 8 | 8 |
| Other<br>changes in equity | - | - | - | - | - | - | - | - | (9) | - | (9) | - | (9) |
| Changes<br>in non-controlling interest | - | - | - | - | - | - | - | - | (2) | - | (2) | - | (2) |
| Balance as of September 30, 2021 | 657 | 2 | 22,596 | 1,943 | 26,350 | 162 | 1,752 | 15,432 | 29,654 | (31,747) | 66,801 | 22,423 | 89,224 |
(i) Includes ARS 1 of Inflation adjustment of treasury shares. See Note 17 to the Annual Financial Statements.
(ii) Related to CNV General Resolution N° 609/12.
(iii) Between September 17,2021 and September 25,2021, 30,741 warrants were exercised so the equivalent in shares was issued.
(iv) Group´s other reserves for the period ended September 30, 2021 are comprised as follows:
| Cost of treasury stock | Changes in non-controlling interest | Reserve for share-based payments | Reserve for future dividends | Currency translation adjustment reserve | Hedging instruments | Special reserve | Reserve for defined contribution plans | Revaluation surplus | Total Other reserves | |
|---|---|---|---|---|---|---|---|---|---|---|
| Balance as of July 1, 2021 | (279) | (9,204) | 315 | 2,778 | 707 | (705) | 34,435 | 139 | 1,641 | 29,827 |
| Other<br>comprehensive loss for the period | - | - | - | - | (162) | - | - | - | - | (162) |
| Total comprehensive loss for the period | - | - | - | - | (162) | - | - | - | - | (162) |
| Changes<br>in non-controlling interest | - | (2) | - | - | - | - | - | - | - | (2) |
| Other<br>changes in equity | - | - | - | - | (9) | - | - | - | - | (9) |
| Balance as of September 30, 2021 | (279) | (9,206) | 315 | 2,778 | 536 | (705) | 34,435 | 139 | 1,641 | 29,654 |
There are no cumulative unpaid dividends on preferred shares.
The accompanying notes are an integral part of these Unaudited Condensed Interim Consolidated Financial Statements.
| Company Name IRSA Inversiones y<br>Representaaciones Sociedad Anónima | |
|---|---|
| By: | /s/ Saúl<br>Zang |
| Name Saúl<br>Zang | |
| Title<br>Vicepresident I |
4
Unaudited Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity
for the three-month period ended September 30, 2021
(All amounts in millions, except otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
| Attributable to equity holders of the parent | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Share capital | Treasury shares | Inflation adjustment of share capital and treasury shares<br>(i) | Share premium | Additional paid-in capital from treasury shares | Legal reserve | Special reserve Resolution CNV 609/12 (ii) | Other reserves (iii) | Retained earnings | Subtotal | Non-controlling interest | Total Shareholders’ equity | |
| Balance as of July 1, 2020 | 575 | 2 | 22,586 | 23,866 | 156 | 796 | 15,436 | 9,674 | 20,679 | 93,770 | 107,559 | 201,329 |
| Profit<br>for the period | - | - | - | - | - | - | - | - | 10,086 | 10,086 | 2,630 | 12,716 |
| Other<br>comprehensive loss for the period | - | - | - | - | - | - | - | (5,643) | - | (5,643) | (7,580) | (13,223) |
| Total profit and other comprehensive loss for the<br>period | - | - | - | - | - | - | - | (5,643) | 10,086 | 4,443 | (4,950) | (507) |
| Capitalisation<br>of irrevocable contributions | - | - | - | - | - | - | - | - | - | - | 6 | 6 |
| Dividend<br>distribution | - | - | - | - | - | - | - | - | - | - | (30) | (30) |
| Other<br>changes in equity | - | - | - | - | - | - | - | 9,035 | - | 9,035 | (66,852) | (57,817) |
| Reserve<br>for share-based payments | - | - | - | - | 3 | - | - | (3) | - | - | - | - |
| Changes<br>in non-controlling interest | - | - | - | - | - | - | - | 53 | - | 53 | (108) | (55) |
| Balance as of September 30, 2020 | 575 | 2 | 22,586 | 23,866 | 159 | 796 | 15,436 | 13,116 | 30,765 | 107,301 | 35,625 | 142,926 |
(i) Includes ARS 1 of Inflation adjustment of treasury shares. See Note 16 to the Annual Financial Statements.
(ii) Related to CNV General Resolution N° 609/12.
(iii) Group’s other reserves for the period ended September 30, 2020 are comprised as follows:
| Cost of treasury stock | Changes in non-controlling interest | Reserve for share-based payments | Reserve for future dividends | Currency translation adjustment reserve | Hedging instruments | Reserve for defined contribution plans | Special reserve | Other reserves from subsidiaries | Revaluation surplus | Total Other reserves | |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance as of July 1, 2020 | (282) | (8,650) | 323 | 2,778 | (1,195) | (601) | (643) | 17,062 | 175 | 707 | 9,674 |
| Other<br>comprehensive loss for the period | - | - | - | - | (5,300) | (119) | (224) | - | - | - | (5,643) |
| Total comprehensive loss for the period | - | - | - | - | (5,300) | (119) | (224) | - | - | - | (5,643) |
| Reserve<br>for share-based payments | 2 | - | (5) | - | - | - | - | - | - | - | (3) |
| Changes<br>in non-controlling interest | - | 53 | - | - | - | - | - | - | - | - | 53 |
| Other<br>changes in equity | - | (79) | - | - | 7,675 | 328 | 1,195 | - | (175) | 91 | 9,035 |
| Balance as of September 30, 2020 | (280) | (8,676) | 318 | 2,778 | 1,180 | (392) | 328 | 17,062 | - | 798 | 13,116 |
There are no cumulative unpaid dividends on preferred shares.
The accompanying notes are an integral part of these Unaudited Condensed Interim Consolidated Financial Statements.
| Company Name IRSA Inversiones y<br>Representaaciones Sociedad Anónima | |
|---|---|
| By: | /s/ Saúl<br>Zang |
| Name Saúl<br>Zang | |
| Title<br>Vicepresident I |
5
IRSA Inversiones y Representaciones Sociedad Anónima
Unaudited Condensed Interim Consolidated Statements of Cash Flows
for the three-month period ended September 30, 2021 and 2020
(All amounts in millions, except otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
| Note | 09.30.2021 | 09.30.2020 | |
|---|---|---|---|
| Operating activities: | |||
| Net<br>cash generated from continuing operating activities before income<br>tax paid | 15 | 1,659 | 1,735 |
| Income<br>tax and MPIT paid | (6) | (5) | |
| Net cash generated from continuing operating<br>activities | 1,653 | 1,730 | |
| Net<br>cash generated from discontinued operating activities | - | 3,395 | |
| Net cash generated from operating activities | 1,653 | 5,125 | |
| Investing activities: | |||
| Contributions<br>and issuance of capital in associates and joint<br>ventures | (29) | (12) | |
| Acquisition<br>and improvements of investment properties | (370) | (1,096) | |
| Proceeds<br>from sales of investment properties | 238 | 14,643 | |
| Acquisitions<br>and improvements of property, plant and equipment | (97) | (69) | |
| Acquisitions<br>of intangible assets | (8) | (9) | |
| Acquisitions<br>of investments in financial assets | (896) | (9,424) | |
| Proceeds<br>from disposal of investments in financial assets | 767 | 10,383 | |
| Interest<br>received from financial assets | 189 | 239 | |
| Dividends<br>received from financial assets | 1 | - | |
| Net cash (used in) / generated from continuing investing<br>activities | (205) | 14,655 | |
| Net<br>cash generated from discontinued investing activities | - | 48,532 | |
| Net cash (used in) / generated from investing<br>activities | (205) | 63,187 | |
| Financing activities: | |||
| Borrowings<br>and issuance of non-convertible notes | 2,853 | 5,285 | |
| Payment<br>of borrowings and non-convertible notes | (709) | (30,508) | |
| Collections<br>of short-term loans, net | (201) | 7,412 | |
| Interests<br>paid | (2,801) | (4,001) | |
| Repurchase<br>of non-convertible notes | (177) | (101) | |
| Acquisition<br>of non-controlling interest in subsidiaries | - | (81) | |
| Proceeds<br>from warrants exercise | 2 | - | |
| Sale<br>of own non-convertible notes | - | 800 | |
| Net<br>proceeds from derivate financial instrument | (15) | (343) | |
| Net cash used in continuing financing activities | (1,048) | (21,537) | |
| Net<br>cash used in discontinued financing activities | - | (19,850) | |
| Net cash used in financing activities | (1,048) | (41,387) | |
| Net<br>increase / (decrease) in cash and cash equivalents from continuing<br>activities | 400 | (5,152) | |
| Net<br>increase in cash and cash equivalents from discontinued<br>activities | - | 32,077 | |
| Net<br>increase in cash and cash equivalents | 400 | 26,925 | |
| Cash and cash<br>equivalents at beginning of period | 2,110 | 148,318 | |
| Deconsolidation<br>of subsidiaries | - | (158,820) | |
| Foreign<br>exchange gain and inflation adjustment on cash and changes in fair<br>value of cash equivalents | (357) | (9,719) | |
| Cash and cash equivalents at end of period | 13 | 2,153 | 6,704 |
The accompanying notes are an integral part of these Unaudited Condensed Interim Consolidated Financial Statements.
| Company Name IRSA Inversiones y<br>Representaaciones Sociedad Anónima | |
|---|---|
| By: | /s/ Saúl<br>Zang |
| Name Saúl<br>Zang | |
| Title<br>Vicepresident I |
6
IRSA Inversiones y Representaciones Sociedad Anónima
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
(Amounts in millions, except otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
1.
The Group’s business and general information
These Financial Statements have been approved for issuance by the Board of Directors, on November 8, 2021.
