irsfs1q16_6k.htm - Generated by SEC Publisher for SEC Filing

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, 2015
 

 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)

Bolívar 108
(C1066AAB)
Buenos Aires, Argentina
 (Address of principal executive offices)


 Form 20-F x               Form 40-F  o
 
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 o              No x
 
 
 

 
 

IRSA INVERSIONES Y REPRESENTACIONES SOCIEDAD ANÓNIMA
(THE “COMPANY”)

 

REPORT ON FORM 6-K

 

 

Attached is an English translation of the Financial Statements for the three month periods ended on September 30, 2015 and on June 30, 2015 filed by the Company with the Comisión Nacional de Valores and the Bolsa de Comercio de Buenos Aires:

 

 


 
 

 
 

 

 

 

 

 

 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Unaudited Condensed Interim Consolidated Financial Statements as of September 30, 2015 and for the three-month periods ended September 30, 2015 and 2014

 

 

 

 

 

 

 

 

 


 
 

 

Legal information

 

 

Denomination: IRSA Inversiones y Representaciones Sociedad Anónima.

 

Fiscal year N°.: 73, beginning on July 1st, 2015.

 

Legal address: 108 Bolívar St., 1st floor, Autonomous City of Buenos Aires, Argentina.

 

Company activity: Real estate investment and development.

 

Date of registration of the by-laws in the Public Registry of Commerce: June 23, 1943.

 

Date of registration of last amendment of the by-laws in the Public Registry of Commerce: March 15, 2013.

 

Expiration of the Company’s by-laws: April 5, 2043.

 

Registration number with the Superintendence: 213,036.

 

Capital: 578,676,460 shares.

 

Common Stock subscribed, issued and paid up (in thousands of Ps.): 578,676.

 

Parent Company: Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria (Cresud S.A.C.I.F. y A.).

 

Legal Address: 877 Moreno St., 23rd. floor, Autonomous City of Buenos Aires, Argentina.

 

Main activity: Real estate, agricultural, commercial and financial activities.

 

Interest of the Parent Company on the capital stock: 372,112,411 common shares.

 

Percentage of votes of the Parent Company on the shareholders’ equity: 64.3%.

 

 

Type of stock

CAPITAL STATUS

 

Authorized for Public Offer of Shares (*)

Subscribed, Issued and Paid up (in thousands of Pesos)

Common stock with a face value of Ps. 1 per share and entitled to 1 vote each

578,676,460

578,676

 

(*) Company not included in the Optional Statutory System of Public Offer of Compulsory Acquisition.

 

 

1


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Unaudited Condensed Interim Consolidated Statements of Financial Position

as of September 30, 2015 and June 30, 2015

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

Note

09.30.2015

 

06.30.2015

ASSETS

 

 

 

 

Non- Current Assets

 

 

 

 

Investment properties

10

3,466,949

 

3,490,077

Property, plant and equipment

11

242,428

 

243,134

Trading properties

12

122,074

 

128,104

Intangible assets

13

126,495

 

127,409

Investments in associates and joint ventures

8,9

2,771,407

 

3,172,549

Deferred income tax assets

25

52,637

 

52,810

Income tax and minimum presumed income tax ("MPIT") credit

 

108,670

 

108,522

Trade and other receivables

17

140,872

 

115,141

Investments in financial assets

18

600,221

 

702,503

Derivative financial instruments

19

323,637

 

206,407

Total Non-Current Assets

 

7,955,390

 

8,346,656

Current Assets

 

 

 

 

Trading properties

12

4,088

 

3,300

Inventories

14

22,675

 

22,770

Restricted assets

16

9,771

 

9,424

Income tax and minimum presumed income tax ("MPIT") credit

 

16,854

 

19,009

Trade and other receivables

17

1,194,658

 

1,142,567

Investments in financial assets

18

712,099

 

295,409

Derivative financial instruments

19

35,955

 

29,158

Cash and cash equivalents

20

698,216

 

375,180

Total Current Assets

 

2,694,316

 

1,896,817

TOTAL ASSETS

 

10,649,706

 

10,243,473

SHAREHOLDERS’ EQUITY

 

 

 

 

Capital and reserves attributable to equity holders of the parent

 

 

 

 

Share capital

 

574,874

 

574,451

Treasury stock

 

3,802

 

4,225

Inflation adjustment of share capital and treasury stock

 

123,329

 

123,329

Share premium

 

793,123

 

793,123

Additional paid-in capital from treasury stock

 

10,733

 

7,233

Cost of treasury stock

 

(30,130)

 

(33,729)

Changes in non-controlling interest

 

(14,258)

 

(5,659)

Reserve for share-based compensation

33

61,055

 

63,824

Legal reserve

 

116,840

 

116,840

Special reserve

 

3,824

 

3,824

Cumulative translation adjustment

 

341,062

 

305,852

Retained earnings

 

245,248

 

520,940

Total capital and reserves attributable to equity holders of the parent

 

2,229,502

 

2,474,253

Non-controlling interest

 

351,828

 

396,913

TOTAL SHAREHOLDERS’ EQUITY

 

2,581,330

 

2,871,166

LIABILITIES

 

 

 

 

Non-Current Liabilities

 

 

 

 

Trade and other payables

21

263,138

 

254,628

Borrowings

24

4,289,470

 

3,736,028

Derivative financial instruments

19

264,098

 

263,969

Deferred income tax liabilities

25

98,871

 

51,440

Salaries and social security liabilities

22

2,215

 

2,220

Provisions

23

396,967

 

374,121

Income tax and minimum presumed income tax ("MPIT") liabilities

25

59,896

 

-

Total Non-Current Liabilities

 

5,374,655

 

4,682,406

Current Liabilities

 

 

 

 

Trade and other payables

21

964,287

 

895,996

Borrowings

24

1,294,246

 

1,247,796

Derivative financial instruments

19

238,909

 

236,611

Salaries and social security liabilities

22

73,257

 

122,606

Provisions

23

51,875

 

51,512

Income tax and minimum presumed income tax ("MPIT") liabilities

25

71,147

 

135,380

Total Current Liabilities

 

2,693,721

 

2,689,901

TOTAL LIABILITIES

 

8,068,376

 

7,372,307

TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES

 

10,649,706

 

10,243,473

The accompanying notes are an integral part of these Unaudited Condensed Interim Consolidated Financial Statements.

 

 

 

.

Fernando A. Elsztain

Director Acting as President

 

2


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Unaudited Condensed Interim Consolidated Statements of Income

     for the three-month periods ended September 30, 2015 and 2014

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

Note

09.30.2015

 

09.30.2014

Income from sales, rents and services

27

713,549

 

588,647

Income from expenses and collective promotion fund (“FPC”)

27

254,941

 

201,422

Costs

28

(435,134)

 

(353,494)

Gross Profit

 

533,356

 

436,575

Gain from disposal of investment properties

10

389,815

 

317,486

General and administrative expenses

29

(131,086)

 

(79,389)

Selling expenses

29

(54,963)

 

(37,422)

Other operating results, net

31

(13,098)

 

2,818

Profit from operations

 

724,024

 

640,068

Share of loss of associates and joint ventures

8,9

(491,412)

 

(111,650)

Profit before financial results and income tax

 

232,612

 

528,418

Finance income

32

46,399

 

23,825

Finance costs

32

(334,312)

 

(327,126)

Other financial results

32

(148,397)

 

87,013

Financial results, net

32

(436,310)

 

(216,288)

(Loss) / Profit before income tax

 

(203,698)

 

312,130

Income tax

25

(112,269)

 

(176,331)

(Loss) / Profit for the period

 

(315,967)

 

135,799

 

 

 

 

 

Attributable to:

 

 

 

 

Equity holders of the parent

 

(275,692)

 

3,258

Non-controlling interest

 

(40,275)

 

132,541

 

 

 

 

 

(Loss) / Profit per share attributable to equity holders of the parent during the period:

 

 

 

 

Basic

 

(0.48)

 

0.01

Diluted 

 

(0.48)

 

0.01

 

                The accompanying notes are an integral part of these Unaudited Condensed Interim Consolidated Financial Statements.

 

 

 

.

Fernando A. Elsztain

Director Acting as President

 

3


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Unaudited Condensed Interim Consolidated Statements of Income

     for the three-month periods ended September 30, 2015 and 2014

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

 

 

09.30.2015

 

09.30.2014

(Loss) / Profit for the period

 

(315,967)

 

135,799

Other comprehensive income:

 

 

 

 

Items that may be reclassified subsequently to profit or loss:

 

 

 

 

Currency translation adjustment

 

35,873

 

45,063

Other comprehensive income for the period (i)

 

35,873

 

45,063

Total comprehensive (loss) / income for the period

 

(280,094)

 

180,862

 

 

 

 

 

Attributable to:

 

 

 

 

Equity holders of the parent

 

(240,482)

 

39,914

Non-controlling interest

 

(39,612)

 

140,948

 

(i)   Components of other comprehensive income have no impact on income tax.

 

The accompanying notes are an integral part of these Unaudited Condensed Interim Consolidated Financial Statements.

 

 

 

 

 

.

Fernando A. Elsztain

Director Acting as President

 

 

4


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Unaudited Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity

for the three-month periods ended September 30, 2015 and 2014

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

Attributable to equity holders of the parent

   
 

Share capital

Treasury stock

Inflation adjustment

of share capital and treasury

stock (2)

Share premium

Additional paid-in capital from treasury stock

Cost of treasury

stock

Changes in non-controlling interest

Reserve for share-based compensation

Legal reserve

Special reserve

(1)

Cumulative translation adjustment

Retained earnings

Subtotal

Non-controlling interest

Total Shareholders´ equity

Balance at July 1st, 2015

574,451

4,225

123,329

793,123

7,233

(33,729)

(5,659)

63,824

116,840

3,824

305,852

520,940

2,474,253

396,913

2,871,166

Loss for the period

-

-

-

-

-

-

-

-

-

-

-

(275,692)

(275,692)

(40,275)

(315,967)

Other comprehensive income for the period

-

-

-

-

-

-

-

-

-

-

35,210

-

35,210

663

35,873

Total comprehensive income / (loss) for the period

-

-

-

-

-

-

-

-

-

-

35,210

(275,692)

(240,482)

(39,612)

(280,094)

Reserve for share-based compensation 

-

-

-

-

-

-

-

4,330

-

-

-

-

4,330

-

4,330

Share-based compensation plan cancellations

423

(423)

-

-

3,500

3,599

-

(7,099)

-

-

-

-

-

-

-

Changes in non-controlling interest

-

-

-

-

-

-

(8,599)

-

-

-

-

-

(8,599)

(879)

(9,478)

Dividends distribution to non-controlling interest

-

-

-

-

-

-

-

-

-

-

-

-

-

(4,499)

(4,499)

Capital contribution from non-controlling interest

-

-

-

-

-

-

-

-

-

-

-

-

-

(95)

(95)

Balance at September 30, 2015

574,874

3,802

123,329

793,123

10,733

(30,130)

(14,258)

61,055

116,840

3,824

341,062

245,248

2,229,502

351,828

2,581,330

 

The accompanying notes are an integral part of these Unaudited Condensed Interim Consolidated Financial Statements.

(1)       Related to CNV General Resolution N° 609/12. See Note 26.

(2)       Includes Ps. 811 of Inflation adjustment treasury stock. See Note 26.

 

 

 

 

.

Fernando A. Elsztain

Director Acting as President

 

5


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Unaudited Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity

for the three-month periods ended September 30, 2015 and 2014

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

Attributable to equity holders of the parent

   

 

Share capital

Treasury stock

Inflation adjustment of share capital and treasury stock (2)

Share premium

Cost of treasury stock

Changes in non-controlling interest

Reserve for share-based compensation

Legal reserve

Special reserve

(1)

Reserve
for new development

Cumulative translation adjustment

Retained earnings

Subtotal

Non-controlling interest

Total Shareholders' equity

Balance at July 1st, 2014

573,771

4,905

123,329

793,123

(37,906)

(21,808)

53,235

116,840

375,487

413,206

398,931

(784,869)

2,008,244

548,352

2,556,596

Profit for the period

-

-

-

-

-

-

-

-

-

-

-

3,258

3,258

132,541

135,799

Other comprehensive income for the period

-

-

-

-

-

-

-

-

-

-

36,656

-

36,656

8,407

45,063

Total comprehensive income for the period

-

-

-

-

-

-

-

-

-

-

36,656

3,258

39,914

140,948

180,862

Reserve for share-based compensation (Note 33)

-

-

-

-

-

-

10,064

-

-

-

-

-

10,064

-

10,064

Capital distribution to non-controlling interest

-

-

-

-

-

-

-

-

-

-

-

-

-

(3,786)

(3,786)

Changes in non-controlling interest

-

-

-

-

-

4,904

-

-

-

-

-

-

4,904

(5,998)

(1,094)

Capital contribution from non-controlling interest

-

-

-

-

-

-

-

-

-

-

-

-

-

275

275

Balance at September 30, 2014

573,771

4,905

123,329

793,123

(37,906)

(16,904)

63,299

116,840

375,487

413,206

435,587

(781,611)

2,063,126

679,791

2,742,917

 

The accompanying notes are an integral part of these Unaudited Condensed Interim Consolidated Financial Statements.

(3)   Related to CNV General Resolution N° 609/12. See Note 26.

(4)   Includes Ps. 1,045 of Inflation adjustment treasury stock. See Note 26.

 

 

 

 

.

Fernando A. Elsztain

Director Acting as President

 

6


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Unaudited Condensed Interim Consolidated Statements of Cash Flows

for the three-month periods ended September 30, 2015 and 2014

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

Note

09.30.2015

 

09.30.2014

Operating activities:

 

 

 

 

Cash generated by operations before income tax paid

20

441,137

 

306,855

Income tax and Minimum Presumed Income tax paid

 

(66,995)

 

(54,761)

Net cash generated by operating activities

 

374,142

 

252,094

Investing activities:

 

 

 

 

Capital contributions in associates and joint ventures

8.9

(34,329)

 

(3,280)

Purchases of associates and joint ventures

8.9

-

 

(268,975)

Purchases of investment properties

10

(46,780)

 

(228,662)

Proceeds from sale of investment properties

 

387,557

 

1,507,060

Purchases of property, plant and equipment

11

(5,723)

 

(11,685)

Purchases of intangible assets

13

(24)

 

(383)

Purchase of investments in financial assets

 

(1,283,245)

 

(309,178)

Proceeds from sale of investments in financial assets

 

699,564

 

361,080

Proceeds from sale of equity interest in associates and joint ventures

 

-

 

19,139

Interest received from financial assets

 

702

 

3,175

Loans granted to associates and joint ventures

 

-

 

49

Dividends received

 

-

 

290

Net cash (used in) generated by investing activities

 

(282,278)

 

1,068,630

Financing activities:

 

 

 

 

Proceeds from borrowings

 

531,437

 

327,819

Payments of borrowings

 

(226,217)

 

(684,650)

Payment of non-convertible notes

 

(95,636)

 

-

Payment of financial leasing

 

(800)

 

(592)

Dividends paid

 

(42,773)

 

(48,055)

Acquisition of non-controlling interest in subsidiaries

 

(8,599)

 

(1,094)

Capital contribution of non-controlling interest

 

-

 

275

Capital distribution to non-controlling interest

 

-

 

(3,786)

Dividends paid to non-controlling interest

 

(5,473)

 

-

Interest paid

 

(206,024)

 

(192,204)

Loans from associates and joint ventures, net

 

-

 

13,009

Repurchase of non-convertible notes

 

(120,803)

 

-

Payment of seller financing of shares

 

-

 

(105,861)

Issuance of non-convertible notes

 

403,051

 

-

Payments related to derivative financial instruments

 

(14,032)

 

(16,213)

Net cash generated by (used in) financing activities

 

214,131

 

(711,352)

Net Increase in cash and cash equivalents

 

305,995

 

609,372

Cash and cash equivalents at beginning of year

20

375,180

 

609,907

Foreign exchange gain on cash and cash equivalents

 

17,041

 

26,217

Cash and cash equivalents at end of period

 

698,216

 

1,245,496

 

  The accompanying notes are an integral part of these Unaudited Condensed Interim Consolidated Financial Statements.

 

 

 

.

Fernando A. Elsztain

Director Acting as President

 

7


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

1.             The Group’s business and general information

 

IRSA Inversiones y Representaciones Sociedad Anónima (“IRSA”, “the Company”, “Us” or “the Society”) was founded in 1943 and 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”.

 

As of September 30, 2015, the Group operates in six business segments. See Note 6 to the Consolidated Financial Statements as of June 30, 2015 for a description of such segments.

 

The group’s real estate business operations are conducted primarily through IRSA and its principally subsidiary, IRSA Propiedades Comerciales S.A. (“IRSA CP”). Through IRSA CP and IRSA, the Group owns, manages and develops shopping centers across Argentina, a portfolio of office and other rental properties in the Autonomous City of Buenos Aires, and it entered the US real estate market in 2009, mainly through the acquisition of non-controlling interests in office buildings and hotels. Through IRSA or IRSA CP, the Group also develops residential properties for sale. The Group, through IRSA, is also involved in the operation of branded hotels. The Group uses the term “real estate” indistinctively in these consolidated financial statements to denote investment, development and/or trading properties activities.

 

During the fiscal year ended June 30, 2014, the Group made an investment in the Israeli market through Dolphin Fund Ltd. (“DFL”) and Dolphin Netherlands B.V. (“DN B.V.” and together with DFL “Dolphin”), in IDB Development Corporation Ltd. (“IDBD”) (an Israeli Company), of an initial interest of 26.65%. During fiscal year ended June 30, 2015, the Group continued investing in IDBD, increasing its indirect interest as of June 30, 2015, to 49%. During the three-month-period ended on September 30, 2015 the Group did not invest further in the company. IDBD is one of the Israeli largest and most diversified conglomerates, which is involved, through its subsidiaries, in several markets and industry, including real estate, retail, agribusiness, insurance, telecommunications, etc.; controlling or participating in companies as: Clal Insurance (Insurance Company), Cellcom (Mobile phone services), Adama (Agrochemicals), Super-Sol (supermarket), PBC (Real Estate), among others. IDBD is listed in Tel Aviv Stock Exchange (“TASE”) since May, 2014.

 

 

 

 

8


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

1.             The Group’s business and general information (Continued)

 

The activities of the Group’s segment “Financial operations and others” is carried out mainly through Banco Hipotecario S.A. (“BHSA”), where we have a 29.99% interest (without considering treasury shares of our own). BHSA is a commercial bank offering a wide variety of banking activities and related financial services to individuals, small and medium-sized companies and large corporations, including the provision of mortgaged loans. BHSA’s shares are listed on the Buenos Aires Stock Exchange (“BASE”). Besides that, the Group has a 43.15% interest in Tarshop S.A (“Tarshop”), which main activities are credit card and loan origination transactions. 

 

IRSA’s shares are listed and traded on both the BASE and the New York Stock Exchange (“NYSE”). IRSA CP shares are listed and traded on both the BASE and the NASDAQ.

 

Cresud S.A.C.I.F y A. is our ultimate parent company and is a corporation incorporated and domiciled in Argentina. The address of its registered office is 877 Moreno St., Floor 23, Autonomous City of Buenos Aires, Argentina.

 

These Unaudited Condensed Interim Consolidated Financial Statements have been approved for issue by the Board of Directors on November 11, 2015.

 

2.             Summary of significant accounting policies

 

2.1         Basis of preparation of the Unaudited Condensed Interim Consolidated Financial Statements

 

a)     Basis of preparation

 

The Unaudited Condensed Interim Consolidated Financial Statements have been prepared in accordance with IAS 34 “Interim Financial Reporting”. Furthermore, some additional issues were included as required by the Business Companies Act and/or regulations of the CNV, including supplementary information provided in the last paragraph of section 1, Chapter III, Title IV of General Ruling 622/13 of the CNV. Such information is included in the Notes to the Unaudited Condensed Consolidated Interim Financial Statements, as admitted by the International Financial Reporting Standard (IFRS).

 

These Unaudited Condensed Interim Consolidated Financial Statements should be read together with the Annual Consolidated Financial Statements of the Group as of June 30, 2015 prepared in accordance with IFRS in force. These Unaudited Condensed Interim Consolidated Financial Statements are presented in thousands of Argentine Pesos.

 

These Unaudited Condensed Interim Consolidated Financial Statements corresponding to the three-month periods ended September 30, 2015 and 2014 have not been audited. The management believes they include all necessary adjustments to fairly present the results of each period. The Company’s three-month periods ended September 30, 2015 and 2014 results do not necessarily reflect the proportion of the Group’s full-year results.

 

 

9


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

2.             Basis of preparation of the Unaudited Condensed Interim Consolidated Financial Statements (Continued)

 

2.2.      Accounting policies

 

The accounting policies applied in the presentation of these Unaudited Condensed Interim Consolidated Financial Statements are consistent with those applied in the preparation of the information under IFRS as of June 30, 2015. The principal accounting policies are described in Note 2 of the Consolidated Financial Statements for the year ended June 30, 2015.

 

2.3.         Use of estimates

 

The preparation of financial statements at a certain date requires the 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 Unaudited Condensed Interim Consolidated Financial Statements, the significant judgments made by Management in applying the Group’s accounting policies and the main sources of uncertainty were the same applied by the Group in the preparation of the Annual Consolidated Financial Statements for the year ended June 30, 2015, save for changes in accrued income tax, provision for legal claims, provision for Directors' fees, allowance for bad debts and accrued supplementary rental.

 

Additionally, to estimate the market value of its investment in IDBD, in this  period the Group chose to stop considering the listed price (Level 1 valuation) and to adopt a valuation model based on unobservable variables (Level 3 valuation), as a result of the circumstances described in Note 15. 

 

2.4.         Comparative Information

 

Balance items as of June 30, 2015 and September 30, 2014 shown in these financial statements for comparative purposes arise from the Consolidated Financial Statements then ended. Certain reclassifications have been made in order to present figures comparatively with those of this period.

 

 

 

10


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

3.            Seasonal effects on operations

 

The operations of the Group’s shopping centers are subject to seasonal effects, which affect the level of sales recorded by lessees. During summer time (January and February), the lessees of shopping centers experience the lowest sales levels in comparison with the winter holidays (July) and year-end holidays (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 mall sales. Sale discounts at the end of each season also affect the business. As a consequence, a higher level of revenues is generally expected in the second half of the year rather than the first in shopping center operations.

 

4.             Acquisitions, dispositions, transactions and/or authorization pending approval

 

4.1.         Acquisition and disposals

 

For the three-month period ended September 30, 2015

 

Sale of investment properties

 

On July 10, 2015, the Group through IRSA signed the transfer deed for the sale of the 16th floor of Maipú 1300 building. The transaction Price was set at US$ 1.5 million. Such transaction generated a gain before tax of approximately Ps. 12.3 million.

 

On July 24, 2015, the Group through IRSA signed the transfer deed for the sale of the 4th floor of Maipú 1300 building. The transaction Price was set at Ps. 21.7 million. Such transaction generated a gain before tax of approximately Ps. 20.0 million.

 

On July 31, 2015, the Group through IRSA signed the transfer deed for the sale of the 18th floor of    Maipú 1300 building. The transaction Price was set at US$ 1.6 million. Such transaction generated a gain before tax of approximately Ps. 12.9 million.

 

On August 24, 2015, the Group through IRSA signed the transfer deed for the sale of the 3rd floor of Maipú 1300 building. The transaction Price was set at US$ 1.5 million. Such transaction generated a gain before tax of approximately Ps. 11.9 million.

 

On September 3, 2015, the Group, through IRSA sold the lands of “Isla Sirgadero”, located in Santa Fe Province. The transaction Price was set at US$ 4.0 million. Such transaction generated a gain before tax of approximately Ps. 32.6 million.

 

On September 10, 2015, the Group through IRSA CP, transferred 5,963 square meters corresponding to seven offices floors, 56 parking units and 3 storage units of Intercontinental Plaza Building. The transaction price was set at Ps. 324.5 million, which has already been fully paid. Gross profit of this operation amounted to Ps. 300.0 million.

 

 

11


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

4.             Acquisitions, dispositions, transactions and/or authorization pending approval (Continued)

 

All sales mentioned above led to a combined profit for the Group of Ps. 389.8 million, disclosed within the line “Gain from disposal of investment properties” in the statement of income.

 

Investment in IDBD

 

On May 7, 2014, a transaction was closed whereby the Group, acting indirectly through Dolphin, acquired, jointly with C.A.A. Extra Holdings Limited, a non-related company incorporated under the laws of the State of Israel, controlled by Mordechay Ben Moshé (hereinafter, “ETH”), an aggregate number of 106.6 million common shares in IDBD representing 53.30% of its stock capital, under the scope of the debt restructuring of IDBD’s holding company, IDB Holdings Corporation Ltd. (“IDBH”), with its creditors (the “Arrangement”). Under the terms of the agreement entered into between Dolphin and E.T.H.M.B.M. Extra Holdings Ltd., a company controlled by Mordechay Ben Moshé, to which Dolphin and ETH agreed to (the “Shareholders' Agreement”), Dolphin jointly with other third party investors acquired a 50% interest in this investment, while ETH acquired the remaining 50%. The initial total investment amount was NIS 950 million, equivalent to approximately US$ 272 million at the exchange rate prevailing on that date. During fiscal year 2015 Dolphin continued investing in IDBD and as of June 30, 2015, the IRSA's indirect equity interest in IDBD amounted to approximately 49%.

 

On August 27, 2015, DIC published a rights offering memorandum according to the Proposal to IDBD and DIC (see on this regard note 9 “Interest in associates” accompanying these financial statements) and on September 6, 2015 issued right for every 1000 shares of DIC, which would be exercised automatically and cost-free on the same day for 224 Series 3 warrants, 204 Series 4 warrants, 204 Series 5 warrants and 204 Series 6 warrants, each. Each DIC warrant is convertible to 1 share of DIC and has the following characteristics:

 

-  Series 3 warrants are exercisable at NIS 6.54 and mature on December 21, 2015;

-  Series 4 warrants are exercisable at NIS 7.183 and mature on December 21, 2016;

-  Series 5 warrants mature on December 21, 2017. The exercise price is NIS 7.183 until December 20, 2016, and NIS 7.836 thereafter.

-  Series 6 warrants mature on December 21, 2018. The exercise price is NIS 7.183 until December 20, 2016, and NIS 8.489 thereafter.

 

Pursuant to the above said, on September 6, 2015 Dolphin received 91,163 warrants Series 3 and 83,023 warrants Series 4, 5 and 6 from DIC.

 

 

 

12


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

4.         Acquisitions, dispositions, transactions and/or authorization pending approval (Continued)

 

As a result of the transactions described above, as of September 30, 2015, Dolphin held an aggregate number of 324,445,664 shares, 15,998,787 Series 3 warrants, 24,897,859 Series 4 warrants, 109,342,966 Series 5 warrants and 97,833,180 Series 6 warrants, accounting for a 49.0% share interest in IDBD. Additionally, on September 30, 2015, Dolphin held 406,978 shares of DIC, 91,163 Series 3 warrants and 83,023 Series 4, 5 and 6 warrants of DIC, accounting for a direct equity interest of 0.48%.

 

As of September 30, 2015, IDBD’s Board of Directors consists of nine members, three of whom have been designated by Dolphin, Eduardo Sergio Elsztain (President), Roni Bar-On (on July 7 Roni Bar- On replaced Alejandro Gustavo Elsztain) and Saúl Zang.

 

During February and March 2015 Dolphin and ETH initiate an exchange of letters mainly in relation to claims from ETH in connection with the Rights Offering and ETH’s claim demanding a pro rata acquisition of the shares in IDBD owned by Dolphin and subscribed for under the Rights Offering and all the shares acquired thereafter by IFISA asserting in the latter case the rights under the Shareholders’ Agreement (first refusal).

 

Based on the foregoing and in accordance with the provisions of the Shareholders’ Agreement with respect to dispute resolution, on April 30, 2015 (the “Preliminary Hearing”) arbitration proceedings were initiated in English language, in Tel Aviv, and the Israeli law applies thereto.

 

The arbitration proceedings are intended to settle the issues referred to above, and application and interpretation of certain clauses of the Shareholders' Agreement.

 

In addition, during such Preliminary Hearing, the parties agreed on the rules and procedures that would govern the conduct of the arbitration proceedings and a schedule for such purposes. Appointment of an arbitrator was approved and, as a result, any applicable statutory terms began running thereafter.

 

On May 28, 2015, before the filing of the arbitration claim, ETH made a preliminary petition to the arbiter that triggered application of the Buy Me Buy You (“BMBY”) clause, which establishes that each party to the Shareholders’ Agreement may offer to the counterparty to acquire (or sell, as the case may be) the shares it holds in IDBD at a fixed price; and within 14 days from delivery of the BMBY notice (the “Notice”) recipient should let it know whether it desires to sell or acquire the other party’s shares pursuant to the terms of the Notice, in accordance with the provisions of the Shareholders’ Agreement. In such petition, ETH further added that the purchaser thereunder would be required to assume all obligations of seller under the Arrangement.

 

In addition, on June 10 and 11, 2015, Dolphin gave notice to ETH of its intention to buy all the shares in IDBD held by ETH, asserted its defenses and its interpretation about application and construction of the BMBY, establishing that ETH’s interpretation of such mechanism was erroneous.

 

 

13


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

4.            Acquisitions, dispositions, transactions and/or authorization pending approval (Continued)

 

As a result, the parties pursued arbitration to settle their disputes and in respect of the correct interpretation of the BMBY clause, in order to determine, first, who is the purchaser under the BMBY clause, and whether such party will be under the obligation to assume all the obligations of seller under the Arrangement.

 

For such purposes, the arbiter decided to divide the arbitration proceedings into two phases: the first one to deal with the disputes related to application and interpretation of the mechanism under the BMBY clause and the second one in relation to the parties’ additional petitions or claims.

 

Moreover, on June 28 and 30, 2015 ETH filed a motion with the arbiter requesting an injunction preventing changes in IDBD’s current Board of Director’s composition at IDBD’s annual shareholders’ meeting held on July 7, 2015.

 

On July 6, 2015, the arbiter granted such injunction as requested by ETH, for which reason Dolphin appointed only 3 directors for the next meeting and could appoint such number of directors until the arbiter issues a final decision about who is the purchaser under the BMBY process.

 

On September 24, 2015 the arbitrator issued its award, which provided that: (i) Dolphin and IFISA are entitled to act as buyers in the BMBY process, and ETH should sell IDBD shares held by it (92,665,929 shares) at a NIS price of 1.64 per share; (ii) the buyer must fulfill all of the commitments included in the seller’s Arrangement, including the commitment to carry out Tender Offers and the obligation to engage in capital increases; (iii) the buyer must pledge in favor of the Arrangement Trustees the shares that seller had pledged to them; (iii) the parties will have 16 days to complete the BMBY process from the time of notice of this award.

 

As Dolphin is a subsidiary that qualifies as a VCO in accordance with the IAS 28 exemption referred to in Note 2.3 (d) to the Consolidated Financial Statements for the fiscal year ended June 30, 2015, the Company has recorded its interest in IDBD at fair value with changes in the income statement.

 

 

 

 

14


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

4.         Acquisitions, dispositions, transactions and/or authorization pending approval (Continued)

 

Changes in non-controlling interest

 

IRSA CP

 

During the tree-month period ended September 30, 2015, the Group acquired 115,643 shares of IRSA CP for an amount of Ps. 3.1 million (14,501 were acquired by IRSA and the remaining 101.592 by the subsidiary Tyrus). As a result of this transaction, the non-controlling interest was reduced by Ps. 0.8 million and the interest attributable to the shareholders’ of the controlling parents was reduced by Ps. 9.5 million. The equity interest in IRSA CP as of September 30, 2015 amounts to 95.90%. The effect on shareholders’ equity of this change in the equity interest in IRSA CP is summarized as follows:

 

 

Ps.

Carrying value of non-controlling interest

879

Price paid for the non-controlling interest

(9,478)

Reserve recognized in the Shareholders’ equity

(8,599)

 

5.         Financial risk management and fair value estimates

 

5.1       Financial risk

 

The group´s diverse activities are exposed to a variety of financial risk: market risk (including foreign currency risk, interest rate risk and price risk) credit risk, liquidity risk and capital risk.

 

The Unaudited Condensed Interim Consolidated Financial Statements do not include all the information and disclosures on financial risk management; therefore they should be read along with the annual consolidated financial statements for the year ended June 30, 2015. There have been no changes in the risk management or risk management policies applied by the Group since year end.

 

5.2        Fair value estimates

 

Since June 30, 2015 there have been no significant changes in business or economic circumstances affecting the fair value of the Group's assets or liabilities (either measured at fair value or amortized cost). Furthermore, there have been certain transfers between the different hierarchies used to assess the fair value of the Group's financial instruments, which are described in Note 15.

 

 

15


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

6.            Segment information

 

IFRS 8 requires an entity to report financial and descriptive information about its reportable segments, which are operating segments or aggregations of operating segments that meet specified criteria. Operating segments are components of an entity about which separate financial information is available that is evaluated regularly by the Group’s Executive Committee (Chief Operating Decision Maker, “CODM”), without prejudice of the powers and responsibilities of the management body, that is the Board of Directors, in deciding how to allocate resources and in assessing performance. The Executive Committee evaluates the business based on the differences in the nature of its products, operations and risks. The amount reported for each segment item is the measure reported to the Executive Committee and subsequently informed for these purposes to the top management body that is the Group's Board of Directors. In turn, the Board of Directors’ management is assessed by the Shareholders’ Meeting, which is the governance body.

 

Operating segments identified are disclosed as reportable segments if they meet any of the following quantitative thresholds:

 

·       The operating segment’s reported revenue, including both sales to external customers and inter-segment sales or transfers, is ten per cent or more of the combined revenue, internal and external, of all operating segments;

 

·       The absolute amount of its reported profit or loss is ten percent or more, in absolute amount, of the greater of:

 

o   the combined reported profit of all operating segments that do not report a loss; and

 

o   the combined reported loss of all operating segments that report a loss.

 

·       Its assets are ten percent or more of the combined assets of all operating segments.

 

As well as this, the operating segments that do not meet any of the quantitative thresholds may be considered as reportable segments if the management estimates that this information could be useful for the users of the financial statements.

 

 

 

16


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

6.         Segment information (Continued)

 

If, after determining reportable segments in accordance with the preceding quantitative thresholds, the total external revenue attributable to those segments amounts to less than 75% of the total Group’s consolidated external revenue, additional segments are identified as reportable segments, even if they do not meet the thresholds described above, until at least 75% of the Group’s consolidated external revenue is included in reportable segments. Once the 75% of the Group’s consolidated external revenue is included in reportable segments, the remaining operating segments may be aggregated in the “Other segments” column.

 

Segment information has been prepared and classified according to different types of businesses in which the Group conducts its activities. The Group operates in an area of “Investment and Development Properties business” which comprises the following segments:

 

·       The “Shopping Centers” segment includes the operating results of the Group’s shopping centers portfolio principally comprised of lease and service revenues related to rental of commercial space and other spaces in the shopping centers of the Group.

 

·       The “Offices and others” segment includes the operating results of the Group’s lease revenues of office and other rental space and other service revenues related to the office activities.

 

·       The “Sales and Development” segment includes the operating results of the sales of Undeveloped parcels of land and/or trading properties, as the results related with its development and maintenance. Also included in this segment are the results of the sale of real property intended for rent, sales of hotels and other properties included in the international segment.

 

·       The "Hotel" segment includes the operating results of the Group’s hotels mainly comprised of room, catering and restaurant revenues.

 

·       The “International” segment includes profit or loss on investments in subsidiaries and/or associates that mainly operate in the United States in relation to the lease of office buildings and hotels in that country, and the results arising from investment in IDBD at fair value.

 

·       The “Financial operations and others” segment primarily includes the financial activities carried out by the associates Banco Hipotecario S.A. and Tarshop S.A., and consumer finance residual financial operations of Apsamedia S.A. (currently merged with IRSA CP). Furthermore, the e-commerce activities conducted through the associate Avenida Inc. were also included until the first quarter of the fiscal year ended June 30, 2015. This investment began to be considered a financial asset as from the second quarter of the mentioned year.

 

 

17


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

6.         Segment information (Continued)

 

The Group’s Executive Board periodically reviews the results and certain asset categories corresponding to these segments. The valuation criteria used in preparing this information are consistent with IFRS standards used for the preparation of the consolidated financial statements, except for the investments in joint ventures: Cyrsa S.A., Nuevo Puerto Santa Fe S.A., Puerto Retiro S.A., Baicom Networks S.A. and Quality Invest S.A., which are reported to the Group’s Executive Board, applying proportional consolidation method. Under this method the income/loss generated and assets, are reported in the income statement line-by-line rather than in a single item as required by IFRS. Under this method, each reported asset contains the Group’s proportionate share in the same asset class in these joint ventures. As an example, the amount of investment properties reported to the Executive Board includes (i) the balance of investment properties as stated in the statement of financial position, plus (ii) the Group’s share in the balances of investment properties of joint ventures. Management believes that the proportional consolidation method provides more useful information to understand the business return. Moreover, operating results of Entertainment Holding S.A. ("EHSA") joint venture is accounted for under the equity method. Management believes that, in this case, this method provides more adequate information for this type of investment, given its low materiality and considering it is a company without direct trade operations, where the main asset consists of an indirect interest of 25% of La Rural S.A..

 

The following asset categories are reviewed by the Group’s Executive Board: investment properties, property, plant and equipment; trading properties, goodwill, rights to receive future units through barter agreements, inventories, investment in associates and investment in EHSA joint venture. The sum of these assets, classified by business segment, is reported under “assets by segment”. Assets are allocated to each segment based on the operations and/or their physical location.

 

Goods and services exchanged between segments are calculated on the basis of market prices. Intercompany transactions between segments, if any, are eliminated.

 

The shopping center properties of the Group are all located in Argentina, the country of domicile of the Group. Mainly, the Group’s offices and other rental properties are also located in Argentina. Properties of the Group located in United States, are disclosed in column "International". The Group’s hotels are located in Argentina and United States. The Group’s trading properties are located in Argentina and Uruguay.

 

 

18


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

6.            Segment information (Continued)

 

In the last quarter of the fiscal year ended June 30, 2015, the Group has changed the presentation of the Statements of income which is reviewed by the CODM for purposes of assigning resources and assessing performance for the fiscal year for a better alignment with the current business vision and the metrics used to such end. These amendments affected the shopping centers and office segments. The information examined by the CODM does not include the amounts pertaining to building administration expenses and collective promotion funds (“FPC”, as per its Spanish acronym) from the Statements of income, and so does it exclude total recovered costs, as they are not analyzed to assess the operating performance of the segment. The CODM examines the net amount from these items (total surplus or deficit between building administration expenses and collective promotion funds and recoverable expenses). These costs and income are presented now for reconciliation of all segments and their respective consolidating operating income. The amounts corresponding to prior fiscal years have been retroactively adjusted to reflect these changes in segment information.

 

In addition, in the last quarter of the fiscal year ended June 30, 2015, the Group has modified how it presents the gain/loss on the sale of investment property in segment information, which is revised by CODM. The information revised by CODM includes the gain/loss on the sale of investment properties within sales and development segment, regardless of the segment where the property would have been originally located. These modifications affected the segments of sales and developments and international.

 

 

 

19


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

6.            Segment information (Continued)

 

Below is a summarized analysis of the lines of business of the Group for the period ended September 30, 2015:

 

 

September 30, 2015

 

Shopping Center

 

Offices

and others

 

Sales and developments

 

Hotels

 

International

 

Financial operations and others

 

Total Urban Properties and Investment

Revenues (i)

532,779

 

75,149

 

2,526

 

110,769

 

-

 

28

 

721,251

Costs

(79,119)

 

(13,616)

 

(5,406)

 

(81,563)

 

-

 

(32)

 

(179,736)

Gross Profit / (Loss) 

453,660

 

61,533

 

(2,880)

 

29,206

 

-

 

(4)

 

541,515

Gain from disposal of investment properties

-

 

-

 

389,815

 

-

 

-

 

-

 

389,815

General and administrative expenses

(37,399)

 

(12,000)

 

(28,503)

 

(21,603)

 

(32,849)

 

-

 

(132,354)

Selling expenses

(31,813)

 

(4,542)

 

(4,855)

 

(14,106)

 

-

 

(123)

 

(55,439)

Other operating results, net 

(6,554)

 

(1,275)

 

(3,581)

 

(358)

 

(644)

 

(520)

 

(12,932)

Profit / (Loss) from operations

377,894

 

43,716

 

349,996

 

(6,861)

 

(33,493)

 

(647)

 

730,605

Share of profit / (loss) of associates and joint ventures

-

 

(1,395)

 

3,126

 

-

 

(562,760)

 

67,820

 

(493,209)

Segment Profit / (Loss)

377,894

 

42,321

 

353,122

 

(6,861)

 

(596,253)

 

67,173

 

237,396

Investment properties

2,332,514

 

921,952

 

335,723

 

-

 

-

 

-

 

3,590,189

Property, plant and equipment

48,570

 

18,489

 

1,384

 

163,831

 

1,267

 

-

 

233,541

Trading properties

-

 

-

 

128,662

 

-

 

-

 

-

 

128,662

Goodwill

6,804

 

3,911

 

-

 

-

 

-

 

-

 

10,715

Right to receive future units under barter agreements

-

 

-

 

90,486

 

-

 

-

 

-

 

90,486

Inventories

15,537

 

-

 

493

 

7,011

 

-

 

-

 

23,041

Investments in associates and joint ventures

-

 

19,353

 

59,680

 

-

 

1,038,502

 

1,482,660

 

2,600,195

Operating assets

2,403,425

 

963,705

 

616,428

 

170,842

 

1,039,769

 

1,482,660

 

6,676,829

 

(i)    The Group’s revenues are entirely originated in Argentina.

 

 

20


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

6.            Segment information (Continued)

 

Below is a summarized analysis of the lines of business of the Group for the period ended September 30, 2014:

 

 

September 30, 2014

 

Shopping
centers

 

 

Offices

and others

 

Sales and developments

 

Hotels

 

International

 

Financial operations
and others

 

Total Urban Properties and Investment

Revenues (i)

387,675

 

81,024

 

4,804

 

96,827

 

25,873

 

55

 

596,258

Costs

(66,107)

 

(10,168)

 

(3,335)

 

(66,291)

 

(7,121)

 

(74)

 

(153,096)

Gross Profit

321,568

 

70,856

 

1,469

 

30,536

 

18,752

 

(19)

 

443,162

Gain from disposal of investment properties

-

 

-

 

317,486

 

-

 

-

 

-

 

317,486

General and administrative expenses

(25,938)

 

(11,289)

 

(10,070)

 

(17,289)

 

(15,701)

 

-

 

(80,287)

Selling expenses

(18,939)

 

(3,981)

 

(1,922)

 

(13,092)

 

-

 

(118)

 

(38,052)

Other operating results, net 

(2,874)

 

(1,397)

 

(756)

 

(335)

 

(249)

 

8,559

 

2,948

Profit / (Loss) from operations

273,817

 

54,189

 

306,207

 

(180)

 

2,802

 

8,422

 

645,257

Share of profit / (loss) of associates and joint ventures

-

 

4,619

 

1,296

 

345

 

(183,674)

 

59,706

 

(117,708)

Segment profit / (loss) before Financing and Taxation

273,817

 

58,808

 

307,503

 

165

 

(180,872)

 

68,128

 

527,549

Investment properties

2,249,256

 

798,099

 

584,374

 

-

 

-

 

-

 

3,631,729

Property, plant and equipment

26,836

 

30,041

 

3,840

 

163,987

 

1,453

 

-

 

226,157

Trading properties

-

 

-

 

135,619

 

-

 

-

 

-

 

135,619

Goodwill

1,667

 

9,392

 

-

 

-

 

-

 

-

 

11,059

Right to receive future units under barter agreements

9,264

 

-

 

75,813

 

-

 

-

 

-

 

85,077

Inventories

12,100

 

-

 

618

 

5,711

 

-

 

-

 

18,429

Investments in associates and joint ventures

-

 

27,868

 

39,585

 

22,474

 

763,443

 

1,314,317

 

2,167,687

Operating assets 

2,299,123

 

865,400

 

839,849

 

192,172

 

764,896

 

1,314,317

 

6,275,757

 

(i)    From all of the Group’s revenues, Ps. 570 millions are originated in Argentina and Ps. 26 million in United States.

 

 

21


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

6.            Segment information (Continued)

 

The following tables present a reconciliation between the total results of segment operations and the results of operations as per the statements of income. The adjustments relate to the presentation of the results of operations of joint ventures accounted for under the equity method under IFRS and the non-elimination of the inter-segment transactions.

 

 

September 30, 2015

 

Total as per segment information

 

Adjustment for

share of profit / (loss) of

joint ventures

 

Expenses

and FPC

 

Adjustment to

income for elimination of

inter-segment transactions

 

Total as per Statement

of income

Revenues from sales, rents and services

721,251

 

(7,178)

 

-

 

(524)

 

713,549

Income from expenses and FPC

-

 

-

 

255,174

 

(233)

 

254,941

Costs

(179,736)

 

3,694

 

(259,107)

 

15

 

(435,134)

Gross profit

541,515

 

(3,484)

 

(3,933)

 

(742)

 

533,356

Gain from disposal of investment properties

389,815

 

-

 

-

 

-

 

389,815

General and administrative expenses

(132,354)

 

291

 

-

 

977

 

(131,086)

Selling expenses

(55,439)

 

363

 

-

 

113

 

(54,963)

Other operating results, net

(12,932)

 

182

 

-

 

(348)

 

(13,098)

Profit from operations

730,605

 

(2,648)

 

(3,933)

 

-

 

724,024

Share of (loss) / profit of associates and joint ventures

(493,209)

 

1,797

 

-

 

-

 

(491,412)

Net segment profit / (loss) before financing and taxation

237,396

 

(851)

 

(3,933)

 

-

 

232,612

 

 

September 30, 2014

 

Total as per segment information

 

Adjustment for

share of profit / (loss) of

joint ventures

 

Expenses

and FPC

 

Adjustment to

income for elimination of

inter-segment transactions

 

Total as per Statement

of income

Revenues from sales, rents and services

596,258

 

(5,804)

 

-

 

(1,807)

 

588,647

Income from expenses and FPC

-

 

-

 

201,422

 

-

 

201,422

Costs

(153,096)

 

2,533

 

(204,300)

 

1,369

 

(353,494)

Gross profit

443,162

 

(3,271)

 

(2,878)

 

(438)

 

436,575

Gain from disposal of investment properties

317,486

 

-

 

-

 

-

 

317,486

General and administrative expenses

(80,287)

 

228

 

-

 

670

 

(79,389)

Selling expenses

(38,052)

 

522

 

-

 

108

 

(37,422)

Other operating results, net

2,948

 

210

 

-

 

(340)

 

2,818

Profit from operations

645,257

 

(2,311)

 

(2,878)

 

-

 

640,068

Share of (loss) / profit of associates

(117,708)

 

6,058

 

-

 

-

 

(111,650)

Net segment profit / (loss) before financing and taxation

527,549

 

3,747

 

(2,878)

 

-

 

528,418

 

 

22


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

6.            Segment information (Continued)

 

The following tables present a reconciliation between total segment assets as per segment information and total assets as per the statement of financial position.