IRSA was founded in 1943, and it is engaged in a diversified range of real estate activities in Argentina since 1991. IRSA and its subsidiaries are collectively referred to hereinafter as “the Group”. Cresud is our direct parent company and Consultores Asset Management S.A. is our ultimate parent company.
As stated in Note 1 to the consolidated financial statements as of June 30, 2021, on September 25, 2020 the Court decreed the insolvency and liquidation of IDBD and appointed a trustee for its shares along with a custodian over DIC and Clal shares. After this decision, the Board of Directors of IDBD was removed from its functions, therefore, the Group lost control as of that date, consequently, the results of such company as of September 30,2020 are included in discontinued operations.
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, 2021 prepared in accordance with IFRS. Also, these financial statements include additional information required by Law No. 19,550 and / or regulations of the CNV. Such information is included in the notes to these financial statements, as accepted by IFRS.
These financial statements for the interim periods of three months ended September 30, 2021 and 2020 have not been audited. Management considers that they include all the necessary adjustments to fairly present the results of each period. Intermediate period results do not necessarily reflect the proportion of the Group's results for the entire fiscal years.
IAS 29 "Financial Reporting in Hyperinflationary Economies" requires that the financial statements of an entity whose functional currency is one of a hyperinflationary economy be expressed in terms of the current unit of measurement at the closing date of the reporting period, regardless of whether they are based on the historical cost method or the current cost method. To do so, in general terms, the inflation produced from the date of acquisition or from the revaluation date, as applicable, must be calculated by non-monetary items. This requirement also includes the comparative information of the financial statements.
In order to conclude on whether an economy is categorized as highly inflationary in the terms of IAS 29, the standard details a series of factors to be considered, including the existence of an accumulated inflation rate in three years that approximates or exceed 100%. Accumulated inflation in Argentina in three years is over 100%. For that reason, in accordance with IAS 29, Argentina must be considered a country with a highly inflationary economy starting July 1, 2018.
In relation to the inflation index to be used and in accordance with FACPCE Resolution No. 539/18, it is determined based on the Wholesale Price Index (IPIM) until 2016, considering the average variation of the Consumer Price Index (CPI) of the Autonomous City of Buenos Aires for the months of November and December 2015, because during those two months there were no national IPIM measurements. Then, from January 2017, the National Consumer Price Index (National CPI) is considered. The table below presents the index for the period ended September 30, 2021, according to official statistics (INDEC) and following the guidelines described in Resolution 539/18.
| As of<br>September 30, 2021 (accumulated three months) | |
|---|---|
| Price<br>variation | 9% |
7
IRSA Inversiones y Representaciones Sociedad Anónima
As a consequence of the aforementioned, these financial statements as of September 30, 2021 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, 2021 and September 30, 2020 presented in these Unaudited Condensed Interim Consolidated Financial Statements for comparative purposes arise from the financial statements as of and for such periods restated according to IAS 29 (See note 2.1). Certain items from prior periods have been reclassified for consistency purposes.
See Note 29 for information on the context in which the Group operates.
2.4.
Use of estimates
The preparation of Financial Statements at a certain date requires Management to make estimations and evaluations affecting the amount of assets and liabilities recorded and contingent assets and liabilities disclosed at such date, as well as income and expenses recorded during the period. Actual results might differ from the estimates and evaluations made at the date of preparation of these financial statements. In the preparation of these financial statements, the significant judgments made by Management in applying the Group’s accounting policies and the main sources of uncertainty were the same as the ones applied by the Group in the preparation of the Annual Financial Statements described in Note 3 to those Financial Statements.
3.
Seasonal effects on operations
The operations of the Group’s shopping malls are subject to seasonal effects, which affect the level of sales recorded by lessees. During summer time in Argentina (January and February), the lessees of shopping malls experience the lowest sales levels in comparison with the winter holidays (July) and Christmas and year-end holidays celebrated in December, when they tend to record peaks of sales. Apparel stores generally change their collections during the spring and the fall, which impacts positively on shopping malls sales. Sale discounts at the end of each season also affect the business. As a consequence, for shopping mall operations, a higher level of business activity is expected in the period from July through December, compared to the period from January through June.
4.
Acquisitions and disposals
Significant acquisitions and disposals for the three-month period ended September 30, 2021 are detailed below. Significant acquisitions and disposals for the fiscal year ended June 30, 2021, are detailed in Note 4 to the Annual Financial Statements.
A.
Sale of real estate parcels in Hudson
On August 2, 2021, our subsidiary IRSA CP signed the bill for the sale of several parcels of the property called Casonas located in Hudson, Berazategui district. The price of the transaction was USD 0.6.
8
IRSA Inversiones y Representaciones Sociedad Anónima
B.
Sale of Mariano Acosta Plot
On August 9, 2021, the sales ticket for Mariano Acosta Plot was signed for a total amount of USD 0.7. With the signing of the ticket, the amount of USD 0.5 was received and the remaining balance of USD 0.2 at the signing of the deed.
C.
Sale of Merlo Plot
On August 9, 2021, the sales ticket for Merlo Plot was signed for a total amount of USD 0.7. With the signing of the ticket, the amount of USD 0.5 was received and the remaining balance of USD 0.2 at the signing of the deed.
D.
Sale of portfolio Hotels - Condor Agreement
On September 22, 2021, Condor Hospitality Trust S.A. (“Condor”) has signed a sale agreement for its portfolio of 15 hotels in the United States with B9 Cowboy Mezz A LLC, an affiliate of Blackstone Real Estate Partners.
In this context, Condor announced a Liquidation and Dissolution Plan with the intention of distributing certain net proceeds from the sale of the hotel portfolio to shareholders in one or more instalments.
The sale agreement and the implementation of the Liquidation Plan are subject to the approval of the Condor Shareholders' Meeting.
As of the date of these financial statement presentation, the Company owns, directly and indirectly, 3,191,213 ordinary shares representing 21.7% of the capital stock.
E.
IRSA – IRSA CP Merger Proposal
On September 30, 2021, IRSA & IRSA CP Boards of Directors approved the prior merger agreement between both companies and the corresponding special financial statements as of June 30, 2021, 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 they are two companies 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 “Comisión Nacional de Valores” (National Securities Commission) and the markets, both national and foreign, where their shares are listed.
The Merger is carried out in order to streamline the technical, administrative, operational and economic resources of both Companies, standing out among others: (a) the operation and maintenance of a single transactional information system and centralization of the entire accounting registration process; (b) presentation of a single financial statement to the different control agencies with the consequent cost savings in accounting and advisory fees, tariffs and other related expenses; (c) simplification of the accounting information reporting and consolidation process, as a consequence of the reduction that the merger would imply for the corporate structure as a whole; (d) removal of the IRSA CP public offering listing on BYMA and NASDAQ with the associated costs that this represents; (e) cost reduction for legal fees and tax filings; (f) increase in the percentage of the capital stock that is listed in the different markets, increasing the liquidity of the listed shares; (g) tax efficiencies and (h) preventively avoid the potential overlap of activities between the Companies.
The merger is subject to the approval of the shareholders' meeting of both companies whose call will be made once they have the administrative approval of the United States Securities and Exchange Commission, an entity to which they are subject since both companies list their shares in markets that operate in said jurisdiction.
9
IRSA Inversiones y Representaciones Sociedad Anónima
Once the merger by absorption between IRSA as the absorbing company and IRSA CP as the absorbed company has been approved, the effective date will be July 1, 2021, date from which the transfer to the absorbing company of all the assets of the absorbed company will take effect, thereby incorporating all its rights and obligations, assets, and liabilities into the equity of the absorbing company, all subject to the required corporate approvals.
Likewise, and within the framework of the reorganization process, the Board of Directors has approved the exchange ratio, which has been established at 1.40 IRSA shares for each IRSA CP share, which is equivalent to 0.56 IRSA GDS for each ADS of IRSA CP.
The exchange of IRSA CP shares for IRSA shares will be carried out once the entire administrative process has been completed and once the registration has been made in the “Inspección General de Justicia” (General Inspection of Justice), a process that may take several months.
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, 2021 and up to the date of issuance of these Financial Statements, there have been no significant changes in business or economic circumstances affecting the fair value of the Group's assets or liabilities (either measured at fair value or amortized cost) except for what is mentioned in Note 30 in relation to COVID-19.
6.
Segment information
Segment information was prepared and classified according to the business in which the Group operates, they were descripted in Note 6 to the Annual Financial Statements.