 

 

September 30,

2015

 

September 30,

2014

Total Assets per segment based on segment information

6,686,355

 

6,275,757

Less:

 

 

 

Proportionate share in assets per segment of joint ventures (2)

(131,979)

 

(136,094)

Plus:

 

 

 

Investment in joint ventures (1)

171,211

 

185,982

Other non-reportable assets 

3,924,119

 

-

Total Consolidated Assets as per Statement of financial position

10,649,706

 

6,325,645

 

(1)  Represents the proportionate equity value of joint ventures that were proportionately consolidated for information by segment purposes.

(2)  Below is a detail of the proportionate share in assets by segment of joint ventures, included in the information reported by segment:

 

 

September 30,

2015

 

September 30,

2014

Investment properties

123,240

 

124,509

Property, plant and equipment

639

 

165

Trading properties

2,500

 

5,889

Goodwill

5,234

 

5,235

Inventories

366

 

296

Total proportionate share in assets per segment of joint ventures

131,979

 

136,094

 

 

 

23


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

7.            Information about subsidiaries

 

The Group conducts its business through several operating and holding subsidiaries. The Group considers that the subsidiaries below are the ones with non-controlling interests material to the Group.

 

Summarized statements of financial position

 

 

Panamerican Mall S.A. (“PAMSA”)

 

Dolphin Fund Ltd.

 

 

September 30,

2015

 

June 30,

2015

 

 

September 30,

2015

 

June 30,

2015

ASSETS

 

 

 

 

 

Total Non-current assets

515,743

517,465

 

1,341,053

1,728,669

Total Current assets

333,208

487,492

 

330,265

329,563

TOTAL ASSETS

848,951

1,004,957

 

1,671,318

2,058,232

 

LIABILITIES

 

 

 

 

 

Total non-current liabilities

39,947

20,791

 

264,098

263,969

Total Current liabilities

99,876

309,978

 

298,993

294,735

TOTAL LIABILITIES

139,823

330,769

 

563,091

558,704

NET ASSETS

709,128

674,188

 

1,108,227

1,499,528

 

Summarized statements of income and statements of comprehensive income

 

 

PAMSA

 

Dolphin Fund Ltd.

 

 

September 30,

2015

 

September 30,

2014

 

 

September 30,

2015

 

September 30,

2014

Revenues

97,128

74,316

 

-

-

Profit / (Loss) before income tax

54,389

45,614

 

(439,003)

(161,643)

Income tax expense

(19,449)

(15,965)

 

-

-

Profit / (Loss) for the period

34,940

29,649

 

(439,003)

(161,643)

Other comprehensive (loss) / income

-

-

 

(14,318)

16,994

Total comprehensive income / (loss) for the period

34,940

29,649

 

(453,321)

(144,649)

Profit / (Loss) attributable to non-controlling interest

6,988

5,930

 

(18,068)

32,135

 

Summarized statement of cash flows

 

PAMSA

 

 

September 30,

2015

 

September 30,

2014

Net cash generated by operating activities

56,445

64,059

Net cash used in investing activities

(18,513)

(30,624)

Net cash (used in) / generated from financing activities:

(42,864)

4,823

Net (decrease) / increase in cash and cash equivalents

(4,932)

38,258

Foreign exchange gain on cash and cash equivalents

10,553

2,674

Cash and cash equivalents at beginning of period

74

44,387

Cash and cash equivalents at end of period

5,695

85,319

 

The information above is the amount before inter-company eliminations.

 

 

 

 

24


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

8.            Interests in joint ventures

 

As of September 30, 2015 and June 30, 2015, the joint ventures of the Group were Cyrsa S.A., Puerto Retiro S.A., Baicom Networks S.A., Quality Invest S.A., NPSF, Entretenimiento Universal S.A. and EHSA. The shares in these joint ventures are not publicly traded.

 

Evolution of investments in joint ventures for the three-month period ended September 30, 2015 and for the year ended June 30, 2015 were as follows:

 

 

September 30,

2015

 

June 30,

2015

Beginning of the period /year

190,161

 

316,658

Capital contribution

-

 

8,369

Cash dividends (i)

-

 

(33,614)

Share of profit

403

 

9,608

Capital reduction (ii)

-

 

(110,860)

End of the period / year 

190,564

 

190,161

(i)      During the year ended June 30, 2015, the Group cashed dividends from Cyrsa and Nuevo Puerto Santa Fe S.A. in the amount of Ps. 31.0 million and Ps. 2.6 million, respectively.

(ii)     During the year ended June 30, 2015, Cyrsa S.A. distributed to IRSA due to capital reduction in the amount of Ps. 110.9 million.

 

Restrictions, commitments and other matters in respect of joint ventures

 

According to the Argentine laws, 5% of the profit of the year is separated to constitute legal reserve until they reach legal capped amounts (20% of total capital). This legal reserve is not available for the dividend distribution and can only be released to absorb losses. The Group’s joint ventures have not reached the legal capped amounts.

 

There are no contingent liabilities relating to the Group’s interest in joint ventures, and there are no contingent liabilities of the joint ventures themselves.

 

Quality Invest S.A.

 

In March 2011, Quality subscribed an agreement of purchase for the property of an industrial plant owned by Nobleza Piccardo S.A.I.C. y F. (hereinafter “Nobleza”) located in San Martin, Province of Buenos Aires. The facilities have the necessary features and scales for multiple uses. The purchase price was agreed on US$ 33.0 million. At the same time, Quality subscribed a lease agreement with Nobleza, by means of which Nobleza will rent the property for a maximum term of 3 years. On March 2, 2015, an Agreement Letter has been signed for the completion of lease agreement and restitution of San Martín plant. On April 2011, Quality requested the CNDC´s to issue an advisory opinion on the obligation to notify the operation or not. Later, the Court of Appeals confirmed the CNDC’s decision regarding the obligation to serve notice and consequently, therefore, on February 23, 2012 local Form F1 was filed, which as of the date of these consolidated financial statements is still in process.

 

 

 

 

 

25


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

8.            Interests in joint ventures (Continued)

 

As authorized by the relevant Ordinance, on January 20, 2015 Quality Invest S.A. entered into an Urbanization Agreement with the Municipality of San Martín which governs several regulatory aspects and sets forth a binding assignment of meters in exchange for cash contributions subject to formalization of certain administrative milestones included in the rezoning process. The Agreement contemplates a monetary compensation to the City Council totaling Ps. 40.0 million, payable in two installments of Ps. 20.0 million each. The first of such installments was paid on June 30, 2015.

 

Entertainment Holdings S.A.

 

 During November 2012, IRSA CP acquired shares of common stock, representing 50% of Entertainment Holdings S.A. (“EHSA”)’s capital stock and votes and as a consequence IRSA CP holds a jointly indirect interest in LRSA of 25% which operates the Exhibition Center “Predio Ferial de Buenos Aires”.

 

In connection with the Exhibition Center, in December 2012 the Executive Branch issued Executive Order 2552/12 that annulled an executive order dated 1991 which approved the sale of the Exhibition Center to the SRA; the effect of this new order was to revoke the sale transaction. Subsequent to December 21, 2012, the Executive Branch notified the SRA of said executive order and further ordered that the property be returned to the Federal Government within 30 subsequent days. Then, the SRA issued a press release publicly disclosing the initiation of legal actions. Furthermore, as it has become publicly known, on August 21, 2013, the Supreme Court of Justice rejected the appeal filed by the National State against the injunction timely requested by the SRA.

 

Neither has IRSA CP been served notice formally nor is it a party involved in the legal actions brought by the SRA.

 

Given the potential dimension of the dispute, as it has been known to the public, we estimate that if Executive Order 2552/2012 was found to be unconstitutional, such order shall have no legal effects either in EHSA or in the acquisition by IRSA CP of an equity interest in EHSA. However, if the opposite happen, that is, a court order declaring the nullity of Executive Order 2699/91 could have a real impact on acquired assets. In this scenario, the judicial decision may  render the purchase of the Plot of Land by SRA null and void , and all acts executed by SRA in relation to the Plot of Land, including the right of use currently held by the entity where EHSA has an indirect equity interest, through vehicle entities, would also become null and void.

 

 

 

 

26


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

8.            Interests in joint ventures (Continued)

 

On June 1, 2015, a ruling was issued in case 4573/2012 Sociedad Rural Argentina vs. National State – Executive Power on Declaratory Action, whereby the injunction staying the effects of Executive Order 2552/12 was lifted.

 

On June 2, 2015 the Sociedad Rural Argentina filed a writ of appeals against the ruling indicated above and on that same date the appeal was admitted with staying effects. While a decision on the appeal filed with the Court is pending, the motion to lift the injunction filed by the National State will have no effect.

 

On September 17, 2015 the Second Chamber decided to reject the lifting of the injunction. Against this resolution the National Government appealed Extraordinary.

 

Notwithstanding the above, to the date we are not aware of any judicial measure petitioned by the owner of the Plot of Land and/or the National Government, or the corresponding appeals or rulings, may have affected the actual use of the Plot of Land.

 

There are no contingent liabilities relating to the Group’s interest in joint ventures, and there are no contingent liabilities of the joint ventures themselves, different to the mentioned above.

 

Puerto Retiro S.A. (“Puerto Retiro”)

 

On April 18, 2000, Puerto Retiro S.A. was notified of a filing made by the National Government, through the Ministry of Defense, to extend the petition in bankruptcy of Inversora Dársena Norte S.A. (Indarsa) to Puerto Retiro. At the request of plaintiff, the bankruptcy court for the Buenos Aires District issued an order restraining the ability of Puerto Retiro to sell or dispose in any manner the land.

 

Indarsa had acquired 90% of the capital stock of Tandanor to a formerly estate owned company in 1991. Tandanor is mainly engaged in ship repairs, which activity was carried out in premises with a surface of 19 hectares located near La Boca and where Syncrolift is currently installed.

 

Indarsa did not comply with the payment of the outstanding price for the acquisition of the stock of Tandanor, and therefore the Ministry of Defense requested the bankruptcy of Indarsa, pursuing to extend the bankruptcy to Puerto Retiro.

 

 

 

 

27


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

8.            Interests in joint ventures (Continued)

 

The evidence steps of the legal procedures have been completed. Puerto Retiro appealed the precautionary measure, being the same confirmed by the Court on December 14, 2000. The parties have submitted their claims in due time. The file was passed for the judge to issue a pronouncement, this being a decree adjourning the summoning of decisions to pronouncement in the understanding that there exists pre-judgment in respect of the penal cause filed against ex-officers of the Ministry of Defense and ex-directors of the Company. Consequently, the matter will not be solved until there is final judgment in penal jurisdiction.

 

Notice has been served upon the commercial court that the criminal cause of action was declared extinguished by operation of the statutes of limitation and that the accused were acquitted. However, this ruling was revoked by the Criminal Cassation Court; an extraordinary remedy was filed, which was denied. Then a grievance remedy was filed with the Argentine Supreme Court, which has not yet decided on the dispute.

 

The Management and legal advisors of Puerto Retiro estimate that there are legal and technical issues to consider that the request for bankruptcy will be denied by the court. However, given the current status of the case, we cannot predict its outcome.

 

In addition, Tandanor filed a civil action against Puerto Retiro and other accused parties in the criminal case for violation of section 174 subsection 5, under section 173 subsection 7 of Criminal Code. The claim expects that upon invalidation of executive order that approved the bid of Dársena Norte plot of land, Tandanor be reimbursed any other sum of money that it claims to have lost due to the alleged fraudulent purchase-sale transaction of the real property disputed in the case.

 

Puerto Retiro filed an answer to the complaint in due course in relation to the civil action, and filed some affirmative defenses. Tandanor requested the intervention of the National State as third party in the proceedings, which was admitted by the Court. In March 2015 both the National State and the plaintiffs answered the motion for affirmative defenses filed by the defendant. To date, no decision has been made regarding such defenses. Until the court rules on the admissibility of such affirmative defenses, we cannot predict the outcome; yet, there are some technical legal arguments that support the company’s position.

 

 

 

 

 

 

28


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

9.            Interests in associates

 

As of September 30, 2015 and June 30, 2015, the associates of the Group were New Lipstick LLC, BHSA, IDBD, Tarshop S.A., Manibil S.A., Lipstick Management LLC, Banco de Crédito y Securitización S.A. (“BACS”) and Avenida Inc.

 

Changes in the Group’s investments in associates for the three-month period ended September 30, 2015 and for the year ended June 30, 2015 were as follows:

 

 

September 30,

2015

 

June 30,

2015

Beginning of the period /year

2,619,457

 

1,767,165

Acquisition / Increase in equity interest in associates (see Note 4)

-

 

1,254,306

Capital contributions

34,329

 

30,938

Share of profit / (loss)

66,108

 

(31,469)

Currency translation adjustment

34,790

 

87,359

Cash dividends (ii)

-

 

(12,873)

Sale of equity interest (see Note 4)

-

 

(33,768)

Reclassification to financial instruments (see Note 4)

-

 

(30,089)

Net loss on investments at fair value

(557,923)

 

(412,112)

End of the period / year (i)

2,196,761

 

2,619,457

 

(i)    Includes Ps. (384,082) and Ps. (362,931) reflecting interests in companies with negative equity as of September 30, 2015 and June 30, 2015, respectively, which are disclosed in “Provisions” (see Note 23).

(ii)   During the year ended June 30, 2015, the Group cashed dividends from BHSA in the amount of Ps. 12.9 million.

 

Restrictions, commitments and other matters in respect of associates

 

According to the Argentine laws, 5% of the profit of the year is separated to constitute legal reserve until they reach legal capped amounts (20% of total capital). This legal reserve is not available for the dividend distribution and can only be released to absorb losses. The Group’s associates under these laws have not reached the legal capped amounts.

 

There are no contingent liabilities relating to the Group’s interest in associates, and there are no contingent liabilities of the associates themselves.

 

Tarshop S.A.

 

Over the past two fiscal years, the BCRA modified certain aspects of the regulatory framework of the activities carried out by Tarshop S.A. Based on these changes, our Associate is going through a business reformulation process.

 

In addition, during October 2014 Banco Hipotecario S.A and IRSA CP approved a gradual capitalization plan to be carried out by shareholders pro rata their holdings; the first tranche of such capitalization has already been made for a total amount of Ps. 110.0 million.

 

 

 

29


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

9.             Interests in associates (Continued)

 

No-competition agreement for the sale of the equity interest

 

Due to the sale assignment and transfer of the 80% of the equity interest in Tarshop to BHSA, made during the fiscal year ended June 30, 2011, the Group committed itself to not competing for 5 years in the credit card and/or consumer loan business in which Tarshop has a presence.

 

New Lipstick

 

New Lipstick has a pledge over the shares of its operating subsidiary Metropolitan 885 Third Avenue Leasehold LLC (“Metropolitan”). Metropolitan owns the building known as Lipstick Building in Manhattan.

 

Rigby 183 LLC

 

During fiscal year 2015, Rigby has received a statement of proposed audit changes from New York State relating to New York State Real Property Transfer Tax concerning a transfer of shareholdings between shareholders in November 2012 in the amount of US$ 0.5 million. In September 2015, the State of New York notified the ruling in favor of Rigby, thereby dismissing the claim made.

 

IDBD

 

Under the Agreement, Dolphin and ETH promised to participate on a joint and several basis in the capital increases resolved by IDBD’s Board of Directors in order to carry out its business plan for 2014 and 2015, for at least NIS 300 million in 2014 and NIS 500 million in 2015. As of September 30, 2015, Dolphin has contributed NIS 668.6 million in aggregate (NIS 400 million of which are creditable against its commitment) and ETH has contributed NIS 203.5 million in IDBD. In this way, Dolphin has completed its committed contributions, while IDBD is claiming from ETH, and Dolphin, under its joint and several liability, to pay the balance committed by ETH for an aggregate of NIS 196.5 million (equivalent to approximately US$ 50.1 million at the exchange rate prevailing as of September 30, 2015).

 

 

 

 

 

 

30


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

9.            Interests in associates (Continued)

 

Moreover, as part of the Arrangement, Dolphin and ETH promised jointly and severally to make Tender Offers for the purchase of IDBD’s shares for a total amount of NIS 512.09 million (equivalent to approximately US$ 128 million at the exchange rate prevailing as of September 30, 2015), as follows: (i) by December 31, 2015 at least NIS 249.8 million for a price per share of NIS7.798 (value as of September 30, 2015, subject to adjustment) and (ii) by December 31, 2016, for at least NIS 512.09 million, less the offer made in 2015, for a price per share of NIS 8.188 (value as of September 30, 2015, subject to adjustment). As security for the performance of the tender offers, a total of 34,130,119 shares in IDBD were pledged as of September 30, 2015. In addition, as of September 30, 2015, 49,695,135 shares, 23,950,072 Series 4 warrants, 22,752,569 Series 5 warrants and 20,357,561 Series 6 warrants of IDBD held by Dolphin were deposited in escrow as pledge collateral, and are expected to be soon transferred to an account not subject to pledge. As of the date, of issuance of these financial statements, the Tender Offer has not been consummated.

 

On May 12, 2014, IDBD’s shares became listed on the TASE. Consequently, all the shares acquired to date (including the pledged shares) were deposited in escrow with Bank Leumi Le-Israel as security in compliance with the lock-up provisions set forth in Chapter D of the TASE Regulations, which provide that initially listed shares may not be disposed of for a term of 18 months and allow the release of 2.5% per month beginning on the fourth month since the initial listing date. In this way, pursuant to the TASE’s regulations as of September 30, 2015 5,240,822 shares and 335,715 Series 3 warrants remained deposited as set forth above. The lock-up provisions will be effective up to November 12, 2015.

 

Additionally, Dolphin promised to inject funds in IDBD, directly or through an affiliated company, for at least NIS 256 million and up to NIS 400 million, as follows: (i) NIS 256 million through the exercise of the New Rights arising from the Rights Offering by Dolphin; (ii) an additional investment (the “Additional Investment”) for an amount equivalent to (a) the Maximum Immediate Payment (as such term is defined in Note 3 to the Consolidated Financial Statements for the fiscal year ended June 30, 2015), less (b) the amount received by IDBD under the Rights Offering, excluding the exercise of the new warrants, but in no case for an amount higher than NIS 144 million. The Additional Investment will be made by Dolphin or a vehicle controlled by Eduardo Sergio Elsztain exercising additional rights to be acquired by them or, if such rights are not acquired, by participating in another rights offering to be made by IDBD. On February 10, 2015, Dolphin subscribed a total of NIS 391.5 million, with a remaining contribution commitment of NIS 8.5 million.

 

 

 

31


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

9.            Interests in associates (Continued)

 

In addition, as set forth in Note 3 to the Consolidated Financial Statements as of June 30, 2015, Dolphin promised to (i) exercise the Series 4 warrants for a total amount of NIS 150 million if so requested by IDBD’s Board of Directors within 6 to 12 months of the Rights Offering date; and (ii) exercise the remaining Series 4, 5 and 6 warrants received under the Rights Offering, subject to the satisfaction of two conditions simultaneously: (a) that IDBD and its lenders reach an agreement to amend certain covenants; and (b) that a control permit over Clal is given by the Capital Markets, Insurance and Savings Commissioner of Israel.

 

On May 6, 2015, Dolphin submitted to IDBD's Board of Directors the following binding and irrevocable proposal, which provided, among others, that Dolphin (directly or through any vehicle controlled by Eduardo Sergio Elsztain), promises to make a capital injection for up to NIS 100 million in IDBD, subject to the following conditions, among others:

 

(a)     That IDBD make a public offering of its shares, under terms acceptable to the market and approved by IDBD’s Board of Directors, for an amount of at least NIS 100 million and not to exceed NIS 125 million, and that the offering is made between October 1, 2015 and November 15, 2015.

 

(b)     The commitment assumed by Dolphin would automatically expire upon the occurrence of any of the following events before the day of the public auction under the public offering: (i) if any of IDBD’s creditors or any of the representatives of IDBD’s bondholders files legal actions against IDBD, including a complaint seeking the early or immediate repayment or acceleration of any portion of IDBD’s debt; (ii) if a meeting of any of IDBD’s bondholders is called including in its agenda any of the matters set forth in paragraph (ii); (iii) if IDBD receives capital contributions for a total amount of NIS 100 million in any manner, whether through a rights offering, the exercise of warrants, a private or public placement, and if such contributions are made by Dolphin directly or through any vehicle controlled by Eduardo Sergio Elsztain (apart from the capital contributions creditable against the NIS 158.5 million obligation under Dolphin’s irrevocable proposal dated December 29, 2014), or by any other individual or legal entity, or the investor public, and at any event when the aggregate amount of such capital contributions under paragraph 5 (d) (iii) of the proposal so submitted is lower than NIS 100 million, Dolphin’s commitment under Section 5 (c) above would be reduced accordingly; or (iv) if an adverse event or change occurs in IDBD or its control structure or in any of its material affiliates.

 

On May 7, IDBD's Board of Directors approved the proposal.

 

 

 

 

32


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

9.            Interests in associates (Continued)

 

On June 29, 2015, Dolphin submitted an irrevocable proposal to IDBD and DIC (the “Proposal Sent to IDBD and DIC”) which offered that, subject to its approval by the Boards of Directors of both companies, DIC would start as soon as possible a rights offering for up to approximately NIS 500 million (“DIC’s Rights Offering”) (equivalent to US$ 127.4 million at the exchange rate prevailing as of September 30, 2015). Under DIC’s Rights Offering, each shareholder of the company would receive, for no consideration, DIC’s right units consisting of 4 series of warrants issued by DIC (which would be registered for trading in the TASE), each of which would be exercisable for one common share of DIC (“DIC’s Warrants”), with the following features:

 

-         DIC’s Warrants would be divided into 4 series, and the exercise price of each of such series would be approximately NIS 125 million, as follows:

 

o   The first series of warrants would be exercisable until December 21, 2015, for a price to be determined based on acceptable market conditions and after consultation with capital market experts, but in no case for a higher price than NIS 6.53 (“DIC’s 1 Warrants”).

o   The second series of warrants would be exercisable until December 21, 2016, for an exercise price equivalent to 110% of DIC’s 1 Warrants’ exercise price.

o   The third series of warrants would be exercisable until December 21, 2017, for an exercise price of: (i) 110% of DIC’s 1 Warrants’ exercise price, in the event they are exercised before December 21, 2016; or (ii) 120 % of DIC’s 1 Warrants’ exercise price if they are exercised between December 21, 2016 and December 21, 2017.

o   The fourth series of warrants would be exercisable until December 21, 2018, for an exercise price of: (i) 110 % of DIC’s 1 Warrants’ exercise price, in the event they are exercised before December 21, 2016; or (ii) 130 % of DIC’s 1 Warrants’ exercise price if they are exercised between December 21, 2016 and December 21, 2018.

 

-         As part of DIC’s Rights Offering, IDBD would promise to exercise all DIC’s 1 Warrants issued in favor of IDBD, for a total amount of approximately NIS 92.5 million (“IDBD’s Investment Amount”) by December 21, 2015, provided that the following conditions have been satisfied as of such date:

 

o   IDBD should have the written consent of IDBD’s main lenders for IDBD to exercise DIC’s 1 Warrants issued in its favor under DIC’s Rights Offering.

o   IDBD should have conducted and completed a Rights Public Offering (as such term is defined below), under which it should have raised an amount of at least NIS 200 million.

 

 

 

 

33


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

9.            Interests in associates (Continued)

 

o   IDBD should have received the written consent of its main lenders in order for any amount injected as capital in IDBD after the date of such proposal in excess of NIS 100 million and up to NIS 350 million, to be used at any time for injection from IDBD into DIC, through any capital injection method.

 

-    In turn, Dolphin proposes the following to IDBD:

 

o   IDBD’s public offering amount under Dolphin’s proposal dated May 6 would be increased by at least NIS 100 million and up to NIS 125 million (the “Rights Public Offering under the Proposal to IDBD and DIC”). In other words, the total amount would be increased from a minimum of NIS 100 million to a maximum of NIS 200 million, and the maximum amount would be increased from a maximum of NIS 125 million to a maximum of NIS 250 million (the “Total Increased Amount”).

o   Therefore, Dolphin’s obligation to participate in the Rights Public Offering under the Proposal to IDBD and DIC would be increased (compared to the proposal dated May 6, 2015) by an amount equal to the difference between the Total Increased Amount and the total amount of commitments received, always provided that such amount were not higher than NIS 200 million (the “Capital Contribution Amount”).

o  The approval of this proposal would constitute IDBD’s confirmation and approval that all of Dolphin’s commitments under this proposal would imply the full and complete settlement of its remaining obligations to inject NIS 8.5 million in IDBD, pursuant to Dolphin’s irrevocable proposal dated December 29, 2014.

o   Dolphin’s commitment would automatically expire upon the occurrence of any of the following events: (i) if any of DIC’s creditors or any of the trustees of DIC’s bonds filed any legal action against DIC, including a complaint seeking the early repayment or acceleration of any portion of DIC’s debt; and/or (ii) if any meeting of DIC’s bondholders included in its agenda any one or more of the following matters: (a) appointment of advisers (financial, legal or otherwise); (b) appointment of a committee of representatives of DIC’s bondholders; (c) filing of any legal action against DIC; and/or (d) complaints for early or immediate repayment of any portion of DIC’s debt, or any similar discussion.

 

-    The Proposal to IDBD and DIC was binding and irrevocable, and it was valid up to July 13, 2015 and expired on such date if the Boards of Directors of IDBD and DIC did not accept it and approve it unconditionally. The Proposal to IDBD and DIC was approved by IDBD’s Board of Directors on July 16, 2015.

 

 

 

 

 

34


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

9.            Interests in associates (Continued)

 

On July 9 and 16, 2015, Dolphin submitted explanations on the Proposal to IDBD and DIC. On July 9, 2015, the main explanations were as follows:

 

-  The termination or expiration of the Proposal to IDBD and DIC would not repeal the commitments undertaken by Dolphin under the proposal submitted by Dolphin to IDBD on May 6, 2015, always provided that such commitments continued in full force and effect subject to the proposed terms, or Dolphin’s remaining commitment to inject NIS 8.5 million in IDBD pursuant to its irrevocable proposal dated December 29, 2014.

 

-  A further condition would be added to the Proposal to IDBD and DIC whereby if Dolphin’s interest in the rights public offering were lower than NIS 8.5 million, Dolphin would remain obliged vis-à-vis IDBD to inject the remaining amount arising from subtracting NIS 8.5 million and the amount effectively injected at this instance by Dolphin.

 

-  IDBD would replace its commitment to exercise DIC’s Series 1 warrants for NIS 92.5 million with the commitment to exercise the Series 1 warrants for at least the amount that results from subtracting (a) the Capital Contribution Amount; and (b) NIS 100 million, always provided that such amount does not exceed NIS 92.5 million.

 

On July 13, 2015, Dolphin extended the maturity of the Proposal to IDBD and DIC until July 16, 2015.

 

In addition, on July 16, 2015, Dolphin submitted additional explanations on the Proposal to IDBD and DIC dated June 29, 2015 and July 9, 2015, which provided as follows:

 

-  Dolphin agrees that the new shares to be acquired by Dolphin or any entity controlled by Eduardo Sergio Elsztain under the public offering of shares to be made by IDBD during October 2015 would not grant to it the right to participate in the Tender Offer (as such term is defined in Note 3 to the Consolidated Financial Statements as of June 30, 2015) always provided that such new shares are still held by Dolphin or an entity controlled by Eduardo Sergio Elsztain. Notwithstanding, nothing will prevent Dolphin and/or the entity controlled by Eduardo Sergio Elsztain that holds such new shares to be acquired under the public offering to be made in October 2015 by IDBD from freely disposing of them.

 

 

 

 

 

35


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

9.            Interests in associates (Continued)

 

On July 16, 2015, IDBD’s Board of Directors approved a capital increase by means of a public offering pursuant to the terms proposed by Dolphin in the Proposal to IDBD and DIC, and to exercise DIC’s warrants, all based on Dolphin’s irrevocable commitment to participate in the referred capital increase. IDBD plans to carry out the public offering between October and November 2015, subject to the company’s corporate approvals, other statutory consents required and the fact that the exercise of DIC’s warrants can be made pursuant to the terms and conditions set forth in Dolphin’s proposal. Additionally, on July 16, 2015, DIC’s Board of Directors accepted the Proposal to IDBD and DIC and instructed its management to take such steps as necessary in order to make a rights offering pursuant to Dolphin’s proposal. On August 27, 2015 DIC published the rights offering prospectus and on September 6, 2014 DIC issued 4 series of warrants to its shareholders. As of the date of submittal of these financial statements, IDBD had not completed the capital injection in DIC.

 

On August 16, 2015 and amended on September 9, 2015, the Arrangement Trustees submitted a petition to the competent court (the "Petition of the Arrangement Trustees"), including Dolphin and IFISA among other stakeholders, for it to determine whether: (a) IFISA would be subject to the commitments related to the Tender Offer under identical terms as Dolphin; (b) the shares held by any other company controlled by Eduardo Sergio Elsztain (including Dolphin) would not be eligible to take part in the Tender Offer; and (c) the shares held by any company controlled by Eduardo Sergio Elsztain (including Dolphin) and transferred to other entities would not be eligible to take part in the Tender Offer.

 

On September 29, 2015 the Arrangement Trustees submitted a petition to the competent court for it to issue a temporary order prohibiting Dolphin, IFISA and others to carry out any transactions with IDBD’s shares until the court decided on the petition made by the Arrangement Trustees. See Note 39 for further information.

 

 

 

 

36


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

10.          Investment properties

 

Changes in the Group’s investment properties for the three-month period ended September 30, 2015 and for the year ended June 30, 2015 were as follows:

 

 

Shopping Center

 

Office buildings and other rental properties

 

Undeveloped parcel of lands

 

Properties

under

development

 

Total

At June 30, 2014:

                 

Costs

3,135,470

 

1,022,389

 

367,871

 

363,001

 

4,888,731

Accumulated depreciation

(1,370,225)

 

(248,911)

 

-

 

-

 

(1,619,136)

Residual value

1,765,245

 

773,478

 

367,871

 

363,001

 

3,269,595

Year ended June 30, 2015

                 

Opening residual value

1,765,245

 

773,478

 

367,871

 

363,001

 

3,269,595

Additions

60,361

 

220,152

 

1,569

 

186,457

 

468,539

Transfers

490,191

 

23,080

 

25,331

 

(538,602)

 

-

Transfers to property, plant and equipment

(140)

 

10,404

 

-

 

(8,779)

 

1,485

Transfers to trading property

(3,107)

 

-

 

-

 

-

 

(3,107)

Disposals

(114)

 

(93,566)

 

(3,251)

 

(2,077)

 

(99,008)

Depreciation (i)

(123,387)

 

(24,040)

 

-

 

-

 

(147,427)

Residual value at the year end

2,189,049

 

909,508

 

391,520

 

-

 

3,490,077

At June 30, 2015

                 

Costs

3,682,661

 

1,182,459

 

391,520

 

-

 

5,256,640

Accumulated depreciation

(1,493,612)

 

(272,951)

 

-

 

-

 

(1,766,563)

Residual value

2,189,049

 

909,508

 

391,520

 

-

 

3,490,077

Period ended September 30, 2015

 

 

 

 

 

 

 

 

 

Opening residual value

2,189,049

 

909,508

 

391,520

 

-

 

3,490,077

Additions

45,969

 

811

 

-

 

-

 

46,780

Disposals

-

 

(20,873)

 

(2,895)

 

-

 

(23,768)

Depreciation (i)

(36,359)

 

(9,781)

 

-

 

-

 

(46,140)

Closing residual value 

2,198,659

 

879,665

 

388,625

 

-

 

3,466,949

At September 30, 2015

 

 

 

 

 

 

 

 

 

Costs 

3,728,630

 

1,162,397

 

388,625

 

-

 

5,279,652

Accumulated depreciation

(1,529,971)

 

(282,732)

 

-

 

-

 

(1,812,703)

Residual value 

2,198,659

 

879,665

 

388,625

 

-

 

3,466,949

 

(i)      Depreciation charges of investment property were included in “Costs” in the statement of income (Note 29).

 

The following amounts have been recognized in the statement of income:

 

 

September 30,

2015

 

September 30,

2014

Rental and service income

601,668

 

487,017

Income from expenses adjustment and FPC

254,941

 

201,422

Direct operating expenses

(430,575)

 

(350,828)

Development expenditures

(4,559)

 

(2,666)

Gain from disposal of investment property

389,815

 

317,486

 

Borrowing costs incurred during the period ended September 30, 2014 of Ps. 2,034, were capitalized at the rate of the Company’s general borrowings, which amounts to 15%. Those costs correspond to Alto Comahue. Capitalization of financial costs has ceased since the completion of the shopping mall, therefore, financial costs have not been capitalized as of September 30, 2015.

 

 

 

37


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

10.          Investment properties (Continued)

 

Arcos del Gourmet

 

Injunction order:

 

In December 2013, the Judicial Branch confirmed an injunction that suspended the opening of the shopping center on the grounds that it did not have certain governmental permits in the context of two judicial processes, where a final decision has been rendered for the company.

 

The plaintiff filed a petition for the continuation of the preliminary injunction by means of an extraordinary appeal of unconstitutionality which was by the lower and appellate courts; consequently, it filed an appeal with the Autonomous City of Buenos Aires Higher Court of Justice, which so far has not rendered a decision.

 

Nowadays, the Shopping Center Distrito Arcos is open to the public and operating normally.

 

Concession Status:

 

The National State issued Executive Order 1723/2012 whereby several plots of land located in prior rail yards of Palermo, Liniers and Caballito rail stations ceased to be used for rail purposes, in order to be used for development of integral urbanization projects.

 

In this respect and as part of several measures related to other licensed persons and/or concessionaires, we have notified in the file of proceedings of the corresponding Resolution 170/2014 revoking the Contract for Reformulation of the Concession of Rights of use and Development number AF000261 issued by the Agencia de Administración de Bienes del Estado (State Assets Administration Office, or AABE in Spanish).

 

It should further be pointed out that such measure:

 

(i)   has not been adopted due to non-compliance of our controlled company;

(ii)  to date has not involved the interruption of the commercial development or operation of the shopping center, which continues to operate under normal conditions;

 

Notwithstanding the foregoing, Arcos del Gourmet S.A. has filed the relevant administrative remedies (appeal) and has also filed a judicial action requesting that the revocation of such concession be overruled.

 

Furthermore, it has started a so-called “juicio de consignación”, that is an action where the plaintiff deposits with the court sums of money that the defendant refuses to accept. Under this legal action, the company has deposited in due time and form all rental payments under the Contract for Reformulation of the Concession of Rights of Use and Development, which the Company considers to have been unduly revoked.

 

 

 

38


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

10.          Investment properties (Continued)

 

The following is a detailed summary of the Group's investment properties by type at September 30, 2015 and June 30, 2015:

 

Name

 

Net book amount

 

September 30,

2015

 

June 30,

2015

Shopping centers:

 

 

 

 

Abasto de Buenos Aires

 

255,183

 

255,335

Alto Palermo Shopping

 

218,892

 

221,792

Alto Avellaneda

 

130,820

 

131,140

Paseo Alcorta

 

105,940

 

106,091

Alto Noa

 

30,570

 

29,708

Buenos Aires Design

 

11,475

 

12,860

Patio Bullrich

 

111,272

 

112,426

Alto Rosario

 

113,731

 

115,014

Mendoza Plaza

 

99,800

 

101,657

Dot Baires Shopping

 

373,971

 

377,260

Córdoba Shopping

 

63,221

 

61,111

Patio Olmos

 

26,514

 

27,050

Soleil Factory

 

83,303

 

84,301

Ocampo parking space

 

14,164

 

14,401

Alto Comahue

 

316,605

 

309,103

Distrito Arcos

 

243,198

 

229,800

Total Shopping Centers

 

2,198,659

 

2,189,049

Office building and other rental properties portfolio:

 

 

 

 

Bouchard 551

 

7,585

 

7,698

Bouchard 710

 

60,791

 

60,923

Dique IV

 

51,043

 

51,835

Intercontinental Plaza

 

21,769

 

41,106

Libertador 498

 

3,972

 

3,938

Maipú 1300

 

9,914

 

14,713

Suipacha 652

 

8,272

 

8,255

Torre BankBoston

 

137,523

 

138,432

República building

 

193,459

 

194,971

Dot building

 

125,506

 

126,365

La Adela

 

214,594

 

214,594

Santa María del Plata

 

12,510

 

12,510

Abasto Office

 

10,309

 

11,084

Building annexed to Alto Palermo Shopping

 

31,740

 

32,542

Others

 

15,873

 

15,973

Total Office and Other rental properties portfolio (i)

 

904,860

 

934,939

Undeveloped parcels of lands:

 

 

 

 

Santa María del Plata

 

158,951

 

158,951

Catalinas Norte

 

109,496

 

109,496

Pilar

 

1,550

 

1,550

Luján plot of land

 

41,972

 

41,972

Caballito - Ferro

 

45,812

 

45,812

Building annexed to DOT

 

25,336

 

25,336

Others

 

5,508

 

8,403

Total undeveloped parcels of land

 

388,625

 

391,520

Total

 

3,492,144

 

3,515,508

 

(i)    As of September 30, 2015 and June 30, 2015 includes property, plant and equipment in the amount of Ps. 25,195 and Ps. 25,431, respectively, that reflect offices used by the Group.

 

 

 

39


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

11.          Property, plant and equipment

 

Changes in the Group’s property, plant and equipment for the three-month period ended September 30, 2015 and for the year ended June 30, 2015 were as follows:

 

 

Hotel buildings and facilities

 

Buildings and facilities

 

Furniture

and fixtures

 

Machinery and equipment

 

Vehicles

 

Total

At June 30, 2014:

                     

Costs

390,499

 

76,600

 

17,246

 

97,291

 

512

 

582,148

Accumulated depreciation

(226,113)

 

(44,296)

 

(11,202)

 

(80,012)

 

(512)

 

(362,135)

Residual value

164,386

 

32,304

 

6,044

 

17,279

 

-

 

220,013

 

Year ended June 30, 2015

                     

Opening residual value

164,386

 

32,304

 

6,044

 

17,279

 

-

 

220,013

Additions

14,737

 

6,233

 

2,693

 

23,248

 

2,863

 

49,774

Currency translation adjustment

-

 

-

 

102

 

-

 

-

 

102

Disposals

-

 

-

 

(46)

 

-

 

-

 

(46)

Transfers to investment properties

-

 

(10,404)

 

3,618

 

5,301

 

-

 

(1,485)

Depreciation (i)

(14,309)

 

(398)

 

(1,513)

 

(8,527)

 

(477)

 

(25,224)

Residual value at the year end

164,814

 

27,735

 

10,898

 

37,301

 

2,386

 

243,134

At June 30, 2015:

 

                   

Costs

405,236

 

72,429

 

23,613

 

125,840

 

3,375

 

630,493

Accumulated depreciation

(240,422)

 

(44,694)

 

(12,715)

 

(88,539)

 

(989)

 

(387,359)

Residual value

164,814

 

27,735

 

10,898

 

37,301

 

2,386

 

243,134

 

Period ended September 30, 2015

 

                   

Opening residual value

164,814

 

27,735

 

10,898

 

37,301

 

2,386

 

243,134

Additions

2,456

 

-

 

507

 

3,786

 

-

 

6,749

Currency translation adjustment

-

 

-

 

34

 

-

 

-

 

34

Depreciation (i)

(3,439)

 

(233)

 

(464)

 

(3,210)

 

(143)

 

(7,489)

Closing residual value

163,831

 

27,502

 

10,975

 

37,877

 

2,243

 

242,428

At September 30, 2015:

 

 

 

 

 

 

 

 

 

 

 

Costs

407,692

 

72,429

 

24,154

 

129,626

 

3,375

 

637,276

Accumulated depreciation

(243,861)

 

(44,927)

 

(13,179)

 

(91,749)

 

(1,132)

 

(394,848)

Residual value

163,831

 

27,502

 

10,975

 

37,877

 

2,243

 

242,428

 

(i)   Depreciation charges of property, plant and equipment were included in “General and administrative expenses and Costs” in the statement of income (Note 29).

 

 

 

40


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

11.     Property, plant and equipment (Continued)

 

The following is a detailed summary of hotels and facilities included in property, plant and equipment of the Group by type at September 30, 2015 and June 30, 2015:

 

Name

 

Net book amount

 

September 30,

2015

 

June 30,

2015

Hotels:

       

Llao Llao

 

80,280

 

81,539

Hotel Intercontinental

 

52,861

 

51,875

Sheraton Libertador

 

30,690

 

31,400

Total Hotels

 

163,831

 

164,814

 

12.          Trading properties

 

Changes in the Group’s trading properties for the three-month period ended September 30, 2015 and for the year ended June 30, 2015 were as follows:

 

 

Completed properties

 

Properties under development

 

 

Undeveloped sites

 

Total

At June 30, 2014

6,317

 

119,188

 

9,748

 

135,253

Additions

-

 

1,066

 

-

 

1,066

Currency translation adjustment

-

 

(6,125)

 

-

 

(6,125)

Transfers of investment properties

-

 

-

 

3,107

 

3,107

Disposals

(1,897)

 

-

 

-

 

(1,897)

At June 30, 2015

4,420

 

114,129

 

12,855

 

131,404

Additions

-

 

103

 

-

 

103

Currency translation adjustment

-

 

(3,945)

 

-

 

(3,945)

Disposals

(1,400)

 

-

 

-

 

(1,400)

At September 30, 2015

3,020

 

110,287

 

12,855

 

126,162

 

 

 

 

September 30,

2015

 

June 30,

2015

Non-current

 

122,074

 

128,104

Current

 

4,088

 

3,300

Total

 

126,162

 

131,404

 

 

 

41


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

12.          Trading properties (Continued)

 

The following is a detailed summary of the Group´s trading properties by type as of September 30, 2015 and June 30, 2015:

 

Description

 

Net book

Amount

 

September 30,

2015

 

June 30,

2015

Undeveloped sites:

       

Air space Coto

 

8,945

 

8,945

Córdoba plot of land

 

3,107

 

3,107

Neuquén Project

 

803

 

803

Total undeveloped sites

 

12,855

 

12,855

Properties under development:

 

 

   

Vista al Muelle

 

41,792

 

43,362

Zetol

 

60,295

 

62,567

Pereiraola

 

8,200

 

8,200

Total properties under development

 

110,287

 

114,129

Completed properties:

 

 

   

Abril

 

2,357

 

2,357

San Martín de Tours

 

124

 

124

Entre Rios 465/9 apartment

 

-

 

1,400

Condominio I

 

21

 

21

Condominio II

 

518

 

518

Total completed properties

 

3,020

 

4,420

Total

 

126,162

 

131,404

 

 

 

 

42


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

13.       Intangible assets

 

Changes in the Group’s intangible assets for the three-month period ended September 30, 2015 and for the year ended June 30, 2015 were as follows:

 

 

Goodwill

 

Computer software

 

Rights

of use (ii)

 

Right to receive future units under barter agreements (iii)

 

Others

 

Total

At June 30, 2014

         

 

 

       

Cost

5,824

 

18,324

 

20,873

 

85,077

 

11,861

 

141,959

Accumulated depreciation

-

 

(17,020)

 

-

 

-

 

(854)

 

(17,874)

Residual value

5,824

 

1,304

 

20,873

 

85,077

 

11,007

 

124,085

Year ended June 30, 2015

         

 

 

       

Opening residual value

5,824

 

1,304

 

20,873

 

85,077

 

11,007

 

124,085

Additions

-

 

925

 

-

 

5,409

 

-

 

6,334

Disposals

(343)

 

(37)

 

-

 

-

 

-

 

(380)

Depreciation (i)

-

 

(1,011)

 

(471)

 

-

 

(1,148)

 

(2,630)

Residual value at the year end

5,481

 

1,181

 

20,402

 

90,486

 

9,859

 

127,409

At June 30, 2015

         

 

 

       

Cost

5,481

 

19,212

 

20,873

 

90,486

 

11,861

 

147,913

Accumulated depreciation

-

 

(18,031)

 

(471)

 

-

 

(2,002)

 

(20,504)

Residual value

5,481

 

1,181

 

20,402

 

90,486

 

9,859

 

127,409

Period ended September 30, 2015:

         

 

 

       

Opening residual value

5,481

 

1,181

 

20,402

 

90,486

 

9,859

 

127,409

Additions

-

 

24

 

-

 

-

 

-

 

24

Depreciation (i)

-

 

(155)

 

(235)

 

-

 

(548)

 

(938)

Closing residual value

5,481

 

1,050

 

20,167

 

90,486

 

9,311

 

126,495

Period ended September 30, 2015:

 

 

 

 

 

 

 

 

 

 

 

Cost

5,481

 

19,236

 

20,873

 

90,486

 

11,861

 

147,937

Accumulated depreciation

-

 

(18,186)

 

(706)

 

-

 

(2,550)

 

(21,442)

Residual value

5,481

 

1,050

 

20,167

 

90,486

 

9,311

 

126,495

 

(i)    Amortization charges of intangible assets are included in “General and administrative expenses” in the statement of income (Note 29). There are no impairment charges for any of the years / period presented.

(ii)   Correspond to Distrito Arcos Depreciation began in January, 2015, upon delivery of the shopping center.

(iii)   Correspond to receivables in kind representing the right to receive residential apartments in the future by way of barter agreements.

 

 

 

 

43


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

14.        Inventories

 

Breakdown of Group’s inventories as of September 30, 2015 and June 30, 2015 were as follows:

 

 

September 30,

2015

 

June 30,

2015

Current

 

 

 

Hotel supplies

7,011

 

6,926

Materials and others items of inventories

15,664

 

15,844

Current inventories

22,675

 

22,770

Total inventories

22,675

 

22,770

 

15.        Financial instruments by category

 

Determination of fair values

 

IFRS 9 defines the fair value of a financial instrument as the amount for which an asset could be exchanged, or a financial liability settled, between knowledgeable, willing parties in an arm’s length transaction. All financial instruments recognized at fair value are allocated to one of the valuation hierarchy levels of IFRS 7. This valuation hierarchy provides for three levels.

 

In the case of Level 1, valuation is based on quoted prices (unadjusted) in active markets for identical assets and liabilities that the Company can refer to at the date of valuation. A market is deemed active if transactions of assets and liabilities take place with frequency and in sufficient quantity. Since a quoted price in an active market is the most reliable indicator of fair value, this should always be used if available. The financial instruments the Group has allocated to this level mainly comprise equity investments, mutual funds, derivatives, securities and non-convertible notes for which quoted prices in active markets are available. In the case of securities, the Group allocates them to this level when either a stock market price is available or prices are provided by a price quotation on the basis of actual market transactions.

 

In the case of Level 2, fair value is determined by using valuation methods based on inputs directly or indirectly observable in the market. If the financial instrument concerned has a fixed contract period, the inputs used for valuation must be observable for the whole of this period. The financial instruments the Group has allocated to this level mainly comprise interest rate swaps and foreign currency future contracts.

 

 

 

44


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

15.       Financial instruments by category (Continued)

 

In the case of Level 3, the Group uses valuation techniques not based on inputs observable in the market. This is only permissible insofar as no market data are available. The inputs used reflect the Group’s assumptions regarding the factors which market players would consider in their pricing. The Group uses the best available information for this, including internal company data. The Group has allocated to this level preferred shares and warrants of Condor, the commitment to tender offer of shares in IDBD, the investment in the associate IDBD and other borrowings.

 

The Group’s Finance Division has a team in place in charge of estimating valuation of financial assets required to be reported in the financial statements, including the fair value of Level 3 instruments. The team directly reports to the Chief Financial Officer ("CFO").

 

The CFO and the valuation team discuss the valuation methods and results upon the acquisition of an asset and, if necessary, on a quarterly basis, in line with the Group’s quarterly reports.

 

According to the Group’s policy, transfers among the several categories of valuation tiers are recognized when occurred, or when there are changes in the prevailing circumstances requiring the transfer.

 

As described in Note 3 to the Annual Consolidated Financial Statements as of June 30, 2015, the Group has priced its investment in IDBD at market value using the exception provided in IAS 28 (see Note 2 for further details). The investment in IDBD consists of 324 million of common stocks representing 49% of IDBD’s share capital, and 248 million warrants to purchase common stocks.

 

Until June 30, 2015 the Group considered that the listing value of IDBD’s share in the Tel Aviv Stock Exchange was representative of the market value of its investment and, therefore, priced its holdings in accordance with such value, and categorized it as Level 1.

 

As mentioned in Note 9 to these Financial Consolidated Statements as part of the Arrangement, Dolphin promised to make one or more Tender Offers for the purchase of IDBD’s shares at a fixed price for a total amount of NIS 512.09 million.

 

On October 20, 2015, a first instance judge of the Tel Aviv-Jaffo Court approved a petition made by the representatives of the Creditors subject to the Arrangement and resolved that the shares held by Dolphin or any company controlled by Eduardo S. Elsztain could not be offered in the Tender Offers committed for December 2015 and December 2016. Dolphin decided to challenge the ruling by filing an appeal with Israel’s Supreme Court of Justice.

 

 

 

45


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

15.       Financial instruments by category (Continued)

 

Even though IDBD’s capital is composed of only one class of common shares holding the same rights, the cited ruling could be construed as creating “de facto” two classes of stocks with different rights, one that may be included in the Tender Offers and another class – which belongs to any company controlled by Eduardo S. Elsztain – which may not. This would imply that the stock’s listed price (which has an embedded value component for the commitment of future Tender Offers) is not representative as such for pricing Dolphin’s holding of stocks.

 

According to the Company’s policy, transfers to and from different levels of category of market value of IFRS 13 as of the date of the event or change in the circumstances that lead to the transfer. Based on the above described circumstances, the Company believes that it should cease to consider the listed price (Level 1 valuation) and make use of a valuation model with unobservable variables (Level 3 valuation) to estimate the market value of its investment in IDBD.

 

To that end, the Company has developed an in-house pricing model based on a Black-Scholes model, which fixes the Tender Offer component value embedded in the share’s listed price, and subtracts it to determine a market value for the investment. Furthermore, the model weights occurrence probabilities for different scenarios. The pricing of its investment in IDBD has been categorized as Level 3 because it uses significant unobservable variables, including, but not limited to, probability, interest rate and volatility, to determine the market value.

 

Based upon its legal advisors’ opinion, Dolphin believes it has chances to revert the first instance ruling at the Supreme Court of Justice. Dolphin has assigned equal probabilities of success or failure in the appeal. Should Dolphin fails in the appeal, the company believes the Supreme Court’s ruling could open up a range of possibilities as to the amounts that stocks could be offered in the Tender Offers.

 

Thus, the pricing model used to determine the investment market value considers the following scenarios:

 

Scenario 1:

 

The company has a 50% chance of a favorable outcome in the appeal filed with the Supreme Court of Justice and, therefore, all the shares held by Dolphin and any other company controlled by Eduardo S. Elsztain can be included in the Tender Offers. This implies a status quo with regard to the pricing methodology as of June 30, 2015 and, hence, the listing value of IDBD’s stocks would only be affected for the pricing of the Company’s holding regarding the valuation difference between June 30, 2015 and September 30, 2015.

 

 

 

46


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

15.       Financial instruments by category (Continued)

 

Scenario 2:

 

The company has a 50% chance of an unfavorable ruling by the Supreme Court of Justice. This scenario is in turn divided into secondary scenarios in accordance with the amounts of the stocks held by Dolphin or other companies controlled by Eduardo S. Elsztain, which could be included in the Tender Offers. The ruling could prohibit all of the stocks in the hands of Dolphin or any other company controlled by Eduardo S. Elsztain from being included in the Tender Offers or and could set different amounts of eligible shares to be part in the Tender Offer. Therefore, the Company has assigned different probabilities of occurrence to the secondary scenarios under scenario 2, according to the number of IDBD shares in its hands that could be included in the Tender Offers.

 

The relevant variables used in calculating the market value of the investment in IDBD are as follows:

 

Rate in NIS

 

8.09 %

IDBD Spot Price

 

NIS 2.16

Exchange rate US$ NIS

 

3.92

Exchange rate US$ Ps

 

9.42

Share price volatility

 

70.6 %

Risk free rate in ILS as of 12/31/2015

 

0.02 %

Risk free rate in ILS as of 12/31/2016

 

0.10 %

 

The probability scenarios of secondary scenario 2 are sensitive to the amount of the stocks that may be included in the Tender Offers and, therefore, influence on the calculation of the stock’s market value.

 

The warrants for purchasing IDBD’s common shares have been priced at their listing value upon considering it representative of their market value.

 

 

 

 

 

47


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

15.       Financial instruments by category (Continued)

 

The following tables present the Group’s financial assets and financial liabilities that are measured at fair value as of September 30, 2015 and June 30, 2015 and their allocation to the fair value hierarchy:

 

 

 

September 30, 2015

 

 

Level 1

 

Level 2

 

Level 3

 

Total

Assets

 

 

 

 

 

 

 

 

Financial assets at fair value through profit or loss:

 

 

 

 

 

 

 

 

- Investment in equity securities of TGLT

 

73,580

 

-

 

-

 

73,580

- Investment in preferred shares of Condor

 

-

 

-

 

225,616

 

225,616

- Investment in equity securities of Avenida Inc

 

106,118

 

-

 

-

 

106,118

- Mutual funds

 

395,342

 

-

 

-

 

395,342

- Banco Macro bonds

 

1,827

 

-

 

-

 

1,827

- Public companies securities

 

15,757

 

-

 

-

 

15,757

- Government bonds

 

293,397

 

-

 

-

 

293,397

Derivative financial instruments:

 

 

 

 

 

 

 

 

- Warrants of IDBD

 

358,485

 

-

 

-

 

358,485

- Warrants of DIC

 

1,107

 

-

 

-

 

1,107

Cash and cash equivalents:

 

 

 

 

 

 

 

 

- Mutual funds

 

3,714

 

-

 

-

 

3,714

Investment in associates:

 

 

 

 

 

 

 

 

- IDBD

 

-

 

-

 

1,016,664

 

1,016,664

Total assets

 

1,249,327

 

-

 

1,242,280

 

2,491,607

 

 

 

September 30, 2015

 

 

Level 1

 

Level 2

 

Level 3

 

Total

Liabilities

 

 

 

 

 

 

 

 

Derivative financial instruments:

 

 

 

 

 

 

 

 

- Commitment to tender offer shares in IDBD

 

-

 

-

 

499,779

 

499,779

- Foreign-currency future contracts

 

-

 

3,228

 

-

 

3,228

Borrowings:

 

 

 

 

 

 

 

 

- Other borrowings

 

-

 

-

 

16,939

 

16,939

Total liabilities

 

-

 

3,228

 

516,718

 

519,946

 

 

 

48


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

15.       Financial instruments by category (Continued)

 

 

 

June 30, 2015

 

 

Level 1

 

Level 2

 

Level 3

 

Total

Assets

 

 

 

 

 

 

 

 

Financial assets at fair value through profit or loss:

 

 

 

 

 

 

 

 

- Investment in equity securities of TGLT

 

71,573

 

-

 

-

 

71,573

- Investment in preferred shares of Condor

 

-

 

-

 

348,854

 

348,854

- Investment in equity securities of Avenida Inc

 

102,316

 

-

 

-

 

102,316

- Mutual funds

 

144,808

 

-

 

-

 

144,808

- Banco Macro bonds

 

1,789

 

-

 

-

 

1,789

- Government bonds

 

101,649

 

-

 

-

 

101,649

- Public companies securities

 

16,640

 

-

 

-

 

16,640

Derivative financial instruments:

 

 

 

 

 

 

 

 

- Warrants of IDBD

 

228,414

 

-

 

-

 

228,414

- Warrants of Condor

 

-

 

-

 

7,151

 

7,151

Cash and cash equivalents:

 

 

 

 

 

 

 

 

- Mutual funds

 

2,355

 

-

 

-

 

2,355

Investment in associates:

 

 

 

 

 

 

 

 

- IDBD

 

1,528,687

 

-

 

-

 

1,528,687

Total assets

 

2,198,231

 

-

 

356,005

 

2,554,236

 

 

 

June 30, 2015

 

 

Level 1

 

Level 2

 

Level 3

 

Total

Liabilities

 

 

 

 

 

 

 

 

Derivative financial instruments:

 

 

 

 

 

 

 

 

- Commitment to tender offer shares in IDBD

 

-

 

-

 

500,580

 

500,580

Borrowings

 

 

 

 

 

 

 

 

- Other borrowings

 

-

 

25,945

 

-

 

25,945

Total liabilities

 

-

 

25,945

 

500,580

 

526,525

 

The following table presents the changes in Level 3 instruments for the three-month period ended September 30, 2015 and June 30, 2015:

 

 

 

Preferred shares of Condor

 

Warrants

of Condor

 

Investment in associate IDBD

 

 

Commitment to tender offer of shares in IDBD

 

Other borrowings

 

Total

Total as of June 30, 2014

211,170

 

-

 

-

 

(320,847)

 

-

 

(109,677)

Currency translation adjustment

-

 

-

 

-

 

(45,151)

 

-

 

(45,151)

Total gains / (losses) for the year

137,684

 

7,151

 

-

 

(134,582)

 

-

 

10,253

Balance at June 30, 2015

348,854

 

7,151

 

-

 

(500,580)

 

-

 

(144,575)

Transfer to level 3

     

 

1,528,687

 

-

 

(25,945)

 

1,502,742

Currency translation adjustment

-

 

-

 

45,900

 

(18,049)

 

(773)

 

27,078

Total losses / gain for the period (i)

(123,238)

 

(7,151)

 

(557,923)

 

18,850

 

9,779

 

(659,683)

Balance at September 30, 2015

225,616

 

-

 

1,016,664

 

(499,779)

 

(16,939)

 

725,562

 

(i)       The gain / (loss) is not realized as of September 30, 2015 and June 30, 2015 and is accounted for under “Financial results, net” in the statement of income (Note 32).

 

 

 

49


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

15.       Financial instruments by category (Continued)

 

Upon initial recognition (January, 2012), the consideration paid for the Shares and Warrants of Condor was assigned to both instruments based on the relative fair values of those instruments upon acquisition. The fair values of these instruments exceeded the price of the transaction and were assessed using a valuation method that incorporates unobservable market data. Given the fact that the fair value of these instruments was estimated by applying the mentioned method, the Group did not recognize a gain of US$ 7.9 million at the time of initial recognition.

 

According to Group estimates, all things being constant, a 10% decline in the price of the underlying assets of preferred Shares and Warrants of Condor (data observed in the market) of Level 3 as of September 30, 2015, would reduce pre-tax income by Ps. 26.19 million.

 

According to Group estimates, all things being constant, a 10% increase in the credit spread (data which is not observable in the market) of the preferred Shares and Warrants of Condor used in the valuation model applied to Level 3 financial instruments as of September 30, 2015, would increase pre-tax income by Ps. 1.25 million. The rate used as of September 30, 2015 was 14.42%.

 

When no quoted prices in an active market are available, fair values (particularly with derivatives) are based on recognized valuation methods. The Group uses a range of valuation models for the measurement of Level 2 and Level 3 instruments, details of which may be obtained from the following table:

 

Description

 

Pricing model

 

Pricing method

 

Parameters

 

Range

Derivative on tender offer IDBD

 

Black-Scholes

 

Theoretical price

 

Underlying asset price; share price volatility (historical) and money market interest-rate curve (NIS rate curve).

 

 

Underlying asset price

1.75 a 2.55

Share price volatility

60% to 80%

Money market interest-rate

0.02% to 0.9%

Interest rate swaps

 

Cash flow

 

Theoretical price

 

Interest rate and cash flow future contract.

 

-

Preferred shares of Condor

 

Binomial tree

 

Theoretical price

 

Underlying asset price (Market price); share price volatility (historical) and money market interest-rate curve (Libor rate).

 

Underlying asset price 1.35 to 1.7

Share price volatility 55% to 75%

Money market interest-rate

0.5% to 0.7%

Warrants of Condor

 

Black-Scholes

 

Theoretical price

 

Underlying asset price (Market price); share price volatility (historical) and money market interest-rate curve (Libor rate).

 

Underlying asset price 1.35 to 1.7

Share price volatility 55% to 75%

Money market interest-rate

0.5% to 0.7%

Call option of Arcos

 

Discounted cash flow

 

-

 

Projected income and discounted interest rate.

 

-

Foreign currency-contracts

 

Present value method

 

Theoretical price

 

Money market interest-rate curve, Foreign exchange curve

 

 

 

 

 

50


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

16.        Restricted assets

 

Group’s restricted assets as of September 30, 2015 and June 30, 2015 are as follows:

 

 

September 30,

2015

 

June 30,

2015

Current

 

 

 

Guarantee deposits

9,771

 

9,424

Total current restricted assets

9,771

 

9,424

Total restricted assets

9,771

 

9,424

 

17.          Trade and other receivables

 

Group’s trade and other receivables as of September 30, 2015 and June 30, 2015 are as follows:

 

 

September 30,

2015

 

June 30,

2015

Non-current

 

 

 

Trade, leases and services receivables

85,622

 

62,080

Less: allowance for doubtful accounts

(2,208)

 

(2,208)

Total Non-current trade receivables

83,414

 

59,872

Trade receivables of joint venture

3,729

 

3,595

VAT receivables

25,854

 

24,943

Prepaid expenses

12,329

 

11,274

Loans granted

1,230

 

1,561

Advances for share purchases (see Note 4)

12,585

 

12,134

Others

422

 

487

Total Non-current other receivables

56,149

 

53,994

Related parties (Note 34)

1,309

 

1,275

Total Non-current trade and other receivables

140,872

 

115,141

 

 

 

 

51


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

17.          Trade and other receivables (Continued)

 

 

September 30,

2015

 

June 30,

2015

Current

 

 

 

Consumer financing receivables

14,584

 

14,620

Trade, leases and services receivables

371,787

 

356,217

Receivables from hotel operations

32,544

 

21,144

Checks to be deposited

236,279

 

234,059

Trade and lease debtors under legal proceedings

70,728

 

69,236

Less: Allowance for doubtful accounts

(98,017)

 

(92,935)

Total Current trade receivables

627,905

 

602,341

VAT receivables

7,057

 

7,309

Other tax receivables

15,268

 

15,398

Loans granted

12,522

 

16,448

Prepaid expenses

102,998

 

99,345

Advance payments for foreign currency future contracts

-

 

75

Advances to suppliers

50,353

 

48,441

Others

25,324

 

22,889

Less: Allowance for other receivables

(165)

 

(165)

Total Current other receivables

213,357

 

209,740

Related parties (Note 34)

353,396

 

330,486

Total Current trade and other receivables

1,194,658

 

1,142,567

Total trade and other receivables

1,335,530

 

1,257,708

 

Movements on the Group’s allowance for trade and other receivables are as follows:

 

 

September 30,

2015

 

June 30,

2015

Beginning of the period / year

95,308

 

82,309

Additions

7,800

 

26,251

Unused amounts reversed

(2,692)

 

(11,875)

Used during the period / year

(26)

 

(1,377)

End of the period / year

100,390

 

95,308

 

The creation and release of provision for impaired receivables have been included in “Selling expenses” in the statement of income (Note 29). Amounts charged to the provision account are generally written off, when there is no expectation of recovering additional cash.

 

 

 

 

 

52


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

18.          Investments in financial assets

 

Group’s investments in financial assets as of September 30, 2015 and June 30, 2015 are as follows:

 

 

September 30,

2015

 

June 30,

2015

Non-current

 

 

 

Financial assets at fair value

 

 

 

Investment in equity securities in TGLT

73,580

 

71,573

Investment in preferred shares of Condor

225,616

 

348,854

Investment in equity securities in Avenida Inc

106,118

 

102,316

Financial assets at amortized cost

 

 

 

Non-Convertible Notes related parties (Note 34)

194,907

 

179,760

Total investments in non-current financial assets

600,221

 

702,503

Current

 

 

 

Financial assets at fair value

 

 

 

Mutual funds (i)

395,342

 

144,808

Banco Macro bonds

1,827

 

1,789

Public companies securities

15,757

 

16,640

Government bonds

293,397

 

101,649

Financial assets at amortized cost

 

 

 

Non-Convertible Notes related parties (Note 34)

5,776

 

30,523

Total investments in current financial assets

712,099

 

295,409

Total investments in financial assets

1,312,320

 

997,912

 

(i)   It includes shares granted as collateral to transact foreign currency future contracts (see Note 19).

 

 

 

 

 

 

53


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

19.          Derivative Financial Instruments

 

Group’s derivative financial instruments as of September 30, 2015 and June 30, 2015 are as follows:

 

 

September 30,

2015

 

June 30,

2015

Assets

 

 

 

Non-current

 

 

 

Warrants of Condor

-

 

7,151

Warrants of DIC (Note 34)

933

 

-

Warrants of IDBD (Notes 4 and 34)

322,704

 

199,256

Total non-current derivative financial instruments

323,637

 

206,407

 

Current

 

 

 

Warrants of DIC (Note 34)

174

 

-

Warrants of IDBD (Notes 4 and 34)

35,781

 

29,158

Total current derivative financial instruments

35,955

 

29,158

Total assets

359,592

 

235,565

 

 

 

 

Liabilities

 

 

 

Non-current

 

 

 

Commitment to tender offer shares in IDBD (Notes 4 and 34)

(264,098)

 

(263,969)

Total non-current derivative financial instruments

(264,098)

 

(263,969)

 

 

 

 

Current

 

 

 

Commitment to tender offer shares in IDBD (Notes 4 and 34)

(235,681)

 

(236,611)

Foreign currency future contracts

(3,228)

 

-

Total current derivative financial instruments

(238,909)

 

(236,611)

Total liabilities

(503,007)

 

(500,580)

Total derivative financial instruments

(143,415)

 

(265,015)

 

Group’s future exchanges contracts pending as of September 30, 2015 and June 30, 2015 are as follows:

 

Futures

 

Amount (US$)

 

Due date

 

September 30,

2015

 

June 30,
2015

Banco Galicia

 

8,000

 

01/29/2016

 

(944)

 

-

Banco Galicia

 

7,000

 

04/29/2016

 

(2,170)

 

-

Banco SBS

 

10,450

 

05/31/2016

 

33

 

-

Banco Cohen

 

11,000

 

01/29/2016

 

(12)

 

-

Banco Finansur

 

15,000

 

03/31/2016

 

(135)

 

-

Total

 

51,450

 

 

 

(3,228)

 

-

 

 

 

54


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

20.          Cash flow information

 

The following table shows the amounts of cash and cash equivalents as of September 30, 2015 and June 30, 2015:

 

 

September 30,

2015

 

June 30,

2015

Cash at bank and on hand

694,502

 

372,825

Mutual funds

3,714

 

2,355

Total cash and cash equivalents

698,216

 

375,180

 

Following is a detailed description of cash flows generated by the Group’s operations for the three-month periods ended September 30, 2015 and 2014:

 

 

 

Note

September 30,

2015

 

September 30,

2014

(Loss) / Profit for the period

 

(315,967)

 

135,799

Adjustments for

 

 

 

 

Income tax expense

25

112,269

 

176,331

Amortization and depreciation

29

54,566

 

42,830

Gain from disposal of investment property

10

(389,815)

 

(317,486)

Dividends received

32

(4,370)

 

(4,195)

Share-based payments

33

5,944

 

10,064

(Loss) / Gain from derivative financial instruments

32

(115,000)

 

32,107

Changes in fair value of investments in financial assets

32

263,100

 

(119,120)

Interest expense, net

32

147,512

 

168,927

(Loss) from disposal of associates

31

-

 

(8,758)

Provisions and allowances

 

44,879

 

22,227

Share of profit / (loss) of associates and joint ventures

8.9

491,412

 

111,650

Gain on repurchase of Non-Convertible notes

32

297

 

-

Unrealized foreign exchange loss, net

 

145,205

 

81,791

Changes in operating assets and liabilities:

 

 

 

 

Increase in inventories

 

95

 

(1,170)

Decrease in trading properties

 

1,297

 

736

(Increase) / Decrease in trade and other receivables

 

(31,187)

 

165

Increase in trade and other payables

 

81,335

 

10,402

Decrease in salaries and social security liabilities

 

(49,349)

 

(34,740)

Decrease in provisions

 

(1,086)

 

(705)

Net cash generated by operating activities before income tax paid

 

441,137

 

306,855

 

The following table shows a detail of non-cash transactions occurred in the three-month periods ended September 30, 2015 and 2014:

 

 

September 30,

2015

 

September 30,

2014

Decrease in borrowings through a decrease in equity investments in subsidiaries, associates and joint ventures

-

 

4,154

Increase in investment properties through a decrease in financial assets

-

 

48,196

Increase in trade and other receivables through a decrease in equity investments in associates and joint ventures

-

 

111,181

Increase in restricted assets through a decrease in assets held for sale

-

 

8,742

Increase in property, plant and equipment through an increase in borrowings

1,026

 

458

Use of tax loss carryforwards

9,244

 

-

Share-based payments

4,330

 

-

Decrease in property, plant and equipment to investment properties

8,273

 

-

Cumulative translation adjustment

35,210

 

-

 

 

 

55


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

21.          Trade and other liabilities

 

Group’s trade and other payables as of September 30, 2015 and June 30, 2015 are as follows:

 

 

September 30,

2015

 

June 30,

2015

Non-current

 

 

 

Admission rights

154,412

 

146,036

Sale and rent payments received in advance

62,061

 

63,986

Guarantee deposits

3,608

 

6,236

Total Non-current trade payables

220,081

 

216,258

Tax payment facilities plan

22,410

 

24,080

Deferred income tax

7,296

 

7,420

Others

9,029

 

6,825

Total Non-current other payables

38,735

 

38,325

Related parties (Note 34)

4,322

 

45

Total Non-current trade and other payables

263,138

 

254,628

Current

 

 

 

Trade payables

94,773

 

104,185

Accrued invoices

157,057

 

118,985

Guarantee deposits

17,427

 

14,302

Admission rights

149,118

 

142,709

Sale and rent payments received in advance

244,567

 

223,068

Total Current trade payables

662,942

 

603,249

VAT payables

58,242

 

43,732

Deferred revenue

495

 

495

Other tax payables

32,441

 

38,639

Dividends payable to non-controlling shareholders

16,604

 

59,377

Others

16,630

 

16,032

Total Current other payables

124,412

 

158,275

Related parties (Note 34)

176,933

 

134,472

Total Current trade and other payables

964,287

 

895,996

Total trade and other payables

1,227,425

 

1,150,624

 

 

 

 

56


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

22.          Salaries and social security liabilities

 

Group’s Salaries and social security liabilities as of September 30, 2015 and June 30, 2015 are as follows:

 

 

 

September 30,

2015

 

June 30,

2015

Non-current

 

 

 

 

Social security payable

 

2,215

 

2,220

Total non-current salaries and social security liabilities

 

2,215

 

2,220

 

Current

 

 

 

 

Provision for vacation, bonuses and others

 

54,728

 

95,372

Social security payable

 

18,281

 

26,406

Others

 

248

 

828

Total current salaries and social security liabilities

 

73,257

 

122,606

Total salaries and social security liabilities

 

75,472

 

124,826

 

23.          Provisions

 

The table below shows the movements in the Group's provisions for other liabilities categorized by type of provision:

 

 

 

Labor,

legal and other claims (i)

 

Tax and

social security claims (i)

 

Investments

in associates

and joint ventures (ii)

 

Total

At June 30, 2014

 

45,088

 

1,590

 

176,982

 

223,660

Additions

 

34,316

 

285

 

159,022

 

193,623

Recovery

 

(14,157)

 

(399)

 

(59)

 

(14,615)

Used during the year

 

(4,021)

 

-

 

-

 

(4,021)

Contributions

 

-

 

-

 

(1,522)

 

(1,522)

Currency translation adjustment

 

-

 

-

 

28,508

 

28,508

At June 30, 2015

 

61,226

 

1,476

 

362,931

 

425,633

Additions

 

4,847

 

164

 

40,133

 

45,144

Recovery

 

(1,867)

 

-

 

(18,304)

 

(20,171)

Used during the period

 

(1,086)

 

-

 

-

 

(1,086)

Contributions

 

-

 

-

 

(13,828)

 

(13,828)

Currency translation adjustment

 

-

 

-

 

13,150

 

13,150

At September 30, 2015

 

63,120

 

1,640

 

384,082

 

448,842

 

(i)   Additions and recoveries are included in "Other operating results, net".

(ii)  Corresponds to the equity interest in New Lipstick LLC with negative equity. Additions and recoveries are included in "Share of profit / (loss) of associates and joint ventures".

 

 

 

 

 

 

 

57


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

23.          Provisions (Continued)

 

Disclosure of total provisions in current and non-current is as follows:

 

 

September 30,

2015

 

June 30,

2015

Non-current

396,967

 

374,121

Current

51,875

 

51,512

 

448,842

 

425,633

 

 

 

 

 

58


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

24.          Borrowings

 

The breakdown of the Group borrowings as of September 30, 2015 and June 30, 2015 was as follows:

 

 

 

 

 

 

 

 

 

 

 

 

Book value

 

Secured / unsecured

 

Currency

 

Rate

 

Effective

interest rate %

 

Nominal Value

of share capital

 

September 30,

2015

 

June 30,

2015

Non-current

 

 

 

 

 

 

 

 

 

 

 

 

 

NCN IRSA due 2017

Unsecured

 

US$

 

Fixed

 

8.5%

 

150,000

 

1,412,064

 

1,352,655

NCN IRSA due 2017

Unsecured

 

Ps.

 

Floating

 

Badlar + 450 ps

 

10,790

 

10,739

 

10,730

NCN IRSA CP due 2017

Unsecured

 

US$

 

Fixed

 

7.88%

 

116,000

 

1,064,136

 

1,025,376

NCN IRSA CP Class I due 2017 (i) 

Unsecured

 

Ps.

 

Fixed / Floating

 

(i)

 

407,260

 

405,869

 

-

NCN IRSA due 2020

Unsecured

 

US$

 

Fixed

 

11.5%

 

139,493

 

1,291,604

 

1,244,990

Seller financing of plot of land (ii)

Secured

 

US$

 

Fixed

 

-

 

2,334

 

22,034

 

21,271

Seller financing of Zetol S.A. (iii)

Secured

 

US$

 

Fixed

 

3.5%

 

4,500

 

51,843

 

49,688

Bank loans (iv)

Unsecured

 

Ps.

 

Fixed

 

(iv)

 

13,594

 

6,386

 

8,158

Finance leases obligations

Secured

 

US$

 

Fixed

 

7% to 12.8%

 

335

 

1,945

 

1,223

Finance leases obligations

Secured

 

Ps.

 

Fixed

 

33.52%

 

365

 

162

 

-

Total Non-current borrowings

 

 

 

 

 

 

 

 

 

 

4,266,782

 

3,714,091

Related parties (Note 34) (1)

 

 

 

 

 

 

 

 

 

 

22,688

 

21,937

Total Non-current borrowings

 

 

 

 

 

 

 

 

 

 

4,289,470

 

3,736,028

 

(1)      Related parties breakdown (Note 34)

 

NCN: Non-convertible Notes

 

 

 

 

 

 

 

59


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

24.          Borrowings (Continued)

 

 

 

 

 

 

 

 

 

 

 

 

Book value

 

Secured / unsecured

 

Currency

 

Rate

 

Effective

interest rate %

 

Nominal Value

of share capital

 

September 30,

2015

 

June 30,

2015

Current

 

 

 

 

 

 

 

 

 

 

 

 

 

NCN IRSA due 2015

Unsecured

 

Ps.

 

Floating

 

Badlar + 395ps

 

-

 

-

 

214,084

NCN IRSA due 2017

Unsecured

 

US$

 

Fixed

 

8.5%

 

150,000

 

19,351

 

47,318

NCN IRSA due 2017

Unsecured

 

Ps.

 

Floating

 

Badlar + 450ps

 

10,790

 

265

 

258

NCN IRSA CP due 2017

Unsecured

 

US$

 

Fixed

 

7.88%

 

116,000

 

32,285

 

10,677

NCN IRSA CP Class I due 2017 (i)

Unsecured

 

Ps.

 

Fixed / Floating

 

(i)

 

407,260

 

908

 

-

NCN IRSA due 2020

Unsecured

 

US$

 

Fixed

 

11.5%

 

139,493

 

29,389

 

64,795

Bank overdrafts (v)

Unsecured

 

Ps.

 

Floating

 

(v)

 

-

 

836,983

 

681,551

Bank loan (iv)

Unsecured

 

Ps.

 

Fixed

 

(iv)

 

13,594

 

7,008

 

5,855

Syndicated loan (vi)

Unsecured

 

Ps.

 

Fixed

 

(vi)

 

50,129

 

50,058

 

75,485

Banco Provincia de Buenos Aires loan (vii)

Unsecured

 

Ps.

 

Fixed

 

(vii)

 

248,222

 

246,064

 

106,469

Repurchase agreement with haircut

Secured

 

Ps.

 

Fixed

 

(viii)

 

37,443

 

38,170

 

-

Other borrowings

Unsecured

 

-

 

-

 

-

 

-

 

16,939

 

25,945

Finance leases obligations

Secured

 

US$

 

Fixed

 

7% to 12.8%

 

335

 

1,576

 

1,512

Finance leases obligations

Secured

 

Ps.

 

Fixed

 

33.52%

 

365

 

94

 

-

Borrowings current

 

 

 

 

 

 

 

 

 

 

1,279,090

 

1,233,949

Related parties (Note 34) (1)

 

 

 

 

 

 

 

 

 

 

15,156

 

13,847

Total Current borrowings

 

 

 

 

 

 

 

 

 

 

1,294,246

 

1,247,796

Total borrowings

 

 

 

 

 

 

 

 

 

 

5,583,716

 

4,983,824

 

(1)      Related parties breakdown (Note 34)

 

NCN: Non-convertible Notes

(i)

On September 18, 2015, IRSA Propiedades Comerciales S.A. issued non-convertible notes Class I at a mixed rate with maturity of 18 months for an amount of Ps. 407.3 million. The first three months the interest rate will be fixed at 26.5% and from the fourth month until maturity pricing will be Badlar plus four basis points. Interest will be paid quarterly and principal will be repaid in full at maturity.

(ii)

Seller financing of plot of land - Vista al Muelle S.A. in Canelones, Uruguay (Trading properties).

(iii)

Seller financing of Zetol S.A. (trading properties): Mortgage financing of US$ 7 million with a fixed 3.5% interest rate. The balance is payable, by choice of the seller, in money or with the delivery of units in buildings to be built representative of 12% of the total marketable square meters built.

(iv)

On December 23, 2013 a loan has been entered into with Banco Citibank N.A. for an amount of Ps. 5.9 million and shall accrue interest at a rate of 15.25%. Principal will be repaid in 9 quarterly consecutive installments beginning in December 2014. Additionally, on December 30, 2014 a new loan has been entered into with Banco Citibank N.A. for an amount of Ps. 10 million and shall accrue interest at a rate of 26.50%. Principal will be repaid in 9 quarterly consecutive installments beginning in December 2015.

(v)

As of September 30, 2015 and 2014, bank overdrafts were drawn on several domestic financial institutions. The Company has bank overdrafts of less than three months bearing floating interest rates ranging from 19% to 42.1% per annum.

(vi)

On November 16, 2012 the Company subscribes a syndicated loan for Ps. 118,000. Principal will be payable in 9 quarterly consecutive installments and shall accrue interest at rate of 15.01%. On June 12, 2013 the Company subscribes a new syndicated loan for Ps. 111,000. Principal will be payable in 9 quarterly consecutive installments and shall accrue interest at rate of 15.25%. Both loans have been entered into with various banking institutions, one of which is Banco Hipotecario (Note 34).

(vii) 

On December 12, 2012, the Group subscribed a loan with Banco Provincia de Buenos Aires for Ps. 29 million. Principal will be repaid in 9 quarterly consecutive installments beginning in December 2013. Finally, on June 3, 2015, the Group subscribed a loan with Banco Provincia de Buenos Aires for Ps. 100 million. Principal will be repaid at due date in December 2015. On February 3, 2014 a loan has been entered into for an amount Ps. 20 million and on December 23, 2014 a loan has been entered into with Banco Provincia de Buenos Aires for an amount of Ps. 120 million. At the date of issuance of these financial statements are both fully cancelled.

(viii)

During the quarter ended September 30, 2015, loans were taken in the stock market for terms ranging between seven and thirty days at rates ranging between 20.38% and 24% collateralized by securities.

 

 

 

 

 

 

60


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

24.          Borrowings (Continued)

 

 

 

 

 

 

 

 

 

 

 

 

Book value

 

Secured / unsecured

 

Currency

 

Rate

 

Effective

interest rate %

 

Nominal Value

share capital

 

September 30,

2015

 

June 30,

2015

Non-current

 

 

 

 

 

 

 

 

 

 

 

 

 

Banco Hipotecario

Unsecured

 

Ps.

 

Fixed

 

24%

 

7,000

 

4,355

 

5,250

Banco Hipotecario

Unsecured

 

Ps.

 

Fixed

 

15.25%

 

6,000

 

1,125

 

2,249

Cyrsa S.A

Unsecured

 

Ps.

 

Floating

 

Badlar

 

14,811

 

17,208

 

14,438

Total Non-current related parties borrowings

 

 

 

 

 

 

 

 

 

 

22,688

 

21,937

Current

 

 

 

 

 

 

 

 

 

 

 

 

 

Banco Hipotecario

Unsecured

 

Ps.

 

Fixed

 

15.25%

 

6,000

 

4,390

 

4,388

Banco Hipotecario

Unsecured

 

Ps.

 

Fixed

 

24%

 

7,000

 

2,539

 

1,633

Nuevo Puerto Santa Fe

Unsecured

 

Ps.

 

Floating

 

Badlar + 300

 

6,635

 

8,227

 

7,826

Total Current related parties borrowings

 

 

 

 

 

 

 

 

 

 

15,156

 

13,847

Total related parties borrowings

 

 

 

 

 

 

 

 

 

 

37,844

 

35,784

 

  NCN: Non-convertible Notes

 

 

 

 

 

 

 

 

 

 

61


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

25.          Taxes

 

The details of the provision for the Group’s income tax, is as follows:

 

 

September 30,

2015

 

September 30,

2014

Current income tax

73,904

 

261,384

Deferred income tax

38,365

 

(85,860)

Minimum Presumed Income tax (MPIT)

-

 

807

Income tax

112,269

 

176,331

 

The gross movement on the deferred income tax account is as follows:

 

 

September 30,

2015

 

June 30,

2015

Beginning of the period / year

1,370

 

23,034

Use of tax loss carryforwards

(9,239)

 

(157,367)

Cumulative translation adjustment

-

 

(1,233)

Assets held for sale

-

 

(33,346)

Income tax expense and deferred income tax

(38,365)

 

170,282

End of period / year

(46,234)

 

1,370

 

The Group did not recognize deferred income tax assets of Ps. 37.9 million and Ps. 36.1 million as of September 30, 2015 and June 30, 2015, respectively. Although management believes that it will become profitable in the foreseeable future, as a result of the history of recent losses incurred during the development phase of certain Group’s business operations and the lack of verifiable and objective evidence due to the limited operating history of such Group’s operations, the Board of Directors has determined that there is sufficient uncertainty as to the generation of sufficient taxable income to utilize the losses within a reasonable timeframe, therefore, no deferred tax asset is recognized in relation to these losses.

 

Below is a reconciliation between income tax recognized and that which would result applying the prevailing tax rate on Profit before income tax for the three-month periods ended September 30, 2015 and 2014:

 

 

September 30,

2015

 

September 30,

2014

Tax calculated at the tax rates applicable to profits in the respective countries

(130,114)

 

126,052

Permanent differences:

 

 

 

Share of profit / (loss) of associates and joint ventures

230,574

 

56,694

Unrecognized tax losses carryforwards

2,191

 

2,113

Non-taxable income and others

8,774

 

(1,894)

Others

844

 

(7,441)

Income tax

112,269

 

175,524

Minimum Presumed Income tax (MPIT)

-

 

807

 

 

62


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

26.       Shareholders’ equity

 

Share capital and premium

 

The share capital of the Group is represented by common shares with a nominal value of Ps. 1 per share and one vote each. As of June 30, 2013, no changes were recorded in the equity accounts. During this period, the Company accounted for purchases of treasury stock in share capital.

 

Inflation adjustment of share capital

 

Under Argentine GAAP, the Group’s financial statements were previously prepared on the basis of general price-level accounting which reflected changes in the purchase price of the Argentine Peso in the historical financial statements through February 28, 2003. The inflation adjustment related to share capital was appropriated to an inflation adjustment reserve that formed part of shareholders' equity. The balance of this reserve could be applied only towards the issuance of common stock to shareholders of the Company. Resolution 592/11 of the CNV requires that at the transition date to IFRS certain equity accounts, such as the inflation adjustment reserve, are not adjusted and are considered an integral part of share capital.

 

Legal reserve

 

According to the Argentine laws, 5% of the profit of the year is separated to constitute legal reserve until they reach legal capped amounts (20% of total capital). This legal reserve is not available for the dividend distribution and can only be released to absorb losses. The Group did not reach the legal capped amounts.

 

Special reserve

 

Pursuant to CNV General Ruling N° 609/12, the Company set up a special reserve reflecting the positive difference between the balance at the beginning of retained earnings disclosed in the first financial statements prepared according to IFRS and the balance at closing of retained earnings disclosed in the last financial statements prepared in accordance with previously effective accounting standards. This reserve may not be used to make distributions in kind or in cash, and may only be reversed to be capitalized, or otherwise to absorb potential negative balances in Retained Earnings.

 

Reserve for new developments

 

The Company and subsidiaries may separate portions of their profits of the year to constitute voluntary reserves according to company law and practice. These special reserves may be for general purposes or for specific uses such as new developments. The voluntary reserves may be released for dividend distribution.

 

63


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

26.          Shareholders’ Equity (Continued)

 

Repurchase plan involving common shares and GDS issued by IRSA

 

On July 25, 2013, IRSA’s Board of Directors set forth the terms and conditions governing the purchase of the Company’s own stock pursuant to Section 64 of Law N° 26,831 and the CNV’s regulations,  for up to an aggregate amount of Ps. 200.0 million and up to 5% of the capital stock, in the form of shares or Global Depositary Shares (GDS) representing 10 shares each, and up to a daily limit of 25% of the average daily transaction volume experienced by the IRSA’s shares, along with the markets where they are listed, during the prior 90 business days, and at a price ranging from a minimum of Ps. 1 up to Ps. 8 per share. On September 18, 2013 the Board of Directors decided to increase the maximum price to Ps. 10.00 per common share and US$ 10.50 per GDS. On October 15, 2013, IRSA’s Board of Directors approved a new increase to the maximum price, raising it to Ps. 11.00 per common share and US$ 11.50 per GDS. On October 22, 2013 IRSA’s Board of Directors approved a new increase to the maximum price, raising it to Ps.14.50 per common share and US$ 15.00 per GDS. During the year ended June 30, 2014, the Company repurchased 533,947 common shares (nominal value Ps. 1 per share) for a total of Ps. 5.2 million and 437,075 GDS (representing 4,370,750 common shares) for a total amount of US$ 5.2 million.

 

On June 10 2014, the Board of Directors of IRSA resolved to terminate the stock repurchase plan that was approved by resolution of the Board on July 25, 2013, and modified by resolutions adopted on September 18, 2013, October 15, 2013 and October 22, 2013. During the term of the Stock Repurchase Plan, IRSA has repurchased 4,904,697 shares for an aggregate amount of Ps. 37,905,631.

 

Dividends

 

During the three-month period ended September 30, 2015 there were no distributions of dividends.

 

Additional Paid-in Capital from Treasury Stock

 

Upon sale of treasury shares, the difference between the net realizable value of the treasury shares sold and the acquisition cost will be recognized, whether it is a gain or a loss, under the non-capitalized contribution account and will be known as “Treasury shares trading premium”.

 

64


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

27.          Revenues

 

 

September 30,

2015

 

September 30,

2014

Base rent

349,339

 

304,460

Contingent rent

137,936

 

86,610

Admission rights

45,015

 

34,600

Averaging scheduled rent escalation

3,836

 

9,663

Parking fees

36,965

 

24,844

Letting fees

15,745

 

14,135

Property management fee

8,717

 

7,483

Others

4,115

 

5,222

Rental and service income

601,668

 

487,017

Sale of trading properties

1,158

 

4,748

Revenue from hotel operations

110,695

 

96,827

Consumer financing

28

 

55

Total income from sales, rents and services

713,549

 

588,647

Income from expenses adjustment and FPC

254,941

 

201,422

Total revenues

968,490

 

790,069

 

28.          Costs

 

 

September 30,
2015

 

September 30,

2014

Costs of rental and services costs

348,980

 

284,463

Cost of sale and development

4,559

 

2,666

Costs from hotel operations

81,563

 

66,291

Costs from consumer financing

32

 

74

Total costs 

435,134

 

353,494

 

29.          Expenses by nature

 

The Group disclosed expenses the statements of income by function as part of the line items “Costs”, “General and administrative expenses” and “Selling expenses”.

 

The following tables provide the additional required disclosure of expenses by nature and their relationship to the function within the Group.

 

 

65


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

29.          Expenses by nature (Continued)

 

For the period ended September 30, 2015:

 

 

 

Group Costs

 

 

 

 

 

 

 

 

Cost of sale and development

 

Costs of rental and services

 

Costs from consumer financing

 

Costs from hotel operations

 

General and administrative expenses

 

Selling expenses

 

Total

Salaries, social security costs and other personnel expenses

 

-

 

110,316

 

-

 

48,972

 

33,807

 

9,048

 

202,143

Maintenance, security, cleaning, repair and others

 

2,048

 

98,336

 

-

 

9,657

 

7,596

 

206

 

117,843

Advertising and others selling expenses   

 

-

 

52,610

 

-

 

1,683

 

-

 

7,007

 

61,300

Taxes, rates and contributions

 

751

 

27,244

 

-

 

90

 

3,028

 

30,001

 

61,114

Amortization and depreciation

 

17

 

49,456

 

-

 

2,891

 

2,120

 

82

 

54,566

Fees and payments for services

 

124

 

678

 

32

 

197

 

36,873

 

1,643

 

39,547

Director´s fees

 

-

 

-

 

-

 

-

 

36,627

 

-

 

36,627

Food, beverage and other lodging expenses

 

-

 

-

 

-

 

17,654

 

2,165

 

1,072

 

20,891

Other expenses

 

4

 

5,864

 

-

 

139

 

7,963

 

327

 

14,297

Leases and service charges

 

215

 

4,476

 

-

 

280

 

907

 

469

 

6,347

Allowance for trade and other receivables (charge and recovery, net)

 

-

 

-

 

-

 

-

 

-

 

5,108

 

5,108

Cost of sales of properties

 

1,400

 

-

 

-

 

-

 

-

 

-

 

1,400

Total expenses by nature 

 

4,559

 

348,980

 

32

 

81,563

 

131,086

 

54,963

 

621,183

 

66


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

29.          Expenses by nature (Continued)

 

For the period ended September 30, 2014:

 

 

 

Group Costs

 

 

 

 

 

 

 

 

Cost of sale and development

 

Costs of rental and services

 

Costs from consumer financing

 

Costs from hotel operations

 

General and administrative expenses

 

Selling expenses

 

Total

Salaries, social security costs and other personnel expenses

 

165

 

91,333

 

-

 

37,264

 

24,872

 

6,723

 

160,357

Maintenance, security, cleaning, repair and others

 

912

 

76,220

 

-

 

8,306

 

5,138

 

237

 

90,813

Advertising and others selling expenses

 

-

 

31,889

 

-

 

1,540

 

-

 

4,530

 

37,959

Taxes, rates and contributions

 

684

 

25,638

 

-

 

-

 

2,287

 

20,130

 

48,739

Amortization and depreciation 

 

208

 

38,585

 

-

 

2,838

 

1,136

 

63

 

42,830

Fees and payments for services

 

5

 

7,992

 

65

 

402

 

18,169

 

1,710

 

28,343

Director´s fees

 

-

 

-

 

-

 

-

 

19,377

 

-

 

19,377

Food, beverage and other lodging expenses

 

-

 

-

 

-

 

15,550

 

1,887

 

1,297

 

18,734

Other expenses

 

12

 

8,408

 

9

 

141

 

5,734

 

238

 

14,542

Leases and service charges

 

93

 

4,398

 

-

 

250

 

789

 

300

 

5,830

Allowance for trade and other receivables (charge and recovery, net)

 

-

 

-

 

-

 

-

 

-

 

2,194

 

2,194

Cost of sales of properties

 

587

 

-

 

-

 

-

 

-

 

-

 

587

Total expenses by nature 

 

2,666

 

284,463

 

74

 

66,291

 

79,389

 

37,422

 

470,305

 

 

 

67


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

30.          Employee costs

 

 

September 30,

2015

 

September 30,

2014

Salaries, bonuses and social security expenses

183,082

 

137,404

Costs of equity incentive plan and defined contribution plan

8,232

 

12,503

Other employee costs and benefits

10,829

 

10,450

Total employee costs

202,143

 

160,357

 

31.          Other operating results, net

 

 

September 30,

2015

 

September 30,

2014

Gain from disposal of equity interest in associates

-

 

8,758

Donations

(4,560)

 

(3,731)

Judgments and other contingencies (i)

(3,491)

 

(759)

Tax on shareholders’ personal assets

(877)

 

(508)

Others

(4,170)

 

(942)

Total other operating results, net

(13,098)

 

2,818

 

(i)    Includes legal costs and expenses

 

32.          Financial results, net

 

 

September 30,

2015

 

September 30,

2014

Finance income:

 

 

 

- Interest income

23,644

 

9,503

- Foreign exchange

18,385

 

10,127

- Dividends income

4,370

 

4,195

Total finance income

46,399

 

23,825

Finance costs:

 

 

 

- Interest expense

(171,156)

 

(178,430)

- Foreign exchange

(140,996)

 

(129,140)

- Other finance costs

(22,160)

 

(21,590)

Subtotal finance costs

(334,312)

 

(329,160)

Less: Capitalized finance costs

-

 

2,034

Total finance costs

(334,312)

 

(327,126)

Other financial results:

 

 

 

- Fair value gain of financial assets and liabilities at fair value through profit or loss, net

(263,100)

 

119,120

- Gain / (Loss) on derivative financial instruments, net

115,000

 

(32,107)

- Loss on repurchase of Non-Convertible Notes

(297)

 

-

Total other financial results

(148,397)

 

87,013

Total financial results, net

(436,310)

 

(216,288)

 

68


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

33.          Share-based payments

 

Equity incentive plan

 

The Group incurred a charge of Ps. 5,944 and Ps. 12,252 for the three-month periods ended September 30, 2015 and 2014, respectively.