Below is a summary of the Group’s operating segments and a reconciliation between the operating income according to segment information and the operating income of the Statements of Income and Other Comprehensive Income of the Group for the periods ended September 30, 2021 and 2020:
| Three Months ended September 30, 2021 | |||||
|---|---|---|---|---|---|
| Total | Joint ventures (1) | Expensesand collectivepromotion funds | Elimination of inter-segment transactions and non-reportable assets<br>/ liabilities (2) | Total as per statement of income / statement of financial<br>position | |
| Revenues | 3,430 | (24) | 985 | (9) | 4,382 |
| Costs | (745) | 16 | (1,025) | - | (1,754) |
| Gross profit / (loss) | 2,685 | (8) | (40) | (9) | 2,628 |
| Net<br>gain from fair value adjustment of investment<br>properties | (6,609) | 115 | - | - | (6,494) |
| General<br>and administrative expenses | (752) | 2 | - | 13 | (737) |
| Selling<br>expenses | (337) | (1) | - | - | (338) |
| Other<br>operating results, net | 239 | 1 | 16 | (4) | 252 |
| (Loss) / profit from operations | (4,774) | 109 | (24) | - | (4,689) |
| Share<br>of profit of associates and joint ventures | (80) | (75) | - | - | (155) |
| Segment (loss) / profit | (4,854) | 34 | (24) | - | (4,844) |
| Reportable<br>assets | 217,894 | (1,588) | - | 20,798 | 237,104 |
| Reportable<br>liabilities | - | - | - | (147,880) | (147,880) |
| Net reportable assets | 217,894 | (1,588) | - | (127,082) | 89,224 |
10
IRSA Inversiones y Representaciones Sociedad Anónima
| Three Months ended September 30, 2020 | |||||
|---|---|---|---|---|---|
| Total | Joint ventures (1) | Expensesand collectivepromotion funds | Elimination of inter-segment transactions and non-reportable assets<br>/ liabilities (2) | Total as per statement of income / statement of financial<br>position | |
| Revenues | 1,857 | (12) | 617 | (9) | 2,453 |
| Costs | (993) | 21 | (701) | - | (1,673) |
| Gross profit / (loss) | 864 | 9 | (84) | (9) | 780 |
| Net<br>gain from fair value adjustment of investment<br>properties | 38,004 | (1,276) | - | - | 36,728 |
| General<br>and administrative expenses | (997) | 1 | - | 14 | (982) |
| Selling<br>expenses | (687) | 1 | - | - | (686) |
| Other<br>operating results, net | (26) | 2 | 45 | (5) | 16 |
| Profit / (loss) from operations | 37,158 | (1,263) | (39) | - | 35,856 |
| Share<br>of profit of associates and joint ventures | (720) | 945 | - | - | 225 |
| Segment profit / (loss) | 36,438 | (318) | (39) | - | 36,081 |
| Reportable<br>assets | 282,110 | (1,454) | - | 24,918 | 305,574 |
| Reportable<br>liabilities | - | - | - | (162,650) | (162,650) |
| Net reportable assets | 282,110 | (1,454) | - | (137,732) | 142,924 |
(1) Represents the equity value of joint ventures that were proportionately consolidated for segment information.
(2) Includes deferred income tax assets, income tax and MPIT credits, trade and other receivables, investment in financial assets, cash and cash equivalents and intangible assets except for rights to receive future units under barter agreements, net of investments in associates with negative equity which are included in provisions in the amount of ARS 8 and ARS 26 as of September 30, 2021 and 2020 respectively.
Below is a summarized analysis of the segments from the Group’s Operations Center in Argentina for the periods ended September 30, 2021 and 2020:
| Three Months ended September 30, 2021 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Operations Center in Argentina | ||||||||
| Shopping Malls | Offices | Sales and developments | Hotels | International | Corporate | Others | Total | |
| Revenues | 2,225 | 716 | - | 473 | 2 | - | 14 | 3,430 |
| Costs | (274) | (48) | (31) | (296) | (7) | - | (89) | (745) |
| Gross profit / (loss) | 1,951 | 668 | (31) | 177 | (5) | - | (75) | 2,685 |
| Net<br>(loss) / gain from fair value adjustment of investment properties<br>(i) | (3,698) | (1,833) | (1,244) | - | 3 | - | 163 | (6,609) |
| General<br>and administrative expenses | (312) | (87) | (78) | (113) | (12) | (115) | (35) | (752) |
| Selling<br>expenses | (208) | (47) | (36) | (44) | - | - | (2) | (337) |
| Other<br>operating results, net | 26 | 19 | 185 | (3) | 4 | - | 8 | 239 |
| (Loss) / profit from operations | (2,241) | (1,280) | (1,204) | 17 | (10) | (115) | 59 | (4,774) |
| Share<br>of profit of associates and joint ventures | - | - | - | - | 328 | - | (408) | (80) |
| Segment (loss) / profit | (2,241) | (1,280) | (1,204) | 17 | 318 | (115) | (349) | (4,854) |
| Investment<br>properties and trading<br>properties | 56,144 | 82,436 | 59,670 | - | 109 | - | 2,483 | 200,842 |
| Investment<br>in associates and joint ventures | - | - | - | - | 2,871 | - | 7,235 | 10,106 |
| Other<br>operating assets | 369 | 1,494 | 2,129 | 2,796 | - | 9 | 149 | 6,946 |
| Operating assets | 56,513 | 83,930 | 61,799 | 2,796 | 2,980 | 9 | 9,867 | 217,894 |
(i) For the three-month period ended September 30, 2021, the net loss from fair value adjustment of investment properties was ARS 6,494. The net impact of the values in pesos of our properties was mainly a consequence of the change in macroeconomic conditions:
(a) loss of ARS 3,185.6 as a consequence of the variation in the projected income growth rate increase in the projected inflation rate and the conversion to dollars of the projected cash flow in pesos according to the exchange rate estimates used in the cash flow from shopping malls;
(b) positive impact of ARS 1,525.5 resulting from the conversion into pesos of the value of the shopping malls in dollars based on the exchange rate at the end of the period;
(c) an increase of 30 basis points in the discount rate, mainly due to an increase in the country-risk rate component of the WACC discount rate used to discount the cash flow, which led to a decrease in the value of the shopping malls of ARS 1,280.1.
(d) Additionally, due to the impact of the inflation adjustment, ARS 4,717.0 were reclassified for shopping malls from “Net gain from fair value adjustment” to “Inflation Adjustment” in the Statement of Income and Other Comprehensive Income.
(e) The value of our office buildings and other rental properties measured in real terms decreased by 2.4% during the three-month period ended as of September 30, 2021, due to the implicit exchange rate.
11
IRSA Inversiones y Representaciones Sociedad Anónima
| Three Months ended September 30, 2020 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Operations Center in Argentina | ||||||||
| Shopping Malls | Offices | Sales and developments | Hotels | International | Corporate | Others | Total | |
| Revenues | 560 | 825 | 59 | 9 | 401 | - | 3 | 1,857 |
| Costs | (204) | (69) | (148) | (197) | (337) | - | (38) | (993) |
| Gross profit / (loss) | 356 | 756 | (89) | (188) | 64 | - | (35) | 864 |
| Net<br>gain from fair value adjustment of investment<br>properties | 1,796 | 19,992 | 15,393 | - | 3 | - | 820 | 38,004 |
| General<br>and administrative expenses | (500) | (133) | (101) | (87) | (26) | (120) | (30) | (997) |
| Selling<br>expenses | (111) | (56) | (465) | (29) | (24) | - | (2) | (687) |
| Other<br>operating results, net | (28) | 2 | (9) | 12 | - | - | (3) | (26) |
| Profit / (loss) from operations | 1,513 | 20,561 | 14,729 | (292) | 17 | (120) | 750 | 37,158 |
| Share<br>of profit of associates and joint ventures | - | - | (12) | - | (589) | - | (119) | (720) |
| Segment profit / (loss) | 1,513 | 20,561 | 14,717 | (292) | (572) | (120) | 631 | 36,438 |
| Investment<br>properties and trading<br>properties | 82,524 | 109,819 | 66,933 | - | 157 | - | 3,027 | 262,460 |
| Investment<br>in associates and joint ventures | - | - | 861 | - | 2,716 | - | 10,905 | 14,482 |
| Other<br>operating assetsInvestment | 431 | 360 | 1,233 | 2,979 | - | 9 | 156 | 5,168 |
| Operating assets | 82,955 | 110,179 | 69,027 | 2,979 | 2,873 | 9 | 14,088 | 282,110 |
7.
Investments in associates and joint ventures
Changes in the Group’s investments in associates and joint ventures for the three-month period ended September 30, 2021 and for the year ended June 30, 2021 were as follows:
| September 30, 2021 | June 30, 2021 | |
|---|---|---|
| Beginning of the period / year | 13,287 | 122,084 |
| Increase<br>of equity interest and capital contributions | 604 | 46 |
| Decrease<br>of interest in associate (iv) | - | (47,919) |
| Deconsolidation<br>(i) | - | (52,940) |
| Share<br>of profit | (155) | (3,317) |
| Impairment<br>(iii) | (2) | (684) |
| Currency<br>translation adjustment | (131) | (3,911) |
| Other<br>comprehensive income | - | (59) |
| Others | 5 | (13) |
| End of the period / year (ii) | 13,608 | 13,287 |
(i)
Corresponds to the deconsolidation of IDBD. See Note 4.G to the consolidated Financial Statements as of June 30, 2021.
(ii)
As of September 30, 2021 and June 30, 2021 includes ARS (8) and ARS (7), reflecting interests in companies with negative equity, which were disclosed in “Provisions” (Note 18).
(iii)
Corresponds to the investment in TGLT S.A.
(iv)
Corresponds to the sale of the remaining equity interest in Shufersal in July 2020.
| % ownership interest | Value of Group's interest in equity | Group's interest in comprehensive income / (loss) | ||||
|---|---|---|---|---|---|---|
| Name of the entity | September 30, 2021 | June 30, 2021 | September 30, 2021 | June 30, 2021 | September 30, 2021 | September 30, 2020 |
| Associates | ||||||
| New<br>Lipstick | 49.96% | 49.96% | 226 | 238 | (4) | (503) |
| BHSA | 29.91% | 29.91% | 5,499 | 5,859 | (359) | (91) |
| Condor | 21.70% | 18.89% | 2,564 | 1,770 | 331 | (84) |
| Quality | 50.00% | 50.00% | 3,154 | 3,199 | (72) | 948 |
| La<br>Rural SA | 50.00% | 50.00% | 178 | 185 | (6) | 24 |
| TGLT | 27.82% | 27.82% | 1,001 | 1,024 | (23) | (59) |
| Other<br>joint ventures | N/A | N/A | 986 | 1,012 | (153) | (2,910) |
| Total associates and joint ventures | 13,608 | 13,287 | (286) | (2,675) |
12
IRSA Inversiones y Representaciones Sociedad Anónima
Below is additional information about the Group’s investments in associates and joint ventures:
| Latest financial statement issued | ||||||
|---|---|---|---|---|---|---|
| Name of the entity | Place of business / Country of incorporation | Main activity | Common shares 1 vote | Share capital (nominal value) | Profit / (loss) for the period | Shareholders’ equity |
| Associates | ||||||
| New<br>Lipstick | U.S. | Real<br>estate | N/A | - | (*) (0) | (*) (41) |
| BHSA | Argentina | Financial | 448,689,072 | (**) 1,500 | (**) (685) | (**) 18,145 |
| Condor | EE.UU. | Hotel | 3,191,214 | (*) 232 | (*) (125) | (*) 119 |
| Quality | Argentina | Real<br>estate | 406,316,259 | 406 | (144) | 6,206 |
| La<br>Rural SA | Argentina | Organization<br>of events | 714,498 | 1 | (2) | 101 |
| TGLT | Argentina | Real<br>estate | 257,320,997 | 925 | (82) | 4,635 |
(*)
Amounts in millions of US Dollars under USGAAP. Condor’s year-end falls on December 31, so the Group estimates their interest with a three-month lag, including material adjustments, if any.
(**)
Information as of September 30, 2021 according to IFRS.
Puerto Retiro (joint venture):
There have been no changes to what was informed in Note 8 to the Annual Financial Statements.
8.
Investment properties
Changes in the Group’s investment properties for the three-month period ended September 30, 2021 and for the year ended June 30, 2021 were as follows:
| Three Months ended September 30, 2021 | Year ended June 30, 2021 | ||||
|---|---|---|---|---|---|
| Rental properties | Undeveloped parcels of land | Properties under development | Total | Total | |
| Fair value at the beginning of the period / year | 137,155 | 59,212 | 3,787 | 200,154 | 373,502 |
| Additions | 224 | 3 | 260 | 487 | 1,133 |
| Capitalized<br>leasing costs | 5 | - | - | 5 | 24 |
| Amortization<br>of capitalized leasing costs (i) | (5) | - | - | (5) | (14) |
| Transfers | - | - | - | - | (579) |
| Deconsolidation | - | - | - | - | (128,458) |
| Disposals | (12) | (233) | - | (245) | (23,415) |
| Currency<br>translation adjustment | (5) | - | (2) | (7) | (13,518) |
| Net<br>(loss) from fair value adjustment | (5,233) | (1,244) | (17) | (6,494) | (8,521) |
| Fair value at the end of the period / year | 132,129 | 57,738 | 4,028 | 193,895 | 200,154 |
(i)
Amortization charges of capitalized leasing costs were included in “Costs” in the Statements of Income (Note 21).
13
IRSA Inversiones y Representaciones Sociedad Anónima
The following amounts have been recognized in the Statements of Income:
| 09.30.2021 | 09.30.2020 | |
|---|---|---|
| Rental<br>and services income | 3,909 | 1,989 |
| Direct<br>operating expenses | (1,417) | (996) |
| Development<br>reimbursements / (expenses) | (32) | (26) |
| Net<br>realized gain from fair value adjustment of investment properties<br>(i) (ii) | 122 | 8,163 |
| Net<br>unrealized gain from fair value adjustment of investment<br>properties | (6,616) | 28,565 |
(i)
As of September 30, 2021 includes ARS 18 for the sale of Casona Hudson, ARS 55 for the sale of Merlo Plot and ARS 49 for the sale of Mariano Acosta Plot. As of September 30, 2020 includes ARS 2,732 for the sale of Boston Tower and ARS 5,431 for the sale of Bouchard 710.
(ii)
As of September 30, 2021, (ARS 99) corresponds to the realized result from fair value adjustment for the period ((ARS 68) for the sale of Casona Hudson, (ARS 15) for the sale of Merlo Plot and (ARS 16) for the sale of Mariano Acosta Plot) and ARS 221 for realized result from fair value adjustment made in previous years (ARS 86 for the sale of Casona Hudson, ARS 70 for the sale of Merlo Plot and ARS 65 for the sale of Mariano Acosta Plot). As of September 30, 2020 ARS 285 corresponds to net realized fair value adjustment on investment properties for the period (ARS 797 for the sale of Boston Tower and (ARS 512) for the sale of Bouchard 710) and ARS 7,878 corresponds to the realized fair value adjustment made in previous years (ARS 1,935 for the sale of Boston Tower and ARS 5,943 for the sale of Bouchard 710).
Valuation techniques are described in Note 9 to the Annual Financial Statements. There were no changes to such techniques. The Group has reassessed the assumptions September 30, 2021, considering the market conditions existing at that date due to the pandemic described in Note 29, incorporating the effect of the variation in the exchange rate in other assets denominated in US Dollars.
Costa Urbana –former Solares de Santa María– Costanera Sur, Buenos Aires City (IRSA)
The Company owns an important property of more than 70 hectares, which was acquired in 1997, facing the Río de la Plata on the Costanera Sur, south of Puerto Madero, 10 minutes from downtown Buenos Aires, originally called “Solares de Santa María” which was renamed “Costa Urbana”. The Company intends to create a mixed-use development including residential complexes, offices, stores, hotels, sports clubs and service areas (schools, supermarkets and parking spaces).
After some unsuccessful approval attempts with the City of Buenos Aires Government and its Legislature, and after new negotiations carried out in recent years, the Company has signed a new agreement with the Executive Power of the City of Buenos Aires under the “Urban Agreement” modality framed within Decree No. 475 published on December 30, 2020, by means of which it approved the regulation of article 10.9. “Urban Agreements” of Law No. 6099 (text consolidated by Law No. 6347). According to article 10.9 of the Urban Code, these agreements are contracts entered into between the owner of a land/property and the Executive Power, which imply a regulatory change that must be approved by the City of Buenos Aires Legislature. Under this modality, a new urbanization project was proposed, in which more than 67% of the property’s surface is destined for public use, maintaining the original Total Occupancy Factor (“FOT 1”) that implies a capacity to develop more than 895,000 sqm. The Bill was raised for treatment in the first reading on the Legislature premises and it was approved without abstentions on August 19, 2021 by 36 votes out of a total of 55. As part of the approval process, the non-binding Public Hearing was held from October 15, 2021 to November 8, 2021 and is pending the treatment in second reading for final legislative approval.
The accounting valuation as of September 30, 2021 does not reflect any of these potential changes, valuing the land with the same methodology and assumptions as in previous years.
14
IRSA Inversiones y Representaciones Sociedad Anónima
9.
Property, plant and equipment
Changes in the Group’s property, plant and equipment for the three-month period ended September 30, 2021 and for the year ended June 30, 2021 were as follows:
| Three Months ended September 30, 2021 | Year ended June 30, 2021 | ||||
|---|---|---|---|---|---|
| Buildings and facilities | Machinery and equipment | Others | Total | Total | |
| Costs | 7,733 | 2,746 | 632 | 11,111 | 229,607 |
| Accumulated<br>depreciation | (3,562) | (2,560) | (458) | (6,580) | (167,677) |
| Net book amount at the beginning of the period / year | 4,171 | 186 | 174 | 4,531 | 61,930 |
| Additions | 22 | 20 | 55 | 97 | 1,810 |
| Disposals | - | - | - | - | (99) |
| Deconsolidation | - | - | - | - | (52,444) |
| Reclassification<br>to assets assets held for sale | - | - | - | - | (31) |
| Currency<br>translation adjustment | - | - | - | - | (4,191) |
| Transfers | - | - | - | - | 1,081 |
| Depreciation<br>charges (i) | (77) | (21) | (9) | (107) | (3,525) |
| Balances at the end of the period / year | 4,116 | 185 | 220 | 4,521 | 4,531 |
| Costs | 7,755 | 2,766 | 687 | 11,208 | 11,111 |
| Accumulated<br>depreciation | (3,639) | (2,581) | (467) | (6,687) | (6,580) |
| Net book amount at the end of the period / year | 4,116 | 185 | 220 | 4,521 | 4,531 |
(i)
As of September 30, 2021, depreciation charges of property, plant and equipment were recognized as follows: ARS 75 in "Costs" and ARS 32 in "General and administrative expenses", respectively in the Statement of Income (Note 21).
10.
Trading properties
Changes in the Group’s trading properties for the three-month period ended September 30, 2021 and for the year ended June 30, 2021 were as follows:
| Three Months ended September 30, 2021 | Year ended June 30, 2021 | ||||
|---|---|---|---|---|---|
| Completed properties | Properties under development | Undeveloped sites | Total | Total | |
| Beginning of the period / year | 132 | 877 | 913 | 1,922 | 11,773 |
| Additions | - | 44 | 1 | 45 | 880 |
| Deconsolidation | - | - | - | - | (8,404) |
| Currency<br>translation adjustment | - | (39) | - | (39) | (758) |
| Disposals | - | - | - | - | (1,569) |
| End of the period / year | 132 | 882 | 914 | 1,928 | 1,922 |
| Non-current | 1,803 | 1,797 | |||
| Current | 125 | 125 | |||
| Total | 1,928 | 1,922 |
15
IRSA Inversiones y Representaciones Sociedad Anónima
11.