 

34.          Related party transactions

 

During the normal course of business, the Group conducts transactions with different entities or parties related to it. An individual or legal entity is considered a related party where:

-     An entity, individual or close relative of such individual or legal entity exercises control, or joint control, or significant influence over the reporting entity, or is a member of the Board of Directors or the Senior Management of the entity or its controlling company.

-     An entity is a subsidiary, associate or joint venture of the entity or its controlling or controlled company.

 

The main transactions conducted with related parties are described in the annual Financial Statements for the fiscal year ended June 30, 2015.

 

 

 

69


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

34.          Related party transactions (Continued)

 

The following is a summary of the balances with related parties as of September 30, 2015:

 

Related party

Description of transaction

 

Trade and other receivables non-current

 

Trade and other receivables

current

 

Investments

in financial assets

non-current

 

Investments

in financial assets current

 

Derivative financial instruments non-current

 

Derivative financial instruments current

 

 

Trade

and other payables

non-current

 

 

Trade

and other payables

current

 

Borrowings

non-current

 

Borrowings current

 

 

 

 

 

 

 

Parent Company

 

 

 

 

 

 

     

 

 

 

 

 

 

 

 

 

 

 

 

Cresud S.A.C.I.F. y A.

Reimbursement of expenses

 

-

 

4

 

-

 

-

 

-

 

-

 

-

 

(8,956)

 

-

 

-

Corporate services

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(61,625)

 

-

 

-

Sale of property

 

-

 

216

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Management Fees

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(20)

 

-

 

-

Leases and/or rights of uses

 

-

 

1,687

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Non-Convertible Notes

 

-

 

-

 

94,907

 

105

 

-

 

-

 

-

 

-

 

(15,075)

 

(337)

Long-term incentive plan

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(5,266)

 

-

 

-

Share-based compensation plan

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(18,580)

 

-

 

-

Total Parent Company

 

 

-

 

1,907

 

94,907

 

105

 

-

 

-

 

-

 

(94,447)

 

(15,075)

 

(337)

Associates

 

 

 

 

 

 

     

 

 

 

 

 

 

 

 

 

 

 

 

Banco Hipotecario S.A.

Reimbursement of expenses

 

-

 

1

 

-

 

-

 

-

 

-

 

-

 

(886)

 

-

 

-

Advances

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(50)

 

-

 

-

Borrowings

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(5,480)

 

(17,657)

Commissions per stands

 

-

 

68

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Leases and/or rights of use

 

-

 

353

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Lipstick Management LLC

Reimbursement of expenses

 

-

 

886

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

New Lipstick LLC

Reimbursement of expenses

 

-

 

2,646

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Banco de crédito y securitización

Non-Convertible Notes

 

-

 

-

 

100,000

 

5,671

 

-

 

-

 

-

 

-

 

-

 

-

Reimbursement of expenses

 

-

 

36

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Leases and/or rights of use

 

-

 

43

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Tarshop S.A

Reimbursement of expenses

 

-

 

1,369

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Leases and/or rights of use

 

-

 

-

 

-

 

-

 

-

 

-

 

(10)

 

(536)

 

-

 

-

Condor

Borrowings

 

-

 

34,958

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

IDBD

Warrants

 

-

 

-

 

-

 

-

 

322,704

 

35,781

 

-

 

-

 

-

 

-

Total Associates

 

 

-

 

40,360

 

100,000

 

5,671

 

322,704

 

35,781

 

(10)

 

(1,472)

 

(5,480)

 

(17,657)

 

 

 

 

70


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

34.          Related party transactions (Continued)

 

Related party

Description of transaction

 

Trade

and other receivables non-current

 

Trade and other receivables

current

 

Investments

in financial assets

non-current

 

Investments

in financial assets current

 

Derivative financial instruments non-current

 

Derivative financial instruments current

 

 

Trade

and other payables

non-current

 

 

Trade

and other payables current

 

Borrowings non-current

 

Borrowings current

Joint Ventures

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Baicom Networks S.A.

Contributions to be paid

 

-

 

214

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Management fees

 

-

 

19

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Borrowings

 

1,309

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Reimbursement of expenses

 

-

 

28

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Entertainment Holding S.A.

Reimbursement of expenses

 

-

 

138

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Borrowings

 

-

 

75

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Entretenimiento Universal S.A.

Reimbursement of expenses

 

-

 

67

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Borrowings

 

-

 

84

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Cyrsa S.A.

Borrowings

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(17,208)

 

-

Credit due to capital reduction

 

-

 

8,847

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Reimbursement of expenses

 

-

 

11

 

-

 

-

 

-

 

-

 

-

 

(6)

 

-

 

-

Nuevo Puerto Santa Fe S.A.

Reimbursement of expenses

 

-

 

1,096

 

-

 

-

 

-

 

-

 

-

 

(5)

 

-

 

-

Proceeds from leasing

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(4)

 

-

 

-

Share-based payments

 

-

 

514

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Leases and/or rights of use

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(735)

 

-

 

-

Borrowings

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(8,227)

Management fees

 

-

 

3,043

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Puerto Retiro S.A.

Borrowings

 

-

 

2,328

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Reimbursement of expenses

 

-

 

44

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Quality Invest S.A.

Management fees

 

-

 

22

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Reimbursement of expenses

 

-

 

226

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Total Joint Ventures

 

 

1,309

 

16,756

 

-

 

-

 

-

 

-

 

-

 

(750)

 

(17,208)

 

(8,227)

Subsidiaries of the Parent Company

 

 

 

 

 

 

     

 

 

 

 

 

 

 

 

 

 

 

 

Helmir

Non-Convertible Notes

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(25,439)

 

(569)

Exportaciones Agroindustriales

Other Liabilities

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(2,575)

 

-

 

-

Futuros y Opciones.com S.A.

Reimbursement of expenses

 

-

 

104

 

-

 

-

 

-

 

-

 

-

 

(29)

 

-

 

-

FyO Trading S.A.

Reimbursement of expenses

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(3)

 

-

 

-

Total Subsidiaries of the Parent Company

 

 

-

 

104

 

-

 

-

 

-

 

-

 

-

 

(2,607)

 

(25,439)

 

(569)

 

 

 

 

71


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

34.          Related party transactions (Continued)

 

Related party

Description of transaction

 

Trade

and other receivables non-current

 

Trade and other receivables

current

 

Investments

in financial assets

non-current

 

Investments

in financial assets current

 

Derivative financial instruments non-current

 

Derivative financial instruments current

 

 

Trade

and other payables

non-current

 

 

Trade

and other payables current

 

Borrowings non-current

 

Borrowings current

Other related parties

 

 

 

 

 

 

     

 

 

 

 

 

 

 

 

 

 

 

 

Consultores Asset Management S.A.

Reimbursement of expenses

 

-

 

4,546

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Estudio Zang, Bergel y Viñes

Advances

 

-

 

11

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Legal services

 

-

 

385

 

-

 

-

 

-

 

-

 

-

 

(821)

 

-

 

-

Austral Gold

Reimbursement of expenses

 

-

 

472

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Consultores Venture Capital Uruguay

Reimbursement of expenses

 

-

 

1,223

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Ogden Argentina S.A.

Reimbursement of expenses

 

-

 

121

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Borrowings

 

-

 

761

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Elsztain Managing Partners

Management fees

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(35)

 

 

 

-

Fundación IRSA

Reimbursement of expenses

 

-

 

104

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Donations

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(581)

 

-

 

-

IFIS Limited

Reimbursement of expenses

 

-

 

9

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Inversiones Financieras del Sur

Reimbursement of expenses

 

-

 

1,250

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

 

Borrowings

 

-

 

275,310

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Museo de los Niños

Reimbursement of expenses

 

-

 

99

 

-

 

-

 

-

 

-

 

-

 

(10)

 

-

 

-

Leases and/or rights of use

 

-

 

776

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Boulevard Norte S.A.

Reimbursement of expenses

 

-

 

780

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Borrowings

 

-

 

5

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

DIC

Warrants

 

-

 

-

 

-

 

-

 

933

 

174

 

-

 

-

 

-

 

-

Total Other related parties

 

 

-

 

285,852

 

-

 

-

 

933

 

174

 

-

 

(1,447)

 

-

 

-

Directors and Senior Management

 

 

 

 

 

 

     

 

 

 

 

 

 

 

 

 

 

 

 

Directors

Reimbursement of expenses

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(13)

 

-

 

-

Advances

 

-

 

8,417

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Fees

 

-

 

-

 

-

 

-

 

-

 

-

 

(4,292)

 

(76,197)

 

-

 

-

Guarantee deposits

 

-

 

-

 

-

 

-

 

-

 

-

 

(20)

 

-

 

-

 

-

Total Directors and Senior Management

 

 

-

 

8,417

 

-

 

-

 

-

 

-

 

(4,312)

 

(76,210)

 

-

 

-

Total

 

 

1,309

 

353,396

 

194,907

 

5,776

 

323,637

 

35,955

 

(4,322)

 

(176,933)

 

(63,202)

 

(26,790)

 

 

 

72


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

34.          Related party transactions (Continued)

 

The following is a summary of the balances with related parties as of June 30, 2015:

 

Related party

Description

of

transaction

 

Trade and other receivables

non-current

 

Trade and other receivables

current

 

Investments

in financial assets

non-current

 

Investments

in financial assets current

 

Derivative Financial Instruments

non-current

 

Derivative financial instruments current

 

Trade

and other payables

non-current

 

 

Trade

and other payables current

 

Borrowings non-current

 

Borrowings current

Parent Company

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cresud S.A.C.I.F. y A.

Reimbursement of expenses

 

-

 

12

 

-

 

-

 

-

 

-

 

-

 

(9,789)

 

-

 

-

Corporate services

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(52,534)

 

-

 

-

Sale of good and/or services

 

-

 

216

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Management Fee

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(12)

 

-

 

-

Leases and/or rights of use

 

-

 

1,424

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Non-Convertible Notes

 

-

 

-

 

79,760

 

30,071

 

-

 

-

 

-

 

-

 

(16,504)

 

(743)

Long-term incentive plan

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(8,087)

 

-

 

-

Share-based compensation plan

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(16,575)

 

-

 

-

Total Parent Company

 

 

-

 

1,652

 

79,760

 

30,071

 

-

 

-

 

-

 

(86,997)

 

(16,504)

 

(743)

Associates

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Banco Hipotecario S.A.

Reimbursement of expenses

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(97)

 

-

 

-

Advances

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(1,428)

 

-

 

-

Borrowings

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(7,499)

 

(21,804)

Commissions per stands

 

-

 

68

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Leases and/or rights of use

 

-

 

762

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Lipstick Management LLC

Reimbursement of expenses

 

-

 

854

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Metropolitan

Reimbursement of expenses

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(10)

 

-

 

-

New Lipstick LLC

Reimbursement of expenses

 

-

 

2,567

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Banco de Crédito y Securitización S.A.

Non-Convertible Notes

 

-

 

-

 

100,000

 

452

 

-

 

-

 

-

 

-

 

-

 

-

Reimbursement of expenses

 

-

 

1,766

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Leases and/or rights of use

 

-

 

42

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

Reimbursement of expenses

 

-

 

1,790

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Tarshop S.A.

Leases and/or rights of use

 

-

 

-

 

-

 

-

 

-

 

-

 

(25)

 

(722)

 

-

 

-

Condor

Borrowings

 

-

 

29,492

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

IDBD

Warrants

 

-

 

-

 

-

 

-

 

199,256

 

29,158

 

-

 

-

 

-

 

-

Total Associates

   

-

 

37,341

 

100,000

 

452

 

199,256

 

29,158

 

(25)

 

(2,257)

 

(7,499)

 

(21,804)

 

 

 

73


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

34.          Related party transactions (Continued)

 

Related party

Description

of

transaction

 

Trade and other receivables

non-current

 

Trade and other receivables

current

 

Investments

in financial assets

non-current

 

Investments

in financial assets

current

 

Derivative financial instruments non-current

 

Derivative financial instruments current

 

 

Trade

and other payables

non-current

 

 

Trade

and other payables current

 

Borrowings non-current

 

Borrowings current

Joint Ventures

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contributions to be paid

 

-

 

10

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Baicom Networks S.A.

Management fees

 

-

 

16

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Borrowings

 

1,275

 

222

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Reimbursement of expenses

 

-

 

924

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Entertainment Holding S.A.

Reimbursement of expenses

 

-

 

211

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Borrowings

 

-

 

72

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Entretenimiento Universal S.A.

Reimbursement of expenses

 

-

 

115

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Borrowings

 

-

 

80

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Cyrsa S.A.

Borrowings

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(14,438)

 

-

Proceeds from leasing

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Credit due to capital reduction

 

-

 

8,847

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Reimbursement of expenses

 

-

 

11

 

-

 

-

 

-

 

-

 

-

 

(19)

 

-

 

-

Nuevo Puerto Santa Fe S.A.

Reimbursement of expenses

 

-

 

543

 

-

 

-

 

-

 

-

 

-

 

(5)

 

-

 

-

Proceeds from leasing

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(4)

 

-

 

-

Share-based payments

 

-

 

467

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Leases and/or rights of use

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(594)

 

-

 

-

Borrowings

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(7,826)

Management fees

 

-

 

2,644

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Puerto Retiro S.A.

Borrowings

 

-

 

2,148

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Reimbursement of expenses

 

-

 

257

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Quality Invest S.A.

Management fees

 

-

 

22

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Reimbursement of expenses

 

-

 

233

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Total Joint Ventures

 

 

1,275

 

16,822

 

-

 

-

 

-

 

-

 

-

 

(622)

 

(14,438)

 

(7,826)

 

 

 

74


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

34.          Related party transactions (Continued)

 

Related party

Description

of

transaction

 

Trade and other receivables

non-current

 

Trade and other receivables

current

 

Investments

in financial assets

non-current

 

Investments

in financial assets current

 

Derivative financial instruments non-current

 

Derivative financial instruments current

 

 

Trade

and other payables

non-current

 

 

Trade

and other payables current

 

Borrowings non-current

 

Borrowings current

Subsidiaries of the Parent Company

 

               

 

 

 

 

               

Helmir

Non-Convertible Notes

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(27,544)

 

(1,254)

Exportaciones Agroindustriales

Other liabilities

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(3,064)

 

-

 

-

Futuros y Opciones.com S.A.

Reimbursement of expenses

 

-

 

123

 

-

 

-

 

-

 

-

 

-

 

(29)

 

-

 

-

FyO Trading S.A.

Reimbursement of expenses

 

-

 

1

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Total Subsidiaries of the Parent Company

 

 

-

 

124

 

-

 

-

 

-

 

-

 

-

 

(3,093)

 

(27,544)

 

(1,254)

Other related parties

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consultores Asset Management S.A.

Reimbursement of expenses

 

-

 

5,215

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Estudio Zang, Bergel y Viñes

Advances

 

-

 

33

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Legal services

 

-

 

377

 

-

 

-

 

-

 

-

 

-

 

(900)

 

-

 

-

Austral Gold

Reimbursement of expenses

 

-

 

3

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Consultores Venture Capital Uruguay

   

-

 

1,125

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Ogden Argentina S.A.

Reimbursement of expenses

 

-

 

250

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Borrowings

 

-

 

724

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Elsztain Managing Partners

Management fees

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(34)

 

-

 

-

 

Fundación IRSA

Reimbursement of expenses

 

-

 

100

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Inversiones Financieras del Sur

Borrowings

 

-

 

264,673

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Museo de los Niños

Reimbursement of expenses

 

-

 

94

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Leases and/or rights of use

 

-

 

750

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Boulevard Norte S.A.

Reimbursement of expenses

 

-

 

881

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Borrowings

 

-

 

5

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Total Other related parties

   

-

 

274,230

 

-

 

-

 

-

 

-

 

-

 

(934)

 

-

 

-

 

 

 

 

75


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

34.          Related party transactions (Continued)

 

Related party

Description

of

transaction

 

Trade and other receivables

non-current

 

Trade and other receivables

current

 

Investments

in financial assets

non-current

 

Investments

in financial assets

current

 

Derivative Financial Instruments

non-current

 

Derivative financial instruments current

 

 

Trade

and other payables

non-current

 

 

Trade

and other payables current

 

Borrowings

non-current

 

Borrowings current

Directors and Senior Management

 

             

 

 

 

 

                 

Directors

Reimbursement of expenses

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(15)

 

-

 

-

Advances

 

-

 

317

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Fees

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(40,554)

 

-

 

-

Guarantee deposits

 

-

 

-

 

-

 

-

 

-

 

-

 

(20)

 

-

 

-

 

-

Total Directors and Senior Management

 

 

-

 

317

 

-

 

-

 

-

 

-

 

(20)

 

(40,569)

 

-

 

-

Total

 

 

1,275

 

330,486

 

179,760

 

29,158

 

30,523

 

199,256

 

(45)

 

(134,472)

 

(65,985)

 

(31,627)

 

 

 

 

 

 

 

76


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

34.    Related party transactions (Continued)

 

       The following is a summary of the transactions with related parties for the three-month period ended September 30, 2015:

 

Related party

Leases and/or rights

of use

 

Management fees

Corporate services

 

Legal services

Financial operations

Donations

Fees and salaries

Commissions

Parent Company

 

 

 

 

 

 

 

 

Cresud S.A.C.I.F. y A.

638

-

(25,639)

-

4,615

-

-

-

Total Parent company

638

-

(25,639)

-

4,615

-

-

-

Associates

 

 

 

 

 

 

 

 

Banco Hipotecario S.A.

583

-

-

-

(408)

-

-

-

Banco de Crédito y Securitización S.A.

1,259

-

-

-

5,219

-

-

-

Tarshop S.A.

2,502

-

-

-

-

-

-

-

Condor

-

-

-

-

(126,019)

-

-

-

Total Associates

4,344

-

-

-

(121,208)

-

-

-

Joint Ventures

 

 

 

 

 

 

 

 

Baicom Networks S.A.

-

3

-

-

16

-

-

 

Cyrsa S.A.

-

-

-

-

(693)

-

-

-

Nuevo Puerto Santa Fe S.A.

(142)

523

-

-

(404)

-

-

-

Entertainment Universal S.A.

-

-

-

-

3

-

-

-

Entertainment Holding S.A.

-

-

-

-

3

-

-

-

Puerto Retiro S.A.

-

-

-

-

180

-

-

-

Quality Invest S.A.

-

54

-

-

-

-

-

-

Total Joint Ventures

(142)

580

-

-

(895)

-

-

-

Other related parties

 

 

 

 

 

 

 

 

Estudio Zang, Bergel & Viñes

-

-

-

(1,466)

-

-

-

-

Isaac Elsztain e Hijos S.C.A.

(176)

-

-

-

-

-

-

-

Consultores Asset Management S.A.

127

-

-

 

-

-

-

-

Ogden Argentina S.A.

-

-

-

-

37

-

-

-

Fundación IRSA

-

-

-

-

-

96

-

-

Hamonet S.A.

(92)

-

-

-

-

-

-

-

Total Other related parties

(141)

-

-

(1,466)

37

96

-

-

Directors and Senior Management

 

 

 

 

 

 

 

 

Directors

-

-

-

-

-

-

(36,628)

-

Senior Management

-

-

-

-

-

-

(1,847)

-

Total Directors and Senior Management

-

-

-

-

-

-

(38,475)

-

Total

4,699

580

(25,639)

(1,466)

(117,451)

96

(38,475)

-

 

 

 

77


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

34.          Related party transactions (Continued)

 

           The following is a summary of the transactions with related parties for the three-month period ended September 30, 2014:

 

Related party

Leases and/or rights

of use

 

Management fees

Corporate services

 

Legal services

Financial operations

Donations

Fees and salaries

Parent Company

 

 

 

 

 

 

 

Cresud S.A.C.I.F. y A.

616

-

(21,451)

-

(2,678)

-

-

Total Parent Company

616

-

(21,451)

-

(2,678)

-

-

Associates

 

 

 

 

 

 

 

Banco Hipotecario S.A.

148

-

-

-

(549)

-

-

Banco de Crédito y Securitización

915

-

-

-

-

-

-

Tarshop S.A.

2,219

-

-

 

-

-

-

Total Associates

3,282

-

-

-

(549)

-

-

Joint Ventures

 

 

 

 

 

 

 

Baicom Networks S.A.

-

3

-

-

34

-

-

Cyrsa S.A.

-

-

-

-

(5,606)

-

-

Nuevo Puerto Santa Fe S.A.

(239)

310

-

-

(300)

-

-

Puerto Retiro S.A.

-

-

-

-

277

-

-

Quality Invest S.A.

-

54

-

-

-

-

-

Total Joint Ventures

(239)

367

-

-

(5,595)

-

-

Other related parties

 

 

 

 

 

 

 

Estudio Zang, Bergel & Viñes

-

-

-

(808)

-

-

-

Fundación IRSA

-

-

-

-

-

(1,159)

-

Isaac Elsztain e Hijos S.C.A.

(158)

-

-

-

-

-

-

Consultores Asset Management S.A.

-

79

-

-

-

-

-

Hamonet S.A.

(82)

-

-

-

-

-

-

Inversiones Financieras del Sur S.A.

-

-

-

-

52

-

-

Total Other related parties

(240)

79

-

(808)

52

(1,159)

-

Directors and Senior Management

 

 

 

 

 

 

 

Senior Management

-

-

-

-

-

-

(2,333)

Directors

-

-

-

-

-

-

(16,731)

Total Directors and Senior Management

-

-

-

-

-

-

(19,064)

Total

3,419

446

(21,451)

(808)

(8,770)

(1,159)

(19,064)

 

 

 

 

78


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

35.          CNV General Ruling N°  629/14 – Storage of documentation

 

On August 14, 2014, the Argentine Securities Exchange Commission (CNV) issued General Ruling N° 629 whereby it introduced amendments to rules related to storage and conservation of corporate books, accounting books and commercial documentation. In this sense, it should be noted that the Group has entrusted the storage of certain non-sensitive and old information to the following providers:

 

Storage of documentation

responsible

 

Location

Iron Mountain Argentina S.A.

 

Av. Amancio Alcorta 2482, C.A.B.A.

Iron Mountain Argentina S.A.

 

Pedro de Mendoza 2143, C.A.B.A.

Iron Mountain Argentina S.A.

 

Saraza 6135, C.A.B.A.

Iron Mountain Argentina S.A.

 

Azara 1245, C.A.B.A. (i)

Iron Mountain Argentina S.A.

 

Polígono Industrial Spegazzini, Au. Ezeiza-Cañuelas KM 45

Iron Mountain Argentina S.A.

 

Cañada de Gomez 3825 – C.A.B.A.

 

(i)   On February 5, 2014 there was a widely known fire in Iron Mountain’s warehouse. To the date of these financial statements, the Group has not been notified whether the documentation submitted has been actually affected by the fire and its condition after the accident. Nevertheless, based on the internal review carried out by the Group, duly reported to the Argentine Securities Exchange Commission on February 12, 2014, the information kept at the Iron Mountain premises that were on fire do not appear to be sensitive or capable of affecting normal business operations.

 

It is further noted that a detailed list of all documentation held in custody by providers, as well as documentation required in section 5 a.3) of section I, Chapter V, Title II of the RULES (2013 as amended) are available at the registered office.

 

36.          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 disclosure the information required by the Resolution in Exhibits.

 

Exhibit A - Property, plant and equipment

Note 10 Investment properties and Note 11 Property, plant and equipment

Exhibit B - Intangible assets

Note 13 Intangible assets

Exhibit C - Equity investments

Note 37 Equity investments

Exhibit D - Other investments

Note 15 Financial instruments by category

Exhibit E – Provisions

Note 17 Trading and other receivables and Note 23 Provisions

Exhibit F - Cost of sales and services provided

Note 12 Trading properties

Exhibit G - Foreign currency assets and liabilities

Note 38 Foreign currency assets and liabilities

 

 

 

 

 

79


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

37.          Equity investments

 

Issuer and type of securities

 

Class / Items

Amount

Value recorded as of 09.30.15

Value recorded as of 06.30.15

Market value as of 09.30.15

Issuer's information

Interest in common stock

Main activity

 

Registered office

Last financial statements issued

Date

Common stock (nominal value)

Profit (loss) for the period

Shareholders' Equity

Joint Ventures

 

 

 

 

 

 

 

 

 

 

 

 

Baicom Networks S.A.

Common shares 1 vote

4,701,455

2,487

2,235

Not publicly traded

Real estate

Argentina

09.30.15

9,403

468

5,652

50.00%

Irrevocable contributions

 

340

340

Higher value

 

276

276

Cyrsa S.A.

Common shares 1 vote

17,496,538

18,611

17,532

Not publicly traded

Real estate

Argentina

09.30.15

17,497

2,159

37,223

50.00%

Entertainment Holdings S.A.

Common shares 1 vote

22,395,574

15,775

17,181

Not publicly traded

Investment

Argentina

09.30.15

44,791

11,227

51,952

50.00%

Irrevocable contributions

 

100

100

Lower value

 

(23,192)

(23,192)

Goodwill

 

26,647

26,647

Entretenimiento Universal S.A.

Common shares 1 vote

300

21

10

Not publicly traded

Event organization and others

Argentina

09.30.15

12

590

851

2.5%

Nuevo Puerto Santa Fe S.A.

Common shares 1 vote

138,750

26,088

23,675

Not publicly traded

Commercial real estate

Argentina

09.30.15

27,750

4,823

52,175

50.00%

Higher value

 

1,323

1,323

Goodwill

 

3,761

3,805

 

 

 

 

80


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

37.          Equity investments (Continued)

 

Issuer and type of securities

Class / Items

Amount

Value recorded as of 09.30.15

Value recorded as of 06.30.15

Market value as of 09.30.15

Issuer's information

Interest in common stock

Main activity

Registered office

Last financial statements issued

 

Date

Common stock (nominal value)

Profit (loss) for the period

Shareholders' Equity

Puerto Retiro S.A.

Common shares 1 vote

46,134,500

16,207

16,536

Not publicly traded

Real estate

Argentina

09.30.15

46,135

(659)

32,414

50.00%

Higher value

 

29,209

29,209

 

 

 

 

 

 

 

 

 

 

 

 

 

Quality Invest S.A.

Common shares 1 vote

76,814,342

71,895

66,967

Not publicly traded

Real estate

Argentina

09.30.15

153,629

(3,143)

143,790

50.00%

Irrevocable contributions

 

-

6,500

Higher value

 

1,016

1,017

Total Joint Ventures

 

 

190,564

190,161

 

 

 

 

 

 

 

 

Associates

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Banco de Crédito & Securitización S.A. (1)

Common shares 1 vote

3,984,375

16,744

15,814

Not publicly traded

Financial

Argentina

09.30.15

62,500

28,922

268,815

6.38%

 

 

 

 

 

 

 

 

 

 

 

 

 

Banco Hipotecario S.A. (1)

Common shares 1 vote

449,804,237

1,420,318

1,351,718

4.20

Financial

Argentina

09.30.15

1,500,000

563,098

4,918,188

29.99%

Higher value

 

-

(385)

 

Goodwill

 

4,904

4,904

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

81


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

37.          Equity investments (Continued)

 

Issuer and type of securities

 

Class / Items

Amount

Value recorded as of 09.30.15

Value recorded as of 06.30.15

Market value as of 09.30.15

Issuer's information

Interest in common stock

Main activity

Registered office

Last financial statements issued

 

Date

Common stock (nominal value)

Profit (loss) for the period

Shareholders' Equity

IDB Development Corporation Ltd

Common shares 1 vote

324,445,664

1,016,664

1,528,687

(3) 2.161

Investment

Israel

09.30.15

N/A

N/A

N/A

49.00%

 

 

 

 

 

 

 

 

 

 

 

 

 

Lipstick Management LLC

Common shares 1 vote

N/A

3,121

2,759

Not publicly traded

Management company

United States

09.30.15

N/A

(2) 45

(2) 675

49.00%

 

Irrevocable contributions

 

-

68

 

 

 

 

 

 

 

 

 

 

 

 

 

Manibil S.A.

Common shares 1 vote

97,444,653

49,670

39,195

Not publicly traded

Real estate

Argentina

09.30.15

97,445

6,377

121,776

49.00%

Irrevocable contributions

 

10,000

7,350

Goodwill

 

10

10

 

 

 

 

 

 

 

 

 

 

 

 

 

New Lipstick LLC

Common shares 1 vote

N/A

(397,910)

(346,149)

Not publicly traded

Real State

United States.

09.30.15

N/A

(2) (8,177)

(2) (110,788)

49.9%

Irrevocable contributions

 

13,829

1,522

 

 

 

 

 

 

 

 

 

 

 

 

 

Condor

Common shares 1 vote

1,261,723

18,575

(18,304)

1.53

Hotel

United States

09.30.15

(2) 47

(2) (3,817)

(2) (20,991)

25.58%

 

 

 

 

 

 

 

 

 

 

 

 

 

Tarshop S.A.

Common shares 1 vote

48,759,288

12,098

14,253

Not publicly traded

Consumer financing

Argentina

09.30.15

243,796

(10,740)

223,030

20.00%

Irrevocable contributions

 

32,500

22,000

Intergroup transactions

 

(3,762)

(3,985)

Total Associates

 

 

2,196,761

2,619,457

 

 

 

 

 

 

 

 

Total investments in associates and joint ventures

 

 

2,387,325

2,809,618

 

 

 

 

 

 

 

 

 

(1)   The balances correspond to the financial statements of Banco Hipotecario S.A. and Banco de Crédito & Securitización S.A. prepared in accordance with the Central Bank of the Argentine Republic (“BCRA”) standards. For the purpose of the valuation of the investment in the Company, adjustments necessary to adequate the financial statements to IFRS have been considered.

(2)   Amounts stated in US dollars (US$).

(3)   Market value in NIS.

 

 

 

82


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

38.          Foreign currency assets and liabilities

 

Book amounts of foreign currency assets and liabilities are as follows:

 

Items (3)

Amount of foreign currency (1)

Prevailing exchange rate (2)

Total as of

09.30.15

Amount of foreign currency (1)

Prevailing exchange rate (2)

Total as of

06.30.15

Assets

 

 

 

 

 

 

Trade and other receivables

 

 

 

 

 

 

US Dollar

13,312

9.322

124,090

10,979

8.988

98,681

Euros

1

10.404

6

-

10.005

3

Uruguayan Pesos

1,074

0.322

346

1,122

0.334

375

New Israel Shekel

-

-

-

15,005

2.381

35,726

Receivables with related parties:

 

 

 

 

 

 

US Dollar

4,134

9.422

38,953

4,053

9.088

36,830

Total trade and other receivables

 

 

163,395

 

 

171,615

Investments in financial assets

 

 

 

 

 

 

US Dollar

46,324

9.322

431,831

26,618

8.988

239,246

Pounds

626

14.134

8,854

721

14.134

10,196

New Israel Shekel

2,834

2.401

6,807

2,672

2.381

6,361

Investments with related parties:

 

 

 

 

 

 

US Dollar

34,030

9.422

320,628

50,472

9.088

458,685

Total investments in financial assets

 

 

768,120

 

 

714,488

Derivative financial instruments

 

 

 

 

 

 

New Israel Shekel

149,737

2.401

359,591

95,936

2.381

228,415

Total derivative financial instruments

 

 

359,591

 

 

228,415

Cash and cash equivalents

 

 

 

 

 

 

US Dollar

71,249

9.322

664,181

33,541

8.988

301,463

Euros

110

10.404

1,143

109

10.005

1,094

Brazilian Reais

14

2.700

37

12

3.000

35

Swiss francs

-

8.720

1

-

8.720

1

Uruguayan Pesos

34

0.322

11

24

0.334

8

New Israel Shekel

20

2.401

47

968

2.381

2,304

Pounds

1

14.134

11

2

14.134

32

Total cash and cash equivalents

 

 

665,431

 

 

304,937

Total assets as of 09.30.15

 

 

1,956,537

 

 

 

Total assets as of 06.30.15

 

 

 

 

 

1,419,455

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

Trade and other payables

 

 

 

 

 

 

US Dollar

9,176

9.422

86,457

8,347

9.088

75,862

Uruguayan Pesos

208

0.323

67

63

0.335

21

Payables with related parties:

 

 

 

 

 

 

US Dollar

24

9.422

222

32

9.088

289

Total trade and other payables

 

 

86,746

 

 

76,172

Borrowings

 

 

 

 

 

 

US Dollar

399,861

9.422

3,767,494

402,796

9.088

3,660,607

Borrowings with related parties:

 

 

 

 

 

 

US Dollar

4,394

9.422

41,401

4,518

9.088

41,057

Total borrowings

 

 

3,808,895

 

 

3,701,664

Derivative Financial Instruments

 

 

 

 

 

 

New Israel Shekel

208,112

2.401

499,779

207,968

2.407

500,580

Total derivative financial instruments

 

 

499,779

 

 

500,580

Provisions

 

 

 

 

 

 

US Dollar

10

9.422

94

10

9.088

91

Total Provisions

 

 

94

 

 

91

Salaries and social security liabilities

 

 

 

 

 

 

Uruguayan Pesos

329

0.323

106

587

0.335

197

Total Salaries and social security liabilities

 

 

106

 

 

197

Total liabilities as of 09.30.15

 

 

4,395,620

 

 

 

Total liabilities as of 06.30.15

 

 

 

 

 

4,278,704

(1)   Considering foreign currencies those that differ from Company’s functional currency at each period/year-end.

(2)   Exchange rate as of September 30 and June 30, 2015 according to Banco Nación Argentina records.

(3)   The Company uses derivative instruments as complement in order to reduce its exposure to exchange rate movements (See Note 15).

 

 

 

83


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

39.          Subsequent events

 

·   In October 2015, the deposit made as collateral for potential expenses related to the sale of the Madison building was released and distributed among the participating parties as follows: the Group, through Rigby, received US$ 0.91 million; the buyer of the building received US$ 0.06 million, and the remaining balance was applied to expenses.

 

·   On October 30, 2015, the Company’s Annual Shareholders’ Meeting related to the fiscal year ended June 30, 2015, appointed the new members of the Supervising Commission and the Board of Directors; approved the Board of Directors’ compensation; decided not to compensate the members of the Statutory Auditor Committee; it approved the amount to be paid on account of the tax on personal assets of shareholders; entrusted the Board of Directors with the implementation of a new Service Sharing Agreement; approved the Board of Director’s power regarding the Global Corporate Note Issuance Program consisting of common corporate notes not convertible into shares, with or without collateral or collateralized by third parties, and for a maximum outstanding amount of up to US$ 300 million. It was decided to adjourn the meeting to November 26, 2015, for the consideration of the following matters: (i) allocation of the income for the year, (ii) special financial statements of merger / merger – split off.

 

·   On October 30, 2015, the Annual Shareholder's Meeting of our subsidiary IRSA CP corresponding to the fiscal year ended June 30, 2015, approved, among others, the following issues: (i) appropriate the sum of Ps. 283,580 to payment cash dividends; (ii) ratify the interim dividend approved by the Shareholder's Meeting dated June 13, 2015 in the amount of Ps. 298,5 million; (iii) approve the Director's fees in the amount of Ps. 76,440 and (iv) approve the increase in the amount of the Global Issuance Program of Non-Convertible Notes for a maximum outstanding amount up to US$ 500 million, for an additional amount of US$ 100 million.

 

·   On November 5, 2015, the Group through IRSA signed the transfer deed for the sale of the 7th and 8th floors of the Maipú 1300 building. The total price of the transaction was US$ 3.0 million. Such transaction generated a gain before tax of approximately Ps. 25.9 million.

 

·   On October 9, 2015, the Company granted a loan in the amount of US$ 40 million to Inversiones Financieras del Sur S.A. (“IFISA”). The term of the loan is one year calculated from the disbursement and will bear interest at a rate of 3% + LIBOR 1M, to be determined monthly. As collateral for the loan, 73,169,991 shares of IDBD which belong to IFISA were pledged.

 

 

 

 

84


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

39.       Subsequent events (Continued)

 

IDBD

 

On October 1, 2015, Dolphin and IFISA submitted to the court their reply to the Petition made by the Arrangement Trustees. Dolphin requested that the court reject the petition of the Arrangement Trustees based on the following grounds: (a) IFISA is not obliged to carry out Dolphin’s obligations under the Arrangement; (b) IFISA and any other company controlled by Eduardo Sergio Elsztain are eligible to engage as bidders of the Tender Offers, pursuant to the Agreement; and (c) the petition made by the Arrangement Trustees regarding the eligibility of the shares that would participate in the Tender Offers should be denied. Additionally. Dolphin stated that once the BMBY closing transaction has been completed, 106.6 million shares of IDBD in its hands would not participate as bidders in the Tender Offers, provided that such stocks are held by companies controlled by Eduardo S. Elsztain.

 

On October 7, 2015, the Arrangement Trustees filed with the Court their reply to Dolphin and IFISA regarding the Petition of the Arrangement Trustees.

 

The BMBY proceeding concluded on October 11, 2015 and IFISA acquired all ETH’s shares of stock held by IDBD (92,665,925 shares), at a share price of NIS 1.64. On closing the transaction, all the directors of ETH in IDBD submitted their irrevocable resignation to the Board, and the Shareholders’ Agreement ceased automatically in accordance with its own terms. Additionally, on the same date, Dolphin pledged additional shares as a performance bond for the Tender Offers, thereby increasing the number of pledged shares to 64,067,710.

 

On October 19, 2015, Dolphin and IFISA filed with the court their reply to the Petition of the Arrangement Trustees, whereby, among other things, Dolphin stated that as buyer of the Tender Offers, it is not its intention to participate, and will not participate, as seller in the Tender Offers. However, according to Dolphin’s position, any other IDBD shareholder, including the companies controlled by Eduardo S. Elsztain, is entitled to act as bidder in the Tender Offers and, in addition, Dolphin is entitled to sell shares to third parties (including companies controlled by Eduardo S. Elsztain), and such shares sold are entitled to engage as bidders in the Tender Offers, all of this without abolishing Dolphin’s commitment in respect of 106.6 million shares held by Dolphin which would not participate in the Tender Offers provided that they are held by companies controlled by Eduardo S. Elsztain.

 

 

 

85


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

39.       Subsequent events (Continued)

 

On October 20, 2015, the court issued a declaratory ruling (declaratory remedies) regarding the Petition of the Arrangement Trustees, stating that:

 

-   The shares in the hands of Dolphin and any other company controlled by Eduardo S. Elsztain are not entitled to participate as bidders in the Tender Offers

-   The shares held by Dolphin and/or companies controlled by Eduardo Sergio Elsztain, and which were or are transferred to third parties, will not be entitled to participate as bidders in the Tender Offers.

-   This remedy will not apply to the shares that were purchased from the minority shareholders in transactions carried out in the capital markets, which became held by IFISA.

 

The court dismissed the petition of the Arrangement Trustees regarding the determination that IFISA was obliged to fulfill all the commitments made under the Arrangement’s terms and conditions, but ruled that Dolphin had violated its commitment to get IFISA to undertake to fulfill the same terms and conditions of the Agreement. Dolphin and IFISA reported to IDBD their intention to appeal the court’s ruling.

 

On October 26, and after the court’s ruling of October 20, 2015 and its declaratory remedy, Dolphin and IFISA sent a letter stating that pursuant to their position and the details included therein: (a) the exception prescribed by the court whereby the shares that were purchased from minority shareholders and became held by IFISA is applicable to the 127,441,396 shares of IDBD held by IFISA, and to the 131,600 shares of IDBD held by Dolphin, which should be entitled to participate as bidders in the Tender Offers; and (b) regarding the 51,760,322 additional shares of IDBD held then by Dolphin, originating from purchases made to minority shareholders of IDBD, Dolphin and IFISA consider that pursuant to the court’s opinion, these shares cannot participate as bidders in the Tender Offers, only for as long as they remain in Dolphin’s possession, but Dolphin is not precluded from selling such shares to any third party, and in such case, that such third party should have the right to participate with such shares as bidder in the Tender Offers.

 

On October 29, 2015, the Arrangement Trustees filed an urgent petition for presumed disobedience of the court order regarding Dolphin’s and IFISA’s obligation to follow the court orders of October 20, 2015, alleging that Dolphin’s and IFISA’s letter published by IDBD on October 27, 2015, reporting the number of shares purchased from IDBD’s minority shareholders in transactions carried out in the capital markets, was contrary to the court’s decision; and, therefore, that Dolphin and IFISA were acting in contempt of court. The Arrangement Trustees also stated that given that Dolphin and IFISA were deliberately disregarding the court’s decision, and in light of the damages caused daily to the public, including the creditors subject to the Arrangement, the court should impose a substantial fine to be defined by it, for each day that Dolphin and IFISA disregarded the court’s ruling.

 

 

 

86


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

39.          Subsequent events (Continued)

 

On October 29, 2015, Dolphin and IFISA filed an appeal with the Supreme Court challenging the court ruling dated October 20, 2015, requesting also to hold a hearing for the appeal urgently. The appeal hearing was set for September 16, 2015.

 

On November 2, Dolphin and IFISA submitted their reply to this petition, requesting that the court should reject the petition, on the ground that the Contempt of Court Ordinance is not applicable to declaratory remedies and that Dolphin and IFISA did not violate any court order. On November 4, the Arrangement Trustees submitted a replication to Dolphin and IFISA, and on November 5 the court decided to reject the petition to declare Dolphin and IFISA in contempt of court. However, the court stated that the interpretation of Dolphin and IFISA regarding the exception of the ruling dated October 20, 2015 contained in the letter sent by Dolphin and IFISA was contrary to the exception scope.

 

On that same November 5, the Arrangement Trustees sent a letter to Dolphin and IFISA requiring that, after the court ruling issued on that same date, they should amend the letter and report to the Israel Securities Authority and IDBD that the Tender Offers would be offered by IDBD’s minority shareholders; and that Dolphin, IFISA and/or any other company under the control of Eduardo S. Elsztain should not act as bidders in the Tender Offers. And additionally, that any share transferred by them to any third parties should not be entitled to engage in the Tender Offers as bidders either. That same day, the Arrangement Trustees sent a letter to IDBD requesting them to amend the letter of Dolphin and IFISA on the same terms described above.

 

The company is discussing the impact of the court’s decision dated October 20, 2015 on its financial statements, and its defense strategy; as well as the impact of the conclusion of the BMBY proceeding with IFISA as the buyer of ETH’ stocks.

 

As of November 9, 2015, 33,825,397 IDBD’s shares of Dolphin are locked up under TASE regulations (lock-up provisions) until November 11, 2015 (inclusive), when such lock-up provisions expire.

 

 

 

 

 

 

 

87


 
 

Free translation from the original prepared in Spanish for publication in Argentina

 

 

REVIEW REPORT ON THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

 

 

To the Shareholders, President and Directors of

IRSA Inversiones y Representaciones Sociedad Anónima

Legal address: Bolivar 108 – 1° floor

Autonomous City Buenos Aires

Tax Code No. 30-52532274-9

 

Introduction

 

 

We have reviewed the unaudited condensed interim consolidated financial statements attached of IRSA Inversiones y Representaciones Sociedad Anónima and its subsidiaries (hereinafter “the Company”) which included the unaudited condensed interim consolidated statements of financial position as of September 30, 2015, and the unaudited condensed interim consolidated statement of income and comprehensive income for the three-month period ended September 30, 2015 and the unaudited condensed interim consolidated statement of changes in shareholders’ equity and unaudited condensed interim consolidated statement of cash flows for the three-month period ended September 30, 2015 and selected explanatory notes.

 

The balances and other information corresponding to the fiscal year ended June 30, 2015 and the interim periods within that fiscal period are an integral part of these financial statements and, therefore, they should be considered in relation to these financial statements.

 

Management responsibility

 

 

The Board of Directors of the Company is responsible for the preparation and presentation of these unaudited condensed interim consolidated financial statements in accordance with the International Financial Reporting Standards , adopted by the Argentine Federation of Professional Councils in Economic Sciences (FACPCE) as professional accounting standards and added by the National Securities Commission (CNV) to its regulations as approved by the International Accounting Standard Board (IASB) and, for this reason, is responsible for the preparation and presentation of the unaudited condensed interim consolidated financial statements mentioned in first paragraph according to the International Accounting Standard No 34 "Interim Financial Reporting" (IAS 34). Our responsibility is to express a conclusion based on the review that we have performed with the scope detailed in paragraph “Scope of our review”.