Intangible assets
Changes in the Group’s intangible assets for the three-month period ended September 30, 2021 and for the year ended June 30, 2021 were as follows:
| Three Months ended September 30, 2021 | Year ended June 30, 2021 | ||||
|---|---|---|---|---|---|
| Goodwill | Information systems and software | Contracts and others | Total | Total | |
| Costs | 148 | 862 | 2,588 | 3,598 | 115,495 |
| Accumulated<br>amortization | - | (638) | (337) | (975) | (69,890) |
| Net book amount at the beginning of the period / year | 148 | 224 | 2,251 | 2,623 | 45,605 |
| Additions | - | 7 | 1 | 8 | 2,377 |
| Disposals | - | - | (123) | (123) | (121) |
| Impairment | - | - | - | - | (44) |
| Deconsolidation | - | - | - | - | (39,939) |
| Currency<br>translation adjustment | - | - | - | - | (2,702) |
| Amortization<br>charges (i) | - | (28) | - | (28) | (2,553) |
| Balances at the end of the period / year | 148 | 203 | 2,129 | 2,480 | 2,623 |
| Costs | 148 | 869 | 2,466 | 3,483 | 3,598 |
| Accumulated<br>amortization | - | (666) | (337) | (1,003) | (975) |
| Net book amount at the end of the period / year | 148 | 203 | 2,129 | 2,480 | 2,623 |
(i)
As of September 30, 2021, amortization charges were recognized in the amount of ARS 9 in "Costs" and ARS 19 in "General and administrative expenses", in the Statement of Income (Note 21).
12.
Right-of-use assets
The Group’s right-of-use assets as of September 30, 2021 and June 30, 2021 are the following:
| September 30, 2021 | June 30, 2021 | |
|---|---|---|
| Real<br>Estate | 14 | 12 |
| Machinery<br>and equipment | 4 | 4 |
| Others | 853 | 870 |
| Total Right-of-use assets | 871 | 886 |
| Non-current | 871 | 886 |
| Total | 871 | 886 |
The depreciation charge of the right-of use-assets is detailed below:
| September 30, 2021 | September 30, 2020 | |
|---|---|---|
| Real<br>Estate | 12 | 1,412 |
| Telecommunications | - | 323 |
| Others | 2 | 297 |
| Total depreciation of right-of-use assets (i) | 14 | 2,032 |
(i)
As of September 30, 2021, amortization charges were recognized in the amount of ARS 11 in "Costs" and ARS 3 in "General and administrative expenses", in the Statement of Income (Note 21). Includes ARS 1,996 charged to the result of discontinued operations as of September 30, 2020
16
IRSA Inversiones y Representaciones Sociedad Anónima
13.
Financial instruments by category
This note presents the financial assets and financial liabilities by category of financial instrument and a reconciliation to the corresponding line in the Consolidated Statements of Financial Position, as appropriate. Financial assets and liabilities measured at fair value are assigned based on their different levels in the fair value hierarchy. For further information related to fair value hierarchy refer to Note 13 to the Annual Financial Statements. Financial assets and financial liabilities as of September 30, 2021 are the following:
| Financial assets at amortized cost | Financial assets at fair value through profit or loss | Subtotal financial assets | Non-financial assets | Total | |||
|---|---|---|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | |||||
| September 30, 2021 | |||||||
| Assets as per Statement of Financial Position | |||||||
| Trade<br>and other receivables (excluding the allowance for doubtful<br>accounts and other receivables) | 8,332 | - | - | - | 8,332 | 5,277 | 13,609 |
| Investments<br>in financial assets: | |||||||
| -<br>Public companies’ securities | - | 327 | - | - | 327 | - | 327 |
| -<br>Bonds | - | 2,957 | - | - | 2,957 | - | 2,957 |
| -<br>Investments in financial assets with quotation | 11 | 833 | - | 54 | 898 | - | 898 |
| Cash<br>and cash equivalents: | |||||||
| -<br>Cash at bank and on hand | 1,311 | - | - | - | 1,311 | - | 1,311 |
| -<br>Short-term investments | - | 842 | - | - | 842 | - | 842 |
| Total assets | 9,654 | 4,959 | - | 54 | 14,667 | 5,277 | 19,944 |
| Financial liabilities at amortized cost | Financial liabilities at fair value through profit or<br>loss | Subtotal financial liabilities | Non-financial liabilities | Total | |||
| --- | --- | --- | --- | --- | --- | --- | --- |
| Level 1 | Level 2 | Level 3 | |||||
| September 30, 2021 | |||||||
| Liabilities as per Statement of Financial Position | |||||||
| Trade<br>and other payables | 3,062 | - | - | - | 3,062 | 4,392 | 7,454 |
| Borrowings<br>(excluding finance leases) | 65,082 | - | - | - | 65,082 | - | 65,082 |
| Derivative<br>financial instruments: | |||||||
| -<br>Swaps | - | - | 45 | - | 45 | - | 45 |
| Total liabilities | 68,144 | - | 45 | - | 68,189 | 4,392 | 72,581 |
Financial assets and financial liabilities as of June 30, 2021 were as follows:
| Financial assets at amortized cost | Financial assets at fair value through profit or loss | Subtotal financial assets | Non-financial assets | Total | |||
|---|---|---|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | |||||
| June 30, 2021 | |||||||
| Assets as per Statements of Financial Position | |||||||
| Trade<br>and other receivables (excluding the allowance for doubtful<br>accounts and other receivables) | 7,902 | - | - | - | 7,902 | 5,401 | 13,303 |
| Investments<br>in financial assets: | |||||||
| -<br>Public companies’ securities | - | 1,067 | - | - | 1,067 | - | 1,067 |
| -<br>Bonds | - | 2,963 | - | - | 2,963 | - | 2,963 |
| -<br>Investments in financial assets with quotation | 11 | 698 | - | 52 | 761 | - | 761 |
| Cash<br>and cash equivalents: | |||||||
| -<br>Cash at bank and on hand | 1,232 | - | - | - | 1,232 | - | 1,232 |
| -<br>Short term investments | - | 878 | - | - | 878 | - | 878 |
| Total assets | 9,145 | 5,606 | - | 52 | 14,803 | 5,401 | 20,204 |
17
IRSA Inversiones y Representaciones Sociedad Anónima
| Financial liabilities at amortized cost | Financial liabilities at fair value through profit or<br>loss | Subtotal financial liabilities | Non-financial liabilities | Total | |||
|---|---|---|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | |||||
| June 30, 2021 | |||||||
| Liabilities as per Statement of Financial Position | |||||||
| Trade<br>and other payables | 3,152 | - | - | - | 3,152 | 3,941 | 7,093 |
| Borrowings<br>(excluding finance leases) | 67,900 | - | - | - | 67,900 | - | 67,900 |
| Derivative<br>financial instruments: | |||||||
| -<br>Swaps | - | - | 62 | - | 62 | - | 62 |
| Total liabilities | 71,052 | - | 62 | - | 71,114 | 3,941 | 75,055 |
The fair value of financial assets and liabilities at their amortized cost does not differ significantly from their book value, except for borrowings (Note 17). The fair value of payables approximates their respective carrying amounts because, due to their short-term nature, the effect of discounting is not considered significant. Fair values are based on discounted cash flows (Level 3).
The valuation models used by the Group for the measurement of Level 2 and Level 3 instruments are no different from those used as of June 30, 2021.
As of September 30, 2021, there have been no changes to the economic or business circumstances affecting the fair value of the financial assets and liabilities of the Group, except as mentioned in Note 29.
The Group uses a range of valuation models for the measurement of Level 2 and Level 3 instruments. Details of such models are presented in the following table. When no quoted prices are available in an active market, fair values (particularly with derivatives) are based on recognized valuation methods.
| Description | Pricing model / method | Parameters | Fair value hierarchy | Range |
|---|---|---|---|---|
| Condor´s<br>Promissory note | Theoretical<br>price | Price<br>of the underlying (Market price) and volatility of the share<br>(historical) and market interest rate (Libor Curve). | Level<br>3 | Price of the underlying 6 to<br>8. Volatility<br>of the share 57% to 77%. Market interest rate 1.15% to<br>1.75% |
| Derivative<br>financial instruments – Swaps | Theoretical<br>price | Underlying<br>asset price and volatility | Level 2 and<br>3 | - |
The following table presents the changes in Level 3 instruments as of September 30, 2021 and June 30, 2021:
| Investments in financial assets - Others | Total as of September 30, 2021 | Total as of June 30, 2021 | |
|---|---|---|---|
| Balances at beginning of the period / year | 52 | 52 | 5,355 |
| Currency<br>translation adjustment | (2) | (2) | (5) |
| Deconsolidation | - | - | (5,308) |
| Gain<br>for the period / year (i) | 4 | 4 | 10 |
| Balances at the end of the period / year | 54 | 54 | 52 |
(i)
Included within “Financial results, net” in the Statements of Income.
18
IRSA Inversiones y Representaciones Sociedad Anónima
14.
Trade and other receivables
Group’s trade and other receivables as of September 30, 2021 and June 30, 2021 are as follows:
| September 30, 2021 | June 30, 2021 | |
|---|---|---|
| Sale,<br>leases and services receivables | 5,434 | 5,019 |
| Less:<br>Allowance for doubtful accounts | (968) | (930) |
| Total trade receivables | 4,466 | 4,089 |
| Prepaid<br>expenses | 703 | 880 |
| Borrowings,<br>deposits and others | 3,817 | 4,010 |
| Advances<br>to suppliers | 952 | 1,038 |
| Tax<br>receivables | 1,606 | 1,274 |
| Others | 1,097 | 1,082 |
| Total other receivables | 8,175 | 8,284 |
| Total trade and other receivables | 12,641 | 12,373 |
| Non-current | 3,339 | 3,111 |
| Current | 9,302 | 9,262 |
| Total | 12,641 | 12,373 |
Movements on the Group’s allowance for doubtful accounts were as follows:
| September 30, 2021 | June 30, 2021 | |
|---|---|---|
| Beginning of the period / year | 930 | 6,131 |
| Additions | 146 | 825 |
| Recovery | (34) | (250) |
| Currency<br>translation adjustment | 9 | (302) |
| Deconsolidation | - | (5,074) |
| Receivables<br>written off during the period/year as uncollectable | - | (31) |
| Inflation<br>adjustment | (83) | (369) |
| End of the period / year | 968 | 930 |
The creation and release of the allowance for doubtful accounts have been included in “Selling expenses” in the Statement of Income (Note 21).
15.