 

 


 
 

Free translation from the original prepared in Spanish for publication in Argentina

 

REVIEW REPORT ON THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

 

Scope of our review

 

Our review was limited to the application of the procedures established in the International Standard on Review Engagements ISRE 2410 "Review of interim financial information performed by the independent auditor of the entity", which was adopted as a review standard in Argentina through Technical Resolution No. 33 of the FACPCE as approved by the International Auditing and Assurance Standards Board (IAASB). A review of interim financial information consists of making inquiries of persons responsible for the preparation of the information included in the unaudited condensed interim consolidated financial statements, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion on the consolidated statement of financial position, the consolidated statement of income, the consolidated statement of comprehensive income and consolidated statement of cash flow of the Company.

 

Conclusion

 

Nothing came to our attention as a result of our review that caused us to believe that these unaudited condensed interim consolidated financial statements mentioned in the first paragraph of this report have not been prepared in all material respects in accordance with the regulations of the International Accounting Standard No. 34.

 

Report on compliance with current regulations

 

In accordance with current regulations, we report about IRSA Inversiones y Representaciones Sociedad Anónima that:

 

a)           the unaudited condensed interim consolidated financial statements of IRSA Inversiones y Representaciones Sociedad Anónima are recorded in the "Inventory and Balance Sheet Book", and comply, as regards those matters that are within our competence, with the provisions set forth in the Commercial Companies Law and in the corresponding resolutions of the National Securities Commission;

 

b)          the unaudited condensed interim separate financial statements of IRSA Inversiones y Representaciones Sociedad Anónima arise from accounting records carried in all formal respects in accordance with applicable legal provisions;

 

c)           we have read the Business Summary (“Reseña Informativa”) on which, as regards these matters that are within our competence, we have no observations to make;

 

 


 
 

Free translation from the original prepared in Spanish for publication in Argentina

 

REVIEW REPORT ON THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

 

 

d)          at September 30, 2015, the debt of IRSA Inversiones y Representaciones Sociedad Anónima owed in favor of the Argentina Integrated Pension System which arises from accounting records and submissions amounted to Ps. 65,951.86 which was no callable at that date.

 

 

 

 

 

Autonomous City of Buenos Aires, November 11, 2015

 

 

 

 

 

 

 

PRICE WATERHOUSE & Co. S.R.L.

 

 

 

                                                        (Socio)

C.P.C.E.C.A.B.A. Tº 1 Fº 17

Eduardo A. Loiácono

Public Accountant (UBA)

C.P.C.E.C.A.B.A. T° 326 F° 94

 

ABELOVICH, POLANO & ASOCIADOS S.R.L.

 

 

 

                                                      (Socio)

C.P.C.E. C.A.B.A. T° 1 F° 30

Noemí I. Cohn

Public Accountant (U.B.A.)

C.P.C.E.C.A.B.A. T° 116 F° 135

 

 

 


 
 

 

 

 

 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Unaudited Condensed Interim Separate Financial Statements as of September 30, 2015 and for the three-month periods ended September 30, 2015 and 2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Unaudited Condensed Interim Separate Statements of Financial Position

as of September 30, 2015 and June 30, 2015

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

Note

09.30.2015

 

06.30.2015

ASSETS

 

 

 

 

Non-current Assets

 

 

 

 

Investment properties

6

574,603

 

411,741

Property, plant and equipment

7

3,034

 

2,681

Trading properties 

8

9,893

 

10,681

Intangible assets 

9

52,319

 

52,334

Investments in subsidiaries, associates and joint ventures 

5

2,758,213

 

3,315,254

Deferred income tax assets 

20

230,603

 

282,727

Income tax and minimum presumed income tax credit 

 

100,210

 

100,210

Trade and other receivables 

12

2,354,603

 

2,248,027

Investments in financial assets 

13

100,106

 

100,103

Total Non-current Assets 

 

6,183,584

 

6,523,758

Current Assets

 

 

 

 

Trading properties 

8

788

 

-

Inventories

10

493

 

497

Trade and other receivables 

12

177,876

 

215,434

Income tax and minimum presumed income tax ("MPIT") credit

 

12,833

 

13,231

Investments in financial assets 

13

218,499

 

95,931

Cash and cash equivalents 

15

49,007

 

3,469

Total Current Assets 

 

459,496

 

328,562

TOTAL ASSETS 

 

6,643,080

 

6,852,320

SHAREHOLDERS’ EQUITY

 

 

 

 

Share capital 

 

574,874

 

574,451

Treasury stock 

 

3,802

 

4,225

Inflation adjustment of share capital and treasury stock

 

123,329

 

123,329

Share premium 

 

793,123

 

793,123

Additional paid-in capital from treasury stock 

 

10,733

 

7,233

Cost of treasury stock 

 

(30,130)

 

(33,729)

Changes in non-controlling interest 

 

(14,258)

 

(5,659)

Reserve for share-based payments 

 

61,055

 

63,824

Legal reserve 

 

116,840

 

116,840

Special reserve 

 

3,824

 

3,824

Cumulative translation adjustment

 

341,062

 

305,852

Retained earnings

 

245,248

 

520,940

TOTAL SHAREHOLDERS’ EQUITY 

 

2,229,502

 

2,474,253

LIABILITIES

 

 

 

 

Non-Current Liabilities

 

 

 

 

Trade and other payables 

16

7,010

 

3,298

Borrowings

19

2,953,726

 

2,818,627

Provisions

18

2,740

 

1,253

Other Liabilities

5

327,956

 

583,074

Total Non-Current Liabilities

 

3,291,432

 

3,406,252

Current Liabilities

 

 

 

 

Trade and other payables 

16

138,098

 

95,555

Derivative financial instruments 

14

1,044

 

-

Salaries and social security liabilities 

17

1,137

 

1,549

Borrowings 

19

957,057

 

849,646

Provisions 

18

24,810

 

25,065

Total Current Liabilities

 

1,122,146

 

971,815

TOTAL LIABILITIES

 

4,413,578

 

4,378,067

TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES

 

6,643,080

 

6,852,320

 

The accompanying notes are an integral part of these Unaudited Condensed Interim Separate Financial Statements.

 

 

 

 

.

Fernando A. Elsztain

Director Acting as President

 

1


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

Unaudited Condensed Interim Separate Statements of Income

for the three-month periods beginning on July 1st, 2015 and 2014 and ended September 30, 2015 and 2014

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

 

 

 

 

Note

09.30.2015

 

09.30.2014

Income from sales, rents and services

22

15,315

 

72,418

Income from expenses

22

3,295

 

16,746

Costs

23

(8,234)

 

(24,893)

Gross Profit

 

10,376

 

64,271

Gain from disposal of investment properties

6

89,431

 

20,977

General and administrative expenses

24

(23,907)

 

(20,338)

Selling expenses

24

(5,708)

 

(5,031)

Other operating results, net

26

(3,801)

 

(4,288)

Profit from operations

 

66,391

 

55,591

Share of profit of subsidiaries, associates, and joint ventures

5

(202,827)

 

83,154

(Loss) / Profit from operations before financial results and income tax

 

(136,436)

 

138,745

Finance income

27

139,741

 

20,942

Finance cost

27

(225,802)

 

(200,729)

Other financial results

27

(669)

 

(443)

Financial results, net

27

(86,730)

 

(180,230)

Loss before income tax

 

(223,166)

 

(41,485)

Income tax

20

(52,526)

 

44,743

(Loss) / Profit for the period

 

(275,692)

 

3,258

 

 

 

 

 

 

 

 

 

 

(Loss) / Profit per share for the period:

 

 

 

 

Basic

 

(0.48)

 

0.01

Diluted 

 

(0.48)

 

0.01

 

  The accompanying notes are an integral part of these Unaudited Condensed Interim Separate Financial Statements.

 

 

 

 

 

.

Fernando A. Elsztain

Director Acting as President

 

2


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Unaudited Condensed Interim Separate Statements of Comprehensive Income

for the three-month periods beginning on July 1st, 2015 and 2014 and ended September 30, 2015 and 2014

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

 

 

Three months

 

 

09.30.2015

 

09.30.2014

(Loss) / Profit for the period

 

(275,692)

 

3,258

Other Comprehensive Income:

 

 

 

 

Items that may be reclassified subsequently to profit or loss:

 

 

 

 

Currency translation adjustment of subsidiaries, associates, and joint ventures

 

35,210

 

36,656

Other comprehensive income for the period (i)

 

35,210

 

36,656

Total comprehensive (loss) / income for the period

 

(240,482)

 

39,914

 

(i) Components of other comprehensive income have no impact on income tax.

 

The accompanying notes are an integral part of these Unaudited Condensed Interim Separate Financial Statements.

 

 

 

 

 

 

.

Fernando A. Elsztain

Director Acting as President

 

3


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Unaudited Condensed Interim Separate Statements of Changes in Shareholders’ Equity

for the three-month periods ended September 30, 2015 and 2014

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

 

Attributable to equity holders of the parent

 
 

Share Capital

Treasury Stock

Inflation adjustment

of Share Capital and Treasury

Stock (2)

Share premium

Additional Paid-in Capital from Treasury Stock

Cost of Treasury

Stock

Changes in

non-controlling

interest

Reserve for share-based compensation

Legal reserve

Special reserve

(1)

Cumulative translation adjustment

Retained earnings

Total Shareholders' equity

Balance at June 30, 2015

574,451

4,225

123,329

793,123

7,233

(33,729)

(5,659)

63,824

116,840

3,824

305,852

520,940

2,474,253

Loss for the period

-

-

-

-

-

-

-

-

-

-

-

(275,692)

(275,692)

Other comprehensive income for the period

-

-

-

-

-

-

-

-

-

-

35,210

-

35,210

Total comprehensive income / (loss) for the period

-

-

-

-

-

-

-

-

-

-

35,210

(275,692)

(240,482)

Changes in non-controlling interest

-

-

-

-

-

-

(8,599)

-

-

-

-

-

(8,599)

Share–based compensation plan cancellations

423

(423)

-

-

3,500

3,599

-

(7,099)

-

-

-

-

-

Reserve for share-based compensation 

-

-

-

-

-

-

-

4,330

-

-

-

-

4,330

Balance at September 30, 2015

574,874

3,802

123,329

793,123

10,733

(30,130)

(14,258)

61,055

116,840

3,824

341,062

245,248

2,229,502

 

The accompanying notes are an integral part of these Unaudited Condensed Interim Separate Financial Statements.

(1)       Related to CNV General Resolution N° 609/12. See Note 21.

(2)       Includes Ps. 811 of inflation adjustment of Treasury Stock. See Note 21.

 

 

 

 

.

Fernando A. Elsztain

Director Acting as President

 

4


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Unaudited Condensed Interim Separate Statements of Changes in Shareholders’ Equity

for the three-month periods ended September 30, 2015 and 2014

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

Attributable to equity holders of the parent

   
 

Share Capital

Treasury stock

Inflation adjustment

of Share Capital and Treasury

Stock (2)

Share premium

Additional Paid-in Capital from Treasury Stock

Cost of Treasury

Stock

Changes in

non-controlling interest

Reserve for share-based compensation

Legal reserve

Special reserve

(1)

Reserve
for new development

Cumulative translation adjustment

Retained earnings

Total Shareholders' equity

Balance at June 30, 2014

573,771

4,905

123,329

793,123

-

(37,906)

(21,808)

53,235

116,840

375,487

413,206

398,931

(784,869)

2,008,244

Profit for the period

-

-

-

-

-

-

-

 

-

-

-

-

3,258

3,258

Other comprehensive income for the period

-

-

-

-

-

-

-

-

-

-

-

36,656

-

36,656

Total comprehensive income for the period

-

-

-

-

-

-

-

-

-

-

-

36,656

3,258

39,914

Reserve for share-based compensation 

-

-

-

-

-

-

-

10,064

 

-

-

-

-

10,064

Changes in non-controlling interest

-

-

-

-

-

-

4,904

-

-

-

-

-

-

4,904

Balance at September 30, 2014

573,771

4,905

123,329

793,123

-

(37,906)

(16,904)

63,299

116,840

375,487

413,206

435,587

(781,611)

2,063,126

 

The accompanying notes are an integral part of these Unaudited Condensed Interim Separate Financial Statements.

(1)       Related to CNV General Resolution N° 609/12. See Note 21.

(2)       Includes Ps. 1,045 of inflation adjustment of Treasury Stock. See Note 21.

 

 

 

.

Fernando A. Elsztain

Director Acting as President

 

5


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Unaudited Condensed Interim Separate Statements of Cash Flows

for the three-month periods ended September 30, 2015 and 2014

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

Note

09.30.2015

 

09.30.2014

Operating activities:

 

 

 

 

Cash generated from the operations

15

107,899

 

6,585

Net cash generated by operating activities

 

107,899

 

6,585

Investing activities:

 

 

 

 

Capital contributions to subsidiaries, associates and joint ventures

5

(38,099)

 

(2,916)

Additions of investment properties

6

(199)

 

(168,499)

Proceeds from sale of investment properties

 

70,978

 

23,864

Additions of property, plant and equipment

7

(465)

 

(380)

Additions of intangible assets

9

-

 

(28)

Additions of investments in financial assets

 

(193,861)

 

(141,202)

Proceeds from sale of investments in financial assets

 

222,549

 

138,711

Purchases of subsidiaries, associates and joint ventures

 

(1,573)

 

(1,094)

Loans granted to subsidiaries, associates and joint ventures

 

-

 

(9)

Net cash generated by (used in) investing activities

 

59,330

 

(151,553)

Financing activities:

 

 

 

 

Bank overdrafts, net 

 

265,255

 

211,144

Proceeds from borrowings

 

-

 

110,000

Payment of non-convertible notes

 

(95,636)

 

-

Reissuance non-convertible notes

 

6,562

 

-

Repurchase of non-convertible notes

 

(120,514)

 

-

Dividends paid

21

-

 

(48,179)

Interest paid

 

(175,002)

 

(149,721)

Payment of borrowings from subsidiaries, associates and joint ventures

 

-

 

(1,375)

Proceeds from borrowings from subsidiaries, associates and joint ventures

 

2,077

 

10,689

Payment related to derivative financial instruments

 

(4,593)

 

(369)

Net cash (used in) generated by financing activities

 

(121,851)

 

132,189

Net Increase / (Decrease) in cash and cash equivalents

 

45,378

 

(12,779)

Cash and cash equivalents at the beginning of the year

15

3,469

 

43,440

Foreign exchange gain on cash and cash equivalents

 

160

 

822

Cash and cash equivalents at end of period

 

49,007

 

31,483

 

The accompanying notes are an integral part of these Unaudited Condensed Interim Separate Financial Statements.

 

 

 

 

.

Fernando A. Elsztain

Director Acting as President

 

6


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Separate Financial Statements

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

1.             General information and company’s business

 

IRSA Inversiones y Representaciones Sociedad Anónima (“IRSA” or the “Company”) was founded in 1943, primarily engaged in managing real estate holdings in Argentina since 1991.

 

IRSA is a corporation incorporated and domiciled in Argentina. The registered office is Bolívar 108, 1st Floor, Autonomous City of Buenos Aires, Argentina.

 

The Company owns, manages and develops, directly and indirectly through its subsidiaries, a portfolio of office and other rental properties in Buenos Aires. In addition, IRSA through its subsidiaries, associates and joint ventures manages and develops shopping centers and branded hotels across Argentina, and also office properties in the United States of America and Israel.

 

These Unaudited Condensed Interim Separate Financial Statements have been approved for issue by the Board of Directors on November 11, 2015.

 

2.             Basis of preparation of the Unaudited Condensed Interim Separate Financial Statements

 

2.1.      Basis of preparation

 

The Unaudited Condensed Interim Financial Statements have been prepared in accordance with the Technical Resolution N° 26 of the Argentine Federation of Professional Councils of Economic Science (“FACPCE”, as per its Spanish acronym) and with IAS 34 “Interim Financial Reporting”. Furthermore, some additional issues were included as required by the Business Companies Act and/or regulations of the CNV, including supplementary information provided in the last paragraph of section 1, Chapter III, Title IV of General Ruling 622/13 of the CNV. Such information is included in the Notes to these Unaudited Condensed Interim Separate Financial Statements according to IFRS.

 

These Financial Statements should be read together with the annual separate financial statements of the Company as of June 30, 2015 prepared in accordance with the Technical Resolution N° 26. These Unaudited Condensed Interim Separate Financial Statements are presented in Argentine Pesos.

 

These Unaudited Condensed Interim Separate Financial Statements corresponding to the three-month periods ended September 30, 2015 and 2014 have not been audited. The Company’s Management believes they include all necessary adjustments to fairly present the results of each period. The Company’s three-month periods ended September 30, 2015 and 2014 results do not necessarily reflect the proportion of the Company’s full-year results.

 

 

 

7


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

2.             Basis of preparation of the Unaudited Condensed Interim Separate Financial Statements (Continued)

 

2.2.      Significant accounting policies

 

            The principal accounting policies adopted for the preparation of these Unaudited Condensed Interim Financial Statements are consistent with those applied in the preparation of the information under RT 26 as of June 30, 2015, and are based on those IFRS in force as of June 30, 2015 (except for the accounting of investments in subsidiaries, associates and joint ventures, which are accounted for under the equity method as required in RT 26). In addition, the most significant accounting policies are described in the Annual Separate Financial Statements.

 

2.3.      Use of estimates

 

The preparation of financial statements at a certain date requires the Management to make estimates and evaluations affecting the amount of assets and liabilities recorded and contingent assets and liabilities disclosed at such date, as well as income and expenses recorded during the period. Actual results might differ from the estimates and evaluations made at the date of preparation of these financial statements.

 

In the preparation of these Unaudited Condensed Interim Separate Financial Statements, the main significant judgments made by Management in applying the Company’s accounting policies and the major sources of uncertainty were the same that the Company used in the preparation of financial statements as of and for the fiscal year ended June 30, 2015, save for changes in accrued income tax, provision for legal claims, allowance for bad debts and accrued supplementary rental.

 

2.4.         Comparative Information

 

Balance items as of September 30, 2014 and June 30, 2015 shown in these financial statements for comparative purposes arise from financial statements then ended. Certain reclassifications have been made in order to present figures comparatively with those of this period.

 

 

 

 

8


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

3.         Acquisition and disposals

 

Company’s Merger and Spin-off – Merger with Solares de Santa María S.A. and Unicity S.A., and Spin-off – Merger with E-Commerce Latina S.A.

 

Pursuant to the previous merger and spin-off commitment undertaken on September 16, 2015, the following transactions were agreed upon:

 

a)      the “Takeover Merger” with Solares de Santa María S.A. (Solares) where Solares would be the acquired or target company and IRSA Inversiones y Representaciones Sociedad Anónima would be the acquirer;

b)      the “Takeover Merger” with Unicity S.A. (Unicity), where Unicity would be the acquired or target company and IRSA Inversiones y Representaciones Sociedad Anónima would be the acquirer;

c)      the spin-off of a 7.96% E-Commerce Latina S.A.’s (ECLSA) equity, which accounts for a 11.39% equity interest in Solares, in order for that interest to be subsequently merged into IRSA Inversiones y Representaciones Sociedad Anónima. ECLSA shall retain the ownership of all of its other rights, obligations, assets and liabilities.

 

 The Company’s annual shareholders’ meeting held on October 30, 2015 was adjourned until November 26, 2015, at which time the shareholders will consider the approval of all documents related to the merger and the spin-off-merger.

 

The following table summarizes the effect the merger, and the spin-off-merger would have had on the Company’s separate balance sheet as of June 30, 2015.

 

Caption

Issued Financial Statements

Solares

Unicity

ECLSA

spin-off assets

Eliminations / Reclassifications

Merged Financial statements

as of June 30, 2015

as of June 30, 2015

as of June 30, 2015

as of June 30, 2015

as of June 30, 2015

 

Ps.

 

 

 

Ps.

Ps.

Non-current Assets

6,619,932

321,382

29,775

21,373

(364,926)

6,627,536

Current Assets

336,065

1,143

77

-

(6,714)

330,571

Total Assets

6,955,997

322,525

29,852

21,373

(371,640)

6,958,107

Shareholders' Equity

2,474,253

313,722

29,830

21,373

(364,925)

2,474,253

Non-Current Liabilities

3,502,426

89

1

-

(8)

3,502,508

Current Liabilities

979,318

8,714

21

-

(6,707)

981,346

Total Liabilities

4,481,744

8,803

22

-

(6,715)

4,483,854

 

See other acquisitions and disposals made by the Company for the three-month period ended September 30, 2015 in Note 4 to the Unaudited Condensed Interim Consolidated Financial Statements.

 

 

 

9


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

4.         Financial risk management and fair value estimates

 

4.1       Financial risks

 

The Company’s activities are exposed to a variety of financial risks: market risk (including foreign currency risk, interest rate risk and price risk), credit risk, liquidity risk and capital risk.

 

The Unaudited Condensed Interim Financial Statements do not include all the information and disclosures of the risk management, so they should be read together with the annual separate financial statements as of June 30, 2015. There have been no changes in the risk management or risk management policies applied by the Company since the end of the annual fiscal year.

 

4.2       Fair value estimates

 

Since June 30, 2015 there have been no significant changes in business or economic circumstances affecting the fair value of the Company's financial assets or liabilities (either measured at fair value or amortized cost) (see Note 5 to the Unaudited Condensed Interim Consolidated Financial Statements as of September 30, 2015) nor any transfers between the different hierarchies used to assess the fair value of the Company's financial instruments.

 

 

 

 

10


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

5.         Information about principal subsidiaries, associates and joint ventures

 

The Company conducts its business through several operating and holding subsidiaries, associates and joint ventures.

 

Set out below is the summarized financial information for investments in subsidiaries, associates and joint ventures for the three-month period ended September 30, 2015 and for the year ended June 30, 2015:

 

Subsidiaries, Associates and Joint ventures

 

 

September 30,

2015

 

 

June 30,

2015

Beginning of the period / year

2,732,180

 

3,441,214

Capital contribution

38,099

 

1,378,412

Acquisition of non-controlling interest

(7,026)

 

21,806

Merger–spin-off (iv)

(165,379)

 

-

Share of (loss) / profit, net

(202,827)

 

718,923

Translation adjustment

35,210

 

(93,079)

Dividends distribution (i)

-

 

(454,670)

Capital reduction (ii)

-

 

(123,075)

Reimbursement of expired dividends

-

 

779

Intergroup transactions from transfer of assets

-

 

(2,158,130)

End of the period / year (iii)

2,430,257

 

2,732,180

 

(i)    During the year ended June 30, 2015, IRSA Propiedades Comerciales, Cyrsa S.A., BHSA, Inversora Bolivar S.A. and E-Commerce Latina S.A., distributed dividends for an amount of Ps. 418.4 million, Ps. 31.0 million, Ps. 2.2 million, Ps. 1.7 million, and Ps. 1.4 million, respectively.

 

(ii)   During the year ended June 30, 2015, Cyrsa S.A. and Nuevas Fronteras S.A. made a capital reduction to the Company in the amount of Ps. 110.9 and Ps. 12.2, respectively.

 

(iii)   As of September 30, 2015 and June 30, 2015 includes Ps. 327,956 and Ps. 583,074, respectively, corresponding to equity interest in IRSA Propiedades Comerciales S.A., included in Other liabilities non-current. Even though the Company has positive financial position and income, under applicable accounting standards, the Company has recorded an adjustment to consolidated income items included in the asset balance of the subsidiary (transferred to this as part of the transaction indicated in Note 3 to the Annual Financial Statements), resulting in a negative accounting exposure. This effect will be reverting in future fiscal years by way of an amortization over the residual useful life of the real property transferred and/or by total or partial disposition of those assets.

 

(iv)  See Note 3.

 

 

 

 

11


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

6.         Investment properties

 

Changes in Company’s investment properties for the three-month period ended September 30, 2015 and for the year ended June 30, 2015 were as follows:

 

 

Office buildings and other rental properties portfolio

 

Undeveloped parcel of lands

 

Total

At July 1st, 2014:

 

 

 

 

 

Costs

802,835

 

119,449

 

922,284

Accumulated depreciation

(185,419)

 

-

 

(185,419)

Residual value

617,416

 

119,449

 

736,865

Year ended June 30, 2015:

 

 

 

 

 

Additions

217,308

 

-

 

217,308

Transfers of property, plant and equipment

5,534

 

-

 

5,534

Disposals

(532,814)

 

(1,564)

 

(534,378)

Depreciation (i)

(13,588)

 

-

 

(13,588)

Residual value at the year end

293,856

 

117,885

 

411,741

At June 30, 2015:

 

 

 

 

 

Costs

328,990

 

117,885

 

446,875

Accumulated depreciation

(35,134)

 

-

 

(35,134)

Residual value

293,856

 

117,885

 

411,741

Period ended September 30, 2015:

 

 

 

 

 

Additions

199

 

-

 

199

Additions as a result of the merger (ii)

12,510

 

158,951

 

171,461

Disposals

(4,678)

 

(2,895)

 

(7,573)

Depreciation (i)

(1,225)

 

-

 

(1,225)

Residual value at period end

300,662

 

273,941

 

574,603

At September 30, 2015:

 

 

 

 

 

Costs

333,269

 

273,941

 

607,210

Accumulated depreciation

(32,607)

 

-

 

(32,607)

Residual value

300,662

 

273,941

 

574,603

 

(i)   Depreciation charges of investment properties were included in “Costs” in the Statements of Income (Note 24).

(i)   See Note 3.

 

The following amounts have been recognized in the statement of income:

 

 

September 30,

2015

 

September 30,

2014

Rental and service income

15,315

 

71,312

Income from collected expenses

3,295

 

16,746

Rental properties maintenance and operation

(6,026)

 

(24,022)

Maintenance of undeveloped land

(1,818)

 

(228)

Gain from disposal of investment properties

89,431

 

20,977

 

 

 

12


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

6.         Investment properties (Continued)

 

The following is a detailed summary of the investment properties of the Company by type as of September 30, 2015 and June 30, 2015.

 

         

Name

 

Net book amount

 

September 30,

2015

 

June 30,

2015

Office building and Other rental properties portfolio:

       

Bouchard 551

 

7,585

 

7,698

Dique IV

 

51,043

 

51,836

Libertador 498

 

3,972

 

3,938

Madero 1020

 

108

 

113

Maipú 1300

 

9,914

 

14,713

Rivadavia 2768

 

263

 

281

La Adela

 

214,594

 

214,594

Constitución 1111

 

673

 

683

Santa María del Plata

 

12,510

 

-

Total Office and Other rental properties portfolio

 

300,662

 

293,856

Undeveloped Parcels of land:

       

Catalinas Norte

 

109,496

 

109,496

Pilar

 

1,550

 

1,550

Santa María del Plata

 

158,951

 

-

Others

 

3,944

 

6,839

Total of undeveloped parcels of land

 

273,941

 

117,885

Total

 

574,603

 

411,741

 

 

 

 

13


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

7.         Property, plant and equipment

 

Changes in Company’s property, plant and equipment for the three-month period ended September 30, 2015 and for the year ended June 30, 2015 were as follows:

 

 

 

Hotels and facilities

 

Furniture

and fixtures

 

Machinery and equipment

 

Vehicles

 

Total

At July 1st, 2014:

 

 

 

 

 

 

 

 

 

 

Costs

 

19,364

 

3,124

 

12,254

 

221

 

34,963

Accumulated depreciation

 

(12,611)

 

(2,731)

 

(11,236)

 

(221)

 

(26,799)

Residual value

 

6,753

 

393

 

1,018

 

-

 

8,164

Year ended June 30, 2015:

 

 

 

 

 

 

 

 

 

 

Additions

 

73

 

59

 

969

 

-

 

1,101

Transfers of property, plant and equipment

 

(5,534)

 

-

 

-

 

-

 

(5,534)

Disposals

 

-

 

(2)

 

(416)

 

-

 

(418)

Depreciation (i)

 

(14)

 

(69)

 

(549)

 

-

 

(632)

Residual value at the year end

 

1,278

 

381

 

1,022

 

-

 

2,681

At June 30, 2015:

 

 

 

 

 

 

 

 

 

 

Costs

 

13,903

 

3,172

 

12,445

 

221

 

29,741

Accumulated depreciation

 

(12,625)

 

(2,791)

 

(11,423)

 

(221)

 

(27,060)

Residual value

 

1,278

 

381

 

1,022

 

-

 

2,681

Period ended September 30, 2015:

 

 

 

 

 

 

 

 

 

 

Additions

 

-

 

-

 

465

 

-

 

465

Additions as a result of the merger (ii)

 

-

 

-

 

42

 

-

 

42

Depreciation (i)

 

(3)

 

(17)

 

(134)

 

-

 

(154)

Residual value at period end

 

1,275

 

364

 

1,395

 

-

 

3,034

At September 30, 2015:

 

 

 

 

 

 

 

 

 

 

Costs

 

13,903

 

3,172

 

12,952

 

221

 

30,248

Accumulated depreciation

 

(12,628)

 

(2,808)

 

(11,557)

 

(221)

 

(27,214)

Residual value

 

1,275

 

364

 

1,395

 

-

 

3,034

 

(i)   Depreciation charges of property, plant and equipment were included in “Cost” and “General and administrative expenses” in the statement of income (Note 24).

(ii)  See Note 3.

 

 

 

 

 

14


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

8.         Trading properties

 

Changes in the Company’s trading properties for the three-month period ended September 30, 2015 and for the year ended June 30, 2015 were as follows:

 

 

Completed properties

 

Properties

under development

 

Total

At July 1st, 2014

2,839

 

8,200

 

11,039

Disposals (i)

(358)

 

-

 

(358)

At June 30, 2015

2,481

 

8,200

 

10,681

Disposals

-

 

-

 

-

At September 30, 2015

2,481

 

8,200

 

10,681

(i)     Corresponds to the carrying amount of properties transferred included in "Cost" in the statement of income (Note 24).

 

The following is a detailed summary of the properties for sale of the Company by type as of September 30, 2015 and June 30, 2015:

 

Description

 

Book Values

 

September 30,

2015

 

June 30,

2015

Properties under development:

       

Pereiraola

 

8,200

 

8,200

Total properties under development

 

8,200

 

8,200

Completed properties:

       

Abril

 

2,357

 

2,357

San Martín de Tours

 

124

 

124

Total completed properties

 

2,481

 

2,481

Total

 

10,681

 

10,681

 

 

 

September 30,

2015

 

June 30,

2015

Net book amount

 

 

 

Non-current

9,893

 

10,681

Current

788

 

-

 

10,681

 

10,681

 

 

 

15


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

9.         Intangible assets

 

Changes in Company’s intangible assets for the three-month period ended September 30, 2015 and for the year ended June 30, 2015 were as follows:

 

 

 

 

Goodwill

 

Computer software

 

Units to be received from barters (ii)

 

Total

At July 1st, 2014:

 

 

 

 

 

 

 

 

Costs

 

5,481

 

1,775

 

52,205

 

59,461

Accumulated depreciation

 

-

 

(1,568)

 

-

 

(1,568)

Residual value

 

5,481

 

207

 

52,205

 

57,893

Year ended June 30, 2015:

 

 

 

 

 

 

 

 

Additions

 

-

 

125

 

-

 

125

Disposals

 

(5,481)

 

-

 

-

 

(5,481)

Depreciation (i)

 

-

 

(203)

 

-

 

(203)

Residual value at the year end

 

-

 

129

 

52,205

 

52,334

At June 30, 2015:

 

 

 

 

 

 

 

 

Costs

 

-

 

1,900

 

52,205

 

54,105

Accumulated depreciation

 

-

 

(1,771)

 

-

 

(1,771)

Residual value

 

-

 

129

 

52,205

 

52,334

Period ended September 30, 2015:

 

 

 

 

 

 

 

 

Depreciation (i)

 

-

 

(15)

 

-

 

(15)

Residual value at period end

 

-

 

114

 

52,205

 

52,319

At September 30, 2015:

 

 

 

 

 

 

 

 

Costs

 

-

 

1,900

 

52,205

 

54,105

Accumulated depreciation

 

-

 

(1,786)

 

-

 

(1,786)

Residual value

 

-

 

114

 

52,205

 

52,319

 

(i)   Amortization charges of intangible assets are included in “General and administrative expenses” in the statement of income (Note 24).

(ii)  As of September 30, 2015 and June 30, 2015 receivables in kind representing the right to receive residential apartments in the future by way of barter agreements, are included in properties under development for an amount of Ps. 52.2 million (see Note 38 to the annual consolidated financial statements as of June 30, 2015).

 

10.        Inventories

 

Company’s inventories as of September 30, 2015 and June 30, 2015 are as follows:

 

 

September 30,

2015

 

June 30,

2015

Current

 

 

 

Materials and other inventories (i)

493

 

497

Total inventories

493

 

497

 

(i)   The cost of inventories is recorded in “Costs” in the statement of income (Note 24).

 

 

 

16


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

11.       Financial instruments by category

 

Determination of fair values

 

See determination of fair value in Note 15 to the Unaudited Condensed Interim Consolidated Financial Statements.

 

The following tables presents the financial assets and financial liabilities of the Company that are measured at fair value as of September 30, 2015 and June 30, 2015 and their allocation to the fair value hierarchy:

 

 

 

September 30, 2015

 

 

Level 1

 

Level 2

 

Level 3

 

Total

Assets

 

 

 

 

 

 

 

 

Financial assets at fair value through profit or loss:

 

 

 

 

 

 

 

 

- Investment in equity securities of TGLT

 

106

 

-

 

-

 

106

- Mutual funds

 

34,002

 

-

 

-

 

34,002

- Non-Convertible Notes (Note 29)

 

38,341

 

-

 

-

 

38,341

- Government bonds

 

140,485

 

-

 

-

 

140,485

Cash and cash equivalents:

 

 

 

 

 

 

 

 

- Mutual funds

 

267

 

-

 

-

 

267

Total assets

 

213,201

 

-

 

-

 

213,201

 

 

 

June 30, 2015

 

 

Level 1

 

Level 2

 

Level 3

 

Total

Assets

 

 

 

 

 

 

 

 

Financial assets at fair value through profit or loss:

 

 

 

 

 

 

 

 

- Investment in equity securities in TGLT

 

103

 

-

 

-

 

103

- Mutual funds

 

37,133

 

-

 

-

 

37,133

- Non-Convertible Notes (Note 34)

 

36,252

 

-

 

-

 

36,252

- Governments Bonds

 

22,094

 

-

 

-

 

22,094

Cash and cash equivalents:

 

 

 

 

 

 

 

 

- Mutual funds

 

112

 

-

 

-

 

112

Total assets

 

95,694

 

-

 

-

 

95,694

 

 

 

 

 

17


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

11.       Financial instruments by category (Continued)

 

 

 

September 30, 2015

 

 

Level 1

 

Level 2

 

Level 3

 

Total

Liabilities

 

 

 

 

 

 

 

 

- Derivative financial instruments

 

(114)

 

(930)

 

-

 

(1,044)

Total liabilities

 

(114)

 

(930)

 

-

 

(1,044)

 

 

 

June 30, 2015

 

 

Level 1

 

Level 2

 

Level 3

 

Total

Liabilities

 

 

 

 

 

 

 

 

- Derivative financial instruments

 

-

 

-

 

-

 

-

Total liabilities

 

-

 

-

 

-

 

-

 

The derivative financial instruments are classified as Level 2 since their fair value is calculated under the discounted cash flow method. The main parameter used in that model is interest rate futures (see Note 14).

 

When no quoted prices in an active market are available, fair values (particularly with derivatives) are based on recognized valuation methods. The Company uses a range of valuation models for the measurement of Level 2 instruments, details of which may be obtained from the following table:

 

Description

 

Pricing model

 

Pricing method

 

Parameters

Foreign currency-contracts

 

Present value method

 

Theoretical price

 

Money market interest-rate curve, Foreign exchange curve.

 

 

 

18


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

12.          Trade and other receivables

 

Company’s trade and other receivables, as of September 30, 2015 and June 30, 2015 are as follows:

 

 

September 30,

2015

 

June 30,

2015

Non-current

 

 

 

Sale, leases and services receivable

719

 

508

Receivables from the sale of properties

21,896

 

-

Non-current trade receivables

22,615

 

508

Trade accounts receivables of joint ventures

3,729

 

3,595

VAT receivables

2,459

 

-

Others

368

 

955

Non-current other receivables

6,556

 

4,550

Related parties (Note 29)

2,325,432

 

2,242,969

Total non-current trade and other receivables

2,354,603

 

2,248,027

Current

 

 

 

Leases and services receivables

12,168

 

12,002

Receivables from the sale of properties

4,651

 

124

Checks to be deposited

468

 

-

Overdue debtors and debtors under legal proceedings

8,016

 

7,767

Less: Allowance for trade accounts receivables

(10,904)

 

(9,885)

Trade accounts receivables

14,399

 

10,008

Gross sales tax credit

1,770

 

1,403

Other tax receivables

5,372

 

5,402

Prepaid expenses

3,579

 

4,736

Expenses and services to recover

6,760

 

6,990

Advance payments

2,835

 

2,615

Advance payments related to foreign currency future contracts

-

 

75

Others

1,084

 

1,073

Current other receivables

21,400

 

22,294

Related parties (Note 29)

142,077

 

183,132

Current trade and other receivables

177,876

 

215,434

Total trade and other receivables

2,532,479

 

2,463,461

 

Movements on the Company’s allowance for trade and other receivables are as follows:

 

 

September 30,

2015

 

June 30,

2015

Beginning of the period / year

9,885

 

8,114

Charges for the period / year (Note 24)

1,100

 

3,086

Unused amounts reversed (Note 24)

(81)

 

(1,315)

End of the period / year

10,904

 

9,885

 

 

19


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

12.          Trade and other receivables (Continued)

 

The creation and release of provision for impaired receivables have been included in “Selling expenses” in the statement of income (Note 24). Amounts charged to the allowance account are generally written off, when there is no expectation of recovering additional cash.

 

13.        Investments in financial assets

 

Company’s investments in financial assets as of September 30, 2015 and June 30, 2015 are as follows:

 

 

September 30,

2015

 

June 30,

2015

Non-current

 

 

 

Financial assets at fair value

 

 

 

Investment in equity securities in TGLT

106

 

103

Financial assets at amortized cost

 

 

 

Convertible Notes related parties (Note 29)

100,000

 

100,000

Total Non-current investments in financial assets

100,106

 

100,103

Current

 

 

 

Financial assets at fair value

 

 

 

Mutual funds

34,002

 

37,133

Non-Convertible Notes related parties (Note 29)

38,341

 

36,252

Government bonds

140,485

 

22,094

Financial assets at amortized cost

 

 

 

Convertible Notes related parties (Note 29)

5,671

 

452

Total current investments in financial assets

218,499

 

95,931

Total investments in financial assets

318,605

 

196,034

 

 

 

20


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

14.          Derivative financial instruments

 

Company’s derivative financial instruments as of September 30, 2015 and June 30, 2015 are as follows:

 

 

September 30,

2015

 

June 30,

2015

Liabilities

 

 

 

Current

 

 

 

Foreign-currency future contracts

(1,044)

 

-

Total derivative financial instruments

(1,044)

 

-

Total derivative financial instruments

(1,044)

 

-

 

Group’s future exchanges contracts pending as of September 30, 2015 and June 30, 2015 are as follows:

 

Futures

 

Amount (US$)

 

Due date

 

September 30,

2015

 

June 30,

2015

Banco Galicia

 

3,000

 

04/29/2016

 

(930)

 

-

Banco SBS

 

3,000

 

04/29/2016

 

-

 

-

Banco SBS

 

4,150

 

05/31/2016

 

33

 

-

Banco Cohen

 

4,000

 

01/29/2016

 

(12)

 

-

Banco Finansur

 

15,000

 

03/31/2016

 

(135)

 

-

Total

 

29,150

 

 

 

(1,044)

 

-

 

15.          Cash flow information

 

The following table shows the amounts of cash and cash equivalents as of September 30, 2015 and June 30, 2015:

 

 

September 30,

2015

 

June 30,

2015

Cash at bank and on hand

48,740

 

3,357

Mutual funds

267

 

112

Total cash and cash equivalents

49,007

 

3,469

 

 

 

21


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

15.          Cash flow information (Continued)

 

Following is a detailed description of cash flows generated by the Company’s operations for the three-month periods ended September 30, 2015 and 2014:

 

 

Note

September 30,

2015

 

September 30,

2014

(Loss) / Profit for the period

 

(275,692)

 

3,258

Adjustments for:

 

 

 

 

Income tax

20

52,526

 

(44,743)

Depreciation and amortization

24

1,394

 

6,618

Loss from disposal of investment properties

6

(89,431)

 

(20,977)

Gain from repurchase of Non-Convertible Notes

 

297

 

-

Share-based compensation plan

25, 28

1,402

 

2,586

Changes in fair value of investments in financial assets

27

(5,340)

 

(818)

Gain from derivative financial instruments

 

5,712

 

1,261

Interest expense, net

 

59,729

 

95,822

Provisions and allowances

 

2,251

 

3,833

Share of gain / (loss) from of subsidiaries, associates and joint ventures

 

202,827

 

(83,154)

Unrealized foreign exchange loss, net

 

20,122

 

78,153

Decrease / (Increase) in inventories

 

4

 

(34)

Decrease in trading properties

 

-

 

79

Decrease / (Increase) in trade and other receivables

 

93,432

 

(788)

Increase / (Decrease) in trade and other payables

 

39,111

 

(31,212)

Decrease in salaries and social security liabilities

 

(444)

 

(1,938)

Decrease in provisions

 

-

 

(1,361)

Net cash generated by operating activities

 

107,899

 

6,585

 

 

Additional information

 

09.30.2015

 

09.30.2014

Reserve for share-based compensation

 

4,330

 

7,478

Cumulative translation adjustment

 

35,210

 

36,656

Changes in non-controlling interest

 

8,599

 

10,583

Increase in investment properties through a decrease in financial assets

 

-

 

48,196

Increase in trade and other receivables through a decrease in investments in associates and joint ventures

 

-

 

112,431

Decrease in borrowings through a decrease in equity investments in subsidiaries, associates and joint ventures

 

-

 

12,493

Decrease in trade and other receivables through a decrease in borrowings

 

205

 

-

Increase in borrowings through an increase in investments in financial assets

 

140,000

 

-

Use of tax loss carryforwards

 

9,244

 

-

 

 

22


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

15.          Cash flow information (Continued)

 

Balances added as a result of the merger

 

 

Assets

 

09.30.2015

Investments in financial assets

 

39

Trade and other receivables

 

2,299

Income tax and minimum presumed income ("MPIT") tax credit

 

(1,039)

Deferred income tax assets

 

403

Investments in subsidiaries, associates and joint ventures

 

(165,379)

Investment properties

 

171,460

Property, plant and equipment

 

42

Total Assets

 

7,825

 

 

 

Liabilities

 

 

Borrowings

 

(762)

Trade and other payables

 

(7,062)

Payroll and social security liabilities

 

(9)

Total Liabilities

 

(7,833)

Cash added as a result of the merger

 

(7)

 

16.          Trade and other liabilities

 

Company’s trade and other payables as of September 30, 2015 and June 30, 2015 are as follows:

 

 

September 30,

2015

 

June 30,

2015

Non-current

 

 

 

Sales, rent and services payments received in advance

256

 

349

Tenant deposits

90

 

193

Total non-current trade payables

346

 

542

Tax amnesty plan for payable taxes

2,354

 

2,732

Other tax payables

866

 

-

Non-current other payables

3,220

 

2,732

Related parties (Note 29)

3,444

 

24

Total non-current trade and other payables

7,010

 

3,298

 

 

 

 

Current

 

 

 

Trade payables

3,833

 

3,405

Invoices to be received

10,901

 

10,440

Customers advances

5,598

 

6,893

Sales, rent and services payments received in advance

2,319

 

1,504

Tenant deposits

945

 

1,019

Total current trade payables

23,596

 

23,261

Dividends payable to non-controlling shareholders

9,230

 

9,230

Tax on shareholders’ personal assets

2,609

 

1,759

Others

1,410

 

1,127

Total current other payables

13,249

 

12,116

Related parties (Note 29)

101,253

 

60,178

Total current trade and other payables

138,098

 

95,555

Total trade and other payables

145,108

 

98,853

 

 

23


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

17.         Payroll and social security liabilities

 

Company’s Salaries and social security liabilities as of September 30, 2015 and June 30, 2015 are as follows:

 

 

September 30,

2015

 

June 30,

2015

Current

 

 

 

Provision for vacation, bonuses and others

948

 

1,182

Social security payable

161

 

280

Salaries payable

23

 

68

Others

5

 

19

Total current salaries and social security liabilities

1,137

 

1,549

Total salaries and social security liabilities

1,137

 

1,549

 

18.         Provisions

 

The table below shows the movements in Company's provisions:

 

 

Labor, legal and other claims

At June 30, 2015

26,318

Additions

1,544

Decreases

(312)

At September 30, 2015

27,550

 

The breakdown of total current and non-current provisions is as follows:

 

 

September 30,

2015

 

June 30,

2015

Non-current

2,740

 

1,253

Current

24,810

 

25,065

 

27,550

 

26,318

 

 

24


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

19.         Borrowings

 

Company’s borrowings as of September 30, 2015 and June 30, 2015 were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

Book value

 

Secured / unsecured

 

Currency

 

Fixed Rate / floating

 

Effective

interest rate %

 

Nominal value of

share capital

 

September 30, 2015

 

June 30,

2015

Non-current

 

 

 

 

 

 

 

 

 

 

 

 

 

IRSA NCN due 2017 (Note 29)

Unsecured

 

US$

 

Fixed

 

8.50%

 

150,000

 

1,412,064

 

1,355,434

IRSA NCN due 2020

Unsecured

 

US$

 

Fixed

 

11.50%

 

150,000

 

1,395,082

 

1,344,628

IRSA NCN due 2017

Unsecured

 

Ps.

 

Floating

 

Badlar + 450 ps

 

10,790

 

10,739

 

10,730

Finance lease obligations

Secured

 

US$

 

Fixed

 

7% to 12.8%

 

26

 

127

 

7

Finance lease obligations

Secured

 

Ps.

 

Fixed

 

33.52%

 

365

 

162

 

-

Borrowings non-current

 

 

 

 

 

 

 

 

 

 

2,818,174

 

2,710,799

Related parties (Note 29) (1)

 

 

 

 

 

 

 

 

 

 

135,552

 

107,828

Total non-current borrowings

 

 

 

 

 

 

 

 

 

 

2,953,726

 

2,818,627

Current

 

 

 

 

 

 

 

 

 

 

 

 

 

IRSA NCN due 2017 (Note 29)

Unsecured

 

US$

 

Fixed

 

8.50%

 

150,000

 

19,351

 

47,416

IRSA NCN due 2020

Unsecured

 

US$

 

Fixed

 

11.50%

 

150,000

 

31,603

 

69,675

IRSA NCN due 2017

Unsecured

 

Ps.