Cash flow and cash equivalent information
Following is a detailed description of cash flows generated by the Group’s operations for the three-month period ended September 30, 2021 and 2020:
| Note | Three Months ended September 30, 2021 | Three Months ended September 30, 2020 | |
|---|---|---|---|
| (Loss)<br>/ profit for the period | (1,014) | 12,716 | |
| Profit<br>for the period from discontinued operations | - | 9,752 | |
| Adjustments<br>for: | |||
| Income<br>tax | 19 | (2,466) | 12,133 |
| Amortization<br>and depreciation | 21 | 149 | 186 |
| Net<br>gain / (loss) from fair value adjustment of investment<br>properties | 6,494 | (36,728) | |
| Financial<br>results, net | (1,611) | (135) | |
| Provisions<br>and allowances | 124 | 108 | |
| Share<br>of (profit) / loss of associates and joint ventures | 7 | 155 | (225) |
| Changes in operating assets and liabilities: | |||
| Decrease<br>in inventories | 4 | 8 | |
| (Increase)<br>/ decrease in trading properties | (14) | 390 | |
| Decrease<br>in restricted assets | - | 1,764 | |
| Decrease<br>/ (increase) in trade and other receivables | 19 | (980) | |
| (Decrease)<br>/ increase in trade and other payables | (52) | 2,874 | |
| Decrease<br>in salaries and social security liabilities | (86) | (111) | |
| Decrease<br>in provisions | (43) | (17) | |
| Net cash generated by continuing operating activities before income<br>tax paid | 1,659 | 1,735 | |
| Net<br>cash generated by discontinued operating activities before income<br>tax paid | - | 3,667 | |
| Net cash generated by operating activities before income tax<br>paid | 1,659 | 5,402 |
19
IRSA Inversiones y Representaciones Sociedad Anónima
The following table presents a detail of significant non-cash transactions occurred in the three-month period ended September 30, 2021 and 2020:
| Three Months ended September 30, 2021 | Three Months ended September 30, 2020 | |
|---|---|---|
| Increase<br>in rights of use through increased lease liabilities | - | 37 |
| Increase<br>of trade and other receivables through a decrease of associates and<br>joint ventures | - | 17 |
| Decrease<br>of interest in associates and joint ventures | - | 47,236 |
| Increase<br>of investment properties through an increase of<br>borrowings | - | 124 |
| Increase<br>of trading properties through an increase of trade and other<br>payables | - | 18 |
| Distribution<br>of dividends in shares | 575 | - |
| Increase<br>in investment properties through an increase in<br>borrowings | 117 | - |
16.
Trade and other payables
Group’s trade and other payables as of September 30, 2021 and June 30, 2021 were as follows:
| September 30, 2021 | June 30, 2021 | |
|---|---|---|
| Trade<br>payables | 998 | 1,125 |
| Advances<br>from sales, leases and services | 3,356 | 3,293 |
| Accrued<br>invoices | 979 | 939 |
| Total trade payables | 5,333 | 5,357 |
| Taxes<br>payable | 1,119 | 746 |
| Other<br>payables | 1,002 | 990 |
| Total other payables | 2,121 | 1,736 |
| Total trade and other payables | 7,454 | 7,093 |
| Non-current | 1,702 | 1,516 |
| Current | 5,752 | 5,577 |
| Total | 7,454 | 7,093 |
17.
Borrowings
The breakdown of the Group’s borrowings as of September 30, 2021 and June 30, 2021 was as follows:
| Total as of September 30, 2021 | Total as of June 30, 2021 | Fair value as of September 30, 2021 | Fair value as of June 30, 2021 | |
|---|---|---|---|---|
| NCN | 55,473 | 56,700 | 53,715 | 53,306 |
| Bank<br>loans | 2,687 | 3,405 | 2,687 | 3,419 |
| Bank<br>overdrafts | 4,993 | 5,775 | 4,993 | 5,770 |
| Other<br>borrowings | 1,595 | 1,511 | 1,595 | 1,511 |
| AABE<br>Debt | 281 | 282 | 281 | 282 |
| Loans<br>with non-controlling interests | 53 | 227 | 53 | 227 |
| Total borrowings | 65,082 | 67,900 | 63,324 | 64,515 |
| Non-current | 51,226 | 51,061 | ||
| Current | 13,856 | 16,839 | ||
| Total | 65,082 | 67,900 |
20
IRSA Inversiones y Representaciones Sociedad Anónima
Issuance of IRSA Non-convertible Notes
On August 26, 2021, the Company issued USD 58.1 Non-convertible Notes in the local market through the following instruments:
●
Series XIII: denominated in dollars and payable in pesos at the applicable exchange rate for USD 58.1 million at a fixed rate of 3.9%, with semi-annual payments. The principal payment will be in three installments, counted from the date of issuance: the first for 25% of the nominal value on August 26, 2023; the second for 25% on February 26, 2024, and the third for 50% of the nominal value on August 26, 2024. The price of issuance was 100.0% of the nominal value.
The funds have been used to refinance short-term liabilities.
18.
Provisions
The table below shows the movements in the Group's provisions categorized by type:
| Three Months ended September 30, 2021 | Year ended June 30, 2021 | |||
|---|---|---|---|---|
| Legal claims (i) | Investments in associates and joint ventures (ii) | Total | Total | |
| Beginning of period / year | 279 | 7 | 286 | 9,033 |
| Additions | 25 | - | 25 | 11 |
| Share<br>of loss of associates | - | 1 | 1 | - |
| Deconsolidation | - | - | - | (7,754) |
| Recovery | (12) | - | (12) | (57) |
| Used<br>during the period / year | (29) | - | (29) | (141) |
| Inflation<br>adjustment | (23) | - | (23) | (125) |
| Currency<br>translation adjustment | - | - | - | (681) |
| End of period / year | 240 | 8 | 248 | 286 |
| Non-current | 101 | 125 | ||
| Current | 147 | 161 | ||
| Total | 248 | 286 |
(i)
Additions and recovery are included in "Other operating results, net".
(ii)
Corresponds to investments in Puerto Retiro, company that has negative equity. The increase and recovery are included in "Share of profit of associates and joint ventures ".
There were no significant changes to the processes mentioned in Note 18 to the Annual Financial Statements.
19.
Taxes
The details of the Group’s income tax, is as follows:
| September 30, 2021 | September 30, 2020 | |
|---|---|---|
| Current<br>income tax (i) | (1,426) | (8) |
| Deferred<br>income tax | 3,892 | (12,125) |
| Income tax from continuing operations | 2,466 | (12,133) |
(i)
If the merger with IRSA CP is approved by the General Shareholders' Meeting, the income tax liability from the absorbed company will be offset with the unrecognized tax loss carryforwards which amounts to ARS 12,869.
21
IRSA Inversiones y Representaciones Sociedad Anónima
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 three-month period ended September 30, 2021 and 2020:
| Three Months ended September 30, 2021 | Three Months ended September 30, 2020 | |
|---|---|---|
| Profit from continuing operations at tax rate applicable in the<br>respective countries | 1,218 | (10,380) |
| Permanent differences: | ||
| Share<br>of profit of associates and joint ventures | 54 | (67) |
| Unrecognized<br>tax loss carryforwards | 463 | (3,682) |
| Inflation<br>adjustment permanent difference | 2,471 | 680 |
| Tax<br>rate differential | (12) | 2,494 |
| Non-taxable<br>profit, non-deductible expenses and others | (279) | 338 |
| Tax<br>inflation adjustment | (1,449) | (1,516) |
| Income tax from continuing operations | 2,466 | (12,133) |
The gross movement in the deferred income tax account is as follows:
| September 30, 2021 | June 30, 2021 | |
|---|---|---|
| Beginning of period / year | (74,643) | (71,245) |
| Currency<br>translation adjustment | - | 1,836 |
| Deconsolidation | - | 17,150 |
| Assets<br>held for sale | - | 42 |
| Revaluation<br>surplus reserve | - | (91) |
| Deferred<br>income tax charge | 3,892 | (22,335) |
| End of period / year | (70,751) | (74,643) |
| Deferred<br>income tax assets | 560 | 487 |
| Deferred<br>income tax liabilities | (71,311) | (75,130) |
| Deferred income tax liabilities, net | (70,751) | (74,643) |
20.
Revenues
| Three Months ended September 30, 2021 | Three Months ended September 30, 2020 | |
|---|---|---|
| Rental<br>and services income | 3,909 | 1,989 |
| Sales<br>of trading properties and developments | - | 455 |
| Revenue<br>from hotels operation and tourism services | 473 | 9 |
| Total Group’s revenues | 4,382 | 2,453 |
21.
Expenses by nature
The Group discloses expenses in the statements of income by function as part of the line items “Costs”, “General and administrative expenses” and “Selling expenses”. The following table provides additional disclosures regarding expenses by nature and their relationship to the function within the Group.
| Costs | General and administrative expenses | Selling expenses | Total as of September 30, 2021 | Total as of September 30, 2020 | |
|---|---|---|---|---|---|
| Cost<br>of sale of goods and services | 39 | - | - | 39 | 448 |
| Salaries,<br>social security costs and other personnel expenses | 643 | 310 | 20 | 973 | 848 |
| Depreciation<br>and amortization | 95 | 54 | - | 149 | 186 |
| Fees<br>and payments for services | 52 | 106 | 15 | 173 | 311 |
| Maintenance,<br>security, cleaning, repairs and others | 530 | 61 | 1 | 592 | 440 |
| Advertising<br>and other selling expenses | 175 | - | 11 | 186 | 37 |
| Taxes,<br>rates and contributions | 165 | 21 | 176 | 362 | 477 |
| Director´s<br>fees | - | 142 | - | 142 | 435 |
| Leases<br>and service charges | 40 | 10 | 1 | 51 | 59 |
| Allowance<br>for doubtful accounts, net | - | - | 111 | 111 | 69 |
| Other<br>expenses | 15 | 33 | 3 | 51 | 31 |
| Total as of September 30, 2021 | 1,754 | 737 | 338 | 2,829 | - |
| Total as of September 30, 2020 | 1,673 | 982 | 686 | - | 3,341 |
22
IRSA Inversiones y Representaciones Sociedad Anónima
22.
Cost of goods sold and services provided
| Total as of September 30, 2021 | Total as of September 30, 2020 | |
|---|---|---|
| Inventories<br>at the beginning of the period | 2,001 | 19,458 |
| Purchases<br>and expenses | 1,794 | 11,742 |
| Currency<br>translation adjustment | (37) | 12,597 |
| Disposals | - | (962) |
| Deconsolidation | - | (5,149) |
| Inventories<br>at the end of the period | (2,004) | (2,456) |
| Total costs | 1,754 | 35,230 |
The following table presents the composition of the Group’s inventories as of September 30, 2021 and June 30, 2021:
| Total as of September 30, 2021 | Total as of June 30, 2021 | |
|---|---|---|
| Real<br>estate | 1,928 | 1,922 |
| Others | 76 | 79 |
| Total inventories at the end of the period (*) | 2,004 | 2,001 |
(*) Inventories include trading properties and inventories.
23.
Other operating results, net
| Three Months ended September 30, 2021 | Three Months ended September 30, 2020 | |
|---|---|---|
| Donations | (16) | (28) |
| Lawsuits<br>and other contingencies | (13) | (39) |
| Operating<br>interest expense | 66 | 64 |
| Others | 215 | 19 |
| Total other operating results, net | 252 | 16 |
24.
Financial results, net
| Three Months ended September 30, 2021 | Three Months ended September 30, 2020 | |
|---|---|---|
| Finance<br>income: | ||
| -<br>Interest income | 62 | 27 |
| -<br>Dividend income | - | 18 |
| -<br>Other finance income | - | 41 |
| Total finance income | 62 | 86 |
| Finance<br>costs: | ||
| -<br>Interest expenses | (1,863) | (2,265) |
| -<br>Loss on debt swap | - | (7) |
| -<br>Other finance costs | (141) | (299) |
| Subtotal finance costs | (2,004) | (2,571) |
| Capitalized<br>finance costs | - | 142 |
| Total finance costs | (2,004) | (2,429) |
| Other<br>financial results: | ||
| -<br>Fair value gain of financial assets and liabilities at fair value<br>through profit or loss, net | 124 | 1,220 |
| -<br>Exchange differences, net | 2,842 | (13) |
| -<br>(Loss) / gain from repurchase of negotiable<br>obligations | (1) | 31 |
| -<br>Gain / (loss) from derivative financial instruments,<br>net | 3 | (286) |
| -<br>Other financial results | (2) | - |
| Total other financial results | 2,966 | 952 |
| - Inflation<br>adjustment | 340 | (89) |
| Total financial results, net | 1,364 | (1,480) |
23
IRSA Inversiones y Representaciones Sociedad Anónima
25.
Related party transactions
The following is a summary of the balances with related parties as of September 30, 2021 and June 30, 2021:
| Item | September 30, 2021 | June 30, 2021 | ||
|---|---|---|---|---|
| Trade<br>and other receivables | 2,639 | 3,258 | ||
| Investments<br>in financial assets | 1,596 | 1,721 | ||
| Borrowings | (983) | (986) | ||
| Trade<br>and other payables | (652) | (499) | ||
| Total | 2,600 | 3,494 | ||
| Related party | September 30, 2021 | June 30, 2021 | Description of transaction | Item |
| --- | --- | --- | --- | --- |
| New<br>Lipstick LLC | 24 | 25 | Reimbursement<br>of expenses receivable | Trade<br>and other receivable |
| Condor | - | 601 | Public<br>companies securities | Trade<br>and other receivable |
| 312 | 313 | Loans<br>granted | Trade<br>and other receivable | |
| 6 | 5 | Others | Trade<br>and other receivable | |
| 50 | 52 | Others | Investment<br>in financial assets | |
| Lipstick<br>Management LLC | (167) | (175) | Loans<br>obtained | Borrowings |
| Metropolitan<br>885 Third Av. LLC | (489) | (516) | Loans<br>obtained | Borrowings |
| La<br>Rural S.A. | 73 | 80 | Loans<br>granted | Trade<br>and other receivable |
| 204 | 223 | Dividends | Trade<br>and other receivable | |
| (3) | (14) | Leases<br>and/or rights of use payable | Trade<br>and other payables | |
| Other<br>associates and joint ventures | - | 2 | Reimbursement<br>of expenses receivable | Trade<br>and other receivable |
| (38) | (39) | Loans<br>obtained | Borrowings | |
| 14 | 7 | Leases<br>and/or rights of use receivable | Trade<br>and other receivable | |
| (2) | (2) | Unpaid<br>contributions | Trade<br>and other payables | |
| 7 | 7 | Reimbursement<br>of expenses receivable | Trade<br>and other receivable | |
| (97) | (115) | NCN | Borrowings | |
| (24) | (80) | Others | Trade<br>and other payables | |
| 12 | 26 | Others | Trade<br>and other receivable | |
| 1 | 1 | Share<br>based payments | Trade<br>and other payables | |
| (2) | (7) | Lease<br>liabilities | Trade<br>and other payables | |
| 9 | 8 | Loans<br>granted | Trade<br>and other receivable | |
| Total associates and joint ventures | (110) | 402 | ||
| Cresud | 38 | 14 | Reimbursement<br>of expenses receivable | Trade<br>and other receivable |
| (159) | (97) | Corporate<br>services payable | Trade<br>and other payables | |
| 1,546 | 1,669 | NCN | Investment<br>in financial assets | |
| (227) | (157) | Others | Trade<br>and other payables | |
| (3) | (3) | Share<br>based payments | Trade<br>and other payables | |
| Total parent company | 1,195 | 1,426 | ||
| Futuros<br>y Opciones S.A. | - | (104) | Loans<br>obtained | Borrowings |
| 3 | 3 | Others | Trade<br>and other receivable | |
| Helmir<br>S.A. | (33) | (35) | NCN | Borrowings |
| Total subsidiaries of parent company | (30) | (136) | ||
| Directors | (230) | (138) | Fees<br>for services received | Trade<br>and other payables |
| 5 | 5 | Advances | Trade<br>and other receivable | |
| Finkelstein | (159) | - | Loans<br>obtained | Borrowings |
| Yad<br>Levim LTD | 1,681 | 1,758 | Loans<br>granted | Trade<br>and other receivable |
| Others<br>(1) | (1) | (1) | Legal<br>Services | Trade<br>and other payables |
| - | (2) | Loans<br>obtained | Borrowings | |
| 237 | 160 | Others | Trade<br>and other receivable | |
| (2) | (1) | Management<br>Fee | Trade<br>and other payables | |
| 14 | 21 | Reimbursement<br>of expenses receivable | Trade<br>and other receivable | |
| Total directors and others | 1,545 | 1,802 | ||
| Total at the end of the period / year | 2,600 | 3,494 |
(1)
Includes CAMSA, Estudio Zang, Bergel & Viñes, Austral Gold, Fundación IRSA, Hamonet S.A., CAM Communication LP, Gary Gladstein and Fundación Museo de los Niños.
24
IRSA Inversiones y Representaciones Sociedad Anónima
The following is a summary of the results with related parties for the three-month periods ended September 30, 2021 and 2020:
| Related party | Three Months ended September 30, 2021 | Three Months ended September 30, 2020 | Description of transaction |
|---|---|---|---|
| BACS | 20 | 43 | Leases<br>and/or rights of use |
| BHN<br>Vida S.A | 6 | - | Leases<br>and/or rights of use |
| BHN<br>Seguros Generales S.A. | 6 | - | Financial<br>operations |
| Helmir | 1 | - | Financial<br>operations |
| Other<br>associates and joint ventures | (8) | 14 | Leases<br>and/or rights of use |
| - | (14) | Corporate<br>services | |
| Total associates and joint ventures | 25 | 43 | |
| Cresud | (43) | 6 | Leases<br>and/or rights of use |
| (212) | (311) | Corporate<br>services | |
| (2) | 456 | Financial<br>operations | |
| Total parent company | (257) | 151 | |
| Directors | (140) | (785) | Fees<br>and remunerations |
| Senior<br>Management | (24) | - | Fees<br>and remunerations |
| 14 | - | Financial<br>operations | |
| (5) | - | Legal<br>services | |
| - | (30) | Fees<br>and remuneration | |
| Total others | (155) | (815) | |
| Total at the end of the period | (387) | (621) |
(1)
Includes Isaac Elsztain e Hijos, CAMSA. Hamonet S.A., Ramat Hanassi, Estudio Zang, Bergel y Viñes, Austral Gold, La Rural, New Lipstick, Condor, TGLT and Fundación IRSA.
The following is a summary of the transactions with related parties for the three-month periods ended September 30, 2021 and 2020:
| Related party | Three Months ended September 30, 2021 | Three Months ended September 30, 2020 |
|---|---|---|
| Quality | 27 | 12 |
| Condor | 577 | - |
| Total capital contributions | 604 | 12 |
| We<br>Are Appa (former Pareto) | - | 81 |
| Total other transactions | - | 81 |
25
IRSA Inversiones y Representaciones Sociedad Anónima
26.