 

Floating

 

Badlar + 450 ps

 

10,790

 

265

 

258

IRSA NCN due 2015

Unsecured

 

Ps.

 

Floating

 

Badlar + 395 ps

 

209,398

 

-

 

214,084

Bank overdrafts

Unsecured

 

Ps.

 

Floating

 

-

 

-

 

617,603

 

351,853

Finance lease obligations

Secured

 

US$

 

Fixed

 

7% to 12,80%

 

15

 

111

 

131

Finance lease obligations

Secured

 

Ps.

 

Fixed

 

33.52%

 

365

 

94

 

-

Bank loans

Unsecured

 

Ps.

 

Fixed

 

23%

 

100,000

 

100,000

 

100,000

Borrowings current

 

 

 

 

 

 

 

 

 

 

769,027

 

783,417

Related parties (Note 29) (1)

 

 

 

 

 

 

 

 

 

 

188,030

 

66,229

Total Current borrowings

 

 

 

 

 

 

 

 

 

 

957,057

 

849,646

Total borrowings

 

 

 

 

 

 

 

 

 

 

3,910,783

 

3,668,273

NCN: Non-convertible Notes

 

 

 

25


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

19.          Borrowings (Continued)

 

(1)   Related parties breakdown:

 

 

Secured / unsecured

 

Currency

 

Fixed Rate / floating

 

Effective

interest rate %

 

Nominal value

 

September 30, 2015

 

June 30,

2015

Non-current

 

 

 

 

 

 

 

 

 

 

 

 

 

Nuevas Fronteras S.A.

Unsecured

 

Ps.

 

Floating

 

Badlar

 

20,576

 

25,885

 

20,576

Inversora Bolívar S.A.

Unsecured

 

Ps.

 

Floating

 

Badlar

 

6,930

 

8,922

 

-

E-commerce Latina S.A.

Unsecured

 

Ps.

 

Floating

 

Badlar

 

5,945

 

8,047

 

-

Cyrsa S.A.

Unsecured

 

Ps.

 

Floating

 

Badlar

 

14,811

 

17,208

 

14,438

Ritelco S.A.

Unsecured

 

US$

 

Floating

 

Libor 3m + 200 points

 

8,012

 

75,490

 

72,814

Total Non-current related parties borrowings

 

 

 

 

 

 

 

 

 

 

135,552

 

107,828

Current

 

 

 

 

 

 

 

 

 

 

 

 

 

Inversora Bolivar S.A.

Unsecured

 

Ps.

 

Floating

 

Badlar

 

6,930

 

-

 

8,560

Nuevas Fronteras S.A.

Unsecured

 

Ps.

 

Floating

 

Badlar

 

20,576

 

-

 

4,221

IRSA Propiedades Comerciales S.A. (IRSA CP)

Unsecured

 

US$

 

Fixed

 

Libor 12m + 200 points

 

179,614

 

180,117

 

38,291

E-commerce Latina S.A.

Unsecured

 

Ps.

 

Floating

 

Badlar

 

5,945

 

-

 

7,930

Ritelco S.A.

Unsecured

 

Ps.

 

Floating

 

Badlar

 

3,495

 

5,506

 

5,322

Ritelco S.A.

Unsecured

 

US$

 

Floating

 

Libor 3m + 200 points

 

8,012

 

2,407

 

1,905

Total current related parties borrowings

 

 

 

 

 

 

 

 

 

 

188,030

 

66,229

Total related parties borrowings

 

 

 

 

 

 

 

 

 

 

323,582

 

174,057

 

 

 

26


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

20.          Current and deferred income tax

 

The details of the provision for the Company’s income tax are as follows:

 

 

September 30,

2015

 

September 30,

2014

Current income tax

(9,244)

 

-

Deferred income tax

(43,282)

 

44,743

Income tax

(52,526)

 

44,743

 

The gross movement on the deferred income tax account is as follows:

 

 

September 30,

2015

 

June 30,

2015

Beginning of the period / year

282,727

 

327,789

Additions as a result of the merger (i)

402

 

-

Use of tax loss carryforwards

(9,244)

 

(157,367)

Income tax

(43,282)

 

112,305

End of period / year

230,603

 

282,727

 

(i)   See Note 3.

 

Below is a reconciliation between income tax expense and the amount that would arise using the income tax rate applicable to Profit Before Income Tax for the three-month periods ended September 30, 2015 and 2014:

 

 

September 30,

2015

 

September 30,

2014

Net income at tax rate

(78,108)

 

(14,520)

Permanent differences:

 

 

 

Share of profit / (loss) from subsidiaries, associates and joint ventures

129,932

 

(29,104)

Non-deductible items and others

702

 

(1,119)

Income tax

52,526

 

(44,743)

 

Deferred income tax assets are recognized for tax loss carry-forwards to the extent that the realization of the related tax benefits through future taxable profits is probable. Tax loss carry forwards in Argentina expire within 5 years.

 

 

 

27


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

21.          Shareholders’ Equity

 

See description of the different items of the Company's equity in Note 26 to the Unaudited Condensed Interim Consolidated Financial Statements.

 

22.          Revenues

 

 

September 30,

2015

 

September 30,

2014

Rental and scheduled rent increases

14,649

 

69,065

Property management fee

666

 

1,277

Others

-

 

970

Rental and service income

15,315

 

71,312

Sale of trading properties

-

 

1,106

Total income from sales, rents and services

15,315

 

72,418

Expenses

3,295

 

16,746

Total revenues

18,610

 

89,164

 

23.          Costs

 

 

September 30,

2015

 

September 30,

2014

Leases and services costs

6,026

 

24,022

Cost of sales and development

2,208

 

871

Total cost of property operations

8,234

 

24,893

Total costs

8,234

 

24,893

 

24.          Expenses by nature

 

The Company disclosed expenses in the statements of income by function as part of the line items “Costs”, “General and administrative expenses” and “Selling expenses”.

 

The following tables provide the additional required disclosure of expenses by nature and their relationship to the function within the Company.

 

 

 

28


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

24.          Expenses by nature (Continued)

 

For the period ended September 30, 2015:

 

 

Costs

 

 

 

 

 

 

 

Cost of rental and services

 

Cost of sale

and development

 

General and administrative expenses

 

Selling expenses

 

Total

Salaries, social security costs and other personnel expenses

1,601

 

-

 

11,697

 

1,552

 

14,850

Director´s fees

-

 

-

 

5,207

 

-

 

5,207

Maintenance, security, cleaning, repairs and others

1,579

 

1,253

 

1,028

 

9

 

3,869

Taxes, rates and contributions

823

 

625

 

16

 

2,248

 

3,712

Fees and payments for services

54

 

84

 

2,301

 

178

 

2,617

Leases and service charges

366

 

175

 

935

 

82

 

1,558

Depreciation and amortization

1,184

 

-

 

183

 

27

 

1,394

Public services and others

317

 

68

 

892

 

39

 

1,316

Traveling, transportation and stationery

73

 

3

 

1,100

 

38

 

1,214

Allowance for trade and other receivables (charge and recovery, net)

-

 

-

 

-

 

1,019

 

1,019

Bank charges

-

 

-

 

548

 

-

 

548

Advertising and others selling expenses

-

 

-

 

-

 

516

 

516

Others

29

 

-

 

-

 

-

 

29

Total expenses by nature

6,026

 

2,208

 

23,907

 

5,708

 

37,849

 

 

 

29


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

24.          Expenses by nature (Continued)

 

For the period ended September 30, 2014:

 

 

Costs

 

 

 

 

 

 

 

Cost of rental and services

 

Cost of sale

and development

 

General and administrative expenses

 

Selling expenses

 

Total

Salaries, social security costs and other personnel expenses

4,140

 

165

 

11,655

 

1,413

 

17,373

Director´s fees

-

 

-

 

3,538

 

-

 

3,538

Maintenance, security, cleaning, repairs and others

5,254

 

56

 

149

 

14

 

5,473

Taxes, rates and contributions

3,599

 

428

 

39

 

2,071

 

6,137

Fees and payments for services

21

 

5

 

1,533

 

465

 

2,024

Leases and service charges

508

 

80

 

573

 

23

 

1,184

Depreciation and amortization

6,412

 

1

 

182

 

23

 

6,618

Public services and others

3,816

 

48

 

985

 

66

 

4,915

Traveling and transportation and stationery

77

 

9

 

1,076

 

87

 

1,249

Allowance for trade and other receivables (charge and recovery, net)

-

 

-

 

-

 

419

 

419

Bank charges

-

 

-

 

608

 

-

 

608

Advertising and others selling expenses

-

 

-

 

-

 

450

 

450

Others

195

 

-

 

-

 

-

 

195

Cost of sale of trading properties

-

 

79

 

-

 

-

 

79

Total expenses by nature

24,022

 

871

 

20,338

 

5,031

 

50,262

 

 

 

 

 

30


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

25.          Employee costs

 

 

September 30,

2015

 

September 30,

2014

Salaries, bonuses and social security costs

12,137

 

13,786

Costs of equity incentive plans and defined contribution

1,684

 

2,553

Other expenses and benefits

1,029

 

1,034

Total employee costs

14,850

 

17,373

 

26.          Other operating results, net

 

 

September 30,

2015

 

September 30,

2014

Tax on shareholders’ personal assets

(849)

 

(508)

Donations

(1,769)

 

(368)

Lawsuits and other contingencies (1)

(1,292)

 

(1,512)

Others

109

 

(1,900)

Total other operating results, net

(3,801)

 

(4,288)

(1)         Includes legal costs and expenses

 

27.          Financial results, net

 

 

September 30,

2015

 

September 30,

2014

Finance income:

 

 

 

- Interest income

55,879

 

3,983

- Foreign exchange gains

83,862

 

16,959

Total finance income

139,741

 

20,942

 

 

 

 

Finance costs:

 

 

 

- Interest expense

(115,608)

 

(99,805)

- Foreign exchange losses

(105,425)

 

(95,990)

- Other finance costs

(4,769)

 

(4,934)

Total finance costs

(225,802)

 

(200,729)

Other financial results:

 

 

 

- Fair value gain in financial assets

5,340

 

818

- Loss on derivative financial instruments

(5,712)

 

(1,261)

- Loss on repurchase of Non-Convertible Notes

(297)

 

-

Total other financial results

(669)

 

(443)

Total financial results, net

(86,730)

 

(180,230)

 

28.          Share-based payments

 

For more details on share-based payments, see Note 33 to the Unaudited Condensed Interim Consolidated Financial Statements.

 

 

 

31


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

29.     Related party transactions

 

The following is a summary of the balances with related parties as of September 30, 2015:

 

Related party

Description of Transaction

 

Trade and other receivables non-current

 

Trade and other receivables current

 

Investments in financial assets

non-current

 

Investments in financial assets

current

 

Trade and other payables

non-current

 

Trade and other payables current

 

Borrowings

non-current

 

Borrowings current

Ultimate Parent Company

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CRESUD S.A.C.I.F. y A.

Sale of property

 

-

 

216

 

-

 

-

 

-

 

-

 

-

 

-

Corporate services

 

-

 

-

 

-

 

-

 

-

 

(23,063)

 

-

 

-

Reimbursement of expenses

 

-

 

-

 

-

 

-

 

-

 

(2,980)

 

-

 

-

Long-term incentive program

 

-

 

-

 

-

 

-

 

-

 

(5,266)

 

-

 

-

Management fees

 

-

 

-

 

-

 

-

 

-

 

(20)

 

-

 

-

Leases

 

-

 

558

 

-

 

-

 

-

 

-

 

-

 

-

Non-Convertible Notes

 

-

 

-

 

-

 

-

 

-

 

-

 

(16,919)

 

(337)

Total Ultimate Parent Company

 

 

-

 

774

 

-

 

-

 

-

 

(31,329)

 

(16,919)

 

(337)

Associates

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Banco Hipotecario S.A.

Reimbursement of expenses

 

-

 

1

 

-

 

-

 

-

 

(602)

 

-

 

-

Total Associates

 

 

-

 

1

 

-

 

-

 

-

 

(602)

 

-

 

-

Associates IRSA CP

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tarshop S.A

Leases

 

-

 

-

 

-

 

-

 

-

 

(36)

 

-

 

-

Total Associates IRSA CP

 

 

 

 

 

 

 

 

 

 

 

 

(36)

 

 

 

 

Subsidiaries of Tyrus

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Irsa International LLC

Reimbursement of expenses

 

-

 

486

 

-

 

-

 

-

 

-

 

-

 

-

Reig I

Reimbursement of expenses

 

-

 

7

 

-

 

-

 

-

 

-

 

-

 

-

Real Estate Investment Group V

Reimbursement of expenses

 

-

 

21

 

-

 

-

 

-

 

-

 

-

 

-

Real Estate Strategies LP

Reimbursement of expenses

 

-

 

2,470

 

-

 

-

 

-

 

-

 

-

 

-

New Lipstick LLC

Reimbursement of expenses

 

-

 

2,270

 

-

 

-

 

-

 

-

 

-

 

-

Imadison LLC

Reimbursement of expenses

 

-

 

1,590

 

-

 

-

 

-

 

-

 

-

 

-

Total Subsidiaries of TYRUS

 

 

-

 

6,844

 

-

 

-

 

-

 

-

 

-

 

-

Subsidiaries of CRESUD

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Futuros y Opciones.com S.A.

Reimbursement of expenses

 

-

 

-

 

-

 

-

 

-

 

(29)

 

-

 

-

HELMIR S.A.

Non-Convertible Notes

 

-

 

-

 

-

 

-

 

-

 

-

 

(25,439)

 

(569)

Total Subsidiaries of CRESUD

 

 

-

 

-

 

-

 

-

 

-

 

(29)

 

(25,439)

 

(569)

 

 

 

32


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

29.   Related party transactions (Continued)

 

Related party

Description of Transaction

 

Trade and other receivables non-current

 

Trade and other receivables current

 

Investments in financial assets non-current

 

Investments in financial assets current

 

Trade and other payables non-current

 

Trade and other payables current

 

Borrowings

non-current

 

Borrowings current

Subsidiaries

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

IRSA CP

Reimbursement of expenses

 

-

 

-

 

-

 

-

 

-

 

(35,997)

 

-

 

-

Corporate services

 

-

 

-

 

-

 

-

 

-

 

(21,610)

 

-

 

-

Non-Convertible Notes

 

-

 

-

 

-

 

38,341

 

-

 

-

 

(58,019)

 

(1,176)

Long-term incentive program

 

-

 

51,851

 

-

 

-

 

-

 

-

 

-

 

-

Sale of Property

 

2,321,581

 

42,208

 

-

 

-

 

-

 

-

 

-

 

-

Leases

 

-

 

-

 

-

 

-

 

-

 

(88)

 

-

 

-

Borrowings

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(180,116)

Proceeds from Leasing

 

-

 

-

 

-

 

-

 

-

 

(825)

 

-

 

-

E. Commerce Latina S.A.

Management fees

 

-

 

1

 

-

 

-

 

-

 

-

 

-

 

-

Borrowings

 

-

 

-

 

-

 

-

 

-

 

-

 

(8,047)

 

(1)

Palermo Invest S.A.

Borrowings

 

3,817

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Ritelco S.A.

Non-Convertible Notes

 

-

 

-

 

-

 

-

 

-

 

-

 

(37,288)

 

(734)

Borrowings

 

-

 

-

 

-

 

-

 

-

 

-

 

(75,490)

 

(7,913)

Inversora Bolivar S.A.

Reimbursement of expenses

 

-

 

-

 

-

 

-

 

-

 

(1)

 

-

 

-

Borrowings

 

-

 

-

 

-

 

-

 

-

 

-

 

(8,922)

 

-

Hoteles Argentinos S.A.

Hotel services

 

-

 

104

 

-

 

-

 

-

 

(1,891)

 

-

 

-

Tyrus S.A.

Borrowings

 

34

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Reimbursement of expenses

 

-

 

56

 

-

 

-

 

-

 

-

 

-

 

-

Llao Llao Resorts S.A.

Hotel services

 

-

 

3,510

 

-

 

-

 

-

 

-

 

-

 

-

Guarantee Deposits

 

-

 

-

 

-

 

-

 

(17)

 

-

 

-

 

-

Nuevas Fronteras S.A.

Reimbursement of expenses

 

-

 

9

 

-

 

-

 

-

 

-

 

-

 

-

Management fees

 

-

 

1,267

 

-

 

-

 

-

 

-

 

-

 

-

Borrowings

 

-

 

-

 

-

 

-

 

-

 

-

 

(25,885)

 

-

Banco de crédito y securitización

Leases and/or rights of use

 

-

 

43

 

-

 

-

 

-

 

-

 

-

 

-

Convertible Notes

 

-

 

-

 

100,000

 

5,671

 

-

 

-

 

-

 

-

Zetol S.A.

Reimbursement of expenses

 

-

 

2

 

-

 

-

 

-

 

-

 

-

 

-

Vista al Muelle S.A.

Reimbursement of expenses

 

-

 

7

 

-

 

-

 

-

 

-

 

-

 

-

Total Subsidiaries

 

 

2,325,432

 

99,058

 

100,000

 

44,012

 

(17)

 

(60,412)

 

(213,651)

 

(189,940)

 

 

 

33


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

29.       Related party transactions (Continued)

 

Related party

Description of Transaction

 

Trade and other receivables non-current

 

Trade and other receivables current

 

Investments in financial assets
non-current

 

Investments in financial assets
current

 

Trade and other payables
non-current

 

Trade and other payables current

 

Borrowings

non-current

 

Borrowings current

Subsidiaries of IRSA CP

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Arcos de Gourmet S.A

Reimbursement of expenses

 

-

 

2

 

-

 

-

 

-

 

-

 

-

 

-

Long-term incentive program

 

-

 

51

 

-

 

-

 

-

 

-

 

-

 

-

Emprendimiento Recoleta S.A.

Long-term incentive program

 

-

 

360

 

-

 

-

 

-

 

-

 

-

 

-

Non-Convertible Notes

 

-

 

 

 

-

 

-

 

-

 

-

 

(16,546)

 

(304)

Fibesa S.A.

Reimbursement of expenses

 

-

 

4

 

-

 

-

 

-

 

-

 

-

 

-

Long-term incentive program

 

-

 

12,009

 

-

 

-

 

-

 

-

 

-

 

-

Panamerican Mall S.A.

Reimbursement of expenses

 

-

 

569

 

-

 

-

 

-

 

-

 

-

 

-

Long-term incentive program

 

-

 

979

 

-

 

-

 

-

 

-

 

-

 

-

Nuevo Puerto Santa Fe

Reimbursement of expenses

 

-

 

 

 

-

 

-

 

-

 

(5)

 

-

 

-

Long-term incentive program

 

-

 

514

 

-

 

-

 

-

 

-

 

-

 

-

Shopping Neuquén S.A.

Reimbursement of expenses

 

-

 

-

 

-

 

-

 

-

 

(5)

 

-

 

-

Total Subsidiaries of IRSA CP

 

 

-

 

14,488

 

-

 

-

 

-

 

(10)

 

(16,546)

 

(304)

Other related parties

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consultores Asset Management S.A. (CAMSA)

Reimbursement of expenses

 

-

 

3,291

 

-

 

-

 

-

 

-

 

-

 

-

Fundación IRSA

Reimbursement of expenses

 

-

 

65

 

-

 

-

 

-

 

-

 

-

 

-

Donations

 

-

 

-

 

-

 

-

 

-

 

(581)

 

-

 

-

Estudio Zang, Bergel & Viñes

Legal Services

 

-

 

10

 

-

 

-

 

-

 

(149)

 

-

 

-

Total Other related parties

 

 

-

 

3,366

 

-

 

-

 

-

 

(730)

 

-

 

-

Joint Ventures of IRSA CP

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Quality Invest S.A.

Reimbursement of expenses

 

-

 

196

 

-

 

-

 

-

 

-

 

-

 

-

Total Joint Ventures of IRSA CP

 

 

-

 

196

 

-

 

-

 

-

 

-

 

-

 

-

Joint Ventures

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cyrsa S.A.

Reimbursement of expenses

 

-

 

11

 

-

 

-

 

-

 

-

 

-

 

-

Credit due to capital reduction

 

-

 

8,847

 

-

 

-

 

-

 

-

 

-

 

-

Borrowings

 

-

 

-

 

-

 

-

 

-

 

-

 

(17,208)

 

-

Baicom Networks S.A.

Reimbursement of expenses

 

-

 

26

 

-

 

-

 

-

 

-

 

-

 

-

Puerto Retiro S.A.

Reimbursement of expenses

 

-

 

44

 

-

 

-

 

-

 

-

 

-

 

-

Total Joint Ventures

 

 

-

 

8,928

 

-

 

-

 

-

 

-

 

(17,208)

 

-

Directors

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Directors

Fees

 

-

 

-

 

-

 

-

 

(3,419)

 

(8,105)

 

-

 

-

Reimbursement of expenses

 

-

 

301

 

-

 

-

 

-

 

-

 

-

 

-

Advances

 

-

 

8,121

 

-

 

-

 

-

 

-

 

-

 

-

Guarantee deposits

 

-

 

-

 

-

 

-

 

(8)

 

-

 

-

 

-

Total Directors

 

 

-

 

8,422

 

-

 

-

 

(3,427)

 

(8,105)

 

-

 

-

Total

 

 

2,325,432

 

142,077

 

100,000

 

44,012

 

(3,444)

 

(101,253)

 

(289,763)

 

(191,150)

 

 

 

34


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

29.        Related party transactions (Continued)

 

The following is a summary of the balances with related parties as of June 30, 2015:

 


Related party


Description of Transaction

 

Trade and other receivables

non-current

 

Trade and other receivables current

 

Investments in financial assets non-current

 

Investments in financial assets current

 

Trade and other payables

non-current

 

Trade and other payables
current

 

Borrowings

non-current

 

Borrowings current

Parent Company

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CRESUD S.A.C.I.F. y A.

Sale of good and/or services

 

-

 

216

 

-

 

-

 

-

 

-

 

-

 

-

Management fees

 

-

 

-

 

-

 

-

 

-

 

(12)

 

-

 

-

Leases and/or rights of use

 

-

 

1,160

 

-

 

-

 

-

 

-

 

-

 

-

Corporate services

 

-

 

-

 

-

 

-

 

-

 

(17,428)

 

-

 

-

Reimbursement of expenses

 

-

 

-

 

-

 

-

 

-

 

(4,205)

 

-

 

-

Long-term incentive program

 

-

 

-

 

-

 

-

 

-

 

(8,087)

 

-

 

-

 

Non-Convertible Notes

 

-

 

-

 

-

 

-

 

-

 

-

 

(16,504)

 

(743)

Total Parent Company

   

-

 

1,376

 

-

 

-

 

-

 

(29,732)

 

(16,504)

 

(743)

Subsidiaries

   

-

 

 

 

 

 

-

 

 

 

 

 

 

 

 

E. Commerce Latina S.A.

Reimbursement of expenses

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Management fees

 

-

 

1

 

-

 

-

 

-

 

-

 

-

 

-

Borrowings

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(7,930)

IRSA CP

Reimbursement of expenses

 

-

 

-

 

-

 

-

 

-

 

(13,790)

 

-

 

-

Corporate services

 

 

 

 

 

 

 

 

 

 

 

(12,558)

 

 

 

 

Leases and/or rights of use

 

-

 

-

 

-

 

-

 

-

 

(765)

 

-

 

-

Non-Convertible Notes

 

-

 

-

 

-

 

36,252

 

-

 

-

 

-

 

-

Share-based payments

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Long-term incentive program

 

-

 

47,743

 

-

 

-

 

-

 

-

 

-

 

-

Sale of properties

 

2,239,283

 

88,825

 

-

 

-

 

-

 

-

 

-

 

-

Borrowings

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(38,291)

Solares de Santa María S.A.

Reimbursement of expenses

 

-

 

6,686

 

-

 

-

 

-

 

-

 

-

 

-

Borrowings

 

7

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Palermo Invest S.A.

Reimbursement of expenses

 

3,646

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Borrowings

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Ritelco S.A.

Borrowings

 

-

 

-

 

-

 

-

 

-

 

-

 

(72,814)

 

(7,227)

Non-Convertible Notes

 

-

 

-

 

-

 

-

 

-

 

-

 

(38,311)

 

(1,714)

 

 

 

35


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

29.       Related party transactions (Continued)

 

Related party

Description of Transaction

 

Trade and other receivables

non-current

 

Trade and other receivables current

 

Investments in financial assets non-current

 

Investments in financial assets current

 

Trade and other payables

non-current

 

Trade and other payables
current

 

Borrowings

non-current

 

Borrowings current

Subsidiaries

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Inversora Bolivar S.A.

Reimbursement of expenses

 

-

 

-

 

-

 

-

 

-

 

(1)

 

-

 

-

Borrowings

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(8,560)

Hoteles Argentinos S.A.

Hotel services

 

-

 

104

 

-

 

-

 

-

 

(1,821)

 

-

 

-

Tyrus S.A.

Borrowings

 

33

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Reimbursement of expenses

 

-

 

48

 

-

 

-

 

-

 

(1,028)

 

-

 

-

Llao Llao Resorts S.A.

Hotel services

 

-

 

3,451

 

-

 

-

 

-

 

-

 

-

 

-

Guarantee deposits

 

-

 

-

 

-

 

-

 

(16)

 

-

 

-

 

-

Nuevas Fronteras S.A.

Reimbursement of expenses

 

-

 

-

 

-

 

-

 

-

 

(105)

 

-

 

-

Management fees

 

-

 

807

 

-

 

-

 

-

 

-

 

-

 

-

Borrowings

 

-

 

-

 

-

 

-

 

-

 

-

 

(20,576)

 

(4,221)

Total Subsidiaries

 

 

2,242,969

 

147,665

 

-

 

36,252

 

(16)

 

(30,068)

 

(131,701)

 

(67,943)

Subsidiaries CRESUD

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Futuros y Opciones.com S.A.

Reimbursement of expenses

 

-

 

-

 

-

 

-

 

-

 

(29)

 

-

 

-

HELMIR S.A.

Non-Convertible Notes

 

-

 

-

 

-

 

-

 

-

 

-

 

(27,544)

 

(1,254)

Total Subsidiaries CRESUD

 

 

-

 

-

 

-

 

-

 

-

 

(29)

 

(27,544)

 

(1,254)

Subsidiaries IRSA CP

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Arcos del Gourmet S.A.

Long-term incentive program

 

-

 

55

 

-

 

-

 

-

 

-

 

-

 

-

Reimbursement of expenses

 

-

 

2

 

-

 

-

 

-

 

-

 

-

 

-

Emprendimiento Recoleta S.A.

Reimbursement of expenses

 

-

 

5

 

-

 

-

 

-

 

-

 

-

 

-

Long-term incentive program

 

-

 

328

 

-

 

-

 

-

 

-

 

-

 

-

Non-Convertible Notes

 

-

 

-

 

-

 

-

 

-

 

-

 

(14,721)

 

(670)

 

 

 

36


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

29.        Related party transactions (Continued)

 

Related party

Description of Transaction

 

Trade and other receivables

non-current

 

Trade and other receivables current

 

Investments in financial assets non-current

 

Investments in financial assets current

 

Trade and other payables

non-current

 

Trade and other payables
current

 

Borrowings
non-current

 

Borrowings current

Subsidiaries IRSA CP

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fibesa S.A.

Reimbursement of expenses

 

-

 

4

 

-

 

-

 

-

 

-

 

-

 

-

Long-term incentive program

 

-

 

10,934

 

-

 

-

 

-

 

-

 

-

 

-

Panamerican Mall S.A.

Reimbursement of expenses

 

-

 

589

 

-

 

-

 

-

 

-

 

-

 

-

Long-term incentive program

 

-

 

1,089

 

-

 

-

 

-

 

-

 

-

 

-

Non-Convertible Notes

 

-

 

-

 

-

 

-

 

-

 

-

 

(56,944)

 

(2,593)

Shopping Neuquén S.A.

Reimbursement of expenses

 

-

 

-

 

-

 

-

 

-

 

(5)

 

-

 

-

Total Subsidiaries IRSA CP

 

 

-

 

13,006

 

-

 

-

 

-

 

(5)

 

(71,665)

 

(3,263)

Subsidiaries TYRUS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Irsa International LLC

Reimbursement of expenses

 

-

 

468

 

-

 

-

 

-

 

-

 

-

 

-

Reig I

Reimbursement of expenses

 

-

 

6

 

-

 

-

 

-

 

-

 

-

 

-

Zetol S.A.

Reimbursement of expenses

 

-

 

2

 

-

 

-

 

-

 

-

 

-

 

-

Vista al Muelle S.A

Reimbursement of expenses

 

-

 

7

 

-

 

-

 

-

 

-

 

-

 

-

Real Estate Investment Group LP

Reimbursement of expenses

 

-

 

21

 

-

 

-

 

-

 

-

 

-

 

-

Real Estate Strategies LP

Reimbursement of expenses

 

-

 

2,383

 

-

 

-

 

-

 

-

 

-

 

-

New Lipstick LLC

Reimbursement of expenses

 

-

 

2,189

 

-

 

-

 

-

 

-

 

-

 

-

Imadison LLC

Reimbursement of expenses

 

-

 

1,534

 

-

 

-

 

-

 

-

 

-

 

-

Total Subsidiaries TYRUS

 

 

-

 

6,610

 

-

 

-

 

-

 

-

 

-

 

-

Associates

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Banco de Crédito y Securitización S.A.

Convertible Notes

 

-

 

-

 

100,000

 

452

 

-

 

-

 

-

 

-

Leases and/or rights of use

 

-

 

42

 

-

 

-

 

-

 

-

 

-

 

-

Banco Hipotecario S.A.

Reimbursement of expenses

 

-

 

-

 

 

 

 

 

-

 

(23)

 

 

 

-

Total Associates

 

 

-

 

42

 

100,000

 

452

 

-

 

(23)

 

-

 

-

Associates IRSA CP

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tarshop S.A.

Leases

 

-

 

-

 

-

 

-

 

-

 

(36)

 

-

 

-

Total associates IRSA CP

 

 

-

 

-

 

-

 

-

 

-

 

(36)

 

-

 

-

 

 

 

37


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

29.          Related party transactions (Continued)

 

Related party

Description of Transaction

 

Trade and other receivables

non-current

 

Trade and other receivables current

 

Investments in

financial assets

non-current

 

Investments in

financial assets

current

 

Trade and other payables

non-current

 

Trade and other payables
current

 

Borrowings
non-current

 

Borrowings current

Joint Ventures

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cyrsa S.A.

Reimbursement of expenses

 

-

 

11

 

-

 

-

 

-

 

-

 

-

 

-

Credit due to capital reduction

 

-

 

8,847

 

-

 

-

 

-

 

-

 

-

 

-

Borrowings

 

-

 

-

 

-

 

-

 

-

 

-

 

(14,438)

 

-

Baicom Networks S.A.

Reimbursement of expenses

 

-

 

922

 

-

 

-

 

-

 

-

 

-

 

-

Borrowings

 

-

 

222

 

-

 

-

 

-

 

-

 

-

 

-

Puerto Retiro S.A.

Reimbursement of expenses

 

-

 

257

 

-

 

-

 

-

 

-

 

-

 

-

Total Joint Ventures

 

 

-

 

10,259

 

-

 

-

 

-

 

-

 

(14,438)

 

-

Joint Ventures IRSA CP

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Quality Invest S.A.

Reimbursement of expenses

 

-

 

204

 

-

 

-

 

-

 

-

 

-

 

-

Advanced payments

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Nuevo Puerto Santa Fe

Reimbursement of expenses

 

-

 

-

 

-

 

-

 

-

 

(5)

 

-

 

-

Long-term incentive program

 

-

 

467

 

-

 

-

 

-

 

-

 

-

 

-

Total Joint Ventures IRSA CP

 

 

-

 

671

 

-

 

-

 

-

 

(5)

 

-

 

-

Other related parties

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consultores Asset Management S.A.

Reimbursement of expenses

 

-

 

3,123

 

-

 

-

 

-

 

-

 

-

 

-

Austral Gold S.A.

Reimbursement of expenses

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Estudio Zang, Bergel & Viñes

Advances

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Legal services

 

-

 

-

 

-

 

-

 

-

 

(280)

 

-

 

-

Fundación IRSA

Reimbursement of expenses

 

-

 

63

 

-

 

-

 

-

 

-

 

-

 

-

Total Other related parties

 

 

-

 

3,186

 

-

 

-

 

-

 

(280)

 

-

 

-

Directors and Senior Management

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Directors

Fees

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Advances

 

-

 

317

 

-

 

-

 

-

 

-

 

-

 

-

Guarantee deposits

 

-

 

-

 

-

 

-

 

(8)

 

-

 

-

 

-

Total Directors and Senior Management

 

 

-

 

317

 

-

 

-

 

(8)

 

-

 

-

 

-

Total

 

 

2,242,969

 

183,132

 

100,000

 

36,704

 

(24)

 

(60,178)

 

(261,852)

 

(73,203)

 

 

 

38


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

29.        Related party transactions (Continued)

 

The following is a summary of the transactions with related parties for the three-month period ended September 30, 2015:

 

Related party

 

Commissions

 

Leases and/or rights of use

 

Management fees

 

Corporate services

 

Legal services

 

Financial operations

 

 

Parent Company

 

 

 

 

 

 

 

 

 

 

 

 

Cresud S.A.C.I.F. y A.

 

-

 

265

 

-

 

(7,142)

 

-

 

(960)

Total Parent Company

 

-

 

265

 

-

 

(7,142)

 

-

 

(960)

Subsidiaries

 

 

 

 

 

 

 

 

 

 

 

 

IRSA CP

 

(15)

 

(791)

 

-

 

(5,093)

 

-

 

130,617

E-Commerce Latina S.A.

 

-

 

-

 

2

 

-

 

-

 

(321)

Inversora Bolivar S.A.

 

-

 

-

 

-

 

-

 

-

 

(362)

Baicom S.A.

 

-

 

-

 

-

 

-

 

-

 

(18)

Llao Llao Resorts S.A.

 

-

 

54

 

-

 

-

 

-

 

-

Ritelco S.A.

 

-

 

-

 

-

 

-

 

-

 

(5,303)

Hoteles Argentinos S.A.

 

-

 

-

 

-

 

-

 

-

 

(67)

Nuevas Fronteras S.A.

 

-

 

-

 

348

 

-

 

-

 

(1,088)

Efanur S.A.

 

-

 

-

 

-

 

-

 

-

 

-

Solares de Santa María S.A.

 

-

 

-

 

-

 

-

 

-

 

-

Tyrus S.A.

 

-

 

-

 

-

 

-

 

-

 

8

Palermo Invest S.A.

 

-

 

-

 

-

 

-

 

-

 

172

Total Subsidiaries

 

(15)

 

(737)

 

350

 

(5,093)

 

-

 

123,638

Subsidiaries IRSA CP

 

 

 

 

 

 

 

 

 

 

 

 

Fibesa S.A.

 

-

 

-

 

-

 

-

 

-

 

-

Panamerican Mall S.A.

 

-

 

-

 

-

 

-

 

-

 

-

Emprendimiento Recoleta S.A.

 

-

 

-

 

-

 

-

 

-

 

(388)

Total Subsidiaries IRSA CP

 

-

 

-

 

-

 

-

 

-

 

(388)

 

 

 

39


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

29.       Related party transactions (Continued)

 

Related party

 

Commissions

 

Leases and/or rights of use

 

Management fees

 

Corporate Services

 

Legal services

 

Financial operations

 

 

Subsidiaries Tyrus

 

 

 

 

 

 

 

 

 

 

 

 

REIG I

 

-

 

-

 

-

 

-

 

-

 

-

Total Subsidiaries Tyrus

 

-

 

-

 

-

 

-

 

-

 

-

Associates

 

 

 

 

 

 

 

 

 

 

 

 

Banco de Crédito y Securitización S.A.

 

-

 

-

 

-

 

-

 

-

 

5,219

Banco Hipotecario S.A.

 

-

 

-

 

-

 

-

 

-

 

-

Total Associates

 

-

 

-

 

-

 

-

 

-

 

5,219

Associates IRSA CP

 

 

 

 

 

 

 

 

 

 

 

 

Tarshop S.A.

 

-

 

-

 

-

 

-

 

-

 

-

Total Associates IRSA CP

 

-

 

-

 

-

 

-

 

-

 

-

Joint Ventures

 

 

 

 

 

 

 

 

 

 

 

 

Baicom S.A.

 

-

 

-

 

-

 

-

 

-

 

-

Cyrsa S.A.

 

-

 

-

 

-

 

-

 

-

 

(693)

Total Joint Ventures

 

-

 

-

 

-

 

-

 

-

 

(693)

Other related parties

 

 

 

 

 

 

 

 

 

 

 

 

Estudio Zang, Bergel & Viñes

 

-

 

-

 

-

 

-

 

(380)

 

-

Consultores Asset Management S.A.

 

-

 

127

 

-

 

-

 

-

 

-

Fundación IRSA

 

-

 

-

 

-

 

-

 

-

 

-

Isaac Elsztain e Hijos S.C.A.

 

-

 

(88)

 

-

 

-

 

-

 

-

Hamonet S.A.

 

-

 

(46)

 

-

 

-

 

-

 

-

Total Other related parties

 

-

 

(7)

 

-

 

-

 

(380)

 

-

Directors and Senior Management

 

 

 

 

 

 

 

 

 

 

 

 

Senior Management

 

-

 

-

 

(599)

 

-

 

-

 

-

Directors

 

-

 

-

 

(5,207)

 

-

 

-

 

-

Total Directors and Senior Management

 

-

 

-

 

(5,806)

 

-

 

-

 

-

Total

 

(15)

 

(479)

 

(5,456)

 

(12,235)

 

(380)

 

126,816

 

 

 

40


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

29.     Related party transactions (Continued)

          

           The following is a summary of the transactions with related parties for the three-month period ended September 30, 2014:

 

Related party

 

Commissions

 

Leases and/or rights of use

 

Management fees

 

Corporate services

 

Legal services

 

Financial operations

 

Fees and salaries

Parent Company

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cresud S.A.C.I.F. y A

 

-

 

616

 

-

 

(7,609)

 

-

 

(2,305)

 

-

Total Parent Company

 

-

 

616

 

-

 

(7,609)

 

-

 

(2,305)

 

-

Subsidiaries

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Alto Palermo S.A.

 

-

 

1,051

 

-

 

-

 

-

 

(6,405)

 

-

E-Commerce Latina S.A.

 

-

 

-

 

2

 

-

 

-

 

(351)

 

-

Inversora Bolivar S.A.

 

-

 

-

 

-

 

-

 

-

 

(409)

 

-

Llao Llao Resorts S.A.

 

-

 

49

 

-

 

-

 

-

 

-

 

-

Ritelco S.A.

 

-

 

-

 

-

 

-

 

-

 

(2,932)

 

-

Hoteles Argentinos S.A.

 

-

 

-

 

-

 

-

 

-

 

(60)

 

-

Nuevas Fronteras S.A.

 

-

 

-

 

313

 

-

 

-

 

(1,367)

 

-

Efanur S.A.

 

-

 

-

 

-

 

-

 

-

 

3,270

 

-

Tyrus S.A.

 

-

 

-

 

-

 

-

 

-

 

14,548

 

-

Palermo Invest S.A.

 

-

 

-

 

-

 

-

 

-

 

(329)

 

-

Total Subsidiaries

 

-

 

1,100

 

315

 

-

 

-

 

5,965

 

-

Subsidiaries IRSA CP

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fibesa S.A.

 

-

 

392

 

-

 

-

 

-

 

-

 

-

Panamerican Mall S.A.

 

-

 

-

 

-

 

-

 

-

 

(1,335)

 

-

Emprendimiento Recoleta S.A.

 

-

 

-

 

-

 

-

 

-

 

(345)

 

-

Total Subsidiaries IRSA CP

 

-

 

392

 

-

 

-

 

-

 

(1,680)

 

-

 

 

 

41


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

29.     Related party transactions (Continued)

 

Related party

 

Commissions

 

Leases and/or rights of use

 

Management fees

 

Corporate services

 

Legal services

 

Financial operations

 

Fees and salaries

Associates

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Banco de Crédito y Securitización S.A.

 

-

 

915

 

-

 

-

 

-

 

-

 

-

Banco Hipotecario S.A.

 

-

 

336

 

-

 

-

 

-

 

-

 

-

Total Associates

 

-

 

1,251

 

-

 

-

 

-

 

-

 

-

Associates IRSA CP

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tarshop S.A.

 

-

 

1,582

 

-

 

-

 

-

 

-

 

-

Total Associates IRSA CP

 

-

 

1,582

 

-

 

-

 

-

 

-

 

-

Joint Ventures

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cyrsa S.A.

 

-

 

-

 

-

 

-

 

-

 

(5,606)

 

-

Total Joint Ventures

 

-

 

-

 

-

 

-

 

-

 

(5,606)

 

-

Estudio Zang, Bergel & Viñes

 

-

 

-

 

-

 

-

 

(270)

 

-

 

-

Consultores Asset Management S.A.

 

-

 

-

 

79

 

-

 

-

 

-

 

-

Isaac Elsztain e Hijos S.C.A.

 

-

 

(79)

 

-

 

-

 

-

 

-

 

-

Hamonet S.A.

 

-

 

(41)

 

-

 

-

 

-

 

-

 

-

Total Other related parties

 

-

 

(120)

 

79

 

-

 

(270)

 

-

 

-

Directors and Senior Management

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Senior Management

 

-

 

-

 

-

 

-

 

-

 

-

 

(908)

Directors

 

-

 

-

 

-

 

-

 

-

 

-

 

(3,538)

Total Directors and Senior Management

 

-

 

-

 

-

 

-

 

-

 

-

 

(4,446)

Total

 

-

 

4,821

 

394

 

(7,609)

 

(270)

 

(3,626)

 

(4,446)

 

 

42


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

30.        Special reserve

 

Pursuant to CNV General Ruling N° 609/12, the Company set up a special reserve reflecting the positive difference between the balance at the beginning of retained earnings disclosed in the first financial statements prepared according to IFRS and the balance at closing of retained earnings disclosed in the last financial statements prepared in accordance with previously effective accounting standards. This reserve may not be used to make distributions in kind or in cash, and may only be reversed to be capitalized, or otherwise to absorb potential negative balances in Retained Earnings.

 

31.       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 Separate Financial Statements that disclosure the information required by the Resolution in Exhibits.

 

Exhibit A - Property, plant and equipment

Note 6 Investment properties and Note 7 Property, plant and equipment

Exhibit B - Intangible assets

Note 9 Intangible assets

Exhibit C - Equity investments

Note 32 Equity investments

Exhibit D - Other investments

Note 11 Financial instruments by category

Exhibit E - Provisions

Note 12 Trading and other receivables and Note 18 Provisions

Exhibit F - Cost of sales and services provided

Note 8 Trading properties and Note 24 Expenses by nature

Exhibit G - Foreign currency assets and liabilities

Note 33 Foreign currency assets and liabilities

 

 

 

43


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

32.       Equity investments

 

Issuer and type of securities

Class / Items

Amount

Value recorded as of 09.30.15

Value recorded as of 06.30.15

Market value as of 09.30.15

Issuer's information

Interest in common stock

Main activity

Registered office

Last financial statements issued

Date

Common stock (nominal value)

Profit (loss) for the period

Shareholders’ Equity

IRSA Propiedades Comerciales S.A.

Common shares 1 vote

120,500,167

1,343,780

1,596,363

120.00

Real estate

Argentina

09.30.15

126,014

103,003

1,061,315

95.71%

Intergroup transactions

 

(2,072,489)

(2,586,969)

Higher value

 

400,753

407,531

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Banco Hipotecario S.A. (1)

Common shares 1 vote

75,000,000

236,827

225,383

4.20

Financial

Argentina

09.30.15

1,500,000

563,098

4,918,188

5.13%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Banco de Crédito & Securitización S.A. (1)

Common shares 1 vote

3,984,375

16,744

15,814

Not publicly traded

Financial

Argentina

09.30.15

62,500

28,922

268,815

6.38%

 

 

 

 

 

 

 

 

 

 

 

 

 

Cyrsa S.A.

Common shares 1 vote

8,748,270

18,611

17,532

Not publicly traded

Real estate

Argentina

09.30.15

17,497

2,159

37,223

50.00%

 

 

 

 

 

 

 

 

 

 

 

 

 

E-Commerce Latina S.A.

Common shares 1 vote

83,913,950

250,778

260,375

Not publicly traded

Investment

Argentina

09.30.15

79,621

12,173

259,235

96.74%

Higher value

 

(1,512)

(1,512)

 

 

 

44


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

32.       Equity investments (Continued)

 

Issuer and type of securities

Class / Items

Amount

Value recorded as of 09.30.15

Value recorded as of 06.30.15

Market value as of 09.30.15

Issuer's information

Interest in common stock

Main activity

Registered office

Last financial statements issued

Date

Common stock (nominal value)

Profit (loss) for the period

Shareholders’ Equity

Efanur S.A.

Common shares 1 vote

213,743,711

179,493

236,519

Not publicly traded

Investment

Uruguay

09.30.15

130,092

(58,367)

179,769

100.00%

Irrevocable contributions

 

276

-

 

 

 

 

 

 

 

 

 

 

 

 

 

Hoteles Argentinos S.A.

Common shares 1 vote

15,366,840

(300)

926

Not publicly traded

Hotel

Argentina

09.30.15

19,209

(1,532)

(375)

80.00%

Higher value

 

617

651

 

 

 

 

 

 

 

 

 

 

 

 

 

Inversora Bolivar S.A.

Common shares 1 vote

78,909,867

294,543

283,731

Not publicly traded

Investment

Argentina

09.30.15

84,449

11,366

309,619

95.13%

Higher value

 

6,428

6,428

 

 

 

 

 

 

 

 

 

 

 

 

 

Llao Llao Resort S.A.

Common shares 1 vote

73,580,206

20,585

23,521

Not publicly traded

Hotel

Argentina

09.30.15

147,160

(5,872)

41,170

50.00%

Higher value

 

85

88

 

 

 

 

Manibil S.A.

Common shares 1 vote

47,747,880

59,670

46,545

Not publicly traded

Real estate

Argentina

09.30.15

97,445

6,377

121,776

49.00%

Goodwill

 

10

10

 

 

 

 

 

 

 

 

 

 

 

 

 

Nuevas Fronteras S.A.

Common shares 1 vote

38,068,999

33,529

35,573

Not publicly traded

Hotel

Argentina

09.30.15

49,869

(2,678)

43,921

76.34%

Lower value

 

(14,877)

(15,122)

 

 

 

45


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

32.       Equity investments (Continued)

 

Issuer and type of securities

Class / Items

Amount

Value recorded as of 09.30.15

Value recorded as of 06.30.15

Market value as of 09.30.15

Issuer's information

Interest in common stock

Main activity

Registered office

Last financial statements issued

Date

Common stock (nominal value)

Profit (loss) for the period

Shareholders’ Equity

Palermo Invest S.A.

Common shares 1 vote

153,283,989

249,592

238,293

Not publicly traded

Investment

Argentina

09.30.15

158,025

11,649

257,311

97.00%

Higher value

 

318

318

Intergroup transactions

 

(29,987)

(29,987)

 

 

 

 

 

 

 

 

 

 

 

 

 

Ritelco S.A.

Common shares 1 vote

181,016,717

335,942

321,598

Not publicly traded

Investment

Uruguay

09.30.15

66,970

17,804

366,753

100.00%

Irrevocable contributions

 

27,399

27,399

Higher value

 

859

263

Intergroup transactions

 

(190)

(190)

 

 

 

 

 

 

 

 

 

 

 

 

 

Solares de Santa María S.A.

Common shares 1 vote

-

-

284,095

Not publicly traded

Real estate

Argentina

09.30.15

-

-

-

90.57%

Intergroup transactions

 

-

(166,521)

Irrevocable contributions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tyrus S.A.

Common shares 1 vote

4,000,000,000

158,953

591,097

Not publicly traded

Investment

Uruguay

09.30.15

877,097

(458,976)

1,079,906

100.00%

Irrevocable contributions

 

913,820

885,997

 

 

 

46


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

32.       Equity investments (Continued)

 

Issuer and type of securities

Class / Items

Amount

Value recorded as of 09.30.15

Value recorded as of 06.30.15

Market value as of 09.30.15

Issuer's information

Interest in common stock

Main activity

Registered office

Last financial statements issued

Date

Common stock (nominal value)

Profit (loss) for the period

Shareholders’ Equity

Unicity S.A. (2)

Common shares 1 vote

-

-

26,431

Not publicly traded

Investment

Argentina

09.30.15

-

-

-

-

Total investments in subsidiaries, associates and joint ventures as of 09.30.15

 

 

2,430,257

-

 

 

 

 

 

 

 

 

Total investments in subsidiaries, associates and joint ventures as of 06.30.15

 

 

-

2,732,180

 

 

 

 

 

 

 

 

 

(1)      The amounts correspond to the financial statements of Banco Hipotecario S.A. and Banco de Crédito & Securitización S.A. prepared in accordance with the Central Bank of the Argentine Republic (“BCRA”) standards. For the purpose of the valuation of the investment in the Company, adjustments necessary to adequate the financial statements to the professional accounting standards have been considered.

(2)      See Note 3.

 

 

 

 

47


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

33.       Foreign currency assets and liabilities

 

Book amounts of foreign currency assets and liabilities are as follows:

 

Items

Amount of foreign currency (1)

Prevailing exchange rate (2)

Total as of

09.30.15

Amount of foreign currency (1)

 

Prevailing exchange rate (2)

Total as of

06.30.15

Assets

 

 

 

 

 

 

Trade and other receivables

 

 

 

 

 

 

US Dollar

6,394

9.322

59,609

2,395

8.988

21,526

Euros

-

10.404

3

-

10.005

-

Receivables with related parties:

 

 

 

 

 

 

US Dollar

249,181

9.422

2,347,779

257,298

9.088

2,338,322

Total trade and other receivables

 

 

2,407,391

 

 

2,359,848

Investments in financial assets

 

 

 

 

 

 

US Dollar

19,343

9.322

180,320

6,652

8.988

59,786

Total investments in financial assets

 

 

180,320

 

 

59,786

Cash and cash equivalents

 

 

 

 

 

 

US Dollar

5,086

9.322

47,413

283

8.988

2,545

Euros

76

10.404

787

76

10.005

757

Swiss Francs

-

9.549

1

-

9.608

1

Pounds

1

14.1001

11

1

14.134

11

Total cash and cash equivalents

 

 

48,212

 

 

3,314

Total assets as of 09.30.15

 

 

2,635,923

 

 

 

Total assets as of 06.30.15

 

 

 

 

 

2,422,948

Liabilities

 

 

 

 

 

 

Trade and other payables

 

 

 

 

 

 

US Dollar

1,004

9.422

9,457

967

9.088

8,789

Payables with related parties:

 

 

 

 

 

 

US Dollar

393

9.422

3,699

777

9.088

7,060

Total trade and other payables

 

 

13,156

 

 

15,849

Borrowings

 

 

 

 

 

 

US Dollar

288,245

9.422

2,715,842

294,214

9.088

2,673,817

Borrowings with related parties:

 

 

 

 

 

 

US Dollar

42,996

9.422

405,106

28,770

9.088

261,462

Total borrowings

 

 

3,120,948

 

 

2,935,279

Total liabilities as of 09.30.15

 

 

3,134,104

 

 

 

Total liabilities as of 06.30.15

 

 

 

 

 

2,951,128

 

(1)      Considering foreign currencies those that differ from Company’s functional currency at each period / year-end.

(2)      Exchange rate as of September 30, 2015 and June 30, 2015 according to Banco Nación Argentina records.

 

 

 

48


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)

(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)

Free translation from the original prepared in Spanish for publication in Argentina

 

 

34.       Subsequent Events

 

Ordinary and Extraordinary Shareholders’ meeting as of October 30, 2015

 

·       On October 30, 2015, the Company’s Annual Shareholders’ Meeting related to the fiscal year ended June 30, 2015, appointed the new members of the Supervising Commission and the Board of Directors; approved the Board of Directors’ compensation; decided not to compensate the members of the Supervising Commission; it approved the amount to be paid on account of the tax on personal assets of shareholders; entrusted the Board of Directors with the implementation of a new Service Sharing Agreement; approved the Board of Director’s power regarding the Global Corporate Note Issuance Program consisting of common corporate notes not convertible into shares, with or without collateral or collateralized by third parties, and for a maximum outstanding amount of up to US$ 300 million. It was decided to adjourn the meeting to November 26, 2015, for the consideration of the following matters: (i) allocation of the income for the year, (ii) special financial statements of merger / merger–spin-off.

 

See other subsequent events in Note 40 to Unaudited Condensed Interim Consolidated Financial Statements.

 

 

 

 

49


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Information required by Section 68 of the Buenos Aires Stock Exchange Regulations

and Section 12, Chapter III, Title IV of Resolution 622/13

Statement of Financial Position as of September 30, 2015

Stated in thousands of pesos

Free translation from the original prepared in Spanish for publication in Argentina

 

 

1.         Specific and significant systems that imply contingent lapsing or rebirth of benefits envisaged by such provisions.

 

None.

 

2.       Significant changes in the Company’s activities or other similar circumstances that occurred during the fiscal years included in the financial statements, which affect their comparison with financial statements filed in previous fiscal years, or that could affect those to be filed in future fiscal years.

 

See Note 2.1.

 

3.       Receivables and liabilities by maturity date.

 

Items

Falling due

(Point 3.a.)

Without term (Point 3.b)

Without term (Point 3.b)

To be due (Point 3.c.)

Total

09.30.15

Current

Non-current

Up to 3 months

From 3 to 6

months

From 6 to 9

months

From 9 to 12

months

From 1 to 2

years

From 2 to 3

years

From 3 to 4

years

From 4 years

on

Account receivable

Trade and other receivables

110,333

3,244

556

10,249

43,319

5,330

5,401

1,172,935

5,456

9,122

1,166,534

2,532,479

 

Total

110,333

3,244

556

10,249

43,319

5,330

5,401

1,172,935

5,456

9,122

1,166,534

2,532,479

Liabilities

Trade and other payables

66,097

-

8

70,662

433

339

567

4,989

342

306

1,365

145,108

 

Borrowings

-

-

-

725,851

51,011

179,655

540

1,440,146

25,986

8,075

1,479,519

3,910,783

 

Salaries and social security liabilities

-

666

-

350

-

-

121

-

-

-

-

1,137

 

Provisions

-

24,810

2,740

-

-

-

-

-

-

-

-

27,550

 

Total

66,097

25,476

2,748

796,863

51,444

179,994

1,228

1,445,135

26,328

8,381

1,480,884

4,084,578

 

50


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Information required by Section 68 of the Buenos Aires Stock Exchange Regulations

and Section 12, Chapter III, Title IV of Resolution 622/13

Statement of Financial Position as of September 30, 2015

Stated in thousands of pesos

Free translation from the original prepared in Spanish for publication in Argentina

 

 

4.a.     Breakdown of accounts receivable and liabilities by currency and maturity.

 

Items

Current

Non-current

Totals

Local currency

Foreign currency

Total

Local currency

Foreign currency

Total

Local currency

Foreign currency

Total

Account receivables

Trade and other receivables

118,251

59,625

177,876

6,837

2,347,766

2,354,603

125,088

2,407,391

2,532,479

 

Total

118,251

59,625

177,876

6,837

2,347,766

2,354,603

125,088

2,407,391

2,532,479

Liabilities

Trade and other payables

125,298

12,800

138,098

6,654

356

7,010

131,952

13,156

145,108

 

Borrowings

723,453

233,604

957,057

66,382

2,887,344

2,953,726

789,835

3,120,948

3,910,783

 

Salaries and social security liabilities

1,137

-

1,137

-

-

-

1,137

-

1,137

 

Provisions

24,810

-

24,810

2,740

-

2,740

27,550

-

27,550

 

Total

874,698

246,404

1,121,102

75,776

2,887,700

2,963,476

950,474

3,134,104

4,084,578

 

 

4.b.    Breakdown of accounts receivable and liabilities by adjustment clause.

 

As of September 30, 2015 there are not receivable and liabilities subject to adjustment clause.

 

51


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Information required by Section 68 of the Buenos Aires Stock Exchange Regulations

and Section 12, Chapter III, Title IV of Resolution 622/13

Statement of Financial Position as of September 30, 2015

Stated in thousands of pesos

Free translation from the original prepared in Spanish for publication in Argentina

 

 

4.c.     Breakdown of accounts receivable and liabilities by interest clause.

 

Items

Current

Non-current

Accruing interest

Non-

accruing interest

 

Total

Accruing interest

Non-accruing interest

Total

Accruing interest

Non-accruing interest

Total

Fixed rate

Floating rate

Fixed rate

Floating rate

Fixed rate

Floating rate

Accounts receivables

Trade and other receivables

53,162

-

124,714

177,876

2,343,478

3,331

7,794

2,354,603

2,396,640

3,331

132,508

2,532,479

 

Total

53,162

-

124,714

177,876

2,343,478

3,331

7,794

2,354,603

2,396,640

3,331

132,508

2,532,479

Liabilities

Trade and other payables

-

-

138,098

138,098

3,147

-

3,863

7,010

3,147

-

141,961

145,108

 

Borrowings

182,021

616,441

158,595

957,057

2,817,809

135,914

3

2,953,726

2,999,830

752,355

158,598

3,910,783

 

Salaries and social security liabilities

-

-

1,137

1,137

-

-

-

-

-

-

1,137

1,137

 

Provisions

-

-

24,810

24,810

-

-

2,740

2,740

-

-

27,550

27,550

 

Total

182,021

616,441

322,640

1,121,102

2,820,956

135,914

6,606

2,963,476

3,002,977

752,355

329,246

4,084,578

 

52


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Information required by Section 68 of the Buenos Aires Stock Exchange Regulations

and Section 12, Chapter III, Title IV of Resolution 622/13

Statement of Financial Position as of September 30, 2015

Stated in thousands of pesos

Free translation from the original prepared in Spanish for publication in Argentina

 

5.            Related parties.

 

a.   Interest in related parties.

 

 

 

Name of the entity

% of ownership interest held by the Group

Direct Controlling interest of IRSA:

 

IRSA Propiedades Comerciales S.A.

95.90%

E-Commerce Latina S.A. (1)

100.00%

Efanur S.A.

100.00%

Hoteles Argentinos S.A.

80.00%

Inversora Bolívar S.A.

100.00%

Llao Llao Resorts S.A.

50.00%

Nuevas Fronteras S.A.

76.34%

Palermo Invest S.A.

100.00%

Ritelco S.A

100.00%

Tyrus S.A.

100.00%

See investments in equity securities (Note 32).

(i)   See Note 3.

 

b.   Related parties debit/credit balances. See Note 29 to the Unaudited Condensed Interim Separate Financial Statements.

 

6.            Loans to directors.

 

See Note 29 to the Unaudited Condensed Interim Separate Financial Statements.

 

7.            Inventories.

 

In view of the nature of the inventories, no physical inventories are performed and there are no slow turnover assets.

 

8.            Current values.

 

See Note 2 to the Consolidated Financial Statements as of September 30, 2015.

 

9.            Appraisal revaluation of property, plant and equipment.

 

None.

53


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Information required by Section 68 of the Buenos Aires Stock Exchange Regulations

and Section 12, Chapter III, Title IV of Resolution 622/13

Statement of Financial Position as of September 30, 2015

Stated in thousands of pesos

Free translation from the original prepared in Spanish for publication in Argentina

 

10.          Obsolete unused property, plant and equipment.

 

None.

 

11.          Equity interest in other companies in excess of that permitted by section 31 of law N° 19,550.

 

None.

 

12.          Recovery values.

 

See Note 2 to the Consolidated Financial Statements as of September 30, 2015.

 

13.          Insurances.

 

Insured Assets.

 

Real Estate

Insured amounts (1)

Accounting values

Risk covered

BOUCHARD 551

1,566

7,585

All operational risk with additional coverage and minor risks

MAIPU 1300

7,125

9,914

All operational risk with additional coverage and minor risks

LIBERTADOR 498

3,423

3,972

All operational risk with additional coverage and minor risks

DIQUE IV

23,081

51,043

All operational risk with additional coverage and minor risks

RIVADAVIA 2768

369

263

All operational risk with additional coverage and minor risks

MADERO 1020

216

108

All operational risk with additional coverage and minor risks

CONSTITUCIÓN 1111

191

673

All operational risk with additional coverage and minor risks

CASONA ABRIL

4,000

2,357

All operational risk with additional coverage and minor risks

CATALINA NORTE PLOT OF LAND

2,000

109,496

All operational risk with additional coverage and minor risks

SUBTOTAL

41,971

185,411

 

SINGLE POLICY

15,000

-

Third party liability

 

(1)  The insured amounts are in thousands of U.S. dollars.

 

In our opinion, the above-described insurance policies cover current risks adequately.

54


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

 

Information required by Section 68 of the Buenos Aires Stock Exchange Regulations

and Section 12, Chapter III, Title IV of Resolution 622/13

Statement of Financial Position as of September 30, 2015

Stated in thousands of pesos

Free translation from the original prepared in Spanish for publication in Argentina

 

 

14.          Allowances and provisions that, taken individually or as a whole, exceed 2% of the shareholder’s equity.

 

None.

 

15.          Contingent situations at the date of the financial statements which probabilities are not remote and the effects on the Company’s financial position have not been recognized.

 

Not applicable.

 

16.       Status of the proceedings leading to the capitalization of irrevocable contributions towards future subscriptions.

 

Not applicable.

 

17.       Unpaid accumulated dividends on preferred shares.

 

None.

 

18.       Restrictions on distributions of profits.

 

According to the Argentine laws, 5% of the profit of the year is separated to constitute legal reserves until they reach legal capped amounts (20% of total capital). These legal reserves are not available for dividend distribution.

 

In addition, according to CNV General Resolution N° 609/12, a special reserve was constituted which could not be released to make distributions in cash or in kind. See Note 26 to the Unaudited Condensed Interim Consolidated Financial Statements.

 

IRSA NCN due 2017 and IRSA NCN due 2020 both contain certain customary covenants and restrictions, including amount others, limitations for the incurrence of additional indebtedness, restricted payments, disposal of assets, and entering into certain transactions with related companies. Restricted Payments include restrictions on the payment of dividends.

 

 

Autonomous City of Buenos Aires November 11, 2015.

55


 
 

 

 

Free translation from the original prepared in Spanish for publication in Argentina

 

 

REVIEW REPORT ON THE UNAUDITED CONDENSED

INTERIM SEPARATE FINANCIAL STATEMENTS

 

To the Shareholders, President and Directors of

IRSA Inversiones y Representaciones Sociedad Anónima

Legal address: Bolivar 108 – 1° floor

Autonomous City Buenos Aires

Tax Code No. 30-52532274-9

 

Introduction

 

 

We have reviewed the unaudited condensed interim separate financial statements attached of IRSA Inversiones y Representaciones Sociedad Anónima (hereinafter “the Company”) which included the unaudited condensed interim separate statements of financial position as of September 30, 2015, and the unaudited condensed interim separate statements of income and comprehensive income for the three-month period ended September 30, 2015 and the unaudited condensed interim separate statements of changes in shareholders’ equity and the unaudited condensed interim separate statements of cash flows for the three-month period ended September 30, 2015 and selected explanatory notes.

 

The balances and other information corresponding to the fiscal year ended June 30, 2015 and the interim periods within that fiscal period are an integral part of these financial statements and, therefore, they should be considered in relation to these financial statements.

 

Management responsibility

 

 

The Board of Directors of the Company is responsible for the preparation and presentation of these unaudited condensed interim separate financial statements in accordance with professional accounting standards of Technical Resolution No. 26 of the Argentine Federation of Professional Councils in Economic Sciences (FACPCE) added by the National Securities Commission (CNV) to its regulations. Those standards differ from the International Financial Reporting Standards (IFRS) and, especially, from the International Accounting Standard No 34 "Interim Financial Reporting" (IAS 34) approved by the International Accounting Standard Board (IASB) and used for the preparation of the unaudited condensed interim consolidated financial statements of IRSA Inversiones y Representaciones Sociedad Anónima with its subsidiaries as to the aspects mentioned in note 2.1 to the unaudited condensed interim separate financial statements attached. Our responsibility is to express a conclusion based on the review that we have performed with the scope detailed in paragraph “Scope of our review”.

 

 

 

 

 


 
 

Free translation from the original prepared in Spanish for publication in Argentina

 

 

Scope of our review

 

Our review was limited to the application of the procedures established in the International Standard on Review Engagements ISRE 2410 "Review of interim financial information performed by the independent auditor of the entity", which was adopted as a review standard in Argentina through Technical Resolution No. 33 of the FACPCE as approved by the International Auditing and Assurance Standards Board (IAASB). A review of interim financial information consists of making inquiries of persons responsible for the preparation of the information included in the unaudited condensed interim separate financial statements, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion on the separate statement of financial position, the separate statement of income, the separate statement of comprehensive income and separate statement of cash flow of the Company.

 

Conclusion

 

Nothing came to our attention as a result of our review that caused us to believe that these unaudited condensed interim separate financial statements mentioned in the first paragraph of this report have not been prepared in all material respects in accordance with the regulations of Technical Resolution No. 26 of the Argentine Federation of Professional Councils in Economic Sciences for separate financial statements of a parent company.

 

Report on compliance with current regulations

 

In accordance with current regulations, we report about IRSA Inversiones y Representaciones Sociedad Anónima that:

 

a)           the unaudited condensed interim separate financial statements of IRSA Inversiones y Representaciones Sociedad Anónima are recorded in the "Inventory and Balance Sheet Book", and comply, as regards those matters that are within our competence, with the provisions set forth in the Commercial Companies Law and in the corresponding resolutions of the National Securities Commission;

 

b)          the unaudited condensed interim separate financial statements of IRSA Inversiones y Representaciones Sociedad Anónima arise from accounting records carried in all formal aspects in conformity with the applicable legal provisions;

 

c)           we have read the additional information to the notes to the unaudited condensed interim separate statements required by section 68 of the listing regulations of the Buenos Aires Stock Exchange and by section 12 of Chapter III Title IV of the text of the National Securities Commission, on which, as regards those matters that are within our competence, we have no observations to make;

 


 
 

Free translation from the original prepared in Spanish for publication in Argentina

 

 

d)           at September 30, 2015, the debt of IRSA Inversiones y Representaciones Sociedad Anónima owed in favor of the Argentina Integrated Pension System which arises from accounting records and submissions amounted to Ps. 65,951.86 which was no callable at that date.

 

 

 

 

Autonomous City of Buenos Aires, November 11, 2015

 

 

 

 

 

PRICE WATERHOUSE & CO. S.R.L.

 

 

                                      (Partner

C.P.C.E.C.A.B.A. Tº 1 Fº 17

Eduardo A. Loiácono

Public Accountant (UBA)

C.P.C.E.C.A.B.A. Tº 326 Fº 94

 

ABELOVICH, POLANO & ASOCIADOS S.R.L.

 

 

                                        (Partner)

C.P.C.E. C.A.B.A. T° 1 F° 30

Noemí I. Cohn

Public Accountant (U.B.A.)

C.P.C.E.C.A.B.A. T° 116 F° 135

 

 

 


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

Summary as of September 30, 2015

I. Brief comment on the Company’s activities during the period, including references to significant events occurred after the end of the period.

 

Buenos Aires, November 11, 2015 - IRSA Inversiones y Representaciones Sociedad Anónima (NYSE: IRS) (BASE: IRSA), Argentina’s leading real estate company, announces today the results of its operations for the three-month period ended September 30, 2015.

 

Consolidated Income*

 

In millions of ARS

IQ 16

IQ 15

Var (ARS)

Var (%)

Revenues from sales, leases and services

713.5

588.6

124.9

21.2%

Operating Income

724.0

640.1

83.9

13.1%

Depreciation and Amortization

54.6

42.8

11.8

27.6%

EBITDA

778.6

682.9

95.7

14.0%

Net (Loss) / Income

(316.0)

135.8

(451.8)

(332.7)%

Attributable to the parent company’s shareholders

(275.7)

3.3

(279.0)

(8,454.5)%

Attributable to non-controlling interest

(40.3)

132.5

(172.8)

(130.4)%

*It coincides with the Income Statement of the Financial Statements (Excludes interest in joint ventures).

Revenues from sales, leases and services for the first quarter of 2016 were 21.2% higher than in the first quarter of 2015, mainly explained by an increase in revenues from the “Shopping Centers” and “Hotels” segments, partially offset by the “Offices” and “Sales and Developments” segments, which recorded lower revenues than in the period under comparison.

The Company’s Operating Income and EBITDA grew by 13.1% and 14.0%, respectively, mainly due to higher selling and administrative expenses and other operating income, offset by increased sales of investment properties.

Net loss for the first 3-month period of fiscal year 2016 was ARS 316.0 million, compared to net income for ARS 135.8 million in the same period of 2015, mainly due to a decrease in the value of the investment in IDB Development Corporation, which has changed its valuation method effective as of the quarter under analysis. Until June 30, 2015, the investment was recorded at the share’s fair quoted price, but as a result of a first instance court decision it may be now inferred that two classes of shares with different rights have been created in the facts and that the shares held by us are different from those in the market. Accordingly, the quotation is no longer a reference of the fair value of our investment, and the valuation criterion had to be changed. For further details, see the information contained in this Summary under “Investment in IDB Development Corporation”.

 

1

 


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

Summary as of September 30, 2015

II. Shopping Centers (through our subsidiary IRSA Propiedades Comerciales S.A.)

 

Our tenants’ sales reached ARS 6,588.2 million during the first three months of fiscal year 2016, 44.5% higher than in the same period of 2015 (36.3% without considering sales from Distrito Arcos or Alto Comahue Shopping). In the first quarter of 2015, there had been a slight deceleration in the growth of sales. Our portfolio’s leaseable area totaled 334,055 square meters during the period under review, whereas the occupancy rate increased slightly, reaching 98.9%

 

Shopping Centers (in ARS M)

IQ 16

IQ 15

var %

Revenues

532.8

387.7

37.4%

Operating Income

377.9

273.8

38.0%

Depreciation and Amortization

41.7

31.1

34.1%

EBITDA

419.6

304.9

37.6%

         
         

 

Shopping Centers’ Operating Indicators

IQ 16

IQ 15

Total Leaseable Area (sqm) (1) (2)

334,055

310,254

Tenants’ Sales (3 month cumulative – ARS MM) (1)

6,588.2

4,559.0

Occupancy (1)

98.9%

98.5

 

(1) Percentage over gross leaseable area at period end.

(2) Excludes Museo de los Niños in Abasto Shopping and Alto Rosario Shopping.

 

Revenues from this segment grew 37.4% during this quarter, whereas Operating Income reached ARS 377.9 million (+ 38.0% compared to the first quarter of 2015). This rise is explained mainly by the increase in gross income. The EBITDA margin was 78.7%, in line with the margins recorded in 2015.

 

2

 


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

Summary as of September 30, 2015

Operating data of our Shopping Centers as of September 30, 2015

 

Shopping Center

Date of Acquisition

GLA (sqm)(1)

Stores

Occupancy (%)(2)

IRSA CP’s Interest(3)

Book Value (ARS thousand)(4)

Abasto (5)

Jul-94

36,669

170

99.8%

100%

255,183

Alto Palermo

Nov-97

19,545

144

99.7%

100%

218,892

Alto Avellaneda

Nov-97

36,729

138

100.0%

100%

 130,820

Alcorta Shopping

Jun-97

15,433

106

99.2%

100%

105,940

Patio Bullrich

Oct-98

11,636

87

99.4%

100%

 111,272

Alto Noa

Mar-95

19,073

89

99.7%

100%

30,570

Buenos Aires Design

Nov-97

13,889

63

97.9%

53.7%

 11,475

Mendoza Plaza

Dec-94

42,040

144

96.9%

100%

99,800

Alto Rosario (5)

Nov-04

28,395

146

97.9%

100%

 113,731

Córdoba Shopping –Villa Cabrera

Dec-06

15,344

107

99.8%

100%

63,221

Dot Baires Shopping

May-09

49,848

154

100.0%

80%

 373,971

Soleil Premium Outlet

Jul-10

13,993

78

99.4%

100%

83,303

La Ribera Shopping

Aug-11

9,787

61

98.7%

50%

 26,273

Distrito Arcos (6)

Dec-14

12,127

63

97.3%

90.0%

243,198

Alto Comahue (7)

Mar-15

9,547

102

94.8%

99.1%

316,605

Total

 

334,055

1,652

98.9%

 

2,184,254

 

Notes:

(1) Corresponds to gross leasable area in each property. Excludes common areas and parking spaces.

(2) Calculated dividing occupied square meters by leasable area on the last day of the period.

(3) Effective interest held by the company in each of its business units.

(4) Cost of acquisition plus improvements, less cumulative depreciation, plus adjustment for inflation, if any.
Amounts are stated in thousands of pesos (ARS).

(5) Excludes Museo de los Niños (3,732 square meters in Abasto and 1,261 square meters in Alto Rosario).

(6) Opening on December 18, 2014.

(7) Opening on March 17, 2015.

 

Cumulative tenants’ sales as of September 30 of fiscal periods 2016 and 2015

(ARS million)

 

Shopping Centers

IQ 16

IQ 15

Var

Alto Palermo

762.4

607.1

25.6%

Abasto

958.6

710.5

34.9%

Alto Avellaneda

873.4

614.1

42.2%

Alcorta Shopping

407.7

314.5

29.6%

Patio Bullrich

246.7

197.8

24.7%

Buenos Aires Design

103.0

75.4

36.6%

Dot Baires

717.4

548.5

30.8%

Soleil

292.1

201.8

44.7%

Distrito Arcos

213.5

-

100.0%

Alto NOA

310.9

226.0

37.6%

Alto Rosario

593.2

402.6

47.3%

Mendoza Plaza

576.1

423.7

36.0%

Cordoba Shopping

219.7

153.0

43.6%

La Ribera Shopping

152.9

84.0

82.0%

Alto Comahue

160.6

-

100.0%

TOTAL(1)

6,588.2

4,559.0

44.5%

 

(1) Excludes Distrito Arcos and Alto Comahue: Total IQ 16 (ARS MM) 6,214.1, Var 36.3%.

 

Cumulative tenants’ sales as of September 30 of fiscal periods 2016 and 2015

(ARS million)

 

Type of Business

IQ 16

IQ 15

YoY Var

Anchor Store

366.9

297.8

23.2%

Clothes and Footwear

3,322.8

2,254.1

47.4%

Entertainment

281.9

182.7

54.3%

Home

189.8

135.8

39.8%

Restaurant

666.5

450.6

47.9%

Miscellaneous

733.6

569.8

28.7%

Services

94.3

34.2

175.7%

Electronic appliances

932.4

634.0

47.1%

Total (1)

6,588.2

4,559.0

44.5%

 

(1) Excluding Distrito Arcos and Alto Comahue: Total IQ 16 (ARS MM) 6,214.1, Var 36.3%.

 

3

 


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

Summary as of September 30, 2015

 

 

 

Revenues from cumulative leases as of September 30 of fiscal periods 2016 and 2015

(ARS thousand)

 

Detailed Revenues

IQ16

IQ15

Var %

Base Rent

285,182

215,441

32.4%

Percentage Rent

141,002

88,253

59.8%

Total Rent

426,184

303,694

40.3%

Admission rights

45,079

34,634

30.2%

Fees

15,745

14,135

11.4%

Parking

36,904

24,799

48.8%

Other

8,867

10,413

(14.8)%

Total Revenues

532,779

387,675

37.4%

 

4

 


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

Summary as of September 30, 2015

III. Offices

 

The A+ office market in the City of Buenos Aires remains robust. According to L.J. Ramos, there has been a slight rise in rental and sale prices of premium spaces during calendar year 2015. Average rental prices stood at USD 28 per square meter, whereas the average sale price of premium spaces was USD 4,000 per square meter. In contrast, the vacancy rate rose slightly in the City of Buenos Aires during calendar year 2015, reaching 12.3%, 2.3 pp above the rate recorded last year.

 

 

Rental and Sale Prices of A+ Offices – City of Buenos Aires

 

 

Source: L.J. Ramos

 

Offices In ARS MM

IQ 16

IQ 15

% Var

Revenues

75.1

81.0

(7.3)%

Operating income

43.7

54.2

(19.4)%

Depreciation and amortization

10.0

8.7

14.9%

EBITDA

53.7

62.8

(14.5)%

 

 

Revenues from the Offices segment decreased by 7.3% in the first quarter of fiscal year 2016 due to a 15.1% reduction in the leaseable area as a result of the sales made during the period. In addition, the portfolio’s occupancy recorded a slight decline, down to 96.9% due to the vacancy of a floor in Torre BankBoston and two floors in Suipacha 652/64 which we expect to occupy in the short term. The segment’s EBITDA dropped by 14.5% during the period compared to the same period of the previous fiscal year due to lower revenues and higher administrative and selling expenses.

 

The EBITDA margin stood at 71.5% (compared to 77.6% in the IQ15) due to lower revenues from sales made.

 

 

IQ 16

IVQ 15(1)

IIIQ 15

IIQ 15

IQ 15

Leaseable area

94,862

111,678

112,575

112,621

118,788

Occupancy

96.9%

98.1%

98.6%

98.7%

98.1%

Monthly Rent (ARS/sqm)

243.5

230.2

223.0

218.1

215.3

Monthly Rent (USD/sqm)

25.9

25.3

25.3

25.5

25.4

           

 (1) Includes 9 floors of Intercontinental Building sold on June 30, 2015.

5

 


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

Summary as of September 30, 2015

 

The portfolio’s rental prices rose, reaching USD 25.9 per square meter.

 

Below is information on our offices and other rental properties segment as of September 30, 2015.

(In thousands of ARS)

 

 

Date of Acquisition

Leaseable Area sqm (1)

Occupancy Rate (2)

 

IRSA’s Effective Interest

Book Value (3)

Offices

 

 

 

 

 

Edificio República (4)

04/28/08

19,885

100.0%

100%

193,459

Torre Bankboston (4)

08/27/07

14,873

94.1%

100%

137,523

Bouchard 551

03/15/07

-

-

100%

7,585

Intercontinental Plaza (4)

11/18/97

7,467

100.0%

100%

21,769

Bouchard 710 (4)

06/01/05

15,014

100.0%

100%

60,791

Dique IV, Juana Manso 295

12/02/97

11,298

99.5%

100%

51,043

Maipú 1300

09/28/95

2,998

100.0%

100%

9,914

Libertador 498

12/20/95

620

100.0%

100%

3,972

Suipacha 652/64 (4)

11/22/91

11,465

82.8%

100%

8,272

Madero 1020

12/21/95

-

-

100%

108

Dot Building (4)

11/28/06

11,242

100.0%

80%

125,506

Subtotal Offices

 

94,862

96.9%

N/A

619,942

Other Properties

 

 

 

 

 

Santa María del Plata S.A.

07/10/97

106,100

100.0%

100.0%

12,510

Nobleza Piccardo (5)

05/31/11

109,610

74.8%

50.0%

7,425

Other Properties (6)

N/A

39,232

49.2%

N/A

85,190

Subtotal Other Properties

 

254,942

81.3%

N/A

105,125

TOTAL OFFICES AND OTHER

 

349,804

85.6%

N/A

725,067

 

  Notes:

(1) Total leaseable area for each property as of September 30, 2015. Excludes common areas and parking.

(2) Calculated dividing occupied square meters by leaseable area as of September 30, 2015.

(3) Cost of acquisition, plus improvements, less accumulated depreciation, plus adjustment for inflation, less allowance for impairment.

(4) Through IRSA Propiedades Comerciales S.A.

(5) Through Quality Invest S.A.

(6) Includes the following properties: Ferro, Dot Adjoining Plot, Anchorena 665, Chanta IV, Constitución 1111 and Rivadavia 2774.

 

 

6

 


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

Summary as of September 30, 2015

IV.        Sales and Developments

 

According to the INDEC, the construction business in Argentina grew 5.6% in September 2015 as compared to the same month of 2014, and 2.7% as compared to last August.

For the first nine months of calendar year 2015, the construction business recorded a cumulative increase of 7.5%, showing more dynamism than in 2014.

 

Sales and Developments in millions of ARS

IQ 16

IQ 15

% Var

Revenues

2.5

4.8

(47.9%)

Income / (loss) from sale of investment properties

389.8

317.5

22.8%

Operating income

350.0

306.2

14.3%

Depreciation and amortization

-

-

-

EBITDA

350.0

306.2

14.3%

 

The Sales and Developments segment posted lower revenues compared to the first quarter of 2015, which had recorded transactions for ARS 4.8 million mainly due to sales in Condominios del Alto I (Parcel 2G). Operating income and EBITDA increased 14.3% due to higher revenues from sales of investment properties than in the first quarter of 2015, when the company had recorded the sale of Madison 183 in New York and two floors in Maipú 1300 building in the City of Buenos Aires.

 

Below is a detail of the sales of investment properties occurred during the quarter under analysis:

 

ü  Maipú 1300 Building, located in the area of “Retiro” in the City of Buenos Aires: During July and August 2015, 1,761 sqm corresponding to 4 floors of the Maipú 1300 building were sold, at a gain of ARS 57.1 million.

ü  Isla Sirgadero Plot, located in the Province of Santa Fe: On September 3, the 8,262,600 sqm plot was sold for a total amount of USD 4.0 million, at a gain of ARS 32.6 million.

ü  Intercontinental Plaza Building, located in the area of “Montserrat” in the City of Buenos Aires: On September 10, our subsidiary IRSA Propiedades Comerciales sold 5,963 sqm comprising seven office floors, 56 parking spaces and 3 storage spaces for a total amount of ARS 324.5 million, at a gain of ARS 300.0 million.

Accumulated sales as of September 30 of the fiscal periods

 

DEVELOPMENT

IQ 16

IQ 15

% Var

Residential apartments

 

 

 

Condominios I and II (1)

-

3,642

100.0%

Libertador 1703 & 1755 (Horizons) (2)

1,367

55

2,385.5%

Other residential apartments (3)

1,159

-

100.0%

Subtotal Residential Apartments

2,526

3,697

(31.7)%

Residential Communities

 

 

 

Abril/Baldovinos (4)

-

646

100.0%

El Encuentro

-

461

100.0%

Subtotal Residential Communities

-

1,107

(100.0)%

TOTAL

2,526

4,804

(47.4)%

 

(1) Through IRSA Propiedades Comerciales S.A.

(2) Owned by CYRSA S.A.

(3) Includes the following properties: Units to be received in Beruti through IRSA CP, Torres Jardín, San Martín de Tours, Rivadavia 2768, Terreno Caballito and Lotes Pereiraola through IRSA.

(4) Includes sale of shares in Abril.

 

7

 


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

Summary as of September 30, 2015

Development

Company

Interest

Date of Acquisition

Land Area sqm

Saleable area sqm(1)

Buildable area sqm

Sold(2)

Title Deed Executed(3)

Location

Accumulated revenues as of September 2015

Accumulated revenues as of September 2014

Book Value

Residential Properties

 

 

                 

Available for sale

 

 

 

 

 

 

 

 

 

 

 

Condominios del Alto I

IRSA CP

100%

04/30/1999

-

2,082

-

71%

67%

Santa Fe

-

3.642

21

Condominios del Alto II

IRSA CP

100%

04/30/1999

-

5,009

-

96%

93%

Santa Fe

-

-

518

Caballito Nuevo

IRSA

100%

11/03/1997

-

8,173

-

98%

98%

CABA

-

-

-

Barrio Chico

IRSA

100%

03/01/2003

-

3,492

-

99%

99%

CABA

 -

 -

124

El Encuentro

IRSA

100%

11/18/1997

-

127,795

-

100%

99%

Buenos Aires

-

461

-

Abril Club de Campo – Plots

IRSA

100%

01/03/1995

-

5,135

-

99%

99%

Buenos Aires

-

646

-

Abril Club de Campo – Manor House (4)

IRSA

100%

01/03/1995

31,224

34,605

-

-

-

Buenos Aires

-

-

2.357

Torres Jardín

IRSA

100%

07/18/1996

 -

 -

 

 -

CABA

1.159

-

-

Entre Ríos 465/9 Apartment

IRSA CP

100%

 -

 -

 -

 

 -

 -

 Buenos Aires

-

-

-

Horizons

IRSA

50%

01/16/2007

-

71,512

-

100%

98%

Buenos Aires

1367

55

2,500

Intangible – Units to be received

 

 

 

 -

 

 

 

 

 -

 -

 -

Beruti (Astor Palermo) (5)

IRSA CP

100%

06/24/2008

-

2,632

-

-

-

CABA

-

-

32,872

Caballito Manzana 35

IRSA

100%

10/22/1998

-

8,258

-

-

-

CABA

-

-

52,205

CONIL - Güemes 836 – Mz. 99 & Güemes 902 – Mz. 95

and stores

IRSA CP

100%

07/19/1996

1,389

-

5,994

-

-

Buenos Aires

-

-

5,409

Canteras Natal Crespo (2 commercial parcels)

 IRSA

 -

40,333

 -

 

 -

 Buenos Aires

-

-

-

Isla Sirgadero

IRSA

100%

02/16/2007

826,276

-

N/A

-

-

Santa Fe

-

-

-

Subtotal Residential Properties

     

899,222

268,693

5,994

     

2,526

4,804

96,006

Land Reserves

 

 

                 

Pilar R8 Km 53

IRSA

100%

05/29/1997

74,828

-

-

-

-

Buenos Aires

-

-

1,550

Pontevedra

IRSA

100%

02/28/1998

730,994

-

-

-

-

Buenos Aires

-

-

918

Mariano Acosta

IRSA

100%

02/28/1998

967,290

-

-

-

-

Buenos Aires

-

-

804

Merlo

IRSA

100%

02/28/1998

1,004,987

-

-

-

-

Buenos Aires

-

-

639

Terreno San Luis

IRSA

50%

03/31/2008

3,250,523

-

-

-

-

San Luis

-

-

1,584

Subtotal Land Reserves

     

6,028,622

-

-

     

-

-

5,495

Future Developments

 

 

                 

Mixed Uses

 

 

 

 

 

 

 

 

 

 

 

UOM Lujan (6)

IRSA CP

100%

05/31/2008

1,160,000

-

N/A

N/A

N/A

Buenos Aires

-

-

41,972

La Adela

IRSA

100%

08/01/2014

10,580,000

-

-

N/A

N/A

Buenos Aires

-

-

214,594

Nobleza Picardo (7)

IRSA CP

50%

05/31/2011

159,995

-

127,996

N/A

N/A

Buenos Aires

-

-

61,130

Puerto Retiro

IRSA

50%

05/18/1997

82,051

-

N/A

N/A

N/A

CABA

-

-

22,128

Solares Santa María (8)

IRSA

100%

07/10/1997

716,058

-

N/A

N/A

N/A

CABA

-

-

158,951

Residential

 

 

 

 

 

 -

 

 -

 -

 -

Coto Abasto Air Space

IRSA CP

100%

09/24/1997

-

-

21,536

N/A

N/A

CABA

-

-

8,945

Neuquén – Housing Parcel

IRSA CP

100%

07/06/1999

13,000

-

18,000

N/A

N/A

Neuquén

-

-

803

Uruguay Zetol

IRSA

90%

06/01/2009

152,977

62,756

-

N/A

N/A

Uruguay

-

-

60,295

Uruguay Vista al Muelle

IRSA

90%

06/01/2009

102,216

62,737

-

N/A

N/A

Uruguay

-

-

41,792

Pereiraola (Greenville)

IRSA

100%

04/21/2010

-

39,634

-

-

-

Buenos Aires

-

-

8,200

Retail

 

 

 

 

 

 

 

 

 

 

 

Caballito Shopping Plot (9)

IRSA CP

100%

23,791

-

N/A

N/A

N/A

CABA

-

-

-

Dot Potential Expansion

IRSA CP

80%

15,881

-

47,643

N/A

N/A

CABA

-

-

-

Offices

 

 

 

 

 

 

 

 

 

 

 

Philips Adjoining Plots - Offices 1 & 2

IRSA CP

80%

11/28/2006

12,800

-

38,400

N/A

N/A

CABA

-

-

25,336

Baicom

IRSA

50%

12/23/2009

6,905

-

34,500

N/A

N/A

CABA

-

-

4,183

Intercontinental Plaza II (10)

IRSA CP

100%

02/28/1998

6,135

-

19,598

N/A

N/A

CABA

-

-

1,564

Catalinas Norte Plot

IRSA

100%

12/17/2009

3,649

-

35,300

N/A

N/A

CABA

-

-

109,496

Subtotal Future Developments

     

13,035,458

165,127

342,973

     

-

-

759,389

Total Land Reserves

 

 

19,963,302

433,820

348,967

 

 

 

2,526

4,804

860,890

 

 

 

 

 

 

 

 

 

                                         

8

 


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

Summary as of September 30, 2015

 

 Notes:

(1) Saleable Area means the housing square meters proper, including parking and storage spaces. It is recorded at 100%, before making any sales.

(2) % Sold includes those sale transactions for which there is a Preliminary Sales Agreement, Possession or a Title Deed executed. Includes square meters of housing, parking and storage spaces.

(3) % Title Deed Executed includes those sales transactions for which a Title Deed was executed. Includes square meters of housing, parking and storage spaces.

(4) Saleable Area includes 31,224 sqm of the plot and 4,712.81 total sqm of the Manor House (discounting 1,331.76 sqm of Ground Floor).

(5) Saleable Area excludes 171 commercial parking spaces to be received and the units as compensation.

(6) Mixed Used Feasibility requested, pending provincial approval.

(7) 127,996 sqm arise from current laws, a draft project is being made for 479,415 buildable square meters (pending approval).

(8) Feasibility requested for 716,058 buildable square meters, pending approval from the Legislative body of the City of Buenos Aires.

(9) Draft project of 71,374 buildable square meters, pending approval of zoning parameters.

(10) 6,135 sqm of surface area correspond to the parcel, which includes Inter I and II.

 

 

 

 

9

 


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

Summary as of September 30, 2015

V.    Hotels

 

According to the International Tourism Report prepared by the INDEC, during the first eight months of fiscal year 2015 3.9 million non-resident tourists arrived in Argentina, a year-on-year decrease of 0.9%. Outbound departures by Argentine citizens reached 5.4 million, a 14.1% increase with respect to the same period of 2014. Our hotels in the City of Buenos Aires maintained their income and occupancy levels during the period, and our Llao Llao premium resort located in the Patagonian city of Bariloche managed to recover from the eruption of the Chilean volcano that had affected the access to the city during the last quarter, causing hotel occupancy rates to decline sharply.

 

Hotels (in millions of ARS)

IQ 16

IQ 15

% Var

Revenues

110.8

96.8

14.5%

Operating income

(6.9)

(0.2)

3,350.0%

Depreciation and amortization

4.1

3.7

10.8%

EBITDA

(2.7)

3.5

(22.9)%

 

 

 

 

 

 

 

IQ 16

IVQ 15

IIIQ 15

IIQ 15

IQ 15

Average Occupancy

66.7%

65.7%

68.5%

68.8%

65.0%

Average Rate per Room (ARS/night)

1,660

1,564

1,625

1,599

1,565

Average Rate per Room (USD/night)

179

182

191

190

188

                 

 

During the first quarter of fiscal year 2016, the hotel segment recorded an increase in revenues of around 14.5% due to the higher average portfolio occupancy, which reached 66.7%, and the rise in the average rate. However, Operating Income showed a negative result of ARS 6.9 million mainly due to higher selling and administrative expenses.

 

The following is information on our hotel segment as of September 30, 2015:

 

Hotels

Date of

Acquisition

IRSA’s

Interest

Number

of Rooms

Average

Occupancy (1)

Average

Rate

Book Value

(in thousands of ARS)

Intercontinental (3)

11/01/97

76.34%

309

66.1%

1,269

52,861

Sheraton Libertador (4)

03/01/98

80.00%

200

81.6%

1,157

30,690

Llao Llao (5)

06/01/97

50.00%

205

52.9%

3,154

80,280

Total

 

 

714

66.7%

1,660

163,831

 

Notes:

 

 

1) Cumulative average for the 3-month period.

2) Cumulative average for the 3-month period.

3) Through Nuevas Fronteras S.A. (IRSA’s subsidiary).

4) Through Hoteles Argentinos S.A.

5) Through Llao Llao Resorts S.A.