CNV General Resolution N° 622
As required by Section 1°, Chapter III, Title IV of CNV General Resolution N° 622, below there is a detail of the notes to the Unaudited Condensed Interim Consolidated Financial Statements that disclose the information required by the Resolution in Exhibits.
| Exhibit<br>A - Property, plant and equipment | Note 8<br>Investment properties and Note 9 Property, plant and<br>equipment |
|---|---|
| Exhibit<br>B - Intangible assets | Note 11<br>Intangible assets |
| Exhibit<br>C - Investment in associates | Note 7<br>Investments in associates and joint ventures |
| Exhibit<br>D - Other investments | Note 13<br>Financial instruments by category |
| Exhibit<br>E – Provisions | Note 18<br>Provisions |
| Exhibit<br>F - Cost of sales and services provided | Note 22<br>Cost of goods sold and services provided |
| Exhibit<br>G - Foreign currency assets and liabilities | Note 27<br>Foreign currency assets and liabilities |
27.
Foreign currency assets and liabilities
Book amounts of foreign currency assets and liabilities are as follows:
| Item / Currency (1) | Amount (2) | Peso exchange rate (3) | Total as of 09.30.2021 | Total as of 06.30.2021 |
|---|---|---|---|---|
| Assets | ||||
| Trade and other receivables | ||||
| US<br>Dollar | 35 | 98.540 | 3,433 | 3,552 |
| Euros | 0 | 113.883 | 26 | 26 |
| Receivables with related parties: | ||||
| US<br>Dollar | 20 | 98.740 | 2,018 | 2,100 |
| Total trade and other receivables | 5,477 | 5,678 | ||
| Investments in financial assets | ||||
| US<br>Dollar | 8 | 98.540 | 770 | 738 |
| Pounds | 1 | 132.625 | 82 | 109 |
| Nuevo<br>Israel Shekel | 20 | 30.590 | 618 | 667 |
| Investments with related parties: | ||||
| US<br>Dollar | 23 | 98.740 | 2,282 | 2,450 |
| Total investments in financial assets | 3,752 | 3,964 | ||
| Cash and cash equivalents | ||||
| US<br>Dollar | 10 | 98.540 | 1,012 | 1,152 |
| Euros | 0 | 113.883 | 1 | 1 |
| Total cash and cash equivalents | 1,013 | 1,153 | ||
| Total Assets | 10,242 | 10,795 | ||
| Liabilities | ||||
| Trade and other payables | ||||
| US<br>Dollar | 11 | 98.740 | 1,111 | 1,321 |
| Euros | 0 | 114.361 | 14 | 35 |
| Payables to related parties: | ||||
| US<br>Dollar | 0 | 98.740 | 7 | 58 |
| Total Trade and other payables | 1,132 | 1,414 | ||
| Borrowings | ||||
| US<br>Dollar | 539 | 98.740 | 53,242 | 54,744 |
| Borrowings with related parties | ||||
| US<br>Dollar | 15 | 98.740 | 1,500 | 1,590 |
| Total Borrowings | 54,742 | 56,334 | ||
| Derivative financial instruments | ||||
| US<br>Dollar | 0 | 98.740 | 45 | 63 |
| Total derivative financial instruments | 45 | 63 | ||
| Lease liabilities | ||||
| US<br>Dollar | 8 | 98.740 | 824 | 855 |
| Lease liabilities with related parties | ||||
| US<br>Dollar | 0 | 98.740 | 2 | 7 |
| Total lease liabilities | 826 | 862 | ||
| Total Liabilities | 56,745 | 58,673 |
(1) Considering foreign currencies those that differ from each Group’s subsidiaries functional currency at each period/year-end.
(2) Stated in millions of each foreign currency.
(3) Exchange rates as of September 30, 2021 according to Banco de la Nación Argentina.
26
IRSA Inversiones y Representaciones Sociedad Anónima
28.
Results from discontinued operations
The results of the discontinued operations include the IDBD / DIC operations which were deconsolidated in the comparative period (see Note 4.G to the Annual Financial Statements).
| Three Months ended September 30, 2021 | Three Months ended September 30, 2020 | |
|---|---|---|
| Revenues | - | 41,357 |
| Costs | - | (33,557) |
| Gross profit | - | 7,800 |
| Net<br>gain from fair value adjustment of investment<br>properties | - | (30) |
| General<br>and administrative expenses | - | (4,760) |
| Selling<br>expenses | - | (4,535) |
| Other<br>operating results, net | - | 1,548 |
| Profit from operations | - | 23 |
| Share<br>of profit of associates and joint ventures | - | 786 |
| Profit before financial results and income tax | - | 809 |
| Finance<br>income | - | 574 |
| Finance<br>cost | - | (7,541) |
| Other<br>financial results | - | 498 |
| Financial results, net | - | (6,469) |
| Profit before income tax | - | (5,660) |
| Income<br>tax | - | 302 |
| Loss from operations that are discontinued | - | (5,358) |
| Loss<br>for loss of control | - | (4,394) |
| Loss from discontinued operations | - | (9,752) |
| Loss for the period from discontinued operations attributable<br>to: | ||
| Equity<br>holders of the parent | - | (7,702) |
| Non-controlling<br>interest | - | (2,050) |
| Loss per share from discontinued operations attributable to equity<br>holders of the parent: | ||
| Basic | - | (13.39) |
| Diluted | - | (13.39) |
29.
Other relevant events of the period
Economic context in which the Group operates
The Group operates in a complex context both due to macroeconomic conditions, whose main variables have recently experienced strong volatility, as well as regulatory, social, and political conditions, both nationally and internationally.
The results from operations may be affected by fluctuations in the inflation and the exchange rate of the Argentine peso against other currencies, mainly the dollar, changes in interest rates which have an impact on the cost of capital, changes in government policies, capital controls and other political or economic events both locally and internationally.
In December 2019, a new strain of coronavirus (SARS-COV-2), which caused severe acute respiratory syndrome (COVID-19) appeared in Wuhan, China. On March 11, 2020, the World Health Organization declared COVID-19 a pandemic. In response, countries have taken extraordinary measures to contain the spread of the virus, including imposing travel restrictions and closing borders, closing businesses deemed non-essential, instructing residents to practice social distancing, implementing lockdowns, among other measures. The ongoing pandemic and these extraordinary government measures are affecting global economic activity, resulting in significant volatility in global financial markets.
27
IRSA Inversiones y Representaciones Sociedad Anónima
On March 3, 2020, the first case of COVID-19 was registered in the country and as of today, more than 5,290,000 cases of infections had been confirmed in Argentina, by virtue of which the Argentinian Government implemented a series of health measures of social, preventive and mandatory lockdown at the national level with the closure of non-essential activities, including shopping malls, as well as the suspension of flights and border closures, for much of the year 2020. Since October 2020, a large part of the activities started to become more flexible, in line with a decrease in infections, although between April 16 and June 11, 2021, because of the sustained increase in the cases registered, the National Government established restrictions on night activity and the closure of shopping malls in Buenos Aires Metropolitan Area. Due to the flexibility that has occurred in the economic activities since the beginning of this fiscal year and as of the date of issuance of these financial statements, 100% of the shopping malls are operational.
At the local environment, the following circumstances were observed:
●
In August 2021, the Monthly Economic Activity Estimator (“EMAE” in Spanish) reported by the National Institute of Statistics and Censuses (“INDEC” in Spanish), registered a variation of 12.8% compared to the same month of 2020, and 1.1% compared to the previous month.
●
The annual retail inflation reached 52.47% in the last 12 months. The survey on market expectations prepared by the Argentine Central Bank in September 2021, called the Market Expectations Survey (“REM” in Spanish), estimates a retail inflation of 48.2% i.a. for December 2021 and 46.0% for December 2022. Analysts participating in the REM forecast a rebound in economic activity in 2021, reaching an economic growth of 7.6%.
●
In the period from September 2020 to September 2021, the Argentine peso depreciated 29.6% against the US dollar according to the wholesale average exchange rate of Banco de la Nación Argentina. Given the exchange restrictions in force since August 2019, as of September 30, 2021, there is an exchange gap of approximately 78.9% between the official price of the dollar and its price in parallel markets, which impacts the level of activity in the economy and affects the level of reserves of the Argentine Central Bank. Additionally, these exchange restrictions, or those that may be dictated in the future, could affect the Group's ability to access the Single Free Exchange Market (“MULC” in Spanish) to acquire the necessary currencies to meet its financial obligations.
COVID-19 PANDEMIC
As described above, the COVID-19 pandemic has adversely impacted both the global economy and the Argentine economy and the Group's business, mainly in Shopping Malls and Hotels segments. Since the beginning of fiscal year 2022, and until the date of presentation of the financial statements, the Company's shopping malls are fully operational, as well as the office buildings, despite the remote work modality that some tenants continue to apply. Regarding hotels, although they have been operating since December 2020, the sector continues working with certain restrictions on air flows and the influx of international tourism.
The final extent of the Coronavirus outbreak and its impact on the country's economy is still uncertain. However, although it has produced significant short-term effects, they are not expected to affect business continuity and the Group’s ability to meet its financial commitments for the next twelve months.
The Group is closely monitoring the situation and taking all necessary measures to preserve human life and the Group's businesses.
28
IRSA Inversiones y Representaciones Sociedad Anónima
30.
Subsequent events
IRSA Shareholders’ Meeting
On October 21, 2021, the Ordinary Shareholders’ Meeting approved among others:
Partially write off the special reserve in the amount of ARS 30,693 which, restated for inflation at the time of the shareholders’ meeting, amounts to the sum of ARS 33,543, and use it for the total absorption of the negative result for the fiscal year ended June 30, 2021.
Sale of Catalinas Tower building
On November 2, 2021, our subsidiary, IRSA CP, completed the sale of three medium-height floors of the “261 Della Paolera” tower located in the Catalinas district of the Autonomous City of Buenos Aires for a total area of approximately 3,582 square meters and 36 parking lots located in the building.
The transaction price was approximately ARS 3,197, which as of the date of issuance of these financial statements were paid in full.
29