 

 

Accumulated sales as of September 30 of the fiscal periods

 

Hotels (in thousands of ARS)

IQ 16

IQ 15

% Var

Intercontinental (3)

36,988

34,860

6.1%

Sheraton Libertador (4)

26,298

20,832

26.2%

Llao Llao (5)

47,483

41,135

15.4%

Total

110,769

96,827

14.4%

 

10

 


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

Summary as of September 30, 2015

VI. International

 

Lipstick Building, New York, United States

 

The Lipstick Building is a landmark building in the City of New York, located at Third Avenue and 53th Street in Midtown Manhattan, New York. It was designed by architects John Burgee and Philip Johnson (Glass House and Seagram Building, among other renowned works) and it is named after its elliptical shape and red façade. Its gross leaseable area is approximately 57,500 sqm and consists of 34 floors.

 

As of September 30, 2015, the building reached an occupancy rate of 95.47%, thus generating an average rent of USD 65.14 per sqm.

 

Lipstick

Sep-15

Jun-15

YoY Var

Gross Leaseable Area (sqm)

58,092

58,094

-

Occupancy

95.47%

91.86%

3.6pp

Rental price (USD/sqm)

65.14

64.74

0.62%

 

As of June 30, 2015, we had in place 2 lease agreements for a total additional area of 22,585 square meters, that were effectively occupied in August, causing occupancy to rise to 95.47%. This is the highest occupancy rate since we took possession of the building at the end of 2008.

 

Finally, since September 2014 there has been an exhibition of part of the work and life of the renowned Argentine architect Cesar Pelli, shown in the southern wing of the lobby. The exhibition was conceived, designed and staged with the close cooperation of this architectural firm.

 

Investment in Condor Hospitality Inc.

 

We maintain our investment in the Condor Hospitality Trust hotel REIT through our subsidiary Real Estate Strategies L.P. (“RES”), in which we hold a 66.8% interest. Condor is a REIT listed in Nasdaq focused on medium-class and long-stay hotels located in 21 states of the United States of America, operated by various operators and franchises such as Comfort Inn, Days Inn, Hampton Inn, Holiday Inn, Sleep Inn, and Super 8, among others. During the last months, the company’s results have shown an improvement in operating levels and it has continued with its strategy of selectively disposing of lower-class hotels at very attractive prices and replacing them with higher-class hotels.

 

Investment in IDB Development Corporation

 

On May 7, 2014, a transaction was closed whereby the Group, acting indirectly through Dolphin, acquired, jointly with C.A.A. Extra Holdings Limited, a non-related company incorporated under the laws of the State of Israel controlled by Mordechay Ben Moshé (hereinafter, “Extra”), an aggregate number of 106.6 million common shares in IDBD representing 53.30% of its stock capital, under the scope of the debt restructuring process of IDBD’s holding company, IDB Holdings Corporation Ltd. (“IDBH”), with its creditors (the “Arrangement”).

Under the terms of the agreement entered into between Dolphin and E.T.H.M.B.M. Extra Holdings Ltd., a controlled company of Mordaechay Ben Moshé, to which Dolphin and Extra adhered (the “Shareholders' Agreement”), Dolphin, jointly with other third party investors acquired a 50% interest in this investment, while Extra acquired the remaining 50%. The total investment amount was NIS 950 million, equivalent to approximately US$ 272 million at the exchange rate prevailing on that date. During fiscal year 2015, Dolphin continued investing in IDBD and as of June 30, 2015, IRSA’s indirect interest in IDBD was approximately 49%.

 

11

 


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

Summary as of September 30, 2015

On August 27, 2015, DIC published a prospectus for the issuance of rights under IDBD’s and DIC’s Proposal (as such term is defined in Note 9 to the financial statements) and on September 6, 2015 it issued one right for every 1,000 shares of DIC, exercisable automatically and at no expense on that same day, for 224 Series 3 warrants, 204 Series 4 warrants, 204 Series 5 warrants, and 204 Series 6 warrants each. Each warrant of DIC is convertible into one share of DIC, and has the following features:

-           Series 3 warrants have an exercise price of NIS 6.54 and are due on December 21, 2015;

-           Series 4 warrants have an exercise price of NIS 7.183 and are due on December 21, 2016;

-           Series 5 warrants are due on December 21, 2017. Their exercise price is NIS 7.183 until December 20, 2016 and NIS 7.836 after such date.

-           Series 6 warrants are due on December 21, 2018. Their exercise price is NIS 7.183 until December 20, 2016 and NIS 8.489 after such date.

Pursuant to the terms described above, on September 6, 2015 Dolphin received 91,163 Series 3 warrants and 83,023 Series 4, 5 and 6 warrants of DIC.

As a result of the transactions described above, as of September 30, 2015, Dolphin held an aggregate number of 324,445,664 shares, 15,998,787 Series 3 warrants, 24,897,859 Series 4 warrants, 109,342,966 Series 5 warrants and 97,833,180 Series 6 warrants, accounting for a 49.0% share interest in IDBD. In addition, as of September 30, 2015 Dolphin held 406,978 shares in DIC, 91,163 Series 3 warrants and 83,023 Series 4, 5 and 6 warrants of DIC, accounting for a direct interest of 0.48 %.

As of September 30, 2015, IDBD’s Board of Directors consisted of nine members, three of whom were appointed by Dolphin as regular directors: Eduardo Sergio Elsztain (Chairman), Roni Bar-On (who replaced Alejandro Gustavo Elsztain on July 7) and Saúl Zang.

During February and March 2015 Dolphin and Extra started to exchange letters mainly in relation to claims from Extra in connection with the Rights Offering and Extra’s claim demanding a pro rata acquisition of the shares in IDBD owned by Dolphin and subscribed for under the Rights Offering and all the shares acquired thereafter by IFISA asserting in the latter case the rights under the Shareholders’ Agreement (first refusal).

Based on the foregoing and in accordance with the provisions of the Shareholders’ Agreement with respect to dispute resolution, on April 30, 2015 (the “Preliminary Hearing”) arbitration proceedings were initiated in English language, in Tel Aviv, and the Israeli law applies thereto. 

The arbitration proceedings were intended to settle the issues referred to above, and application and interpretation of certain clauses of the Shareholders' Agreement.

In addition, during such Preliminary Hearing, the parties agreed on the rules and procedures that would govern the conduct of the arbitration proceedings and a schedule for such purposes. Appointment of an arbiter was approved and, as a result, any applicable statutory terms began running thereafter.

On May 28, 2015, before the filing of the arbitration claim, Extra made a preliminary petition to the arbiter that triggered application of the Buy Me Buy You (“BMBY”) clause, which establishes that each party to the Shareholders’ Agreement may offer to the counterparty to acquire (or sell, as the case may be) the shares it holds in IDBD at a fixed price; and within 14 days from delivery of the BMBY notice (the “Notice”) recipient should let it know whether it desires to sell or acquire the other party’s shares pursuant to the terms of the Notice, in accordance with the provisions of the Shareholders’ Agreement. In such petition, Extra further added that the purchaser thereunder would be required to assume all obligations of the seller under the Arrangement.

 

 

12


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

Summary as of September 30, 2015

In addition, on June 10 and 11, 2015, Dolphin gave notice to Extra of its intention to buy all the shares in IDBD held by Extra, asserted its defenses and its interpretation about application and construction of the BMBY, establishing that Extra’s interpretation of such mechanism was erroneous.

As a result, the parties pursued arbitration to settle their disputes and in respect of the correct interpretation of the BMBY clause, in order to determine, first, who is the purchaser under the BMBY clause, and whether such party will be under the obligation to assume all the obligations of the seller under the Arrangement.

For such purposes, the arbiter decided to divide the arbitration proceedings into two phases: the first one to deal with the disputes related to application and interpretation of the mechanism under the BMBY clause and the second one in relation to the parties’ additional petitions or claims.

Moreover, on June 28 and 30, 2015 Extra filed a motion with the arbiter requesting an injunction preventing changes in IDBD’s Board’s composition, as of such date, at IDBD’s annual shareholders’ meeting that would be held on July 7, 2015.

On July 6, 2015, the arbiter granted such injunction, for which reason Dolphin appointed only three directors for the next meeting and could appoint such number of directors until the arbiter issued a final decision about who the purchaser under the BMBY process was.

On September 24, 2015, the arbiter rendered an award whereby Dolphin and IFISA were designated purchasers under the BMBY clause, and therefore, Extra is required to sell to it all the IDBD shares held by it (92,665,925 shares) for a price of NIS 1.64 per share.

On October 11, 2015, the closing of the process on the BMBY clause occurred, and IFISA purchased all the shares held by Extra in IDBD (92,665,925 shares) for a price per share of NIS 1.64.

As Dolphin is a subsidiary that qualifies as a VCO in accordance with the IAS 28 exemption referred to in Note 2.3 (d), the Company has recorded its interest in IDBD at fair value with changes in the income statement.

As part of the Arrangement, Dolphin and Extra have promised to participate on a joint and several basis in the capital increases resolved by IDBD’s Board in order to carry out its business plan for 2014 and 2015, for at least NIS300 million in 2014 and NIS 500 million in 2015.

As of September 30, 2015, Dolphin has contributed NIS 668.6 million in aggregate (NIS 400 million of which are creditable against its commitment) and Extra has contributed NIS 203.5 million in IDBD. In this way, Dolphin has completed its committed contributions, while IDBD is claiming from Extra, and Dolphin, under its joint and several liability, to pay the balance committed by Extra for an aggregate of NIS 196.5 million (equivalent to approximately US$ 50.1 million at the exchange rate prevailing as of September 30, 2015).

Moreover, as part of the Arrangement, Dolphin and Extra promised to participate on a joint and several basis in the Tender Offers for a total amount of NIS 512.09 million (equivalent to approximately US$ 128 million at the exchange rate prevailing as of September 30, 2015) under the following scheme: (i) by December 31, 2015, at least NIS 249.8 million for a price per share of NIS 7.798 (value as of September 30, 2015, subject to adjustment) and (ii) by December 31, 2016, for at least NIS 512.09 million, less the offer made in 2015, for a price per share of NIS 8.188 (value as of September 30, 2015 subject to adjustment). As security for the performance of the Tender Offers, 34,130,119 shares in IDBD were pledged as of September 30, 2015. In addition, as of September 30, 2015, 49,695,135 shares, 23,950,072 Series 4 warrants, 22,752,569 Series 5 warrants and 20,357,561 Series 6 warrants of IDBD held by Dolphin were deposited in escrow as pledge collateral, and are expected to be soon transferred to an account not subject to pledge.

 

 

13


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

Summary as of September 30, 2015

As of the date of issuance hereof, the Tender Offers have not been consummated.

On May 12, 2014, IDBD’s shares became listed on the TASE. Consequently, all the shares (including the pledged shares) acquired as of to date are deposited in escrow with Bank Leumi Le-Israel as security in compliance with the lock-up provisions set forth in Chapter D of the TASE Regulations, which provide that initially listed shares may not be disposed of for a term of 18 months and allow the release of 2.5% per month beginning on the fourth month since the initial listing date of IDBD’s shares.

In this way, pursuant to the TASE’s regulations, as of September 30, 2015, 5,240,822 shares and 335,715 Series 3 warrants remained deposited as set forth above. The blocking provisions are in place until November 12, 2015.

In addition, Dolphin promised to inject funds in IDBD, directly or through an affiliated company, for at least NIS 256 million and up to NIS 400 million, as follows: (i) NIS 256 million through the exercise of the New Rights arising from the Rights Offering by Dolphin; (ii) an additional investment (the “Additional Investment”) for an amount equivalent to (a) the Maximum Immediate Payment (as such term is defined in note 3 to the financial statements), less (b) the amount received by IDBD under the Rights Offering, excluding the exercise of the new warrants, but in no case for an amount higher than NIS 144 million. The Additional Investment will be made by Dolphin or a vehicle controlled by Eduardo Sergio Elsztain exercising additional rights to be acquired by them or, if such rights are not acquired, by participating in another rights offering to be made by IDBD. On February 10, 2015, Dolphin subscribed a total of NIS 391.5 million, with a remaining contribution commitment of NIS 8.5 million.

In addition, as set forth in Note 3, Dolphin promised to (i) exercise the Series 4 warrants for a total amount of NIS150 million if so requested by IDBD’s board within 6 to 12 months of the Rights Offering date; and (ii) exercise the remaining Series 4, 5 and 6 warrants received under the Rights Offering, subject to the satisfaction of two conditions simultaneously: (a) that IDBD and its lenders reach an agreement to amend certain covenants; and (b) that a control permit over Clal is given by the Capital Markets, Insurance and Savings Commissioner of Israel.

On May 6, 2015, Dolphin submitted to IDBD’s Board a binding and irrevocable proposal that provided, inter alia, that Dolphin (directly or through any vehicle controlled by Eduardo Sergio Elsztain) promised to make a capital contribution for up to NIS 100 million in IDBD, subject to the following conditions, among others:

(a)     That IDBD makes a public offering of its shares under terms acceptable to the market and approved by IDBD’s Board, for an amount of at least NIS100 million and not to exceed NIS125 million, which offering should be made between October 1, 2015 and November 15, 2015.

 

 

14


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

Summary as of September 30, 2015

(b)     The commitment assumed by Dolphin would automatically expire upon the occurrence of any of the following events before the day of the public auction under the public offering: (i) if any of IDBD’s creditors or any of the representatives of IDBD’s bondholders files legal actions against IDBD, including a complaint seeking the early or immediate repayment or acceleration of any portion of IDBD’s debt; (ii) if a meeting of any of IDBD’s bondholders is called including in its agenda any of the matters set forth in paragraph (ii); (iii) if IDBD receives capital contributions for a total amount of NIS100 million in any manner, whether through a rights offering, the exercise of warrants, a private or public placement, and if such contributions are made by Dolphin directly or through any vehicle controlled by Eduardo Sergio Elsztain (apart from the capital contributions creditable against the NIS158.5 million obligation under Dolphin’s irrevocable proposal dated December 29, 2014), or by any other individual or legal entity, or the investor public, and at any event when the aggregate amount of such capital contributions under paragraph 5 (d) (iii) of the proposal so submitted is lower than NIS100 million, Dolphin’s commitment under Section 5 (c) above would be reduced accordingly; or (iv) if an adverse event or change occurs in IDBD or its control structure or in any of its material affiliates.

On May 7, IDBD’s Board approved the proposal.

On June 29, 2015, Dolphin submitted an irrevocable proposal to IDBD and DIC (the “Proposal Sent to IDBD and DIC”) which offered that, subject to its approval by the Boards of Directors of both companies, DIC would start as soon as possible a rights offering for up to approximately NIS 500 million (“DIC’s Rights Offering”) (equivalent to US$ 127.4 million at the exchange rate prevailing as of September 30, 2015). Under DIC’s Rights Offering, each shareholder of DIC would receive, for no consideration, DIC’s right units consisting of 4 series of warrants issued by DIC (which would be registered for trading in the TASE), each of which would be exercisable for one common share of DIC (“DIC’s Warrants”), with the following features:

-       DIC’s Warrants would be divided into 4 series, and the exercise price of each of such series would be approximately NIS 125 million, as follows:

·         The first series of warrants would be exercisable until December 21, 2015, for a price to be determined based on acceptable market conditions and after consultation with capital market experts, but in no case for a higher price than NIS 6.53 (“DIC’s #1 Warrants”).

·         The second series of warrants would be exercisable until December 21, 2016, for an exercise price equivalent to 110% of DIC’s #1 Warrants’ exercise price.

·         The third series of warrants would be exercisable until December 21, 2017, for an exercise price of: (i) 110% of DIC’s #1 Warrants’ exercise price, in the event they are exercised before December 21, 2016; or (ii) 120% of DIC’s #1 Warrants’ exercise price if they are exercised between December 21, 2016 and December 21, 2017.

 

 

15


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

Summary as of September 30, 2015

·         The fourth series of warrants would be exercisable until December 21, 2018, for an exercise price of: (i) 110% of DIC’s #1 Warrants’ exercise price, in the event they are exercised before December 21, 2016; or (ii) 130% of DIC’s #1 Warrants’ exercise price if they are exercised between December 21, 2016 and December 21, 2018.

-       As part of DIC’s Rights Offering, IDBD would promise to exercise all DIC’s #1 Warrants issued in favor of IDBD, for a total amount of approximately NIS92.5 million (“IDBD’s Investment Amount”) by December 21, 2015, provided that the following conditions had been satisfied as of such date:

·         IDBD should have the written consent of IDBD’s main lenders for IDBD to exercise DIC’s #1 Warrants issued in DIC’s favor under DIC’s Rights Offering.

·         IDBD should have conducted and completed a Rights Public Offering (as such term is defined below), under which it should have raised an amount of at least NIS 200 million.

·         IDBD should have received the written consent of its main lenders in order for any amount injected as capital in IDBD after the date of such proposal in excess of NIS 100 million and up to NIS350 million, to be used at any time for injection from IDBD into DIC, through any capital injection mechanism.

In turn, Dolphin proposes the following to IDBD:

-               IDBD’s public offering amount under Dolphin’s proposal dated May 6 would be increased by at least NIS100 million and up to NIS 125 million (the “Rights Public Offering under the Proposal to IDBD and DIC”). In other words, the total amount would be increased from a minimum of NIS 100 million to a maximum of NIS 200 million, and the maximum amount would be increased from a maximum of NIS 125 million to a maximum of NIS250 million (the “Total Increased Amount”).

-               Therefore, Dolphin’s obligation to participate in the Rights Public Offering under the Proposal to IDBD and DIC would be increased (compared to the proposal dated May 6, 2015) by an amount equal to the difference between the Total Increased Amount and the total amount of commitments received, always provided that such amount were not higher than NIS 200 million (the “Capital Contribution Amount”).

-               The approval of this proposal would constitute IDBD’s confirmation and approval that all of Dolphin’s commitments under this proposal implied the full and complete settlement of its remaining obligations to inject NIS 8.5 million in IDBD, pursuant to Dolphin’s irrevocable proposal dated December 29, 2014.

-               Dolphin’s commitment would automatically expire upon the occurrence of any of the following events: (i) if any of DIC’s creditors or any of the trustees of DIC’s bonds filed any legal action against DIC, including a complaint seeking the early repayment or acceleration of any portion of DIC’s debt; and/or (ii) if any meeting of DIC’s bondholders included in its agenda any one or more of the following matters: (a) appointment of advisers (financial, legal or otherwise); (b) appointment of a committee of representatives of DIC’s bondholders; (c) filing of any legal action against DIC); and/or (d) complaints for early or immediate repayment of any portion of DIC’s debt, or any similar discussion.

 

 

16


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

Summary as of September 30, 2015

The Proposal to IDBD and DIC was binding and irrevocable, and it was valid up to July 13, 2015 and expired on such date if the Boards of IDBD and DIC did not accept it and approve it unconditionally. The Proposal to IDBD and DIC was approved by IDBD’s Board of Directors on July 16, 2015.

On July 9 and 16, 2015, Dolphin submitted explanations on the Proposal to IDBD and DIC. The explanations made on July 9 were mainly the following:

-       The termination or the expiration of the Proposal to IDBD and DIC would not derogate the commitments undertaken by Dolphin in the proposal filed by Dolphin to IDBD on May 6, 2015 (as described in Note 9 – Interest in Associates, to the Financial Statements), always provided that such commitments continued to be in full force and effect subject to the proposed terms, or Dolphin’s remaining commitment to inject NIS 8.5 million in IDBD according to the irrevocable proposal dated December 29, 2014.

-       An additional condition would be added to the Proposal to IDBD and DIC whereby if Dolphin’s interest in the Rights Offering were lower than NIS 8.5 million, Dolphin would remain required to inject in IDBD the result from subtracting NIS 8.5 million from the amount actually injected by Dolphin in such opportunity.

-       IDBD would replace its commitment to exercise DIC’s Series 1 warrants for NIS 92.5 million with the commitment to exercise the Series 1 warrants for at least the amount that resulted from subtracting: (a) the Capital Contribution Amount (as defined in note 9 – Interest in Associates, to the Financial Statements), and (b) NIS 100 million, always provided that such amount did not exceed NIS 92.5 million.

On July 13, 2015, Dolphin extended the expiration of the Proposal to IDBD and DIC until July 16, 2015.

Moreover, on July 16, 2015, Dolphin submitted additional explanations on the Proposal to IDBD and DIC dated June 29, 2015 and July 9, 2015, mainly consisting of the following:

-       Dolphin agrees that the new shares to be acquired by Dolphin or any entity controlled by Eduardo Sergio Elsztain under the public offering of shares to be made by IDBD during October 2015 do not entitle him to take part in the Tender Offer (as such term is defined in Note 3 to the Financial Statements) always provided that such new shares are still held by Dolphin or an entity controlled by Eduardo Sergio Elsztain. This notwithstanding, nothing will prevent Dolphin and/or the entity controlled by Eduardo Sergio Elsztain that holds such new shares to be acquired under the public offering to be made in October 2015 by IDBD from freely disposing of them.

On July 16, 2015 IDBD’s Board of Directors resolved to approve a capital increase through a public offering pursuant to the terms proposed by Dolphin in the Proposal to IDBD and DIC and to exercise DIC’s warrants, all based on Dolphin’s irrevocable commitment to take part in the referred capital increase. IDBD plans to make the public offering between October and November 2015, subject to IDBD’s corporate approvals, other legal consents required and the fact that exercise of DIC’s warrants may be made under the terms and conditions set forth in Dolphin’s proposal.

 

17


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

Summary as of September 30, 2015

Besides, on July 16, 2015, DIC’s Board of Directors accepted the Proposal to IDBD and DIC, and instructed its management to take all steps necessary for conducting a rights offering pursuant to Dolphin’s proposal.

On August 27, 2015, DIC published the prospectus for the issuance of rights, and on September 6, 2015, DIC issued 4 series of warrants to its shareholders.

As of the filing date of the financial statements, IDBD had not completed the capital injection in DIC.

On August 16, 2015, the Arrangement Trustees filed a request before the competent court (as amended on September 9, 2015) (the “Arrangement Trustees Request”), adding Dolphin and IFISA as interested parties, for the court to determine that: (a) IFISA would be bound by the commitments related to the Tender Offer under the same terms as Dolphin; (b) the shares held by any other company controlled by Eduardo Sergio Elsztain (including Dolphin) would not be eligible to participate in the Tender Offers; and (c) the shares held by any company under Eduardo Sergio Elsztain’s control (including Dolphin) and transferred to other entities would not be eligible to participate in the Tender Offer either.

On September 29, 2015 the Arrangement Trustees filed with the competent court a request for it to issue a temporary order preventing Dolphin, IFISA and others from entering into any transaction involving shares of IDBD until the court rendered a decision on the Arrangement Trustees Request. After fiscal year-end, Dolphin and IFISA filed responses in this regard, as set forth in the Note to the financial statements entitled “Subsequent Events”.

Subsequent Events:

On October 1, 2015, Dolphin and IFISA filed with the court their response to the Arrangement Trustees Request. Dolphin motioned that the court should dismiss the Arrangement Trustees Request based on the following grounds: (a) IFISA is not required to perform Dolphin’s obligations, in accordance with the Arrangement; (b) IFISA and any other company controlled by Eduardo Sergio Elsztain are eligible to take part as offerors under the Tender Offers in accordance with the Arrangement; and (c) the Arrangement Trustees’ Request on the eligibility of the shares that would participate in the Tender offers should be dismissed. Moreover, Dolphin promised that at the time BMBY’s closing was consummated, 106.6 million shares in IDBD held by it would not participate as offerors under the Tender Offers, always provided that such shares are held by entities controlled by Eduardo Sergio Elsztain.

On October 7, 2015, the Arrangement Trustees filed in court their response to Dolphin and IFISA with reference to the Arrangement Trustees Request.

On October 11, 205 the closing of the process related to the BMBY clause took place, and IFISA acquired all the shares held by Extra in IDBD (92,665,925 shares), at a price per share of NIS1.64. As of the closing of the transaction, all the directors appointed by Extra in IDBD tendered their irrevocable resignation to the Board of Directors, and the Shareholders’ Agreement automatically became ineffective, in accordance with its terms. Moreover, on that same date, Dolphin pledged additional shares as security for complying with the Tender Offers, causing the number of pledged shares to increase to 64,067,710.

On October 19, 2015, Dolphin and IFISA filed in court their response to the Arrangement Trustees Request, whereby, inter alia, Dolphin made it clear that as purchaser under the Tender Offers, it does not intend, and will not, participate as seller under the Tender Offers. However, according to Dolphin’s position, any other shareholder of IDBD, including any entities controlled by Eduardo Sergio Elsztain, is entitled to be offeror under the Tender Offers, and additionally, Dolphin is entitled to sell shares to third parties (including any entities controlled by Eduardo Sergio Elsztain), and such sold shares are entitled to be offerors under the Tender Offers, all the foregoing without derogating Dolphin’s commitment whereby 106.6 million shares would not participate in the Tender Offers for as long as they are held by any companies controlled by Eduardo Sergio Elsztain.

 

 

18


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

Summary as of September 30, 2015

On October 20, 2015, the Tel Aviv-Jaffo court allowed a request by the Arrangement Trustees in the sense that IDBD’s shares held by any company controlled by Eduardo Sergio Elsztain will not be entitled to participate in the Tender Offers in accordance with the Arrangement. This notwithstanding, it arises from the ruling that the shares purchased by Dolphin in the market would be entitled to be sold in the market and such shares would be eligible for participating in the Tender Offers, as defined below.

The court dismissed the Arrangement Trustees’ motion that it be established that IFISA was bound under all the commitments set forth in the Arrangement conditions, but held that Dolphin had breached its commitment to cause IFISA to be bound under the same conditions as those set forth in the Arrangement. Dolphin and IFISA reported to IDBD that they intend to appeal against the court’s decision.

On October 26, following the court’s decision dated October 20, 2015, and its declaratory opinion, Dolphin and IFISA sent a letter stating that, according to their position and pursuant to the detail included in it: (a) the proviso established by the court whereby the shares acquired from minority shareholders and later held by IFISA is applicable to 127,441,396 shares of IDBD held by IFISA and 131,600 shares of IDBD held by DFL, which should be entitled to participate as offerors under the Tender Offers; and (b) with respect to 51,760,322 additional shares of IDBD then held by Dolphin, derived from purchases from minority shareholders of IDBD, Dolphin and IFISA consider that according to the court’s opinion, such shares are not entitled to participate as offerors under the Tender Offers only for as long as they are held by Dolphin, but Dolphin is not prevented from selling such shares to a third party, in which case such third party will be entitled to participate as offeror under the Tender Offers with respect to such shares.

On October 29, 2015, the Arrangement Trustees filed an urgent request seeking a determination of presumed contempt against the decision ordering Dolphin and IFISA to follow the orders issued by the court on October 20, 2015, alleging that Dolphin and IFISA’s letter published by IDBD on October 27, 2015, reporting the number of shares purchased from IDBD’s minority shareholders under transactions made in the capital markets, was contrary to the court’s decision and that therefore, Dolphin and IFISA were acting in contempt of court. The Arrangement Trustees also argued that since Dolphin and IFISA were deliberately ignoring the court’s decision, and considering the damage that was being caused to the public each day, including the Arrangement’s creditors, the court should impose a penalty for a material amount to be defined by the court for each day on which Dolphin and IFISA ignored the court’s decision.

On October 29, 2015, Dolphin and IFISA filed an appeal with the Supreme Court against the court’s decision dated October 20, 2015, and also requested that the appeal hearing be held urgently. The appeal hearing is scheduled to take place on December 16, 2015.

On November 2, Dolphin and IFISA filed their response to this request, asking the court to dismiss the request based on the fact that Contempt of Court Orders do not apply to declaratory opinions and because Dolphin and IFISA did not violate any order from the court. On November 4, 2015, the Arrangement Trustees filed a replication against Dolphin and IFISA, and on November 5, the court denied the request for declaring Dolphin and IFISA in contempt. However, the court held that Dolphin and IFISA’s interpretation of the exception to the decision dated October 20, 2015 contained in Dolphin and IFISA’s letter was contrary to the scope of the exception.

Also on November 5, the Arrangement Trustees sent a letter to Dolphin and IFISA demanding that after the court’s decision of that same day, they should amend the letter and should report to the Israel Securities Authority and IDBD that the Tender Offers would be addressed to the minority shareholders of IDBD, and that neither Dolphin, nor IFISA or any company controlled by Eduardo Sergio Elsztain would be offerors under the Tender Offers, and that any shares transferred by them to third parties would not be eligible for participating in the Tender Offers as offerors either. In addition, on that same day, the Arrangement Trustees sent a letter to IDBD demanding it to amend Dolphin and IFISA’s letter under the same terms described above.

 

 

19


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

Summary as of September 30, 2015

The Company is analyzing the impact of the court’s decision dated October 20, 2015 on the financial statements and its defense strategy, as well as the impact of the termination of the BMBY process with IFISA as purchaser of Extra’s shares.

As of November 9, 2015, 33,825,397 shares of IDBD held by Dolphin are blocked under the TASE’s regulations (lock-up provisions) until and including November 11, 2015, when these lock-up provisions expire.

Change in Valuation Method of the Investment in IDB Development Corp.

As described in Note 3 to the annual consolidated financial statements as of June 30, 2015 and for the fiscal year then ended, the Group has valued its investment in IDBD at fair value, applying the exception contemplated under IAS 28 (see Note 2 for further details). The investment in IDBD consists of 324 million common shares representing 49% of IDBD’s stock capital and 248 million warrants to purchase common shares.

Until June 30, 2015, the Group estimated that the quoted price of IDBD’s shares in the Tel Aviv Stock Exchange represented the fair value of its investment and therefore, it valued its investment based on such price, classifying this measurement as Level 1.

As mentioned in Note 9 to the consolidated financial statements, as part of the Arrangement, Dolphin promised to make one or more Tender Offers for the purchase of IDBD’s outstanding shares at a fixed price for a total amount of NIS 512.09 million.

On October 20, 2015, a first instance judge of the Tel Aviv-Jaffo Court allowed a request filed by the trustees representing the Creditors under the Arrangement and ruled that the shares held by Dolphin or any company controlled by Eduardo S. Elsztain could not participate in the Tender Offers scheduled for December 2015 and December 2016. Dolphin decided to appeal against the ruling before the Supreme Court of Justice of Israel.

Although IDBD’s capital is composed of a single class of common shares entitled to the same rights, from the above mentioned ruling it could be inferred that two classes of shares with different rights are created in the facts: one class that would be eligible for participating in the Tender Offers and another class belonging to any company controlled by Eduardo S. Elsztain that would not be eligible to such end. This would imply that the share’s quoted price (which contains a value embedded component due to the commitment to future Tender Offers) would not be representative as such for purposes of valuing the equity interest held by Dolphin.

It is the Company’s policy to recognize transfers to and from different levels in the fair value hierarchy under IFRS 13 as of the date of the event or change in the circumstances that lead to such transfer. Based on the circumstances described above, the Company considers that it should depart from the quotation (Level 1 valuation) and should use a valuation model with unobservable inputs (Level 3 valuation) to estimate the fair value of its investment in IDBD.

To such end, the Company developed an internal valuation model based on a Black-Scholes model that determines the Tender Offer component value embedded in the share’s quoted price and subtracts it in order to determine a fair value for the investment. In addition, the model weighs the occurrence probabilities for different scenarios. The valuation of its investment in IDBD has been considered to be Level 3 because it uses significant unobservable inputs, including, without limitation, probability, interest rate and volatility for purposes of determining the fair value.

Based on the opinion of its legal counsel, Dolphin considers that it has chances of reversing the first instance ruling at the Supreme Court of Justice. Dolphin has assigned equal probabilities to either succeeding in or losing the appeal. In the event that Dolphin is not successful in its appeal, the Company considers that the Supreme Court ruling could open an array of possibilities regarding the number of shares that could participate in the Tender Offers.

In this way, the valuation model used to determine the investment’s fair value considers the following scenarios:

 

 

20


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

Summary as of September 30, 2015

Scenario 1:

The Company has a 50% chance of succeeding in its appeal against the ruling before the Supreme Court of Justice and, therefore, all the shares held by Dolphin and any other company controlled by Eduardo S. Elsztain may participate in the Tender Offers. This situation implies a status quo with respect to the valuation method as of June 30, 2015 and therefore, the quoted value of IDBD’s shares would only be affected for purposes of valuing the Company’s investment to the extent of the difference in quotation between June 30, 2015 and September 30, 2015.

Scenario 2:

The Company has a 50% chance of not succeeding in its appeal against the ruling before the Supreme Court of Justice. This scenario opens up into different sub-scenarios depending on the number of shares held by Dolphin or other companies controlled by Eduardo S. Elsztain that could participate in the Tender Offers. The ruling could prohibit all the shares held by Dolphin or any other company controlled by Eduardo S. Elsztain to participate or could determine different numbers of shares eligible for participating in the Tender Offers. Therefore, the Company has assigned different occurrence probabilities to the sub-scenarios within Scenario 2 based on the number of IDBD shares held by it that could participate in the Tender Offers.

The significant inputs used in measuring the fair value of the investment in IDBD are the following:

Rate in ILS

 

8.09 %

IDBD Spot Price

 

ILS 2.16

USD ILS exchange rate

 

3.92

USD ARS exchange rate

 

9.42

Stock volatility

 

70.6 %

Risk-free rate in ILS as of 12/31/2015

 

0.02 %

Risk-free rate in en ILS as of 12/31/2016

 

0.10 %

 

The probability scenarios in sub-scenario 2 are sensitive to the number of shares that may participate in the Tender Offers and therefore, they influence on the determination of the share’s fair value.

The following table shows the changes in fair value measurements classified as Level 3:

   

Investment in associates

IDBD

Balances as of June 30, 2015

 

-

Transfers to Level 3

 

1,529

Translation difference

 

46

Total loss recognized for the period

 

(558)

Balances as of September 30, 2015

 

1,017

 

 

21


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

Summary as of September 30, 2015

The warrants for the purchase of common shares in IDBD have been valued at their quoted price for considering it to be representative of their fair value.

 

VII. Financial Transactions and Other

 

Interest in Banco Hipotecario S.A. (“BHSA”) through IRSA

 

BHSA is a leading bank in the mortgage lending segment, in which IRSA held a 29.99% interest as of September 30, 2015 (excluding portfolio shares). The investment in Banco Hipotecario generated results for ARS 68.6 million during the first quarter of 2016, 58.5% higher than in the same quarter of 2015. For further information please refer to http://www.cnv.gob.ar or http://www.hipotecario.com.ar.

 

VIII. EBITDA by segment

 

3M 16

Shopping Centers

Offices

Sales and Developments

Hotels

International

Financial Transactions and Other

Total

Operating income / (loss)

377.9

43.7

350.0

(6.9)

(33.5)

(0.6)

730.6

Depreciation and Amortization

41.7

10.0

-

4.1

0.1

-

55.9

EBITDA

419.6

53.7

350.0

(2.7)

(33.4)

(0.6)

786.6

3M 15

Shopping Centers

Offices

Sales and Developments

Hotels

International

Financial Transactions and Other

Total

Operating income / (loss)

273.8

54.2

306.2

(0.2)

2.8

8.4

645.2

Depreciation and Amortization

31.1

8.7

-

3.7

0.1

-

43.6

EBITDA

304.9

62.8

306.2

3.5

2.9

8.4

688.7

               

EBITDA Var

37.6%

(14.5)%

14.3%

(177.1)%

(1,251.7)%

(107.1)%

14.2%

 

IX. Reconciliation with Consolidated Income Statement (ARS million)

 

Below is an explanation of the reconciliation of the company’s income by segment with its consolidated income statement. The difference lies in the presence of joint ventures included in the segment but not in the income statement.

 

 

 

Total Segment

Joint Ventures *

Common Maintenance Expenses and Common Advertising Fund

Intersegment eliminations

Income Statement

Revenues from sales, leases and services

721.3

(7.2)

-

(0.5)

713.6

Revenues from common maintenance expenses and common advertising fund

-

-

255.2

(0.2)

255.0

Costs

(179.7)

3.7

(259.1)

-

(435.1)

Gross Profit /(Loss)

541.6

(3.5)

(3.9)

(0.7)

533.5

Income from sale of investment properties

389.8

-

-

-

389.8

General and administrative expenses

(132.4)

0.3

-

1.0

(131.1)

Selling expenses

(55.4)

0.4

-

0.1

(54.9)

Other operating income, net

(12.9)

0.2

-

(0.3)

(13.0)

Operating income

730.7

(2.6)

(3.9)

0.1

724.3

Income / (loss) from interests in associates and joint ventures

(493.2)

1.8

-

-

(491.4)

Income before financial income / (loss) and income tax

237.5

(0.8)

(3.9)

0.1

232.9

 

*Includes Puerto Retiro, Baicom, CYRSA, Nuevo Puerto Santa Fe and Quality (Predio San Martín).

 

 

22


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

Summary as of September 30, 2015

 

 

X. Financial Debt and Other Indebtedness  

 

Consolidated Financial Debt as of September 30, 2015:

 

Type of Debt

Currency

Amount (USD MM)1

Interest Rate

Maturity

Short term debt (2)

ARS

72.2

Variable

< 30 d

Short term bank loan

ARS

10.6

23.00%

Dec-15

IRSA’s Series I Tranche I Notes

USD

150.0

8.50%

Feb-17

IRSA’s Series II Tranche II Notes(3)

USD

150.0

11.50%

Jul-20

IRSA’s Series III Tranche VI Notes

ARS

1.1

Badlar + 450 bps

Feb-17

Loan agreements (5)

USD

4.2

Variable

Jun-16

Other loans

ARS

0.6

15.25%

Dec-16

Nuevas Fronteras Mortgage 5600 Loan

ARS

0.7

Variable

Dec-17

IRSA’s total debt(5)

 

385.2

 

 

Series I notes(4)

USD

120.0

7.88%

May-17

IRSA CP’s Series I Notes

ARS

43.2

26.5% / Badlar + 400 bps

Mar-17

Short term debt (2)

ARS

21.5

Variable

-

Short term bank loan

ARS

15.4

23.00%

Sept-16

Syndicated loan - Arcos

ARS

1.4

15.01%

Nov-15

Syndicated loan - Neuquén

ARS

3.9

15.25%

Jun-16

Com. 5319 loan

ARS

0.3

15.01%

Dec-15

Other loans

ARS

2.4

-

-

Asset purchase debt (5)

USD

246.4

8.50%

Jul-20

IRSA CP’s Total Debt(5)

USD

208.1

 

 

Total Consolidated Debt

 

597.5

 

 

Consolidated cash

 

74.1

 

 

Debt repurchase

 

16.2

 

 

Net Consolidated Debt

 

503.0

 

 

 

(1) Principal face value in USD at an exchange rate of 9.422 ARS = 1 USD, without considering accrued interest or elimination of balances with subsidiaries.

(2) Includes bank overdrafts and repo transaction.

(3) As of September 30, 2015, IRSA CP holds bonds for a principal amount of USD 5.6 million, ERSA holds bonds for a principal amount of USD 1.4 million and RITELCO holds bonds for a principal amount of USD 3.5 million.

(4) As of September 30, 2015, IRSA CP holds bonds for a principal amount of USD 1.6 million, IRSA holds bonds for a principal amount of USD 4.0 million and ERSA holds bonds for a principal amount of USD 0.1 million.

(5) Excludes: account receivable from IRSA CP pursuant to the transfer of assets for USD 246.4 million made on December 23, 2014 and the loan for USD 4.2 million between IRSA and IRSA CP as it is a related party.

 

XI. Subsequent Events

 

October 2015 – Loan granted to Inversiones Financieras del Sur S.A.

 

On October 9, 2015, the Company granted a loan for USD 40 million to Inversiones Financieras del Sur S.A. (“IFISA”), a company indirectly controlled by Eduardo Sergio Elsztain. The term of the loan is one year as from the date of disbursement and it will accrue interest at a rate of 3% + Libor 1M to be determined on a monthly basis.

 

October 2015 – General Ordinary and Extraordinary Shareholders’ Meeting

 

On October 30, 2015, the Company’s annual shareholders’ meeting for the fiscal year ended June 30, 2015, was held. The following resolutions were adopted, inter alia:

 

-          Appointment of new Supervisory Committee and Board of Directors’ members.

 

-          Approval of compensation payable to the Board of Directors.

 

 

 

23


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

Summary as of September 30, 2015

-          Approval of delegation on the Board of Directors of the powers to determine the terms and conditions of the Global Program for the Issuance of simple, non-convertible, secured or unsecured or secured Notes for up to USD 300,000,000 currently outstanding.

 

Furthermore, the shareholders resolved to adjourn the meeting until November 26, 2015 in order to deal with the treatment and allocation of net income for the fiscal year ended June 30, 2015 and the consideration of payment of a cash dividend for up to ARS 72 million.

 

November 2015 – Sale of offices / parking spaces in Maipú 1300 Building

 

The Company sold an unrelated portion of 864 square meters consisting of two office floors and 4 parking units in Maipú 1300 Building, located in the area of Retiro, City of Buenos Aires. The sale price was USD 3.0 million and the transaction resulted in a profit before taxes of approximately ARS 25.9 million. The Company retains an area of 2,134 square meters in the building.

 

XII. Comparative Summary Consolidated Balance Sheet Data

 

 

 

09.30.15

09.30.14

09.30.13

Current assets

2,694,316

2,253,462

1,301,673

Non-current assets

7,955,390

7,349,645

7,096,268

Total

10,649,706

9,603,107

8,397,941

Current liabilities

2,693,721

2,060,732

1,351,138

Non-current liabilities

5,374,655

4,799,458

3,853,168

Sub-total

8,068,376

6,860,190

5,204,306

Minority interest

351,828

679,791

396,256

Shareholders’ Equity

2,229,502

2,063,126

2,797,379

Total

10,649,706

9,603,107

8,397,941

 

XIII. Comparative Summary Consolidated Income Statement Data

 

 

09.30.15

 

09.30.14

09.30.13

Operating income

724,024

 

640,068

229,051

Income from interest in associates and joint ventures

(491,412)

 

(111,650)

38,991

Income before financial income / (loss) and income tax

232,612

 

528,418

268,042

Financial income

46,399

 

23,825

46,534

Financial expenses

(334,312)

 

(327,126)

(293,930)

Other financial income

(148,397)

 

87,013

27,570

Financial income / (loss), net

(436,310)

 

(216,288)

(219,826)

(Loss) / Income before income tax

(203,698)

 

312,130

48,216

Income tax

(112,269)

 

(176,331)

(12,948)

Net (loss) / income

(315,967)

 

135,799

35,268

Attributable to:

 

 

 

 

Controlling company’s shareholders

(275,692)

 

3,258

32,382

Non-controlling interest

(40,275)

 

132,541

2,886

 

XIV. Comparative Summary Consolidated Cash Flow Data

 

 

09.30.15

 

09.30.14

09.30.13

Net cash provided by operating activities

374,142

 

252,094

203,441

Net cash (used in) / provided by investment activities

(282,278)

 

1,068,630

(493,797)

Net cash used in financing activities

214,131

 

(711,352)

(246,189)

Net increase / (decrease) in cash and cash equivalents

305,995

 

609,372

(536,545)

Cash and cash equivalents at the beginning of the fiscal year

375,180

 

609,907

796,902

Gain from exchange rate differences of cash and cash equivalents

17,041

 

26,217

20,831

Cash and cash equivalents at the end of the period

698,216

 

1,245,496

281,188

 

 

 

24


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

Summary as of September 30, 2015

XV. Comparative Ratios

 

 

09.30.2015

 

09.30.2014

 

09.30.2013

 

Liquidity

 

 

 

 

 

 

CURRENT ASSETS

2,694,316

1.00

2,253,462

1.09

1,301,673

0.96

CURRENT LIABILITIES

2,693,721

 

2,060,732

 

1,351,138

 

Indebtedness

 

 

 

 

 

 

TOTAL LIABILITIES

8,068,376

3.13

6,860,190

2.50

5,204,306

1.63

SHAREHOLDERS’ EQUITY

2,581,330

 

2,742,917

 

3,193,635

 

Solvency

 

 

 

 

 

 

SHAREHOLDERS’ EQUITY

2,581,330

0.32

2,742,917

0.40

3,193,635

0.61

TOTAL LIABILITIES

8,068,376

 

6,860,190

 

5,204,635

 

Restricted Assets

 

 

 

 

 

 

NON-CURRENT ASSETS

7,955,390

0.75

7,349,645

0.77

7,096,268

0.85

TOTAL ASSETS

10,649,706

 

9,603,107

 

8,397,941

 

 

 

25


 
 

IRSA Inversiones y Representaciones Sociedad Anónima

Summary as of September 30, 2015

XVI. Brief comment on prospects for the next period

 

Our real estate businesses in Argentina and abroad have posted very good results in the first quarter of this new fiscal year. We believe that the diversification of our business, with real estate assets in Argentina and abroad, favorably positions us to face all the challenges and opportunities that may arise in 2016.

 

Our subsidiary IRSA Propiedades Comerciales S.A. keeps recording sound growth in both its shopping centers and premium offices segments. The most recent shopping center developments, “Distrito Arcos” and “Alto Comahue” opened during the last fiscal year, are reflecting very good results, with sales growing at rates higher than the portfolio average and operating at full occupancy.

 

We will also continue working during the year with a view to optimizing the performance of our current properties through improvements that result in taking better advantage of the leaseable square meters and creating higher functionality and appeal for the benefit of consumers and tenants alike. In our shopping centers we will continue to encourage marketing actions, events, and promotions seeking to attract consumers, through the joint efforts of the Company, stores and credit card issuer banks, which have proved to be highly effective in terms of sales and have been eagerly endorsed by the public.

 

We are optimistic regarding the opportunities that may arise in Argentina toward the second half of the year after the new administration takes office. We have a large reserve of lands intended for future shopping center and office developments in an industry scenario with high growth potential, as penetration levels in terms of sales and surface area per inhabitant are lower than in other countries of the region.

 

As concerns our investments outside Argentina, we will continue working in the improvement of the operating ratios of our only building in New York after the sale of Madison: the Lipstick Building. Our investment in “Condor Hospitality Trust” hotel REIT (NASDAQ: CDOR) has shown very good results in the last months derived from its sales of hotels, whilst it has managed to seize good opportunities for purchasing higher class hotels. We trust in the new senior management and hope to reap the benefits of this investment in the future. As concerns our recent investment in the Israeli company IDBD, we will continue working in 2016 with a view to optimizing returns from its various business lines and capital structure. We trust in the value of this investment, which we expect will deliver very good results in the medium term.

 

Taking into account the quality of the real estate assets in our portfolio, the Company’s financial position and low indebtedness level and its franchise for accessing the capital markets, we remain confident that we will continue consolidating the best real estate portfolio in Argentina and diversifying our operations by adding businesses abroad with attractive value-creation opportunities.

 

 

 

26


 
 



  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 Anónima
   
   By:  /S/ Saúl Zang  
     Name: Saúl Zang  
      Responsible for the Relationship with the Markets  
Dated: November 23, 2015